Exhibit 3.26
AMENDED AND RESTATED
BYLAWS
OF
[Company]
(a Delaware corporation)
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ARTICLE I
OFFICES
1. REGISTERED OFFICE. The registered office of [Company], a
Delaware corporation, shall be located in the City of Wilmington, State of
Delaware.
2. OTHER OFFICES. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board
of Directors of the corporation may from time to time determine or as the
business of the corporation may require.
ARTICLE II
STOCKHOLDERS
1. STOCKHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date
and at the time fixed, from time to time, by the directors, provided, that
the first annual meeting shall be held on a date within thirteen months
after the organization of the corporation, and each successive annual
meeting shall be held on a date within thirteen months after the date of
the preceding annual meeting. A special meeting shall be held on the date
and at the time fixed by the directors.
(b) PLACE. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware, as the
directors may, from time to time, fix. Whenever the directors shall fail to
fix such place, the meeting shall be held at the registered office of the
corporation in the State of Delaware.
(c) CALL. Annual meetings and special meetings may be
called by the directors or by any officer instructed by the directors to
call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Written notice of all
meetings shall be given, stating the place, date, and hour of the meeting
and stating the place within the city or other municipality or community at
which the list of stockholders of the corporation may be examined not less
than ten no more than sixty days before the date of the meeting.
(e) STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city or
other municipality or community where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or
the books of the corporation, or to vote at any meeting of stockholders.
(f) CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the order of
seniority and if present and acting - the Chairperson of the Board of
Directors, if any, the Vice-Chairperson of the Board of Directors, if any,
the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairperson to be chosen by the stockholders.
The Secretary of the corporation, or in such Secretary's absence, an
Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the chairperson
of the meeting shall appoint a secretary of the meeting.
(g) QUORUM. The holders of a majority of the outstanding
shares of stock shall constitute a quorum at a meeting of stockholders for
the transaction of any business. The stockholders present may adjourn the
meeting despite the absence of a quorum.
(h) VOTING. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the GCL prescribes
a different percentage of votes and/or a different exercise of voting
power, and except as may be otherwise prescribed by the provisions of the
certificate of incorporation and these Bylaws. In the election of
directors, and for any other action, voting need not be by ballot.
2. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of
the GCL may otherwise require, any action required by the GCL to be taken
at any annual or special meeting of stockholders, or any action which may
be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders
of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the GCL.
3. CERTIFICATES REPRESENTING STOCK. Certificates representing
stock in the corporation shall be signed by, or in the name of, the
corporation by the Chairperson or Vice-Chairperson of the Board of
Directors, if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation. Any or all the signatures on any such
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer,
transfer agent, or registrar at the date of issue.
The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors
may require the owner of the lost, stolen, or destroyed certificate, or
such owner's legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of any such new certificate or
uncertificated shares.
4. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
GCL, the Board of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of the stock
of the corporation shall be uncertificated shares. Within a reasonable time
after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the GCL.
5. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation by
the registered holder thereof, or by the registered holder's attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation or with a transfer agent or a registrar, if
any, and, in the case of shares represented by certificates, on surrender
of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
6. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In order
that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may
fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,
and which date shall not be more than ten days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors.
If no record date has been fixed by the Board of Directors, the record date
for determining the stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors
is required by the GCL, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered
to the corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by the GCL, the record
date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior
action. In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall
be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
ARTICLE III
DIRECTORS
1. ACTIONS BY THE DIRECTOR(S). The director(s) of the corporation
shall not take any action for or on behalf of the corporation in their
capacity as director(s) of the corporation without the prior express
written consent of the holders of a majority of the outstanding shares of
capital stock of the corporation.
2. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors of the corporation. The Board of Directors shall have the
authority to fix the compensation of the members thereof.
3. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the Board of Directors shall
be one or more. Subject to the foregoing limitation and except for the
first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or, if the number is not
fixed, the number shall be one. The number of directors may be increased or
decreased by action of the stockholders or of the directors.
4. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation,
shall be elected by the incorporator or incorporators and shall hold office
until the first annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal.
Any director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an annual meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly
created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until
their earlier resignation or removal. Except as the GCL may otherwise
require, in the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors
and/or for the removal of one or more directors and for the filling of any
vacancy in that connection, newly created directorships and any vacancies
in the Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote
of a majority of the remaining directors then in office, although less than
a quorum, or by the sole remaining director.
5. MEETINGS.
(a) TIME. Meetings shall be held at such time as the
Board of Directors shall fix, except that the first meeting of a newly
elected Board of Directors shall be held as soon after its election as the
directors may conveniently assemble.
(b) PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board of Directors.
(c) CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairperson of the Board of Directors,
if any, the Vice-Chairperson of the Board of Directors, if any, of the
President, or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice
shall be required for regular meetings for which the time and place have
been fixed. Written, oral, or any other mode of notice of the time and
place shall be given for special meetings in sufficient time for the
convenient assembly of the directors thereat. Notice need not be given to
any director or to any member of a committee of directors who submits a
written waiver of notice signed by such director or member before or after
the time stated therein. Attendance of any such person at a meeting shall
constitute a waiver of notice of such meeting, except when such person
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.
(e) QUORUM AND ACTION. A majority of the whole Board of
Directors shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors in office
shall constitute a quorum, provided, that such majority shall constitute at
least one-third of the whole Board of Directors. A majority of the
directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the GCL, the vote of the majority of the
directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the GCL
and these Bylaws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board of Directors or action of
disinterested directors. Any member or members of the Board of Directors or
of any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any such committee, as the case may
be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other.
6. REMOVAL OF DIRECTORS. Except as may otherwise be provided by
the GCL, any director or the whole Board of Directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
7. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or committee, as
the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors or
committee.
ARTICLE IV
OFFICERS
The officers of the corporation shall consist of a President, a
Vice President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors or the holders of
outstanding stock having a majority of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, a Chairperson of the Board of
Directors, a Vice-Chairperson of the Board of Directors, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with
such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the
Board of Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board of Directors, if any, need be
a director. Any number of offices may be held by the same person, as the
directors may determine.
Unless otherwise provided in the resolution choosing such officer,
each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until such officer's successor shall have been chosen and
qualified.
All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as
shall be prescribed in the resolutions of the Board of Directors
designating and choosing such officers and prescribing their authority and
duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may be
inconsistent therewith. The Secretary or an Assistant Secretary of the
corporation shall record all of the proceedings of all meetings and actions
in writing of stockholders, directors, and committees of directors, and
shall exercise such additional authority and perform such additional duties
as the Board of Directors shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board
of Directors. Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE V
LIABILITY; INDEMNIFICATION
The director(s) of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty except that this Article shall not eliminate or limit the
liability of a director (i) for any breach of a director's duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the GCL; or (iv) for any transaction from
which a director derived an improper personal benefit. If the GCL hereafter
is amended to further eliminate or limit the liability of a director, then
a director of the corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence,
shall not be liable to the fullest extent permitted by the amended GCL. Any
repeal or modification of this Article shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.
The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the GCL, as the same may be amended and
supplemented, indemnify and advance all directors of the corporation from
and against any and all of the expenses, liabilities, or other matters as
permitted by Section 145, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may
be entitled under any Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding a
directorship position, and shall continue as to such person who has ceased
to be a director and shall inure to the benefit of the heirs, executors,
and administrators of such person.
The corporation may, at the sole discretion of the holders of a
majority of the capital stock of the corporation, to the fullest extent
permitted by the provisions of Section 145 of the GCL, as the same may be
amended and supplemented, indemnify and advance all officers of the
corporation from and against any and all of the expenses, liabilities, or
other matters as permitted by Section 145, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office, and shall continue as to such person who has ceased to
be an officer and shall inure to the benefit of the heirs, executors, and
administrators of such person.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.