Exhibit 3.2
RESTATED BY-LAWS
OF
Autoliv, Inc.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State
of Delaware.
Section 2. Other Offices. The Corporation may also have offices at
such other places 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. The books and records of the Corporation may be
kept outside the State of Delaware at such place or places as may from time
to time be designated by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of stockholders
shall be held on such date, and at such times as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality vote
directors to the Board of Directors, and transact such other business as
may properly be brought before the meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not later than the close
of business on the 10th day, and not earlier than the close of business on
the 60th day, before the date of the meeting.
Section 3. Special Meetings. Special meetings of stockholders may
be called only by the Board of Directors pursuant to a resolution adopted
by a majority of the number of directors which the Corporation would have
if there were no vacancies (the "Whole Board"). Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given to each stockholder
entitled to vote at such meeting not later than the close of business on
the 10th day, and not earlier than the close of business on the 60th day,
before the date of the meeting. At any special meeting of the stockhold-
ers, only such business shall be conducted as shall have been brought
before the meeting by or at the direction of the Board of Directors and as
stated in the written notice of meeting.
Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital
stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business, except that when
specified business is to be voted on by a class or series of stock voting
as a class, the holders of a majority of the shares of such class or series
shall constitute a quorum of such class or series for the transaction of
such business. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than an-
nouncement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given
to each stockholder entitled to vote at the meeting. The Chairman of the
meeting or a majority of the shares so represented may adjourn the meeting
from time to time, whether or not there is such a quorum. The stockholders
present at a duly called meeting at which a quorum is present may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
Section 5. Notice of Stockholder Business. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an
annual meeting business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and
such other business must otherwise be a proper matter for stockholder
action. To be timely, a stockholder's notice must be delivered to or mailed
and received by the Secretary of the Corporation not later than the close
of business on the 60th day, nor earlier than the close of business on the
90th day, prior to the first anniversary of the previous year's annual
meeting; provided, however, that if the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, not
earlier than the close of business on the 90th day prior to such meeting
and not later than the close of business on the later of (i) the 60th day
prior to such meeting or (ii) the fifth day after public announcement of
the date of such meeting is first made by the Corporation. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and record
address of the stockholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is submitted, (c) the class and
number of shares of the Corporation which are beneficially owned by the
stockholder and the beneficial owner, if any, on whose behalf the proposal
is submitted, and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Article II, Section 5. The Chairman of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Article II, Section 5, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the
holders of any series of Preferred Stock to elect directors under specified
circumstances.
Section 6. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Article II,
Section 6 shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors may be made at a meeting of
stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice
procedures set forth in this Article II, Section 6. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received by the Secretary of the Corporation not earlier than
the close of business on the 90th day before such meeting and not later
than the close of business on the later of (a) the 60th day prior to such
meeting or (b) the 10th day after public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and resi-
dence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of the Corporation
which are beneficially owned by such person and (iv) any other information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected); and (b) as
to the stockholder giving the notice and any other beneficial owner on
whose behalf the nomination is made (i) the name and record address of the
stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. Notwithstanding anything
to the contrary in this Section 6, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board
of Directors at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this
By-Law shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to
the Secretary of the Corporation not later than the close of business on
the 10th day following the day on which such public announcement is first
made by the Corporation. For purposes of this By-Law, "public
announcement" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this Article II, Section 6. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the By-Laws, and if
he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this By-Law, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.
Section 7. Voting. Unless otherwise required by law, the
Certificate of Incorporation or these By-Laws, all matters other than the
election of directors brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock represented
and entitled to vote thereat. Except as otherwise set forth in any
Preferred Stock Designation (as defined in Article FOURTH of the
Certificate of Incorporation), each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder. Such
votes may be cast in person or by proxy executed in writing (or in such
manner prescribed by the GCL) but no proxy shall be voted on or after one
year from its date. The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of stockholders, in his
discretion, may require that any votes cast at such meeting shall be cast
by written ballot.
Section 8. Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken by the stockholders of the Corporation
may only be effected at an annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by any such
holders.
Section 9. Stock Ledger. The stock ledger of the Corporation shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.
Section 10. Postponement. Any previously scheduled meeting of
stockholders, whether annual or special, may be postponed, and (unless the
Certificate of Incorporation provides otherwise) any special meeting of the
stockholders may be cancelled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting
of stockholders.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. Subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the Whole Board. To the extent practicable,
one-half of the directors shall be citizens of the United States and
one-half of the directors shall be nationals of Sweden or member states of
the European Union. The directors, other than those who may be elected by
the holders of any series of Preferred Stock under specified circumstances,
shall be divided, with respect to the time for which they severally hold
office, into three classes, with the term of office of the first class to
expire at the 1998 annual meeting of stockholders, the term of office of
the second class to expire at the 1999 annual meeting of stockholders and
the term of office of the third class to expire at the 2000 annual
meeting of stockholders, with each director to hold office until his or her
successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the 1998 annual meeting, (i)
directors elected to succeed those directors whose terms then expire shall
be elected by plurality vote for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a resolution of the Board
of Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created. Any
director may resign at any time upon written notice to the Corporation.
Directors need not be stockholders.
Section 2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board of Directors may hold
such responsibilities with respect to the governance of the Corporation as
from time to time may be assigned by the Board of Directors. The Chairman
of the Board shall be elected from among the directors.
Section 3. Vacancies. Subject to the rights of the holders of any
class or series of Preferred Stock, and unless the Board of Directors
otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in the authorized number
of directors may be filled only by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of
Directors, and directors so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of office of the class
to which they have been elected expires and until such director's successor
shall have been duly elected and qualified. No decrease in the number of
authorized directors constituting the Whole Board shall shorten the term of
any incumbent director.
Section 4. Removal. Subject to the rights of the holders of any
class or series of Preferred Stock, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least 80 percent of the
voting power of all of the then-outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class.
Section 5. Duties and Powers. The business of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the
stockholders.
Section 6. Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at
such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, or a majority of the Board of Directors. Notice
thereof stating the place, date and hour of the special meeting shall be
given to each director, either (i) by mail, addressed to each director at
their residence or usual place of business and received at least five
days before the date on which such meeting is to be held, (ii) personally
or by telephone and not later than three days before the date on which such
meeting is to be held, or (iii) by telecopy, at least three days before the
date on which such meeting is to be held. A meeting may be held at any time
without notice if all the directors are present or if those not present
waive notice of the meeting in accordance with Article VI, Section 2 of
these By-Laws. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting, except for amendments to these
By-Laws, as provided under Article IX, Section 1 of these By-Laws.
Section 7. Quorum. Except as may be otherwise specifically provided
by law, the Certificate of Incorporation or these By-Laws, at all meetings
of the Board of Directors, a majority of the Whole Board shall constitute a
quorum for the transaction of business 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. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 8. Actions of Board. Unless otherwise provided 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 of any
committee thereof may be taken without a meeting, if all the 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.
Section 9. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a conference by telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
this Article III, Section 9 shall constitute presence in person at such
meeting.
Section 10. Committees. The Board of Directors may, by resolution
adopted by a majority of the Whole Board, designate one or more committees,
each such committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent or dis-
qualified member at any meeting of any such committee. In the absence or
disqualification of a member of any such committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members of such 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 committee meeting in the place of any
absent or disqualified member. Such committees to the extent allowed by law
and provided in the resolution establishing such committees, 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. Each committee
shall keep regular minutes and report to the Board of Directors when
required. A majority of any such committee may determine its action and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide. Notice of such meetings shall be given to each member of
the committee in the manner provided in Article III, Section 6. The Board
of Directors shall have the power at any time to fill vacancies in, to
change the membership of or to dissolve any such committee. Nothing herein
shall be deemed to prevent the Board of Directors from appointing one or
more other committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee
shall or may exercise any authority of the Board of Directors.
Section 11. Records. The Board of Directors shall cause to be kept
a record containing the minutes of the proceedings of the meetings of the
Board of Directors and of the stockholders, appropriate stock books and
registers and such books of records and accounts as may be necessary for
the proper conduct of the business of the Corporation.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chief Executive Officer, a Chief
Operating Officer, a Chief Financial Officer, a Secretary and such other
officers (including, without limitation, a President and a Treasurer) as
the Board of Directors may from time to time deem proper. The Board of
Directors, in its discretion, may also choose one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. All
officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the
specific provisions of this Article IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof. The Board of Directors or any
committee thereof, may from time to time elect, or the Chief Executive
Officer or the President may appoint, such other officers (including one or
more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers) and such agents, as may be necessary or
desirable for the conduct of the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for
such terms as shall be provided in these By-Laws or as may be prescribed by
the Board of Directors or such committee or by the Chief Executive Officer
or the President, as the case may be. Any number of offices may be held by
the same person, unless otherwise prohibited by law, the Certificate of
Incorporation or these By-Laws. The officers of the Corporation need not be
stockholders of the Corporation nor need such officers be directors of the
Corporation.
Section 2. Election. The Board of Directors at its first meeting
held after each annual meeting of stockholders shall elect the officers of
the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the Corporation
shall hold office until their successors are chosen and qualified, or until
their earlier resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of a majority
of the Whole Board. Any officer or agent appointed by the Chief Executive
Officer or the President may be removed by the Chief Executive Officer or
the President whenever, in their judgment, the best interests of the
Corporation would be served thereby. Any vacancy occurring in any office of
the Corporation may be filled by the Board of Directors. Any vacancy for
any reason in an office appointed by the Chief Executive Officer or the
President may be filled by the Chief Executive Officer or the President.
Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chief Executive
Officer, the President, or any Vice President and any such officer may, in
the name of and on behalf of the Corporation, take all such action as any
such officer may deem advisable to vote in person or by proxy at any
meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any
and all rights and power incident to the ownership of such securities and
which, as the owner thereof, the Corporation might have exercised and
possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.
Section 4. Chief Executive Officer. The Chief Executive Officer of
the Corporation shall, subject to the control of the Board of Directors,
have general supervision 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 or disability of the Chairman of the Board of
Directors, the Chief Executive Officer shall preside at all meetings of the
stockholders and the Board of Directors. The Chief Executive Officer shall
also perform such other duties and may exercise such other powers as from
time to time may be assigned to him by these By-Laws or by the Board of
Directors of the Corporation.
Section 5. Chief Operating Officer. The Chief Operating Officer of
the Corporation shall have such responsibilities as may be assigned to him
by the Chief Executive Officer of the Corporation.
Section 6. President. The President (if any) shall possess the same
power as the Chief Executive Officer to sign all contracts, certificates
and other instruments of the Corporation to the extent authorized by the
Board of Directors or the Chief Executive Officer. During the absence or
disability of the Chief Executive Officer, the President shall exercise all
the powers and discharge all the duties of the Chief Executive Officer to
the extent authorized to do so by the Board of Directors or the Chief
Executive Officer. The President shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to him
by these By-Laws, the Board of Directors or the Chief Executive Officer.
Section 7. Vice Presidents. At the request of the President or the
Chief Executive Officer or in their absence or in the event of their
inability or refusal to act, the Vice President (if any) or the Vice
Presidents if there is more than one (in the order designated by the Board
of Directors) shall, to the extent authorized to do so by the President or
the Chief Excecutive Officer, perform the duties of the President or the
Chief Executive Officer, as the case may be, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Presi-
dent or the Chief Executive Officer, as the case may be. Each Vice
President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there be no Vice
President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or the Chief Executive
Officer or in the event of the inability or refusal of the President or the
Chief Executive Officer to act, shall perform the duties of the President
or the Chief Executive Officer, as the case may be, and when so acting,
shall have all the powers of and be subject to all the restrictions upon
the President or the Chief Executive Officer, as the case may be.
Section 8. Chief Financial Officer. The Chief Financial Officer
shall act in an executive financial capacity. He shall assist the Chief
Executive Officer and the President (if any) in the general supervision of
the Corporation's financial policies and affairs.
Section 9. Secretary. The Secretary or, in the event the Board of
Directors has not appointed a Secretary, the Officer of the Corporation to
whom the Board of Directors shall have assigned the duties described in
this Section 8, shall attend all meetings of the Board of Directors and all
meetings of stockholders and record all the proceedings thereat in a book
or books to be kept for that purpose; the Secretary shall also perform like
duties for the standing committees when required. The Secretary shall give,
or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors, the Chief Executive
Officer or the President, under whose supervision he shall be. If the
Secretary shall be unable or shall refuse to cause to be given notice of
all meetings of the stockholders and special meetings of the Board of
Directors, and if there be no Assistant Secretary, then either the Board of
Directors, the Chief Executive Officer or the President may choose another
officer to cause such notice to be given. The Secretary shall have custody
of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by
his signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or
filed are properly kept or filed, as the case may be.
Section 10. Treasurer. The Treasurer (if any) shall have the
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
Chief Executive Officer, the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
Section 11. Assistant Vice Presidents. Except as may be otherwise
provided in these By-Laws, Assistant Vice Presidents, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer,
the President, or any Vice President.
Section 12. Assistant Secretaries. Except as may be otherwise
provided in these By-Laws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer,
the President, any Vice President, if there be one, or the Secretary, if
there be one, and in the absence of the Secretary or in the event of his
disability or refusal to act, shall perform the duties of the Secretary,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the Secretary.
Section 13. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chief Executive
Officer, the President, any Vice President, if there be one, or the
Treasurer, if there be one, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the Treasurer. If required by the Board of
Directors, an Assistant Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board
of Directors for the faithful performance of the duties of his office and
for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 14. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board
of Directors may delegate to any other officer of the Corporation the power
to choose such other officers and to prescribe their respective duties and
powers.
ARTICLE V
STOCK
Section 1. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws,
including, without limitation, through a "book-entry" system if so
prescribed by the Board. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate or by his
attorney lawfully constituted in writing, which shall be cancelled before a
new certificate shall be issued, with such proof of the authenticity of the
signature as the Corporation or its agents may require.
Section 2. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
60 days nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action. 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.
Section 3. Beneficial Owners. 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, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as
the owner of shares, 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 other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
Section 4. Shares Without Certificates. The Board of Directors may
authorize the issuance of any shares of any of its classes or series
without certificates. The authorization does not affect shares already
represented by certificates until the certificates are surrendered to the
Corporation. Within a reasonable time after the issuance or transfer of
shares without certificates, the Corporation shall send the stockholder a
written statement that includes (1) all of the information required by
applicable law on share certificates and (2) any transfer restrictions
applicable to the shares.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his
address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice
may also be given personally or by telecopy, however, in the case of notice
by telecopy, such notice shall be deemed given at the time when it is
transmitted to the proper number, confirmation received.
Section 2. Waivers of Notice. Whenever any notice is required by
law, the Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in
writing, signed, by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, 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, deems
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation,
or for any proper purpose, and the Board of Directors may modify or abolish
any such reserve. The Corporation shall make such arrangements as are
necessary or appropriate to ensure that all dividends payable to holders of
Swedish Depositary Receipts of the Corporation (the "Swedish Holders") are
paid in Swedish kronor.
Section 2. Disbursements. 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.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
end on December 31st of each year.
Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 5. Swedish Depositary Receipts and Swedish Holders of
Common Stock. The Corporation shall use reasonable efforts to maintain the
listing and index membership of its Swedish Depositary Receipts in Sweden
on the Stockholm Stock Exchange to the extent permitted by applicable rules
and regulations. The foregoing notwithstanding, the Corporation may resolve
to list the shares of its common stock directly on the Stockholm Stock
Exchange. The Corporation shall use reasonable efforts to establish
arrangements such that the Swedish Holders will have, to the extent
permitted by applicable rules and regulations, the opportunity to exercise
such rights with respect to the Corporation as would be exercisable by such
Swedish Holders if they held shares of common stock of the Corporation
directly.
Section 6. Stockholder Communications. All communications to
stockholders shall be made available in both the English and Swedish
languages, including, without limitation, financial statements and the
annual and any semi-annual or quarterly reports of the Corporation.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification of Directors, Officers, Employees and
Agents. The Corporation shall provide indemnification as set forth in
Article EIGHTH of the Certificate of Incorporation.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, or new By-Laws may be adopted by the
stockholders or by the Board of Directors, provided, however, that notice
of such proposed alteration, amendment, repeal or adoption of new By-Laws
be contained in the notice of such meeting of stockholders or Board of
Directors as the case may be. All such amendments must be approved by
either the affirmative vote of the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote thereon and voting
together as a single class, or by a majority of the Whole Board then in
office.