EXHIBIT 3.2
BY-LAWS
OF
STANDARD MICROSYSTEMS CORPORATION
1. STOCKHOLDERS
1.1 Place of Stockholders' Meetings. All meetings of
the stockholders of the Corporation shall be held at such place or
places, within or outside the state of incorporation, as may be fixed
by the Board of Directors from time to time or as shall be specified in
the respective notices thereof.
1.2 Date and Hour of Annual Meetings of Stockholders.
An annual meeting of stockholders shall be held each year on the third
Tuesday of July, unless said date is a legal holiday, in which case the
meeting shall be held on the next day thereafter which is not a legal
holiday, at 10:00 A.M., or on such other date and at such other times
as may be designated by the Board of Directors. Each such meeting shall
be held at ten o'clock in the morning, local time in effect at the
place where the meeting is held, unless the Board of Directors shall
fix another hour which shall be stated in the notice of the meeting.
1.3 Purposes of Annual Meeting. The annual meeting of
the stockholders shall be held for the purpose of electing directors
and transacting such other business as may properly come before the
meeting.
1.4 Special Meetings of Stockholders. Special
meetings of the stockholders or of any class or series thereof entitled
to vote may be called by the Chairman or by the President or by the
Board of Directors, or at the request in writing by stockholders of
record owning a majority of the issued and outstanding shares of the
Corporation entitled to vote at such meeting.
1.5 Notice of Meetings of Stockholders. Except as
otherwise expressly required or permitted by the laws or the state of
incorporation, not less than ten days nor more than fifty days before
the date of every stockholders meeting the
Secretary shall give to each stockholder of record entitled to vote at
such meeting, written notice stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Such notice, if mailed, shall be
deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address for notices to such
stockholder as it appears on the records of the Corporation.
1.6 Quorum of Stockholders.
(a) Unless otherwise provided by the laws of
Delaware, at any meeting of the stockholders, the presence in person or
by proxy of stockholders entitled to cast a majority of the votes
thereat shall constitute a quorum.
(b) At any meeting of the stockholders at
which a quorum shall be present, a majority of those present in person
or by proxy may adjourn the meeting from time to time without notice
other than announcement at the meeting. In the absence of a quorum, the
officer presiding thereat shall have power to adjourn the meeting from
time to time until a quorum shall be present. Notice of any adjourned
meeting, other than announcement at the meeting, shall not be required
to be given, except as provided in paragraph (d) below and except where
expressly required by law.
(c) At any adjourned session at which a
quorum shall be present, any business may be transacted which might
have been transacted at the meeting originally called but only those
stockholders entitled to vote at the meeting as originally noticed
shall be entitled to vote at any adjournment or adjournments thereof,
unless a new record date is fixed by the Board of Directors.
(d) If an adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.
1.7 Chairman and Secretary of Meeting. The Chairman
or the Vice-Chairman or the President shall preside at meetings of the
stockholders. The Secretary shall act as secretary of the meeting, or
in his absence, the Assistant Secretary shall act, or if neither is
present, then the
presiding officer may appoint a person to act as secretary of the
meeting.
1.8 Voting by Stockholders. Except as may be
otherwise provided by these By-laws, at every meeting of the
stockholders, each stockholder shall, unless otherwise provided, be
entitled to one vote for each share of stock standing in his name on
the books of the Corporation on the record date for the meeting. All
elections and questions shall be decided by the vote of a majority in
interest of the stockholders present in person or represented by proxy
and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Delaware, the certificate of incorporation or
these By-laws.
1.9 Proxies. Any stockholder entitled to vote at any
meeting of stockholders may vote either in person or by his
attorney-in-fact. Every proxy shall be in writing, subscribed by the
stockholder or his duly authorized attorney-in-fact, but need not be
dated, sealed, witnessed or acknowledged.
1.10 Inspectors. The election of Directors and any
other vote by ballot at any meeting of the stockholders shall be
supervised by at least two inspectors. Such inspectors may be appointed
by the Chairman or President before or at the meeting; or if one or
both inspectors so appointed shall refuse to serve or shall not be
present, such appointment shall be made by the officer presiding at the
meeting.
1.11 List of Stockholders.
(a) At least ten days before every meeting
of stockholders, the Secretary shall prepare and make a complete list
of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.
(b) During ordinary business hours, for a
period of at least ten days prior to the meeting, such list shall be
open to examination by any stockholder for any purpose germane 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.
(c) The list shall also be produced and kept
at the time and place of the meeting during the whole time of the
meeting and it may be inspected by any stockholder who is present.
(d) The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this Section 1.11 or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.
1.12 Procedure at Stockholders' Meetings. The order
of business and all other matters of procedure at every meeting of
stockholders may be determined by the presiding officer. Not less than
15 minutes following the presentation of any resolution to any meeting
of stockholders, the presiding officer may announce that further
discussion on such resolution shall be limited to not more than three
persons who favor and not more than three persons who oppose such
resolution, each of whom shall be designated by the presiding officer
and shall thereupon be entitled to speak thereon for not more than five
minutes. After such person, or such a lesser number thereof as shall
advise the presiding officer of their desire so to speak, shall have
spoken on such resolution, the presiding officer may direct a vote on
such resolution without further discussion thereon at the meeting.
Except where otherwise provided by the certificate of incorporation,
law or these By-laws, every question that shall come before a meeting
shall be decided by a majority of the votes cast thereon and any such
majority vote shall be the act of the stockholders.
2. DIRECTORS
2.1 Powers of Directors. The property, business and
affairs of the Corporation shall be managed by its Board of Directors
which may exercise all the powers of the Corporation except such as are
by law or the certificate of incorporation or these By-laws required to
be exercised or done by the stockholders.
2.2 Number, Method of Election, Terms of Office of
Directors. The number of directors which shall constitute the whole
Board of Directors shall not be less than three, nor more than fifteen,
the exact number of directors to be such number as may be fixed from
time to time within such
limits by resolution adopted by affirmative vote of a majority of the
whole Board of Directors. No decrease in the number of directors shall
shorten the term of any incumbent director. Directors need not be
stockholders.
2.2.1 (A) 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.
(B) Such nominations, if not made by the
Board of Directors, shall be made by notice in
writing, delivered or mailed by first class United
States mail, postage prepaid, by a stockholder to the
Secretary of the Corporation not less than 14 days
nor more than 60 days prior to any meeting of the
stockholders called for the election of directors;
provided, however, that if less than 21 days' notice
of the meeting for election of directors is given to
stockholders, such written notice shall be delivered
or mailed, as prescribed, to the Secretary of the
Corporation not later than the close of the seventh
day following the day on which notice of the meeting
was mailed to stockholders. Each such notice shall
set forth (i) the name, age, business address and, if
known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of
shares of stock of the Corporation which are
beneficially owned by each such nominee, and (iv) a
statement that such nominee is qualified to serve as
a director of the Corporation or, if not so
qualified, the basis for such nominee's failure to so
qualify, all in reasonable detail so that such
information may be independently verified. Such
notice shall be accompanied by the certificate of the
stockholder proposing to make such nomination that
the statements made in such notice are true,
accurate, and complete in all respects.
(C) Notice of nominations which are
proposed by the Board of Directors shall be given on
behalf of the Board, at or prior to the meeting of
stockholders at which such nominations are to be
voted upon, by the chairman of the meeting.
(D) The chairman of the meeting may, if
the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance
with the By-laws, and if he should so determine, he
shall so declare to the meeting, whereupon the
defective nomination shall be disregarded.
2.3 Vacancies on Board of Directors.
(a) Any Director may resign his office at
any time by delivering his resignation in writing to the Chairman or
the President or the Secretary. It will take effect at the time
specified therein, or, if no time is specified, it will be effective at
the time of its receipt by the Corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless
expressly so provided in the resignation.
(b) Any vacancy occurring in the Board of
Directors caused by death, resignation, or removal, and any newly
created directorship resulting from an increase in the number of
directors, may be filled by a majority of the directors in office,
although less than a quorum, or by a sole remaining director. Each
director chosen to fill a vacancy or newly created directorship shall
hold office until the next election of the class for which such
director shall have been chosen, and until his successor shall be
elected and qualified, or until his death, or until he shall have
resigned, or have been removed.
2.4 Meetings of the Board of Directors.
(a) The Board of Directors may hold their
meetings, both regular and special, either within or outside the state
of incorporation.
(b) Regular meetings of the Board of
Directors may be held at such time and place as shall from time to time
be determined by resolution of the Board of Directors. No notice of
such regular meetings shall be required. If the date designated for any
regular meeting be a legal holiday, then the meeting shall be held on
the next day which is not a legal holiday.
(c) Immediately following the annual meeting
of the stockholders, a regular annual meeting of the Board of Directors
shall be held for the election of officers and the transaction of such
other business as may come before it. If such meeting is held at the
place of the stockholders meeting, no notice thereof shall be required.
(d) Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman or
the President or at the written request of two directors.
(e) The Secretary shall give notice to each
director of any special meeting of the Board of Directors by mailing
the same at least two days before the meeting or by telegraphing or
delivering the same not later than the day before the meeting. Such
notice need not include a statement of the business to be transacted
at, or the purpose of, any such meeting. Any and all business may be
transacted at any meeting of the Board of Directors. No notice of any
adjourned meeting need be given. No notice to or waiver by any Director
shall be required with respect to any meeting at which such Director is
present.
2.5 Quorum and Action. One-half of the total number
of directors, but not less than two directors, shall constitute a
quorum for the transaction of business; but if there shall be less than
a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. Except where otherwise provided
by the By-laws, the vote 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.
2.6 Presiding Officer and Secretary of Meeting. The
Chairman, or, in his absence, the Chairman of the Corporate Governance
Committee, or, in his absence, the Vice-Chairman, or in his absence,
the President, or, in their absence, a member of the Board of Directors
selected by the members present, shall preside at meetings of the
Board. The Secretary shall act as secretary of the meeting, but in his
absence, the presiding officer may appoint a secretary of the meeting.
2.7 Action by Consent without Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board or committee.
2.8 Executive Committee. The Board of Directors may
appoint from among its members and, from time to time, may fill
vacancies in an Executive Committee of two or more to serve during the
pleasure of the Board. During the intervals between the meetings of the
Board, the Executive Committee shall possess and may exercise all of
the powers of the Board in the management of the business and affairs
of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the
same to the Board. A majority of the members of the Committee shall
constitute a quorum. The vote of a majority of the members of the
Committee present at any meeting at which a quorum is present shall be
the act of the Committee.
2.9 Compensation Committee. The Board of Directors
may appoint from among its members and, from time to time, may fill
vacancies in, a Compensation Committee of two or more to serve during
the pleasure of the Board. Such Committee shall have the power and
authority vested in the Committee referred to in any Stock Option Plan
of the Corporation, and shall have power with respect to the salaries
and other compensation of all employees of the Corporation or its
subsidiaries who are directors or whose salaries are at a rate of
$25,000 or more per year. The members of such Committee shall not be
eligible to receive any compensation from the Corporation or any
subsidiary of the Corporation except as provided in Section 2.11. Such
Committee shall keep a record of all its proceedings and report the
same to the Board.
A majority of the members of such Committee shall constitute a quorum.
The vote of a majority of the members of such Committee present at any
meeting at which a quorum is present shall be the act of the Committee.
2.10 Other Committees. The Board of Directors may
also appoint from among its members such other committees of two or
more directors as it may from time to time deem desirable and may
delegate to such committees such powers of the Board as it may consider
appropriate.
2.11 Compensation of Directors. Directors shall
receive such reasonable compensation for their service on the Board of
Directors or any committees thereof, whether in the form of salary or a
fixed fee for attendance at meetings, or both, with expenses, if any,
as the Board of Directors may from time to time determine. Nothing
herein contained shall be construed to preclude any Director from
serving in any other capacity and receiving compensation therefor.
2.12 Removal of Directors. A director may be removed
only for cause.
3. OFFICERS
3.1 Officers, Title, Elections, Terms.
(a) The Corporation shall have a Chairman,
Vice-Chairman, President, a Treasurer and a Secretary, who shall be
elected by the Board of Directors at its annual meeting following the
annual meeting of the stockholders, to serve at the pleasure of the
Board or otherwise as shall be specified by the Board at the time of
such election and until their successors are elected and qualify.
(b) The Board of Directors may elect at any
time, and from time to time, one or more Executive Vice Presidents, one
or more Senior Vice Presidents, one or more Vice Presidents, one or
more Assistant Vice Presidents, a Controller, one or more Associate
Treasurers, one or more Assistant Treasurers, one or more Assistant
Secretaries and one or more Assistant Controllers and may elect or
appoint such other officers or agents with such duties as it may deem
necessary or desirable. Such additional officers shall serve at the
pleasure of the Board or otherwise as shall be specified by the Board
at the time of such election or appointment. Two or more offices may be
held by the same person.
(c) Any vacancy in any office may be filled
for the unexpired portion of the term by the Board of Directors.
(d) Any officer or agent elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the entire Board of Directors.
(e) Any officer may resign his office at any
time. Such resignation shall be made in writing and shall take effect
at the time specified therein or, if no time be specified, at the time
of its receipt by the Corporation. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so
provided in the resignation.
(f) The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
3.2 Powers and Duties of Chairman. The Chairman shall
have such specific powers and responsibilities as may be conferred upon
him by the Board of Directors and shall report directly to the Board of
Directors. He shall be the chief policy officer of the Corporation. He
shall, when present, preside at meetings of the stockholders, the Board
of Directors and the Executive Committee.
3.3 Powers and Duties of Vice-Chairman. The
Vice-Chairman shall have such specific powers and responsibilities as
may be conferred upon him by the Board of Directors. He shall report
directly to the Chairman. In the event of the absence of the Chairman,
or his incapacity or inability to act, then the Vice-Chairman shall
preside at all meetings of the stockholders, the Board of Directors and
the Executive Committee.
3.4 Powers and Duties of President.
(a) Except in such instances as the Board
may confer powers in particular transactions upon the Chairman or any
other officer, and subject to the control and direction of the Board of
Directors, the President shall supervise, manage and direct the
business of the Corporation and shall communicate to the Board of
Directors and any committee thereof reports, proposals and
recommendations for their respective consideration or action. In the
event of the absence of the Chairman and the Vice-Chairman, or their
incapacity or inability to act, then the President shall preside at all
meetings of the stockholders, the Board of Directors and the Executive
Committee.
(b) The President shall act for or on behalf
of the Corporation in all matters in which action by the President as
such is required by law, and he may do and
perform all other acts and things incident to the position of
President, including the signing of contracts and other documents in
the name of the Corporation, except as may be otherwise provided in
these By-laws or ordered by the Board of Directors.
3.5 Powers and Duties of Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents and Assistant Vice Presidents.
Each Vice President shall have such powers and perform such duties as
the Board of Directors or the President may from time to time
prescribe, and shall perform such other duties as may be prescribed in
these By-laws.
3.6 Powers and Duties of Treasurer, Associate
Treasurers and Assistant Treasurers.
(a) The Treasurer shall have the care and
custody of all the funds and securities of the Corporation except as
may be otherwise ordered by the Board of Directors, and shall cause
such funds to be deposited to the credit of the Corporation in such
banks or depositories as may be designated by the Board of Directors,
and shall cause such securities to be placed in safekeeping in such
manner as may be designated by the Board of Directors.
(b) The Treasurer, or an Associate
Treasurer, or an Assistant Treasurer or such other person or persons as
may be designated for such purpose by the Board of Directors, may
endorse in the name and on behalf of the corporation all instruments
for the payment of money, bills of lading, warehouse receipts,
insurance policies and other commercial documents requiring such
endorsement.
(c) The Treasurer, or an Associate
Treasurer, or an Assistant Treasurer or such other person or persons as
may be designated for such purpose by the Board of Directors may sign
all receipts and vouchers for payments made to the Corporation; he
shall render a statement of the cash account of the Corporation to the
Board of Directors as often as it shall require the same; he shall
enter regularly in books to be kept by him for that purpose, full and
accurate account of all moneys received and paid by him on account of
the Corporation, and of all securities received and delivered by the
Corporation.
(d) The Treasurer shall perform such other
duties as may be prescribed in these By-laws or assigned to him and all
other acts incident to the position of Treasurer. Each Associate
Treasurer and each Assistant Treasurer shall perform such duties as may
from time to time be assigned to him by the Treasurer or by the Board
of Directors. In the event of the absence of the Treasurer or his
incapacity or inability to act, then any Associate Treasurer or any
Assistant Treasurer may perform any of the duties and may exercise any
of the powers of the Treasurer.
3.7 Powers and Duties of Secretary and Assistant
Secretaries.
(a) The Secretary shall keep the minutes of
all proceedings of the stockholders, the Board of Directors, the
Executive Committee and any other committees of the Board in proper
books provided for that purpose. The Secretary shall attend to the
giving and serving of all notices of the Corporation, in accordance
with the provisions of these By-laws and as required by law. The
Secretary shall be the custodian of the seal of the Corporation. The
Secretary may, with the President, an Executive Vice President, a
Senior Vice President, a Vice President or other authorized officer,
sign all contracts and other documents in the name of the Corporation,
and shall affix or cause to be affixed the seal of the Corporation to
such contracts and other documents requiring the seal of the
Corporation, and when so affixed, may attest the same. He shall perform
such other duties as may be prescribed in these By-laws or assigned to
him and all other acts incident to the position of Secretary.
(b) Each Assistant Secretary shall perform
such duties as may from time to time be assigned to him by the
Secretary or by the Board of Directors. In the event of the absence of
the Secretary or his incapacity or inability to act, then any Assistant
Secretary may perform any of the duties and may exercise any of the
powers of the Secretary.
(c) The Secretary shall prepare and have
custody of the list of stockholders at each meeting of the stockholders
as required by Section 1.11 of these By-laws. The Secretary shall have
custody of all stock books and of all unissued stock certificates.
3.8 Powers and Duties of Controller and Assistant
Controllers.
(a) The Controller shall be responsible for
the maintenance of adequate accounting records of all assets,
liabilities and transactions of the Corporation. The Controller shall
prepare and render such balance sheets, budgets and other financial
reports as the Board of Directors, the Chairman or the President may
require; and he shall perform such other duties as may be prescribed in
these By-laws or assigned to him and all other acts incident to the
position of Controller.
(b) Each Assistant Controller shall perform
such duties as from time to time may be assigned to him by the
Controller or by the Board of Directors. In the event of the absence of
the Controller or his incapacity or inability to act, then any
Assistant Controller may perform any of the duties and may exercise any
of the powers of the Controller.
4. INDEMNIFICATION
(a) 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, 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, employee 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 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 no 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, had reasonable cause to believe that
his conduct was unlawful.
(b) 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, employee or agent of another corporation,
partnership, joint venture, 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 of any claim, issue or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty 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.
(c) To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) or (b), or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections
(a) or (b) may be made as ordered by a court or as authorized by the
Corporation (i) in any 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 subsections (a) and (b), or (ii) in any other
lawful manner. Without limiting the next preceding sentence, such
determination may 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 and a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders, or (4) in any other lawful manner.
(e) Expenses incurred in defending a civil
or criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding
as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Section 4.
(f) The indemnification provided by this
Section 4 shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any statute,
by-law, agreement, 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 continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g) The Corporation shall have power to
purchase and maintain insurance on behalf of any person who 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, or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in 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 the provisions of this
Section 4.
(h) For the purpose of this Section 4,
references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or
was 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 if he had served the
resulting or surviving corporation in the same capacity.
(i) The Board of Directors shall have power
to indemnify any person included within any category described in
Section 4 (a) against any loss, liability or expense (including
attorneys' fees, fines, judgments and amounts paid in settlement)
arising out of his service in any such category, unless such indemnity
is prohibited by law applicable to the Corporation, and shall have such
power regardless of whether such indemnity is authorized by Section 145
of the General Corporation Law.
5. CAPITAL STOCK
5.1 Stock Certificates
(a) Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of,
the Corporation by the Chairman or the Vice-Chairman, or the President
or a Vice President, and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, certifying the number of
shares owned by him.
(b) If such certificate is countersigned by
a transfer agent other than the Corporation or its employee, or by a
registrar other than the Corporation or its employee, the signatures of
the officers of the Corporation may be facsimiles, and, if permitted by
law, any other signature may be a facsimile.
(c) In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such
officer at the date of issue.
(d) Certificates of stock shall be issued in
such form not inconsistent with the Certificate of Incorporation as
shall be approved by the Board of
Directors. They shall be numbered and registered in the order in which
they are issued.
(e) All certificates surrendered to the
Corporation shall be cancelled with the date of cancellation, and shall
be retained by the Secretary, together with the powers of attorney to
transfer and the assignments of the shares represented by such
certificates, for such period of time as shall be prescribed from time
to time by resolution of the Board of Directors.
5.2 Record Ownership. A record of the name and
address of the holder of each certificate, the number of shares
represented thereby and the date of issue thereof shall be made on the
Corporation's books. The Corporation shall be entitled to treat the
holder of any share of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
required by law.
5.3 Transfer of Record Ownership. Transfers of stock
shall be made on the books of the Corporation only by direction of the
person named in the certificate or his attorney, lawfully constituted
in writing, and only upon the surrender of the certificate therefor and
a written assignment of the shares evidenced thereby. Whenever any
transfer of stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if,
when the certificates are presented to the Corporation for transfer,
both the transferor and transferee request the Corporation to do so.
5.4 Lost, Stolen or Destroyed Certificates.
Certificates representing shares of the stock of the Corporation shall
be issued in place of any certificate alleged to have been lost, stolen
or destroyed in such manner and on such terms and conditions as the
Board of Directors from time to time may authorize.
5.5 Transfer Agent; Registrar; Rules Respecting
Certificates. The Corporation shall maintain one or more transfer
offices or agencies where stock of the Corporation shall be
transferable. The Corporation shall also maintain one or more registry
offices where such stock shall be registered. The Board of Directors
may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates.
5.6 Fixing Record Date for Determination of
Stockholders of Record. The Board of Directors may fix in advance a
date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of the stockholders
or any adjournment thereof, or the stockholders entitled to receive
payment of any dividend or other distribution or the allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or to express consent to corporate
action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful
action. Such record date in any case shall not be more than sixty days
nor less than ten days before the date of a meeting of the
stockholders, nor more than sixty days prior to any other action
requiring such determination of the stockholders. A determination of
stockholders of record entitled to notice 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.
6. SECURITIES HELD BY THE CORPORATION
6.1 Voting. Unless the Board of Directors shall
otherwise order, the Chairman, the Vice-Chairman, the President, any
Vice President, the Secretary or the Treasurer shall have full power
and authority, on behalf of the Corporation, to attend, act and vote at
any meeting of the stockholders of any corporation in which the
Corporation may hold stock and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to
execute on behalf of the Corporation a proxy or proxies empowering
another or others to act as aforesaid. The Board of Directors from time
to time may confer like powers upon any other person or persons.
6.2 General Authorization to Transfer Securities Held
By the Corporation.
(a) Any of the following officers, to wit:
the Chairman, the Vice-Chairman, the President, any Vice President, the
Treasurer, the Controller, any Associate Treasurer, Assistant Treasurer
or Assistant Controller of the Corporation shall be, and they hereby
are, authorized
and empowered to transfer, convert, endorse, sell, assign, set over and
deliver any and all shares of stock, bonds, debentures, notes,
subscription warrants, stock purchase warrants, evidences of
indebtedness, or other securities now or hereafter standing in the name
of or owned by the Corporation, and to make, execute and deliver, under
the seal of the Corporation, any and all written instruments of
assignment and transfer necessary or proper to effectuate the authority
hereby conferred.
(b) Whenever there shall be annexed to any
instrument of assignment and transfer executed pursuant to and in
accordance with the foregoing paragraph (a), a certificate of the
Secretary or an Assistant Secretary of the Corporation in office at the
date of such certificate setting forth the provisions of this Section
6.2 and stating that they are in full force and effect and setting
forth the names of persons who are then officers of the Corporation,
then all persons to whom such instrument and annexed certificate shall
thereafter come shall be entitled, without further inquiry or
investigation and regardless of the date of such certificate, to assume
and to act in reliance upon the assumption that the shares of stock or
other securities named in such instrument were theretofore duly and
properly transferred, endorsed, sold, assigned, set over and delivered
by the Corporation, and that with respect to such securities, the
authority of these provisions of the By-laws and of such officers is
still in full force and effect.
7. SIGNATORIES
All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
8. SEAL
The seal of the Corporation shall be in such form and
shall have such content as the Board of Directors shall from time to
time determine.
9. FISCAL YEAR
The fiscal year of the Corporation shall be
determined by the Board of Directors.
10. WAIVER OF OR DISPENSING WITH NOTICE
(a) Whenever any notice of the time, place
or purpose of any meeting of the stockholders, directors or a committee
is required to be given by law, the Certificate of Incorporation or
these By-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the holding
thereof, or actual attendance at the meeting in person or, in the case
of any stockholder, by his attorney-in-fact, shall be deemed equivalent
to the giving of such notice to such persons.
(b) No notice need be given to any person
with whom communication is made unlawful by any law of the United
States or any rule, regulation, proclamation or executive order issued
under any such law.
11. AMENDMENT OF BY-LAWS
11.1 By Board of Directors. The By-laws of the
Corporation may be altered, amended or repealed or new By-laws may be
made or adopted by the affirmative vote of a majority of the whole
Board at any regular or special meeting of the Board. No notice of any
such meeting shall be required unless required otherwise than under
this Section 11 and no such notice need in any event make any reference
to any proposed change in the By-laws.
11.2 By Stockholders. The By-laws of the Corporation
may also be altered, amended or repealed or new By-laws may be made or
adopted by the vote of a majority in interest of the stockholders
represented and entitled to vote upon the election of directors, at any
meeting at which a quorum is present.