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EXHIBIT 3.2
BY-LAWS
OF
INTERMEDIA PARTNERS IV CAPITAL CORP.
a Delaware corporation
(the "Corporation")
As adopted on April 3, 1996
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TABLE OF CONTENTS
Page
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ARTICLE I Offices...............................................................................................1
Section 1.1 Registered Office...........................................................1
Section 1.2 Additional Offices..........................................................1
ARTICLE II Stockholders Meetings................................................................................1
Section 2.1 Annual Meetings.............................................................1
Section 2.2 Special Meetings............................................................1
Section 2.3 Notices.....................................................................1
Section 2.4 Quorum......................................................................2
Section 2.5 Organization and Conduct of Meetings........................................2
Section 2.6 Notification of Stockholder Business........................................2
Section 2.7 Voting of Shares............................................................3
Section 2.7.1 Voting Lists........................................................3
Section 2.7.2 Votes Per Share.....................................................4
Section 2.7.3 Proxies.............................................................4
Section 2.7.4 Required Vote.......................................................4
Section 2.7.5 Consents in Lieu of Meeting.........................................5
ARTICLE III Directors...........................................................................................5
Section 3.1 Purpose.....................................................................5
Section 3.2 Number......................................................................5
Section 3.3 Election....................................................................5
Section 3.4 Notification of Nominations.................................................5
Section 3.5 Vacancies and Newly Created
Directorships...............................................................6
Section 3.6 Removal.....................................................................6
Section 3.7 Compensation................................................................7
ARTICLE IV Board Meetings.......................................................................................7
Section 4.1 Regular Meetings............................................................7
Section 4.2 Special Meetings............................................................7
Section 4.3 Conduct of Meetings.........................................................7
Section 4.4 Quorum, Required Vote.......................................................8
Section 4.5 Consent In Lieu of Meeting..................................................8
ARTICLE V Committees of Directors...............................................................................8
Section 5.1 Establishment; Standing Committees..........................................8
Section 5.1.1. Finance Committee...................................................8
Section 5.1.2. Audit Committee.....................................................9
Section 5.1.3. Compensation Committee..............................................9
Section 5.2. Available Powers............................................................9
Section 5.3. Unavailable Powers........................................................ 10
Section 5.4. Alternate Members......................................................... 10
Section 5.5. Procedures................................................................ 10
ARTICLE VI Officers........................................................................................... 10
Section 6.1 Elected Officers.......................................................... 10
Section 6.1.1. Chairman of the Board............................................. 11
Section 6.1.2. President......................................................... 11
Section 6.1.3. Chief Financial Officer........................................... 11
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Section 6.1.4. Vice Presidents................................................... 11
Section 6.1.5. Secretary......................................................... 11
Section 6.1.6. Assistant Secretaries............................................. 12
Section 6.1.7. Treasurer......................................................... 12
Section 6.1.8. Assistant Treasurers.............................................. 12
Section 6.1.9. Divisional Officers............................................... 13
Section 6.2. Election.................................................................. 13
Section 6.3. Appointed Officers........................................................ 13
Section 6.4. Multiple Officeholders, Stockholder and
Director Officers......................................................... 13
Section 6.5. Compensation Vacancies.................................................... 13
Section 6.6. Additional Powers and Duties.............................................. 13
Section 6.7. Removal................................................................... 14
Section 6.8. Voting Upon Stocks........................................................ 14
ARTICLE VII Share Certificates................................................................................ 14
Section 7.1. Entitlement to Certificates............................................... 14
Section 7.2. Multiple Classes of Stock................................................. 14
Section 7.3. Signatures................................................................ 15
Section 7.4. Issuance and Payment...................................................... 15
Section 7.5. Lost, Stolen or Destroyed Certificates.................................... 15
Section 7.6. Transfer of Stock......................................................... 15
Section 7.7. Registered Stockholders................................................... 16
ARTICLE VIII Indemnification.................................................................................. 16
Section 8.1. General................................................................... 16
Section 8.2 Actions by or in the Right of the
Corporation............................................................... 16
Section 8.3 Board Determinations...................................................... 17
Section 8.4 Advancement of Expenses................................................... 17
Section 8.5 Nonexclusive.............................................................. 17
Section 8.6 Insurance................................................................. 18
Section 8.7 Certain Definitions....................................................... 18
Section 8.8 Change in Governing Law................................................... 18
ARTICLE IX INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS.................................................... 19
Section 9.1 Validity.................................................................. 19
Section 9.2 Disclosure Approval....................................................... 19
Section 9.3 Nonexclusive.............................................................. 19
ARTICLE X MISCELLANEOUS....................................................................................... 19
Section 10.1 Place of Meetings......................................................... 19
Section 10.2 Fixing Record Dates....................................................... 20
Section 10.3 Means of Giving Notice.................................................... 20
Section 10.4 Waiver of Notice.......................................................... 20
Section 10.5 Attendance via Communications
Equipment................................................................. 21
Section 10.6 Dividends................................................................. 21
Section 10.7 Reserves.................................................................. 21
Section 10.8 Reports to Stockholders................................................... 21
Section 10.9 Checks, Notes and Contracts............................................... 21
Section 10.10 Loans..................................................................... 22
Section 10.11 Fiscal Year............................................................... 22
Section 10.12 Seal...................................................................... 22
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Section 10.13 Books and Records......................................................... 22
Section 10.14 Resignation............................................................... 22
Section 10.15 Surety Bonds.............................................................. 22
Section 10.16 Amendments................................................................ 23
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BY-LAWS
OF
INTERMEDIA PARTNERS IV CAPITAL CORP.
ARTICLE I
Offices
Section 1.1 Registered Office. The registered office of the Corporation
within the State of Delaware shall be located at the principal place of business
in said state of such Corporation or individual acting as the Corporation's
registered agent in Delaware.
Section 1.2 Additional Offices. The Corporation may, in addition to its
registered office in the State of Delaware, have such other offices and places
of business, both within and without the State of Delaware, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business and affairs of the Corporation may require.
ARTICLE II
Stockholders Meetings
Section 2.1 Annual Meetings. Annual meetings of stockholders shall be
held at a place and time on any weekday which is not a holiday and which is not
more than 120 days after the end of the fiscal year of the Corporation as shall
be designated by the Board of Directors and stated in the notice of the meeting,
at which meeting the stockholders shall elect the directors of the Corporation
and transact such other business as may properly be brought before the meeting.
Section 2.2 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, the Certificate
of Incorporation or by these By-Laws, may be called only by (i) the Chairman of
the Board, (ii) the President or (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the then- authorized number of directors of
the Corporation.
Section 2.3 Notices. Written notices of each stockholder meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote thereat at the address of such stockholder as
reflected in the records of the Corporation. Such notice shall be given by or at
the direction of the party calling such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. If said notice is for a
stockholders meeting other than an annual
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meeting, it shall in addition state the purpose or purposes for which said
meeting is being called, and the business transacted at such meeting shall be
limited to the matters so stated in said notice and any matters reasonably
related thereto.
Section 2.4 Quorum. At any stockholders meeting, the holders present in
person or by proxy of a majority of the outstanding shares of capital stock
entitled to vote thereat shall constitute a quorum of the stockholders for all
purposes (unless the representation of a larger number of shares shall be
required by law or by the Certificate of Incorporation, in which case the
representation of the number of shares so required shall constitute a quorum).
The holders of a majority of the outstanding shares of capital stock
entitled to vote which are present in person or by proxy at any meeting (whether
or not constituting a quorum of the outstanding shares) may adjourn the meeting
from time to time without notice other than by announcement thereat; and at any
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally called,
but only those stockholders entitled to vote at the meeting originally noticed
shall be entitled to vote at any adjournment or adjournments thereof. However,
if the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 2.5 Organization and Conduct of Meetings. The Chairman of the
Board shall call stockholders meetings to order and shall act as Chairman of
such meetings. In the absence of the Chairman of the Board at any meeting, the
President or, in his absence, any Vice President designated by the Board of
Directors to perform the duties of the Chairman of the Board shall act as
Chairman. In the absence of the Chairman of the Board, the President and any
such Vice President at any meeting, the holders of a majority of the shares of
capital stock entitled to vote present in present or by proxy at such meeting
shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all
stockholders meetings; but, in the absence of the Secretary, the Chairman may
appoint any person to act as Secretary of the meeting.
Proceedings at every stockholders meeting shall, at the election of the
chairman, comply with Robert's Rules of Order (latest published edition).
Section 2.6 Notification of Stockholder Business. All business properly
brought before an annual meeting shall be transacted at such meeting. Subject to
the right of stockholders to elect a Chairman of the meeting, as set forth in
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Section 2.5 of these By-Laws, business shall be deemed properly brought only if
it is (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors or
(iii) brought before the meeting by a stockholder of record entitled to vote at
such meeting if written notice of such stockholder's intent to bring such
business before such meeting is delivered to, or mailed, postage prepaid, and
received by, the Secretary of the Corporation at the principal executive offices
of the Corporation not later than the close of business on the tenth day
following the date on which the Corporation first makes public disclosure (by
notice to any national securities exchange or national market system in the
United States on which the capital stock of the Corporation entitled to vote at
such meeting is listed or otherwise) of the date of the annual meeting;
provided, however, that in the event that the annual meeting is adjourned, and
the Corporation is required by Delaware law to give notice to stockholders of
the adjourned meeting date, written notice of such stockholder's intent to bring
such business before the meeting must be delivered to or received by the
Secretary of the Corporation no later than the close of business on the fifth
day following the earlier of (1) the date the Corporation makes public
disclosure (by notice to any such exchange or system or otherwise) of the date
of the adjourned meeting or (2) the date on which notice of such adjourned
meeting is first given to stockholders. Each notice given by such stockholder
shall set forth: (A) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
(B) the name and address of the stockholder who intends to propose such
business; (C) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting (or if the record date
for such meeting is subsequent to the date required for such stockholder notice,
a representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the record date for such meeting)
and intends to appear in person or by proxy at such meeting to propose such
business; and (D) any material interest of the stockholder, if any, in such
business. The Chairman of the meeting may refuse to transact any business at any
meeting made without compliance with the foregoing procedure.
Section 2.7 Voting of Shares.
Section 2.7.1 Voting Lists. The officer or agent who has charge of the
stock ledger of the Corporation shall prepare, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote thereat arranged in alphabetical order and showing the address 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
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hours for a period of at least then (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 original stock transfer books
shall be prima face evidence as to who are the stockholders entitled to examine
such list or transfer books or to vote at any meeting of stockholders. Failure
to comply with the requirements of this section shall not affect the validity of
any action taken at said meeting.
Section 2.7.2 Votes Per Share. Each outstanding share of capital stock
shall be entitled to vote in accordance with the provisions for voting included
in the Certificate of Incorporation. In determining the number of shares of
stock required by law, by the Certificate of Incorporation or by the By-Laws to
be represented for any purpose, or to determine the outcome of any matter
submitted to stockholders for approval or consent, the number of shares
represented or voted shall be weighted in accordance with the provisions of the
Certificate of Incorporation regarding voting powers of each class of stock. Any
reference in these By-Laws to a majority or a particular percentage of the
voting stock or a majority or a particular percentage of the capital stock shall
be deemed to refer to a majority or a particular percentage, respectively, of
the voting power of such stock. Issues shall be determined by a class vote only
when a class vote is required by law or the Certificate of Incorporation.
Section 2.7.3 Proxies. Every stockholder entitled to vote at a meeting
or to express consent or dissent without a meeting or a stockholder's duly
authorized attorney-in-face may authorize another person or persons to act for
him by proxy. Each proxy shall be in writing, executed by the stockholder giving
the proxy or by his duly authorized attorney. No proxy shall be voted on or
after three years (3) years from its date, unless the proxy provides for a
longer period. Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it, or his legal representatives or assigns,
except in those cases where an irrevocable proxy permitted by statute has been
given.
Section 2.7.4 Required Vote. When a quorum is present at any meeting,
the vote of the holders, present in person or represented by proxy, of capital
stock of the Corporation representing a majority of the votes of all capital
stock of the Corporation entitled to vote thereat shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of law or the Certificate of Incorporation or these By-Laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
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Section 2.7.5 Consents in Lieu of Meeting. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any annual or special meeting of the stockholders of
the Corporation, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holders of capital stock of the Corporation having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a duly convened meeting. The signed consent, or a signed copy, shall
be placed in the minute book of the Corporation.
ARTICLE III
Directors
Section 3.1 Purpose. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors, acting by not
less than a majority of the directors then in office. The Board of Directors
shall exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law, the Certificate of Incorporation or these By-Laws
directed or required to be exercised or done by the stockholders. Directors need
not be stockholders or residents of the State of Delaware.
Section 3.2 Number. The number of directors constituting the Board of
Directors shall never be less than one (1) nor more than twenty-five (25), and
shall be determined by resolution of the Board of Directors.
Section 3.3 Election. Directors shall be elected by the stockholders by
plurality vote at a stockholders meeting as provided in the Certificate of
Incorporation and by these By-Laws, and each director shall hold office until
his successor has been duly elected and qualified.
Section 3.4 Notification of Nominations. Subject to the rights of the
holders of any one or more series of Preferred Stock then outstanding,
nominations for the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote for the election of directors. Any
stockholder entitled to vote for the election of directors at an annual meeting
or a special meeting called for the purpose of electing directors may nominate
persons for election as directors at such meeting only if written notice of such
stockholder's intent to make such nomination is delivered to, or mailed, postage
prepaid, and received by, the Secretary of the Corporation at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the date on which the Corporation first makes public
disclosure (by notice to any national securities exchange
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or national market system in the United States on which the capital stock of the
Corporation entitled to vote at such meeting is listed or otherwise) of the date
of the meeting; provided, however, that in the event that the meeting is
adjourned, and the Corporation is required by Delaware law to give notice to
stockholders of the adjourned meeting date, written notice of such stockholder's
intent to make such nomination at such adjourned meeting must be delivered to or
received by the Secretary of the Corporation no later than the close of business
on the fifth day following the earlier of (1) the date the Corporation makes
public disclosure (by notice to any such exchange or system or otherwise) of the
date of the adjourned meeting or (2) the date on which notice of such adjourned
meeting is first given to stockholders. Each notice given by such stockholder
shall set forth: (A) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (B) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting (or if the record date for such
meeting is subsequent to the date required for such stockholder notice, a
representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the record date for such meeting)
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (C) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (D) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (E) the written consent of each
nominee to serve as a director of the Corporation is so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any person made without
compliance with the foregoing procedure.
Section 3.5 Vacancies and Newly Created Directorships. Any newly
created directorships or any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause, may be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board. Any director elected in accordance with
the preceding sentence shall hold office until the next annual meeting of
stockholders or until his successor has been duly elected and qualified, subject
to earlier death, resignation, disqualification or removal.
Section 3.6 Removal. Any director may be removed either for or without
cause at any special meeting of stockholders by the affirmative vote of a
majority in number of the stockholders present in person or represented by proxy
at such meeting and
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entitled to vote for the election of such director, if notice of the intention
to act up such matter shall have been given in the notice calling such meeting.
Section 3.7 Compensation. Unless otherwise restricted by law, the
Certificate of Incorporation or these By-Laws, the Board of Directors shall have
the authority to fix compensation of directors. The directors may be reimbursed
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid either a fixed sum for attendance at each meeting of the Board
of Directors and/or a stated salary as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of committees of the Board of Directors may be
allowed like compensation.
ARTICLE IV
Board Meetings
Section 4.1 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors shall
determine. No notice shall be required for any regular meeting of the Board of
Directors, but a notice of the fixing or changing of the time or place of
regular meetings shall be mailed to every director at least five (5) days before
the first meeting held pursuant to the notice.
Section 4.2 Special Meetings. Special meetings of the Board of
Directors (i) may be called by the Chairman of the Board or President and (ii)
shall be called by the President or Secretary on the written request of two or
more directors. Notice of each special meeting of the Board of Directors shall
be given to each director at least 24 hours before the meeting if such notice is
delivered personally or by means of telephone, telegram, telex or facsimile
transmission and delivery; two (2) days before the meeting if such notice is
delivered by a recognized express delivery service; and three (3) days before
the meeting if such notice is delivered through the United States mail. Any and
all business may be transacted at a special meeting which may be transacted at a
regular meeting of the Board of Directors. Except as may be otherwise expressly
provided by law, the Certificate of Incorporation or these ByLaws, neither the
business to be transacted at, nor the purpose of, any special meeting need be
specified in the notice or waiver of notice of such meeting.
Section 4.3 Conduct of Meetings. The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall determine the order
of business that shall be considered at such meetings. In the absence of the
Chairman of the Board, the President shall preside at all meetings of the Board
of Directors. In the absence of the President, a Chairman
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of the meeting shall be elected from the directors present. The Secretary of the
Corporation shall act as Secretary of all meetings of the directors, but in the
absence of the Secretary, the Chairman of the meeting may appoint any person to
act as Secretary of the meeting.
Section 4.4 Quorum, Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law, the Certificate of Incorporation
or these By-Laws. If a quorum shall not be present at any meeting, a majority of
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.
Section 4.5 Consent In Lieu of Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken by written consent in lieu of a meeting in accordance with
applicable provisions of law.
ARTICLE V
Committees of Directors
Section 5.1 Establishment; Standing Committees. The Board of Directors
may by resolution establish, name or dissolve one or more committees, each
committee to consist of one or more of the directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required. Such committees may include the following standing committees,
which committees, if established, shall have and may exercise the following
powers and authority:
Section 5.1.1. Finance Committee. The Finance Committee shall, from
time to time, meet to review the Corporation's consolidated operating and
financial affairs, both with respect to the Corporation and all of its
subsidiaries, and to report its findings and recommendations to the Board of
Directors for final action. The Financial Committee shall not be empowered to
approve any corporate action, of whatever kind or nature and the recommendations
of the Finance Committee shall not be binding on the Board of Directors, except
when, pursuant to the provisions of Section 5.2 of these By-Laws, such power and
authority have been specifically delegated to such committee by the Board of
Directors by resolution. In addition to the foregoing, the specific duties of
the Finance Committee shall be determined by the Board of Directors by
resolution.
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Section 5.1.2. Audit Committee. The Audit Committee shall, from time to
time, but no less than two times per year, meet to review and monitor the
financial and cost accounting practices and procedures of the Corporation and
all of its subsidiaries and to report its findings and recommendations to the
Board of Directors for final action. In addition, the Audit Committee shall
perform other accounting services for the Corporation to the Board of Directors
for submission to the stockholders for approval. The composition of the Audit
Committee shall meet the requirements of any national securities exchange or
national market system on which the Corporation lists any of its capital stock.
The Audit Committee shall not be empowered to approve any corporate action, of
whatever kind or nature, and the recommendations of the Audit Committee shall
not be binding on the Board of Directors, except when, pursuant to the
provisions of Section 5.2 of these By-Laws, such power and authority have been
specifically delegated to such committee by the Board of Directors by
resolution. In addition to the foregoing, the specific duties of the Audit
Committee shall be determined by the Board of Directors by resolution.
Section 5.1.3. Compensation Committee. The Compensation Committee
shall, from time to time, meet to review the various compensation plans,
policies and practices of the Corporation and all of its subsidiaries and to
report its findings and recommendations to the Board of Directors for final
action. The Compensation Committee shall not be empowered to approve any
corporate action, of whatever kind or nature, and the recommendations of the
Compensation Committee shall not be binding on the Board of Directors, except
when, pursuant to the provisions of Section 5.2 of these By-Laws, such power and
authority have been specifically delegated to such committee by the Board of
Directors by resolution. In addition to the foregoing, the specific duties of
the Compensation Committee shall be determined by the Board of Directors by
resolution.
Section 5.2. Available Powers. Any committee established pursuant to
Section 5.1 of these By-Laws, including the Finance Committee, the Audit
Committee and the Compensation Committee, but only to the extent provided in the
resolution of the Board of Directors establishing such committee or otherwise
delegating specific power and authority to such committee, and as limited by
law, the Certificate of Incorporation, and these By-Laws, 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, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
Without limiting the foregoing, such committee may, but only to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
General Corporation Law of the State of Delaware, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the
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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 company.
Section 5.3. Unavailable Powers. No committee of the Board of Directors
shall have the power or authority to amend the Certificate of Incorporation
(except in connection with the issuance of capital stock as provided in the
previous section); adopt an agreement of merger or consolidation; recommend to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, a dissolution of the Corporation or a
revocation of such a dissolution; amend the By-Laws of the Corporation; or,
unless the resolution establishing such committee or the Certificate of
Incorporation expressly so provides, declare a dividend, authorize the issuance
of stock or adopt a certificate of ownership and merger.
Section 5.4. Alternate Members. In the absence or disqualification of a
member of a committee, (i) the Board of Directors may designate one or more
directors as alternate members of any such committee or (ii) the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member; provided, however, that any person or
persons appointed pursuant to subparagraph (i) or (ii) are qualified to serve on
such committee in accordance with the resolutions establishing the same.
Section 5.5. Procedures. Time, place and notice, if any, of meetings of
a committee shall be determined by such committee. At meetings of a committee, a
majority of the number of members designated by the Board of Directors to serve
on such committee shall constitute a quorum for the transaction of business. The
act of a majority of the members present at any meeting at which a quorum is
present shall be the act of the committee, except as otherwise specifically
provided by law, the Certificate of Incorporation, these By-Laws or the
resolution or resolutions establishing such committee. If a quorum is not
present at a meeting of a committee, the members present may adjourn the meeting
from time to time, without notice other than an announcement at the meeting,
until a quorum is present.
ARTICLE VI
Officers
Section 6.1 Elected Officers. The Board of Directors shall elect a
President and a Secretary (collectively, the "Required Officers") and may elect
such other officers having
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the titles and duties set forth below which are not reserved from the Required
Officers or such other titles as the Board of Directors may by resolution from
time to time establish. The respective duties of the Required Officers or any
other officer, shall be defined by and subject to the description of such office
set forth below and by the resolution creating the same.
Section 6.1.1. Chairman of the Board. The Chairman of the Board, or in
his absence, the President, shall preside, when present, over all meetings of
the stockholders and the Board of Directors. The Chairman of the Board shall
advise and counsel the President and other officers and shall exercise such
powers and perform such duties as shall be assigned to or required of him from
time to time by the Board of Directors or these ByLaws. The Chairman of the
Board may execute bonds, mortgages and other contracts requiring a seal under
the seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed to another agent of the Corporation or where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The Chairman of the
Board may delegate all or any of his powers or duties to the President, if and
to the extent deemed by the Chairman of the Board to be desirable or
appropriate.
Section 6.1.2. President. The President shall be the chief executive
officer of the Corporation, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of the Chairman of
the Board or in the event of his inability or refusal to act, the President
shall perform the duties and exercise the powers of the Chairman of the Board.
Section 6.1.3. Chief Financial Officer. The Chief Financial Officer
shall be the principal financial officer of the Corporation and shall have such
powers and perform such duties as these By-Laws or the Board of Directors may
from time to time prescribe.
Section 6.1.4. Vice Presidents. In the absence of the President, or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors, or in the absence of any such designation,
then in the order of their election or appointment) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all restrictions upon the President.
Section 6.1.5. Secretary. The Secretary shall keep in books provided
for that purpose the minutes of all meetings of the Board of Directors and of
all committees of the Board of Directors and the minutes of all meetings of the
stockholders;
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he shall attend to the giving or serving of all notices of the Corporation; he
may sign with the Chairman of the Board or the President or a Vice President, in
the name of the Corporation, all contracts when authorized so to do either
generally or in specific instances by the Board of Directors or by any committee
of the Board of Directors having the requisite authority and, when so ordered by
the Board of Directors or such committee, he shall affix the seal of the
Corporation thereto; he may sign with the Chairman of the Board, the President
or a Vice President certificate of shares of the capital stock; he shall have
charge of the stock certificate books, transfer books and stock ledgers and such
other books and papers as the Board of Directors shall direct, all of which
shall at all reasonable times be open to the examination of the independent
public accountants of the Corporation or any director, at the office of the
Corporation during business hours; and he shall in general perform all the
duties incident to the office of Secretary, subject to the control of the Board
of Directors.
Section 6.1.6. Assistant Secretaries. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries (in the order determined by
the Board of Directors or if there be no such determination, then in the order
of their election or appointment) shall, in the absence of the Secretary or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the Secretary.
Section 6.1.7. Treasurer. The Treasurer shall have custody of all the
funds and securities of the Corporation which may come into his hands, and shall
deposit the same with such bank or banks or other depositary or depositaries as
the Board of Directors from time to time shall determine; he may endorse on
behalf of the Corporation for collection checks, notes and other obligations and
shall deposit the same to the credit of the Corporation; he may sign with the
Chairman of the Board or the President or a Vice President certificate for
shares of the capital stock; he shall enter or cause to be entered regularly int
he books of the Corporation full and accurate accounts of all moneys received
and paid on account for the Corporation and wherever required by the Board of
Directors shall render statements of such accounts; he shall, at all reasonable
times, exhibit his books and accounts to the independent public accountant of
the Corporation or to any director of the Corporation during business hours; and
he shall perform all acts incident of the office of Treasurer, subject to the
control of the Board of Directors.
Section 6.1.8. Assistant Treasurers. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers (in the order determined
by the Board of Directors or if there be no such determination, then in the
order of their election or appointment) shall, in the absence of the Treasurer
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Treasurer.
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Section 6.1.9. Divisional Officers. Each division of the Corporation,
if any, may have a President, Secretary or Treasurer and one or move Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other assistant
officers. Any number of such officers may be held by the same person. Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board of Directors and such other officers that the Board of Directors may
place in authority over them. The officers of each division shall have such
authority with respect to the business and affairs of that division as may be
granted from time to time by the Board of Directors, and in the regular course
of business of such division may sign contracts and other documents in the name
of the division where so authorized; provided that in no case and under no
circumstances shall an officer of one division have authority to bind any other
division of the Corporation except as necessary in the pursuit of the normal and
usual business of the division of which he is an officer.
Section 6.2. Election. All officers shall serve until their successors
are duly elected and qualified or until their earlier death, disqualification,
retirement, resignation or removal from office.
Section 6.3. Appointed Officers. The Board of Directors may also
appoint or delegate the power to appoint such other officers, assistant officers
and agents, and may also remove such officers and agents or delegate the power
to remove same, as it shall from time to time deem necessary, and the titles and
duties of such appointed such officers may be as described in Section 6.1 for
elected officers; provided that the officers and any officer possessing
authority over or responsibility for any function of the Board of Directors
shall be elected officers.
Section 6.4. Multiple Officeholders, Stockholder and Director Officers.
Any number of officers may be held by the same person, unless the Certificate of
Incorporation or these By-Laws otherwise provide. Officers need not be
stockholders or residents of the State of Delaware. Officers, such as the
Chairman of the Board, possessing authority over or responsibility for any
function of the Board of Directors must be directors.
Section 6.5. Compensation Vacancies. The compensation of elected
officers shall be set by the Board of Directors. The Board of Directors shall
also fill any vacancy in an elected office. The compensation of appointed
officers and the filling of vacancies in appointed officers may be delegated by
the Board of Directors to the same extent as permitted by these By-Laws for the
initial filling of such offices.
Section 6.6. Additional Powers and Duties. In addition to the foregoing
especially enumerated powers and duties, the several elected and appointed
officers of the Corporation shall
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perform such other duties and exercise such further powers as may be provided by
law, the Certificate of Incorporation or these By-Laws or as the Board of
Directors may from time to time determine or as may be assigned to hem by any
competent committee or superior officer.
Section 6.7. Removal. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board of Directors.
Section 6.8. Voting Upon Stocks. Unless otherwise ordered by the Board
of Directors, the Chairman of the Board or the President, or any other officer
of the Corporation designated by the Chairman of the Board or the President,
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote in person or by proxy at any meeting of the holders of
securities of any corporation or entity in which the Corporation may own or hold
stock or other securities, and at any such meeting shall possess and may
exercise in person or by proxy any and all rights, powers and privileges
incident to the ownership of such stock or other securities which the
Corporation, as the owner or holder thereof, might have possessed and exercised
if present. The Chairman of the Board, the President or any other officer of the
Corporation designated by the Chairman of the Board or the President, may also
execute and deliver on behalf of the Corporation powers of attorney, proxies,
waivers of notice and other instruments relating to the stocks or securities
owned or held by the Corporation. The Board of Directors may, from time to time,
by resolution confer like powers upon any other person or persons.
ARTICLE VII
Share Certificates
Section 7.1. Entitlement to Certificates. Every holder of the capital
stock of the Corporation, unless and to the extent the Board of Directors by
resolution provides that any or all classes or series of stock shall be
uncertificated, shall be entitled to have a certificate, in such form as is
approved by the Board of Directors and conforms with applicable law, certifying
the number of shares owned by him.
Section 7.2. Multiple Classes of Stock. If the Corporation shall be
authorized to issue more than one class of capital stock or more than one series
of any class, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, limitations or restrictions of such preferences
and/or rights shall, unless the Board of Directors shall by resolution provide
that such class or series of stock shall be uncertificated, be set forth in full
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or summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock; provided that, to the extent
allowed by law, in lieu of such statement, the face or back of such certificate
may state that the Corporation will furnish a copy of such statement without
charge to each requesting stockholder.
Section 7.3. Signatures. Each certificate representing capital stock of
the Corporation shall be signed by or in the name of the Corporation by (1) the
Chairman of the Board, the President or a Vice President; and (2) the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Corporation. The signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to hold such office before such
certificate is issued, it may be issued by the Corporation with the same effect
as if held such office on the date of issue.
Section 7.4. Issuance and Payment. Subject to the provisions of the
law, the Certificate of Incorporation or these By-Laws, shares may be issued for
such consideration and to such persons as the Board of Directors may determine
from time to time. Shares may not be issued until the full amount of the
consideration has been paid, unless upon the face or back of each certificate
issued to represent any partly paid shares of capital stock there shall have
been set forth the total amount of the consideration to be paid.
Section 7.5. Lost, Stolen or Destroyed Certificates. The Board of
Directors may 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 upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 7.6. Transfer of Stock. Upon surrender to the Corporation or
its transfer agent, if any, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer and of the payment of all taxes applicable to the transfer of said
shares, the Corporation shall be obligated to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books; provided, however, that
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the Corporation shall not be so obligated unless such transfer was made in
compliance with applicable state and federal securities laws.
Section 7.7. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, vote and be held liable for calls and
assessments and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
ARTICLE VIII
Indemnification
Section 8.1. General. The Corporation shall indemnify any person who
was or is party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of or in any other capacity with
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had not
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, have
reasonable cause to believe that his conduct was unlawful.
Section 8.2 Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of or in any other capacity with
another corporation,
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partnership, joint venture or trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 8.3 Board Determinations. Any indemnification under Section 8.1
and 8.2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 8.1 and 8.2.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written
Section 8.4 Advancement of Expenses. Expenses incurred by a director,
officer, employee or agent of the Corporation in defending a civil or criminal
action, suit or proceeding shall (in the case of any action, suit or proceeding
against a director of the Corporation) or may (in the case of any pending
threatened action, suit or proceeding against an officer, employee or agent) be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized by law or in this Section.
Section 8.5 Nonexclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section shall not be deemed
exclusive of any other rights which any director, officer, employee or agent of
the Corporation seeking indemnification or advancement of expenses may be
entitled under any other provision of these By-Laws or by the Certificate of
Incorporation, an agreement, a vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall, unless otherwise provided
when authorized or ratified, continue as to a person
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who has ceased to be a director, officer, employee or agent of the Corporation
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 8.6 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him any such capacity or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under provisions of the statutes, the
Certificate of Incorporation or this Section.
Section 8.7 Certain Definitions. For purposes of this Article VIII, (a)
references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, which, if its separate
existence had continued, would have the power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation, or is
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued; (b) references to "other enterprises" shall include employee benefit
plans; (c) references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and (d) references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
any employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Section.
Section 8.8 Change in Governing Law. In the event of any amendment or
addition to Section 145 of the General Corporation Law of the State of Delaware
or the addition of any other section to such law which shall limit
indemnification rights thereunder, the Corporation shall, to the extent
permitted by the General Corporation Law of the State of Delaware, indemnify to
the fullest extent authorized or permitted hereunder, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or
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proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.
ARTICLE IX
INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS
Section 9.1 Validity. Any contract or other transaction between the
Corporation and any of its directors, officers or stockholders (or any
corporation or firm in which any of them are directly or indirectly interested)
shall be valid for all purposes notwithstanding the presence of such director,
officer, or stockholder at the meeting authorizing such contract or transaction,
or his participation or vote in such meeting or authorization.
Section 9.2 Disclosure Approval. The foregoing shall, however, apply
only if the material facts of the relationship or the interest of each such
director, officer or stockholder is known or disclosed:
(1) to the Board of Directors and it nevertheless in good
faith authorizes or ratifies the contract or transaction by a majority
of the directors present, each such interested director to be counted
in determining whether a quorum is present but in calculating the
majority to carry the vote; or
(2) to the stockholders and they nevertheless in good faith
authorize or ratify the contract or transaction by a majority of the
shares present, each such interested stockholder to be counted for
quorum and voting purposes.
Section 9.3 Nonexclusive. This provision shall not be construed to
invalidate any contract or transaction which would be valid in the absence of
this provision.
ARTICLE X
MISCELLANEOUS
Section 10.1 Place of Meetings. All stockholders, directors and
committee meetings shall be held at such place or places, within or without the
State of Delaware, as shall be
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designated from time to time by the Board of Directors or such committee and
stated in the notices thereof. If no such place is so designated, said meetings
shall be held at the principal business office of the Corporation.
Section 10.2 Fixing Record Dates. 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, to receive payment of any dividend or
other distribution or allotment of any rights, to exercise any rights in respect
of any change, conversion or exchange of stock or to effect any other lawful
action, or to make a determination of stockholders for any other proper purpose,
the Board of Directors may fix, in advance, a record date for any such
determination of stockholders, which shall not be more than sixty (60) nor less
than ten (1) days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. In the absence of any action
by the Board of Directors, the date on which a notice of meeting is given, or
the date the Board of Directors adopts the resolution declaring a dividend or
other distribution or allotment or approving any change, conversion or exchange,
as the case may be, shall be the record date. A record date validly fixed for
any meeting of stockholders and the determination of stockholders entitled to
vote at such meeting shall be valid for any adjournment of said meeting except
where such determination has been made through the closing of stock transfer
books and the stated period of closing has expired.
Section 10.3 Means of Giving Notice. Except as expressly provided
elsewhere herein, whenever under law, the Certificate of Incorporation or these
By-Laws, notice is required to be given to any director or stockholder, such
notice may be given in writing and delivered personally, through the United
States mail, by a recognized express of delivery service (such as Federal
Express) or by means of telegraph, telex, or facsimile transmission, addressed
to such director of stockholder at his address, telex or facsimile transmission
number, as the case may be, appearing on the records of the Corporation, with
postage and fees thereon prepaid. Such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail or with an
express delivery service or when transmitted, as the case may be.
Section 10.4 Waiver of Notice. Whenever notice is required to be given
under any provision of law or of the Certificate of Incorporation or of these
By-Laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein shall be deemed
equivalent to notice. Attendance of a person at a meeting of stockholders or of
directors or of a committee shall constitute waiver of notice of such meeting,
except where otherwise provided by law.
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Section 10.5 Attendance via Communications Equipment. Unless otherwise
restricted by law, the Certificate of Incorporation or these By-Laws, members of
the Board of Directors or any committee thereof of the stockholders may hold a
meeting by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can effectively
communicate with each other. Such participation in a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section 10.6 Dividends. Dividends on the capital stock of the
Corporation, paid in cash, property, or securities of the Corporation and as may
be limited by applicable law and applicable provisions of the Certificate of
Incorporation (if any), may be declared by the Board of Directors at any regular
or special meeting.
Section 10.7 Reserves. Before payment of any dividends, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute discretion,
think proper as a reserve or reserves to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the Corporation to be
distributed to stockholders, or for such other purpose as the Board of Directors
shall determine to be in the best interest of the Corporation; and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
Section 10.8 Reports to Stockholders. The Board of Directors shall
present at each annual meeting of stockholders, and at any special meeting of
stockholders when called for by vote of the stockholders, a statement of the
business and condition of the Corporation.
Section 10.9 Checks, Notes and Contracts. Checks and other orders for
the payment of money shall be signed by such person or persons as the Board of
Directors shall from time to time by resolution determine. Contracts and other
instruments or documents may be signed in the name of the Corporation by the
Chairman of the Board or the President or by any other officer authorized to
sign such contract, instrument or document by the Board of Directors, and such
authority may be general or confined to specific instances.
Checks and other orders for the payment of money made payable to the
Corporation may be endorsed for deposit to the credit of the Corporation, with a
depositary authorized by resolution of the Board of Directors, by the Chief
Financial Officer or Treasurer or such other persons as the Board of Directors
may from time to time by resolution determine.
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Section 10.10 Loans. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the Board of
Directors. When authorized so to do by the Board of Directors, any officer or
agent of the Corporation may effect loans and advances for the Corporation from
any bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and delivery
promissory notes, bonds or other evidences of indebtedness of the Corporation.
When authorized so to do by the Board of Directors, any officer or agent of the
Corporation may pledge, hypothecate or transfer, as security for the payment of
any and all loans, advances, indebtedness and liabilities of the Corporation,
any and all stocks, securities and other personal property at any time held by
the Corporation, and to that end may endorse, assign and deliver the same. Such
authority may be general or confined to specific instances.
Section 10.11 Fiscal Year. The fiscal year of the Corporation shall be
the 52-53 week period ending on the Sunday closest to the end of each calendar
year.
Section 10.12 Seal. The seal of the Corporation shall being such form
as shall from time to time be adopted by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.
Section 10.13 Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders, Board of Directors and committees and shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addressed of all stockholders and the number and class of the shares held by
each.
Section 10.14 Resignation. Any director, committee member, officer or
agent may resign by giving written notice to the Chairman of the Board, the
President or the Secretary. The resignation shall take effect at the time
specified herein, or immediately if no time is specified. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 10.15 Surety Bonds. Such officers and agents of the Corporation
(if any) as the President or the Board of Directors may direct, from time to
time, shall be bonded for the faithful performance of their duties and for the
restoration to the Corporation, in case of their death, resignation, retirement,
disqualification or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in their possession or under their control
belonging to the Corporation, in such amounts and by such surety companies as
the president or the Board of Directors may determine. The premiums
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on such bonds shall be paid by the Corporation and the bonds so furnished shall
be in the custody of the Secretary.
Section 10.16 Amendments. These By-Laws may from time to time be
altered, amended or repealed and new By-Laws may be adopted, as provided in the
Certificate of Incorporation.
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