EXHIBIT 3.2
BYLAWS
OF
BERKSHIRE HATHAWAY FINANCE CORPORATION
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TABLE OF CONTENTS
Page
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Section 1.1 Delaware Office........................................... 1
Section 1.2 Other Offices............................................. 1
Section 1.3 Books and Records......................................... 1
Section 2.1 Annual Meeting............................................ 1
Section 2.2 Special Meetings.......................................... 1
Section 2.3 Notice of Meetings........................................ 2
Section 2.4 Quorum.................................................... 2
Section 2.5 Voting.................................................... 2
Section 2.6 Proxies................................................... 3
Section 2.7 List of Stockholders...................................... 3
Section 2.8 Written Consent of Stockholders in Lieu of Meeting........ 3
Section 3.1 Number of Directors....................................... 3
Section 3.2 Election and Term of Directors............................ 4
Section 3.3 Vacancies and Newly Created Directorships................. 4
Section 3.4 Resignation............................................... 4
Section 3.5 Removal................................................... 4
Section 3.6 Meetings.................................................. 4
Section 3.7 Quorum and Voting......................................... 5
Section 3.8 Written Consent of Directors in Lieu of a Meeting......... 5
Section 3.9 Compensation.............................................. 5
Section 3.10 Committees of the Board of Directors..................... 5
Section 4.1 Appointment and Term of Office............................ 6
Section 4.2 Resignation and Removal................................... 6
Section 4.3 Compensation and Bond..................................... 6
Section 4.4 Chairman of the Board..................................... 6
Section 4.5 President................................................. 6
Section 4.6 Treasurer................................................. 7
Section 4.7 Secretary................................................. 7
Section 4.11 Delegation of Duties..................................... 7
Section 5.1 Right to Indemnification.................................. 7
Section 5.2 Right to Advancement of Expenses.......................... 8
Section 5.3 Right of Indemnitee to Bring Suit......................... 8
Section 5.4 Non-Exclusivity of Rights................................. 8
Section 5.5 Insurance................................................. 9
Section 5.6 Indemnification of Employees and Agents of the Corporation 9
Section 5.7 Contract Rights........................................... 9
Section 6.1 Certificates.............................................. 9
Section 6.2 Transfers of Stock........................................ 9
Section 6.3 Lost, Stolen or Destroyed Certificates.................... 9
Section 6.4 Stockholder Record Date................................... 10
Section 7.1 [Intentionally Omitted]................................... 10
Section 8.1 Waiver of Notice.......................................... 10
Section 9.1 Checks, Notes, Drafts, Etc................................ 11
Section 10.1 Amendments............................................... 11
BYLAWS
OF
BERKSHIRE HATHAWAY FINANCE CORPORATION
(the "Corporation")
ARTICLE I
Office and Records
Section 1.1 Delaware Office. The registered office of the
Corporation in the State of Delaware shall be located in the City of Wilmington,
County of New Castle.
Section 1.2 Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require. The principal executive offices of the Corporation shall initially
be at 1440 Kiewit Plaza, Omaha, Nebraska 68131.
Section 1.3 Books and Records. The books and records of the
Corporation may be kept at the Corporation's principal executive offices in
Omaha, Nebraska, or at such other locations inside or outside the State of
Delaware as may from time to time be designated by the Board of Directors or the
officers of the Corporation.
ARTICLE II
Stockholders
Section 2.1 Annual Meeting. Except as otherwise provided in
Section 2.8 of these Bylaws, an annual meeting of stockholders of the
Corporation shall be held at such time and date in each year as the Board of
Directors, the Chairman of the Board, if any, or the President may from time to
time determine. The annual meeting in each year shall be held at such place
within or without the State of Delaware as may be fixed by the Board of
Directors, or if not so fixed, at 10:00 A.M., local time, at the principal
executive offices of the Corporation.
Section 2.2 Special Meetings. A special meeting of the holders
of stock of the Corporation entitled to vote on any business to be considered at
any such meeting may be called only by the Chairman of the Board, if any, or the
President, and shall be called by the Chairman of the Board, if any, or the
President or the Secretary when directed to do so by resolution of the Board of
Directors or at the written request of directors representing a majority of the
total number of directors which the Corporation would at the time have if there
were no vacancies (the "Whole Board"). Any such request shall state the purpose
or purposes of the proposed meeting. The Board of Directors may designate the
place of meeting for any special meeting of stockholders, and if no such
designation is made, the place of meeting shall be the principal executive
offices of the Corporation.
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Section 2.3 Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, unless notice is waived
as provided in Section 8.1 of these Bylaws, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting shall be
given personally or by mail, not less than ten nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice shall be deemed given when deposited in the mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of the Corporation.
When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If, however, the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 2.4 Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation or by these Bylaws, at any meeting of
stockholders the holders of a majority of the outstanding stock entitled to vote
thereat, either present or represented by proxy, shall constitute a quorum for
the transaction of any business, but the stockholders present, although less
than a quorum, may adjourn the meeting to another time or place and, except as
provided in the last paragraph of Section 2.3 of these Bylaws, notice need not
be given of the adjourned meeting.
Section 2.5 Voting. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes cast at the meeting
by the holders of stock entitled to vote. Whenever any corporate action, other
than the election of directors, is to be taken by vote of stockholders at a
meeting, it shall, except as otherwise required by law or by the Certificate of
Incorporation or by these Bylaws, be authorized by a majority of the votes cast
with respect thereto at the meeting (including abstentions) by the holders of
stock entitled to vote thereon.
Except as otherwise provided by law, or by the Certificate of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one vote
for each share of such stock standing in the name of such holder on the stock
ledger of the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
Upon the demand of any stockholder entitled to vote, the vote
for directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.
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Section 2.6 Proxies. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Every proxy
shall be signed by the stockholder or by his duly authorized attorney.
Section 2.7 List of Stockholders. The officer who has charge
of the stock ledger of the Corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.
Section 2.8 Written Consent of Stockholders in Lieu of
Meeting. Any action required by the General Corporation Law of the State of
Delaware (the "GCL") to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt written notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by such stockholders, in person or by
attorney or proxy duly appointed in writing, and filed with the Secretary or an
Assistant Secretary of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein, provided that
such date is not more than sixty (60) days prior to the date such written
consent is filed as aforesaid, or, if no such date is so specified, on the date
such written consent is filed as aforesaid.
ARTICLE III
Directors
Section 3.1 Number of Directors. The Board of Directors shall
consist of three (3) directors until changed as provided in this Section. The
number of directors may be changed at any time and from time to time by vote at
a meeting or by written consent of the holders of stock entitled to vote on the
election of directors, except that no decrease shall shorten the term
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of any incumbent director unless such director is specifically removed pursuant
to Section 3.5 of these Bylaws at the time of such decrease.
Section 3.2 Election and Term of Directors. Directors shall be
elected annually, by election at the annual meeting of stockholders or by
written consent of the holders of stock entitled to vote thereon in lieu of such
meeting. If the annual election of directors is not held on the date designated
therefor, the directors shall cause such election to be held as soon thereafter
as convenient. Each director shall hold office from the time of his or her
election and qualification until his successor is elected and qualified or until
his or her earlier resignation, or removal.
Section 3.3 Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by election at a meeting of
stockholders or by written consent of the holders of stock entitled to vote
thereon in lieu of a meeting. Except as otherwise provided by law, vacancies and
such newly created directorships may also be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.
Section 3.4 Resignation. Any director may resign at any time
upon written notice to the Corporation. Any such resignation shall take effect
at the time specified therein or, if the time be not specified, upon receipt
thereof, and the acceptance of such resignation, unless required by the terms
thereof, shall not be necessary to make such resignation effective.
Section 3.5 Removal. Any or all of the directors may be
removed at any time, with or without cause, by vote at a meeting or by written
consent of the holders of stock entitled to vote on the election of directors.
Section 3.6 Meetings. Meetings of the Board of Directors,
regular or special, may be held at any place within or without the State of
Delaware. Members of the Board of Directors, or of any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by such means shall constitute
presence in person at such meeting. An annual meeting of the Board of Directors
shall be held after each annual election of directors. If such election occurs
at an annual meeting of stockholders, the annual meeting of the Board of
Directors shall be held at the same place and immediately following such meeting
of stockholders, and no further notice thereof need be given other than these
Bylaws. If an annual election of directors occurs by written consent in lieu of
the annual meeting of stockholders, the annual meeting of the Board of Directors
shall take place as soon after such written consent is duly filed with the
Corporation as is practicable, either at the next regular meeting of the Board
of Directors or at a special meeting. The Board of Directors may fix times and
places for additional regular meetings of the Board of Directors and no notice
of such meetings need be given. A special meeting of the Board of Directors
shall be held whenever called by the Chairman of the Board, if any, or by the
President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof. Notice of each special meeting shall be given by the Secretary or by a
person calling the meeting to each director by mailing the same, postage
prepaid, not later than
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the second day before the meeting, or personally or by telegraphing or
telephoning the same not later than the day before the meeting.
Section 3.7 Quorum and Voting. A whole number of directors
equal to at least a majority of the Whole Board shall constitute a quorum for
the transaction of business, but if there be less than a quorum at any meeting
of the Board of Directors, a majority of the directors present may adjourn the
meeting from time to time, and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. Except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 3.8 Written Consent of Directors in Lieu of a Meeting.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.
Section 3.9 Compensation. Directors may receive compensation
for services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.
Section 3.10 Committees of the Board of Directors. The Board
of Directors may from time to time, by resolution passed by a majority of the
Whole Board, designate one or more committees, each committee to consist of one
or more directors of the Corporation. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except as otherwise provided by law. Unless
otherwise provided by the Board of Directors, a majority of any such committee
(or the member thereof, if only one) shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of such
committee present at a meeting at which a quorum is present shall be the act of
such committee. Each such committee shall keep a record of its acts and
proceedings and shall report thereon to the Board of Directors whenever
requested so to do. Any or all members of any such committee may be removed,
with or without cause, by resolution of the Board of Directors, passed by a
majority of the whole Board.
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ARTICLE IV
Officers, Agents and Employees
Section 4.1 Appointment and Term of Office. The officers of
the Corporation may include a President, a Secretary and a Treasurer, and may
also include a Chairman of the Board. All such officers shall be appointed by
the Board of Directors or by a duly authorized committee thereof, and shall each
have such powers and duties as generally pertain to their respective offices,
subject to the specific provisions of this Article IV, together with such other
powers and duties as from time to time may be conferred by the Board of
Directors or any committee thereof. Any number of such offices may be held by
the same person. Except as may be prescribed otherwise by the Board of Directors
or a committee thereof in a particular case, all such officers shall hold their
offices at the pleasure of the Board of Directors for an unlimited term and need
not be reappointed annually or at any other periodic interval. The Board of
Directors may appoint, and may delegate power to appoint, such other officers,
agents and employees as it may deem necessary or proper, who shall hold their
offices or positions for such terms, have such authority and perform such duties
as may from time to time be determined by or pursuant to authorization of the
Board of Directors.
Section 4.2 Resignation and Removal. Any officer may resign at
any time upon written notice to the Corporation. Any officer, agent or employee
of the Corporation may be removed by the Board of Directors, or by a duly
authorized committee thereof, with or without cause at any time. The Board of
Directors or such a committee thereof may delegate such power of removal as to
officers, agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.
Section 4.3 Compensation and Bond. The compensation of the
officers of the Corporation shall be fixed by the Board of Directors, but this
power may be delegated to any officer in respect of other officers under his or
her control.
Section 4.4 Chairman of the Board. The Chairman of the Board,
if there be one, shall preside at all meetings of stockholders and of the Board
of Directors, and shall have such other powers and duties as may be delegated to
him or her by the Board of Directors.
Section 4.5 President. The President shall be the chief
executive officer of the Corporation. In the absence of the Chairman of the
Board (or if there be none), he or she shall preside at all meetings of the
stockholders and of the Board of Directors. He or she shall have general charge
of the business affairs of the Corporation. He or she may employ and discharge
employees and agents of the Corporation, except such as shall be appointed by
the Board of Directors, and he or she may delegate these powers. The President
may vote the stock or other securities of any other domestic or foreign
corporation of any type or kind which may at any time be owned by the
Corporation, may execute any stockholders' or other consents in respect thereof
and may in his or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation. The Board of Directors by resolution
from time to time may confer like powers upon any other person or persons.
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Section 4.6 Treasurer. The Treasurer shall have charge of all
funds and securities of the Corporation, shall endorse the same for deposit or
collection when necessary and deposit the same to the credit of the Corporation
in such banks or depositaries as the Board of Directors may authorize. He or she
may endorse all commercial documents requiring endorsements for or on behalf of
the Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He or she shall have all such further powers and duties as
generally are incident to the position of Treasurer or as may be assigned to him
or her by the President or the Board of Directors.
Section 4.7 Secretary. The Secretary shall record all the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose and shall also record therein all action taken by written
consent of the stockholders or directors in lieu of a meeting. He or she shall
attend to the giving and serving of all notices of the Corporation. He or she
shall have custody of the seal of the Corporation and shall attest the same by
his or her signature whenever required. He or she shall have charge of the stock
ledger and such other books and papers as the Board of Directors may direct, but
he or she may delegate responsibility for maintaining the stock ledger to any
transfer agent appointed by the Board of Directors. He or she shall have all
such further powers and duties as generally are incident to the position of
Secretary or as may be assigned to him or her by the President or the Board of
Directors.
Section 4.11 Delegation of Duties. In case of the absence of
any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may confer for the time
being the powers or duties, or any of them, of such officer upon any other
officer or upon any director.
ARTICLE V
Indemnification and Insurance
Section 5.1 Right to Indemnification. Each person who was or
is made a party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
or a person of whom he or she is the legal representative is or was a director
or an officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of any other corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to any employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the GCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, excise taxes or penalties under
the Employee Retirement Income Security Act of 1974, as amended, and amounts
paid or to be paid in settlement) reasonably incurred by such indemnitee in
connection therewith; provided, however, that except as provided in Section 5.3
with respect to proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee seeking indemnification
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in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors.
Section 5.2 Right to Advancement of Expenses. The right to
indemnification conferred in Section 5.1 shall include the right to be paid by
the Corporation the expenses (including attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the GCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 5.2 or otherwise.
Section 5.3 Right of Indemnitee to Bring Suit. If a claim
under Section 5.1 or Section 5.2 is not paid in full by the Corporation within
thirty (30) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right of an advancement of expenses) it
shall be a defense that, and (ii) in any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the GCL. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the GCL, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article V or otherwise shall be on the Corporation.
Section 5.4 Non-Exclusivity of Rights. The right to
indemnification and the advancement of expenses conferred in this Article V
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
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Incorporation, provision of these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5.5 Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the GCL.
Section 5.6 Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to the
advancement of expenses, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
Section 5.7 Contract Rights. The rights to indemnification and
to the advancement of expenses conferred in Section 5.1 and Section 5.2 shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
ARTICLE VI
Common Stock
Section 6.1 Certificates. Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board of Directors
and shall be signed in the name of the Corporation by the Chairman of the Board,
if any, or the President, and by the Treasurer or the Secretary. Such
certificates may be sealed with the seal of the Corporation or a facsimile
thereof. Any of or all the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.
Section 6.2 Transfers of Stock. Transfers of stock shall be
made only upon the books of the Corporation by the holder, in person or by duly
authorized attorney, and on the surrender of the certificate or certificates for
the same number of shares, properly endorsed. The Board of Directors shall have
the power to make all such rules and regulations, not inconsistent with the
Certificate of Incorporation and these Bylaws and the GCL, as the Board of
Directors may deem appropriate concerning the issue, transfer and registration
of certificates for stock of the Corporation. The Board of Directors may appoint
one or more transfer agents or registrars of transfers, or both, and may require
all stock certificates to bear the signature of either or both.
Section 6.3 Lost, Stolen or Destroyed Certificates. The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his or her legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or
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destruction of any such certificate or the issuance of any such new certificate.
The Board of Directors may require such owner to satisfy other reasonable
requirements as it deems appropriate under the circumstances.
Section 6.4 Stockholder Record Date. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty nor less than ten (10) days before the date
of such meeting, nor more than sixty (60) days prior to any other action.
If no record date is fixed by the Board of Directors, (l) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be at the close of business on the
day on which the first written consent is expressed by the filing thereof with
the Corporation as provided in Section 2.8 of these Bylaws, and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to notice of, and to vote at, such meeting
and any adjournment thereof, or to give such consent, or to receive payment of
such dividend or other distribution, or to exercise such rights in respect of
any such change, conversion or exchange of stock, or to participate in such
action, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any record date so fixed.
ARTICLE VII
[Intentionally Omitted]
ARTICLE VIII
Waiver of Notice
Section 8.1 Waiver of Notice. Whenever notice is required to
be given to any stockholder or director of the Corporation under any provision
of the GCL or the Certificate of Incorporation or these Bylaws, a written waiver
thereof, signed by the person or persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving
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of such notice. In the case of a stockholder, such waiver of notice may be
signed by such stockholder's attorney or proxy duly appointed in writing.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.
ARTICLE IX
Checks, Notes, Drafts, Etc.
Section 9.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors or a duly authorized committee thereof may from time to time
designate.
ARTICLE X
Amendments
Section 10.1 Amendments. These Bylaws or any of them may be
altered or repealed, and new Bylaws may be adopted, by the stockholders by vote
at a meeting or by written consent without a meeting. The Board of Directors
shall also have power, by a majority vote of the Whole Board, to alter or repeal
any of these Bylaws, and to adopt new Bylaws.
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