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EXHIBIT 3.1
BYLAWS
OF
PROTECTION ONE, INC.
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BYLAWS
OF
PROTECTION ONE, INC.
(A Delaware Corporation)
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I.
Offices
1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office
for the transaction of the business of the Corporation shall be located at such
place within or without the State of Delaware as shall be fixed from time to
time by the board of directors, and if no place is fixed by the board of
directors, such place as the president maintains his or her office or as may
otherwise be fixed by the president.
2. OTHER OFFICES. Branch offices may at any time be established
by the board of directors at any place or places where the Corporation is
qualified to do business.
II.
Number of Directors
The board of directors shall consist of one or more members.
Unless the number of directors shall be fixed in the Certificate of
Incorporation, the number of directors shall be fixed from time to time by the
board of directors or the stockholders of the Corporation, and unless and until
so fixed the number shall be six. Directors need not be stockholders of the
Corporation. As used in these Bylaws, the term "authorized number of directors"
means the total number of directors which the Corporation would have if there
were no vacancies.
III.
Meetings of Stockholders
1. PLACE OF MEETINGS. All annual meetings of stockholders and
all other meetings of stockholders shall be held at any place within or without
the State of Delaware which may be designated by the board of directors, or by
the written consent of all persons entitled to vote thereat, given either before
or after the meeting and filed with the secretary of the Corporation. Absent
such designation or written consent, meetings shall be held at the registered
office of the Corporation.
2. ANNUAL MEETINGS. The annual meeting of stockholders of the
Corporation shall be held in each year on such date and at such time as may be
designated from time to time by the board of directors. Directors shall be
elected at the annual meeting, and any other business may be transacted which is
within the power of the stockholders and allowed by law; provided, however, that
unless the notice of meeting, or the waiver of notice of such meeting, sets
forth the general nature of any proposal to (i) approve or ratify a contract or
transaction with a director or with a corporation, firm or association in which
a director has an interest; (ii) amend the Certificate of
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Incorporation of the Corporation; (iii) approve a reorganization or merger
involving the Corporation; (iv) elect to wind up and dissolve the Corporation;
or (v) effect a plan of distribution upon liquidation otherwise than in
accordance with liquidation preferences of outstanding shares with liquidation
preferences, no such proposal may be approved at an annual meeting.
3. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose whatsoever, unless otherwise prescribed by law, may be called at any
time by the chairman of the board (if any), by the president, by the board of
directors, by any two (2) directors, or by one or more stockholders holding not
less than one-tenth (1/10) of the voting power of the Corporation. Upon request
in writing specifying the general purpose of such meeting to the chairman of the
board (if any), president, vice president or secretary, by any person entitled
to call a special meeting of stockholders (other than the board of directors),
the officer receiving such notice forthwith shall cause notice to be given to
the stockholders entitled to vote at such meeting, in the manner provided in
Section 4 of this Article, that a meeting will be held at the time requested by
the person or persons requesting a meeting, which date shall be not less than
thirty-five (35) nor more than sixty (60) days after the receipt by such officer
of the request. No business shall be transacted at a special meeting unless its
general purpose shall have been specified in the notice of such meeting;
provided, however, that any business may be validly transacted if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote not present in person or by proxy
signs a written waiver of notice, a consent to the holding of such meeting, or
an approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
4. NOTICE OF MEETINGS, ANNUAL OR SPECIAL. Except as otherwise
provided by law, notice of all meetings of stockholders shall be given in
writing to stockholders entitled to vote at the meetings by the secretary, or
assistant secretary, or transfer agent (if so authorized by the board of
directors) or in the case of the neglect or refusal or other failure so to do by
such persons, by any director. A notice may be given to any stockholder either
personally or by mail, or by other means of written communication, charges
prepaid, addressed to the stockholder at the address of such stockholder
appearing on the books of the Corporation or given by the stockholder to the
Corporation for the purpose of notice. Notice of any meeting of stockholders
shall be sent to each stockholder entitled thereto not less than ten (10) nor
more than sixty (60) days before the meeting. The notice shall be deemed given
at the time when delivered personally or when deposited in the mail or
dispatched by other means of written communication. Such notice shall specify
the place, the date and the hour of the meeting and (i) in the case of a special
meeting, the purpose or purposes for which the meeting is called; (ii) in the
case of an annual meeting, those matters which the Corporation's board of
directors intends, at the time of the giving of the first of such notices, to
present to the stockholders for action; and (iii) in the case of a meeting at
which directors are to be elected, the names of nominees which the board of
directors, at the time of the giving of the first of such notices, intends to
present to the stockholders for election. Proof that notice was given shall be
made by affidavit of the secretary, assistant secretary, transfer agent or other
person who gives such notice, and such proof of notice shall be made a part of
the minutes of the meeting. To extent provided by applicable law, such affidavit
shall be prima facie evidence of the giving of such notice. A written waiver,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a stockholder at
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a meeting shall constitute a waiver of notice of such meeting except when the
person objects at the beginning of such meeting to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice if such objection is
especially made at the meeting. If any stockholder shall in person, by attorney
thereunto duly authorized, or by a written communication waive notice of any
meeting of stockholders, notice of such meeting need not be given such
stockholder. It shall not be necessary to state in a notice of any meeting of
stockholders as a purpose thereof any matter relating to the procedural aspects
of the conduct of such meeting.
5. PERSONS ENTITLED TO VOTE. If no record date is fixed by the
board of directors pursuant to Section 6 of this Article, the record date for
the determination of stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof shall be at the close of
business on the day next preceding the day 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; the record date for determining stockholders for any
other purpose shall be at the close of business on the date on which the board
of directors adopts the resolution relating thereto.
6. RECORD DATE.
(a) 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, the board of directors may fix
a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. 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.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without
a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors. If no record date has
been fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without
a meeting, when no prior action by the board of directors is required
by the Certificate of Incorporation, these Bylaws, or the General
Corporation Law of the State of Delaware, shall be the first date on
which a signed consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been
fixed by the board of directors and prior action by the board of
directors is required by the Certificate of Incorporation, these
Bylaws, or the General Corporation Law of the State of Delaware, the
record date for determining stockholders entitled to consent to
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corporate action in writing without a meeting shall be at the close of
business on the day on which the board of directors adopts the
resolution taking such prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders 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 upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the
resolution relating thereto.
7. PRESIDING OFFICER. Unless the board of directors shall
otherwise provide in advance of any meeting of stockholders, at each meeting of
the stockholders the chairman of the board shall preside; or if none, or if
absent or unable to act, the president shall preside; or in the case of the
absence or inability to act of the chairman of the board and of the president, a
vice president shall preside; or in the case of the absence of inability to act
of the chairman of the board, president and a vice president, a director or
stockholder, appointed by the stockholders at the meeting, shall preside.
8. QUORUM. The presence at a meeting, in person or by proxy, of
the holders of a majority of the shares entitled to vote constitutes a quorum
for the transaction of business. The stockholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment of such meeting, notwithstanding the withdrawal of such number of
stockholders so as to leave less than a quorum, if any action taken, other than
adjournment, is approved by at least a majority of the shares required to
constitute a quorum. Except as otherwise required by the Certificate of
Incorporation of the Corporation or applicable law, directors of the Corporation
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors and in all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders.
9. ADJOURNED MEETINGS AND NOTICE THEREOF. Any annual or special
meeting of the stockholders, whether or not a quorum is present, may be
adjourned from time to time by a vote of the majority of the shares present in
person or by proxy. When a meeting is adjourned for thirty (30) days or more, or
if a new record date for the adjourned meeting is fixed by the board of
directors, notice of the adjourned meeting shall be given to such stockholders
of record entitled to vote at the adjourned meeting as in the case of any
original meeting. When a meeting is adjourned for less than thirty (30) days,
and a new record date is not fixed by the board of directors, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which the adjournment is taken, provided that only business which
might have been transacted at the original meeting may be conducted at such
adjourned meeting.
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10. VOTING. Unless otherwise provided by law or in the
Certificate of Incorporation, each stockholder entitled to vote is entitled to
one vote for each share. Any holder of shares entitled to vote on any matter may
vote part of such shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal. If a stockholder fails to
specify the number of shares such stockholder is voting affirmatively, it will
be conclusively presumed that the stockholder's approving vote is with respect
to all shares which such stockholder is entitled to vote.
11. ACTION WITHOUT MEETING. Any action which, under any
provision of the General Corporation Law of the State of Delaware, may be taken
at a meeting of the stockholders may be taken without a meeting and without
prior notice and without a vote if a consent or consents in writing, setting
forth the action so taken, (i) shall be signed by the holders of outstanding
shares 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; and (ii) shall be delivered to the
Corporation by delivery to its registered office by hand or by certified or
registered mail, return receipt requested, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded; provided, however, that
unless the consents of all stockholders entitled to vote have been solicited in
writing, if any action is approved by written consent of less than all
stockholders entitled to vote, prompt notice shall be given (in the same manner
as notice of meetings is to be given) of such action to all stockholders
entitled to vote who did not consent in writing to such action; and provided,
further, that directors may be elected by written consent only if such consent
is unanimously given by all stockholders entitled to vote, except that action
taken by stockholders to fill one or more vacancies on the board may be taken by
written consent of a majority of the shares entitled to vote in such election.
12. 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 by
proxy; provided, however, that no such proxy shall be voted or acted upon after
3 years from its date, unless the proxy expressly provides for a longer period.
Without limiting the manner in which a stockholder may authorize another person
or persons to act for him as a proxy pursuant to this section, the following
shall constitute a valid means by which a stockholder may grant such authority:
(a) A stockholder may execute a writing authorizing
another person or persons to act for him as proxy. Execution may be
accomplished by the stockholder or his authorized officer, director,
employee or agent signing such writing or causing his or her signature
to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature.
(b) A stockholder may authorize another person or
persons to act for him as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic
transmission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like
agent duly authorized by the person who will be the holder of
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the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined
that such telegrams, cablegrams or other electronic transmissions are
valid, the inspectors or, if there are no inspectors, such other
persons making that determination shall specify the information upon
which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to this section may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.
13. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent or transfer clerk appointed by the board of
directors, to prepare, at least ten (10) days before every meeting of the
stockholders at which directors of the Corporation are to be elected, a complete
list of the stockholders entitled to vote thereat, 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 the place where the meeting is to be held or at another place
within the city where the meeting is to be held if such other place is specified
in the notice of the meeting. The list shall be produced at and for the duration
of the meeting for inspection by any stockholder who shall be present thereat.
The original or duplicate stock ledger shall be exclusive evidence of the
stockholders entitled to examine such list or the books of the Corporation, or
to vote in person or by proxy at such election.
IV.
Directors and Management
1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the board of directors, which may
exercise all such authority and powers of the Corporation to do all such lawful
acts and things as are not by law, the Certificate of Incorporation of the
Corporation or these Bylaws directed or required to be exercised or done by the
stockholders. Without limiting the generality of the foregoing, it is hereby
expressly declared that the directors shall have the power and, to the extent
required by law, the duty:
(a) To appoint and remove at pleasure all officers,
managers, man agement companies, agents and employees of the
Corporation, prescribe their duties in
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addition to those prescribed in these Bylaws, supervise them, fix their
compensation and require from them security for faithful service. Such
compensation may be increased or diminished at the pleasure of the
directors.
(b) To conduct, manage and control the affairs and
business of the Corporation; to make rules and regulations not
inconsistent with the Certificate of Incorporation or Delaware law or
these Bylaws; and to make all lawful orders on behalf of the
Corporation and to prescribe the manner of executing the same.
(c) To appoint by resolution passed by a majority of
the authorized number of directors an executive and other committees,
each committee to consist of one (1) or more of the directors of the
Corporation. The board may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified
member at any meeting of the committee. The directors may designate by
resolution to any such committee any of the powers and authority of the
board of directors in the management of the business and affairs of the
Corporation; provided, however, that no such committee shall have the
power or authority in reference to amending the Certificate of
Incorporation of the Corporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors in
accordance with the provisions of the General Corporation Law of the
State of Delaware, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution,
any distribution of assets of the Corporation or the conversion into,
or the exchange of such shares for, shares of any other class or
classes or any other series of the same or any other class or classes
of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any
series); adopting an agreement of merger or consolidation; recommending
to the stockholders the sale, lease or exchange of all or substantially
all of the Corporation's property and assets; recommending to the
stockholders a dissolution of the Corporation or a revocation of a
dissolution; or amending these Bylaws; and, unless the resolution
expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or
to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of the State of Delaware. The executive
committee, if any, shall be composed of two (2) or more directors. The
provisions of these Bylaws regarding notice and meetings of directors
shall apply to all committees.
(d) To designate from time to time the person or
persons who may sign or endorse checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness, issued in
the name of, or payable to, the Corporation, and to prescribe the
manner of collecting and depositing funds of the Corporation, and the
manner of drawing of checks thereon.
(e) To authorize the issuance of stock of the
Corporation, from time to time, upon such terms as may be lawful.
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(f) To prepare an annual report to be sent to the
stockholders after the close of the fiscal or calendar year of the
Corporation, which report shall comply with the requirements of law. To
the extent permitted by law, the requirements that an annual report be
sent to stockholders and the time limits for sending such reports are
hereby waived, the directors, nevertheless, having the authority to
cause such report to be prepared and sent to stockholders.
2. TERM OF OFFICE. Each director shall hold office until the
annual meeting of the stockholders next following his election and until his
successor is elected and qualified, or until his earlier death, or resignation
or removal in the manner hereinafter provided.
3. QUORUM AND MANNER OF ACTING. A majority of the directors in
office (but in no event less than one-third of the authorized number of
directors) shall constitute a quorum for the transaction of business at any
meeting, and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors. A majority
of the directors present may adjourn any meeting from time to time. Notice of
any adjourned meeting shall be given in the manner provided in Section 5 of this
Article.
4. VACANCIES. A vacancy in the board of directors exists in
case of the happening of any of the following events:
(a) The death, resignation, or removal of any
director.
(b) The authorized number of directors is increased.
(c) At any annual, regular, or special meeting of
stockholders at which any director is elected, the stockholders fail to
elect the full authorized number of directors to be elected at that
meeting.
(d) The board of directors declares vacant the office
of a director who has been declared of unsound mind by an order of the
court or convicted of a felony, or otherwise in a manner provided by
law.
All vacancies (other than vacancies created by removal of a director) may be
filled by the majority of the remaining directors, though less than a quorum, or
by a sole remaining director. Each director so elected shall hold office until
his successor is elected at an annual, regular, or special meeting of the
stockholders. The stockholders may, by vote or written consent of a majority of
the outstanding shares entitled to vote in election of directors, elect a
director at any time to fill any vacancy not filled by the directors. If the
board of directors accepts the resignation of a director tendered to take effect
at a future time, the board of directors or the stockholders may elect a
successor to take office when the resignation becomes effective. A reduction of
the authorized number of directors does not remove any director prior to the
expiration of his term of office.
5. MEETINGS OF DIRECTORS.
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(a) There shall be no regular meetings of the board of
directors unless the board of directors shall establish such regular
meetings by duly adopted resolution, and each meeting of the board of
directors shall be a special meeting.
(b) All meetings of the board of directors shall be
called by the chairman of the board (if any), or the president, or, if
both are absent or unable or refuse to act, by any vice president, the
secretary or by any two (2) directors.
(c) Written or oral notice of the time and place of
special meetings of the board of directors shall be given or delivered
personally to each director, or sent to each director by mail or by
other form of written or telephonic communication, at least forty-eight
(48) hours before the meeting if personal delivery is made or if the
telephone, telegraph, cable or telex is used, and at least four (4)
days before the meeting if mail is used. If the address of a director
is not shown on the records and is not readily ascertainable, notice
shall be addressed to such director at the place and city in which the
meetings of the directors are regularly held. Proof that notice was
given shall be by affidavit of the chairman of the board, president,
vice president, secretary or two (2) directors, or of the person acting
under the direction of any of the foregoing, who gives such notice and
such proof of notice shall be made a part of the minutes of the
meeting. Notice of the time and place of holding an adjourned meeting
shall be given to absent directors if the time fixed at the meeting
which was adjourned for the adjourned meeting is more than twenty-four
(24) hours after adjournment. Notwithstanding the foregoing, sufficient
notice of a meeting of the board of directors to be held immediately
following a stockholders meeting at which one or more directors is
elected, may be given by announcement thereof at such stockholders'
meeting.
(d) At the meeting of the board of directors next
following each annual meeting of the stockholders, the board shall
elect officers.
(e) Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such director.
All such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
(f) Meetings of the directors may be held at any place
within or with out the State of Delaware designated in the notice of
the meeting or, if not stated in the notice or if there is no notice,
designated by resolution of the board of directors.
(g) The members of the board of directors or of any
committee thereof may participate in a meeting 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 a meeting.
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6. CONSENT OF DIRECTORS IN LIEU OF MEETING. Any action required
or permitted to be taken by the board of directors of the Corporation under the
General Corporation Law of the State of Delaware may be taken without a meeting
if all members of the board, individually or collectively, consent thereto in
writing and the writing or writings evidencing such consent are filed with the
minutes of proceedings of the board. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.
7. FEES AND COMPENSATION. One or more of the directors may, by
resolution of the board of directors, receive a stated salary for services as
director and may be allowed a fixed fee, with or without expenses, for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any capacity as an
officer, agent, employee or otherwise, and receiving compensation therefor.
8. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the board of directors. The resignation of
any director shall take effect at the date of receipt of such notice or at any
later date specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
9. REMOVAL OF DIRECTORS. Any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares of the Corporation then entitled to vote at an election of directors.
10. ELECTION OF OFFICERS; TERM OF OFFICE; QUALIFICATIONS;
DUTIES. The officers of the Corporation shall be chosen by the board of
directors. Each officer shall hold office until his or her successor is chosen
and shall have qualified or until his or her death, or until he or she shall
have resigned or shall have been removed in the manner hereinafter provided.
Officers may be, but need not necessarily be, selected from the members of the
board of directors or from the stockholders. The officers shall each have such
powers and duties as are set forth in these Bylaws and as generally pertain to
their respective offices, and as from time to time may be conferred upon them by
the board of directors. Any number of offices may be held by the same person.
11. REMOVAL OF OFFICERS. Any officer may be removed, either with
or without cause, at any time, by the board of directors.
12. RESIGNATION OF OFFICERS. Any officer may resign at any time
by giving written notice to the board of directors. Any such resignation shall
take effect at the date of receipt of such notice or at any later date specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
13. VACANCIES OF OFFICERS. A vacancy in any office because of
death, resignation, removal or any other cause shall be filled in the manner
prescribed in these Bylaws for election to such office.
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14. CHAIRMAN OF THE BOARD. Should the board of directors elect a
chairman of the board, he shall, subject to the control of the board of
directors, have such supervision, direction and control of the business and
other officers of the Corporation as the board of directors may delegate to such
officer from time to time. Absent such specific delegation, and unless provided
otherwise by resolution of the board of directors, the chairman of the board
shall have the duties and authority of a chief executive officer. The chairman
of the board shall preside at all meetings of the stockholders, and, if a
director, at all meetings of the board of directors.
15. PRESIDENT. Should the board of directors elect a president,
he shall, subject to the control of the board of directors, have such
supervision, direction and control of the business and officers of the
Corporation as the board of directors may delegate to such officer from time to
time. Absent such specific delegation, and in the absence of the existence of
the office of chairman of the board, the president shall have the duties and
authority of a chief executive officer, and shall preside at all meetings of the
stockholders and, if a director, at all meetings of the board of directors.
Should the office of chairman of the board exist, the president shall have such
duties and authority as may be granted to such officer by the board of directors
or as may be delegated to such officer by the chairman of the board.
16. SECRETARY. Should the board of directors elect a secretary,
he shall be the custodian of the seal of the Corporation and of the books and
records and files thereof, and shall affix the seal of the Corporation to all
stock certificates, papers and instruments requiring the same. The secretary
shall, in the manner provided by law, keep, or cause to be kept, at the
principal executive office, or such other place as the board of directors may
order, a minute book of all meetings of directors and stockholders. The
secretary shall keep, or cause to be kept, at the principal executive office or
at the office of the Corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
cancellation of every certificate surrendered for cancellation.
17. CHIEF FINANCIAL OFFICER. Should the board of directors elect
a chief financial officer, he shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. The chief
financial officer shall render to the president or the board of directors,
whenever such officer or board so requests, an account of the financial
condition of the Corporation.
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V.
Stock
1. CERTIFICATE OF SHARES. Every owner of shares in the
Corporation shall be entitled to have a certificate in such form, not
inconsistent with the Certificate of Incorporation or any law, as shall be
prescribed by the board of directors, certifying the number of shares and class
or series owned by such stockholder in the Corporation. Every certificate for
shares shall be signed by, or in the name of the Corporation signed by, the
chairman or the vice chairman of the board, if any, the president or a vice
president, and the chief financial officer or an assistant chief financial
officer or treasurer or the secretary or an assistant secretary. Subject to the
restrictions provided by law, signatures may be a facsimile and shall be
effective irrespective of whether any person whose signature appears on the
certificate shall have ceased to be such officer before the certificate is
delivered by the Corporation. Each certificate issued shall bear all statements
or legends required by law to be affixed thereto.
2. TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof or by such other person as may under law be authorized to endorse such
shares for transfer, or by such stockholder's attorney thereunto authorized by
power of attorney duly executed and filed with the secretary or with the
transfer agent or transfer clerk. Except as otherwise provided by law, upon
surrender to the Corporation or its transfer agent or transfer clerk of a
certificate for shares duly endorsed and accompanied by all applicable taxes
thereon, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books. The secretary or transfer agent may require that all
signatures shall be guaranteed. Whenever any transfer of shares shall be made
for collateral security and not absolutely, such facts shall be so expressed in
the entry of transfer if, when the certificate or certificate shall be presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation so to do.
3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The
holder of any shares of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificate therefor. The
board of directors shall direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, or upon the
surrender of any mutilated certificate, if the Corporation shall not theretofore
have received notice that the certificate alleged to have been lost, destroyed
or stolen has been acquired by a bona fide purchaser thereof, and the board of
directors may, at its discretion, require the owner of the lost, stolen, or
destroyed certificate or such owner's legal representatives to give the
Corporation a bond in such sum, limited or unlimited, in such form and with such
surety or sureties as the board of directors shall, in its uncontrolled
discretion, determine, to indemnify the Corporation against any claim that may
be made against it on account of alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate.
4. REGISTERED STOCKHOLDERS. Except as otherwise provided by
law, the Corporation shall be entitled to recognize as the exclusive owner of
shares or other securities of the
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Corporation, for all purposes as regards the Corporation, the person in
whose name the shares or other securities stand registered on its books as the
owner, and such person exclusively shall be entitled to receive dividends and to
vote as such owner. To the extent permissible under law, the Corporation shall
be entitled to hold liable for calls and assessments a person registered on its
books as the owner of the shares or other securities, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares or
other securities on the part of any person, whether or not it shall have express
or other notice thereof.
5. REGULATIONS. The board of directors shall have power and
authority to make all such rules and regulations not inconsistent with law or
with the Certificate of Incorporation as may be deemed expedient concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the Corporation, and may appoint transfer agents, transfer clerks and
registrars thereof.
VI.
Corporate Records--Inspection
1. RECORDS. The Corporation shall maintain adequate and correct
accounts, books and records of its business and properties. All of such books,
records and accounts shall be kept at the Corporation's principal executive
office, as fixed by the board of directors from time to time.
2. INSPECTION OF BOOKS AND RECORDS. All books and records of
the Corporation shall, to the extent required by law, be open to inspection of
directors, stockholders, and voting trust certificate holders, in the manner
provided by law.
3. INSPECTION OF BYLAWS. The Corporation shall keep in its
principal execu tive office the original or a copy of these Bylaws as amended or
otherwise altered to date, which shall be open to inspection by the stockholders
at all reasonable times during office hours. The Corporation shall upon the
written request of any stockholder furnish to such stockholder a copy of these
bylaws as amended to date.
VII.
Seal
The board of directors may adopt a corporate seal, which shall be
circular in form, and shall have inscribed thereon the name of the Corporation,
the date of its incorporation, the word "Delaware," and such other words or
figures as the board of directors may approve and adopt. The board of directors
may alter the corporate seal at any time and from time to time, provided the
seal, as altered, conforms with the requirements of this Article.
VIII.
Fiscal Year
The fiscal year of the Corporation shall be as determined by the board
of directors from time to time.
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IX.
Indemnification
1. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. Subject to Section 3 of this Article, the Corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the board of directors.
2. PREPAYMENT OF EXPENSES. The Corporation shall pay the
expenses (including attorneys fees) incurred by an indemnitee in defending any
proceeding in advance of its final disposition; provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Article or otherwise.
3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty (60) days after a
written claim therefor by the indemnitee has been received by the Corporation,
the indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the indemnitee was not entitled to the requested indemnification
or payment of expenses under applicable law.
4. NONEXCLUSIVITY OF RIGHTS. The rights conferred on any person
by this Article shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
5. OTHER INDEMNIFICATION. The Corporation's obligation, if any,
to indem nify or advance expenses to any person who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such person may collect as indemnification or advancement
from such other corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
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6. AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
X.
Amendments
1. AMENDMENTS. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, upon the affirmative vote given
at a meeting, or the written consent without a meeting, of the holders of record
of a majority of the total number of shares of the Corporation voting thereon
or, if permitted by the Certificate of Incorporation, by the board of directors.
2. RECORDATION. If any Bylaw is adopted, amended or repealed,
such action shall be recorded in the Bylaw section of the minute book in the
appropriate place.
THIS IS TO CERTIFY: That I am the duly elected, qualified and acting
Secretary of Protection One, Inc. and that the foregoing Bylaws are the Bylaws
of said corporation as amended on March 21, 1996.
/s/ John W. Hesse
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John W. Hesse, Secretary
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