EXHIBIT 3.3
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BY-LAWS
OF
MEDE AMERICA CORPORATION
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Incorporated under the Laws of the
State of Delaware
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Adopted as of
February 13, 1995
Amended as of
May 24, 1996 and July , 1998
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TABLE OF CONTENTS
Page
ARTICLE I Offices......................................................1
ARTICLE II Meetings of Stockholders.....................................1
Section 1 Place of Meetings............................................1
Section 2 Annual Meeting...............................................1
Section 3 Special Meetings.............................................2
Section 4 Notice of Meetings...........................................2
Section 5 List of Stockholders.........................................2
Section 6 Quorum.......................................................3
Section 7 Voting.......................................................3
Section 8 Proxies......................................................3
Section 9 Action Without a Meeting.....................................3
ARTICLE III Board of Directors...........................................4
Section 1 Powers.......................................................4
Section 2 Election and Term............................................4
Section 3 Number.......................................................4
Section 4 Notification of Nominations..................................4
Section 5 Quorum and Manner of Acting..................................5
Section 6 Organization Meeting.........................................5
Section 7 Regular Meetings.............................................5
Section 8 Special Meetings; Notice.....................................5
Section 9 Removal of Directors.........................................5
Section 10 Resignations.................................................6
Section 11 Vacancies....................................................6
Section 12 Compensation of Directors....................................6
Section 13 Action Without a Meeting.....................................6
Section 14 Telephonic Participation in Meetings.........................6
Section 15 Committees...................................................6
ARTICLE IV Officers.....................................................7
Section 1 Principal Officers...........................................7
Section 2 Election and Term of Office..................................7
Section 3 Other Officers...............................................7
Section 4 Removal......................................................7
Section 5 Resignations.................................................7
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Page
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Section 6 Vacancies.....................................................7
Section 7 Chairman of the Board.........................................7
Section 8 President.....................................................7
Section 9 Vice President................................................8
Section 10 Treasurer.....................................................8
Section 11 Secretary.....................................................8
Section 12 Salaries......................................................8
ARTICLE V Indemnification...............................................8
Section 1 Right of Indemnification......................................8
Section 2 Expenses......................................................8
Section 3 Agreements....................................................9
Section 4 Other Rights of Indemnification...............................9
Section 5 Indemnification of Employees and Agents.......................9
Section 6 Insurance.....................................................9
ARTICLE VI Shares and Their Transfer.....................................9
Section 1 Certificate for Stock.........................................9
Section 2 Stock Certificate Signature...................................9
Section 3 Stock Ledger..................................................9
Section 4 Cancellation.................................................10
Section 5 Registrations of Transfers of Stock..........................10
Section 6 Regulations..................................................10
Section 7 Lost, Stolen, Destroyed or Mutilated Certificates............10
Section 8 Record Dates.................................................10
ARTICLE VII Miscellaneous Provisions.....................................11
Section 1 Corporate Seal...............................................11
Section 2 Voting of Stocks Owned by the Corporation....................11
Section 3 Dividends....................................................11
ARTICLE VIII Amendments...................................................11
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BY-LAWS
OF
MEDE AMERICA CORPORATION
(a Delaware corporation)
----------
ARTICLE I
OFFICES
The registered office of the Corporation in the State of
Delaware shall be located in the City of Wilmington, County of New Castle. The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Delaware as may be deemed proper for the conduct
of the Corporation's business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. All meetings of stock-holders
shall be held at such place or places, within or without the State of Delaware,
as may from time to time be fixed by the Board of Directors, or as shall be
specified in the respective notices, or waivers of notice, thereof.
Section 2. Annual Meeting. (a) The annual meeting of
stockholders for the election of Directors and the transaction of other business
shall be held on such date and at such place as may be designated by the Board
of Directors. At each annual meeting the stockholders entitled to vote shall
elect a Board of Directors and may transact such other proper business as may
come before the meeting.
(b) To be properly brought before an annual meeting, business
must be (i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the Chairman of the meeting or the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Chairman of the meeting or the Board of Directors or (iii)
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 written notice thereof, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation, not more than
90 days or less
than 60 days in advance of the anniversary date of the immediately preceding
annual meeting. Any such notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, and in the event that such business
includes a proposal to amend either the Certificate of Incorporation or By-laws
of the Corporation, the language of the proposed amendment; (ii) the name and
address of the stockholder proposing such business; (iii) a representation that
the stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business; (iv) any material interest of the stockholder in such
business; and (v) if the stockholder intends to solicit proxies in support of
such stockholder's proposal, a representation to that effect. No business shall
be conducted at an annual meeting of stockholders except in accordance with this
Section 2(b), and the Chairman of the meeting may refuse to permit any business
to be brought before an annual meeting without compliance with the foregoing
procedures or if the stockholder solicits proxies in support of such
stockholder's proposal without such stockholder having made the representation
required by clause (v) of the preceding sentence.
Section 3. Special Meetings. Except as otherwise required by
law, special meetings of the stockholders for any purpose or purposes may be
called only by the Chairman of the Board, the President, or a majority of the
entire Board of Directors. Only such business as is specified in the notice of
any special meeting of the stockholders shall come before such meeting.
Section 4. Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state 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. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation. Notice
shall not be required to be given to any stockholder who shall waive such notice
in writing, whether prior to or after such meeting, or who shall attend such
meeting in person or by proxy unless such attendance is for the express purpose
of objecting, at the beginning of such meeting, to the transactions of any
business because the meeting is not lawfully called or convened.
Section 5. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the stock
ledger (or a transfer agent or similar entity appointed to perform such duty) to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. 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 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 be kept and produced at the time
and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present. The original or duplicate
ledger shall be the only evidence as to who are
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the stockholders entitled to examine such list or the books of the Corporation
or to vote in person or by proxy at such meeting.
Section 6. Quorum. At each meeting of the stockholders, the
holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business, except where
otherwise provided by law, the Certificate of Incorporation or these By-laws. In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such meeting shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted.
Section 7. Voting. Every stockholder of record who is entitled
to vote shall at every meeting of the stockholders be entitled to one vote for
each share of stock held by him on the record date; except, however, that shares
of its own stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the Corporation, shall neither be entitled to vote
nor counted for quorum pur poses. Nothing in this Section shall be construed as
limiting the right of the Corporation to vote its own stock held by it in a
fiduciary capacity. At all meetings of the stockholders, a quorum being present,
all matters shall be decided by majority vote of the shares of stock entitled to
vote held by stockholders present in person or by proxy, except as otherwise
required by law or the Certificate of Incorporation. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed by the chairman of
the meeting or required by law, the vote thereat on any question need not be by
written ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or in his name by his proxy, if there be such proxy, and
shall state the number of shares voted by him and the number of votes to which
each share is entitled.
Section 8. Proxies. Each stockholder entitled to vote at a
meeting of stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. A proxy acting for any stockholder shall be duly appointed by an
instrument in writing subscribed by such stockholder. No proxy shall be valid
after the expiration of three years from the date thereof unless the proxy
provides for a longer period.
Section 9. Action Without a Meeting. Any action required 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.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.
Section 2. Election and Term. Except as otherwise provided by
law, Directors shall be elected at the annual meeting of stockholders and shall
hold office until the next annual meeting of stockholders and until their
successors are elected and qualify, or until they sooner die, resign or are
removed. At each annual meeting of stockholders, at which a quorum is present,
the persons receiving a plurality of the votes cast shall be the Directors.
Acceptance of the office of Director may be expressed orally or in writing, and
attendance at the organization meeting shall constitute such acceptance.
Section 3. Number. The number of Directors shall be such
number as shall be determined from time to time by the Board of Directors but
shall not be less than three nor more than eleven and initially shall be two.
Section 4. Notification of Nominations. Nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors. Any stockholder
entitled to vote for the election of directors at a meeting may nominate persons
for election as directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation (i) with respect to
an election to be held at an annual meeting of stockholders, not more than 120
days or less than 90 days in advance of the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, not later than
the close of business on the seventh day following the date on which notice of
such meeting is first given to stockholders. Each such notice shall set forth
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corpora tion entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board of Directors; (e) the consent of each
nominee to serve as a director of the corporation if so elected; and (f) if the
stockholder intends to solicit proxies in support of such stockholder's
nominee(s), a representation to that effect. The Chairman of the meeting may
refuse to acknowledge the nomina tion of any person which was not made in
accordance with the foregoing procedure or if the stock holder nominating such
person(s) solicits proxies in support of such stockholder's nominee(s) without
such stockholder having made the representation required by clause (f) of the
preceding sentence.
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Section 5. Quorum and Manner of Acting. Unless otherwise
provided by law, the presence of 50% of the whole Board of Directors (or any
committee thereof) shall be necessary to constitute a quorum for the transaction
of business. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. At all meetings of Directors, a quorum
being present, all matters shall be decided by the affirmative vote of a
majority of the Directors present, except as otherwise required by law. The
Board of Directors (or any committee thereof) may hold its meetings at such
place or places within or without the State of Delaware as the Board of
Directors may from time to time determine or as shall be specified in the
respective notices, or waivers of notice, thereof.
Section 6. Organization Meeting. Immediately after each annual
meeting of stockhold ers for the election of Directors the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If such meeting is held at any other
time or place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.
Section 7. Regular Meetings. Regular meetings of the Board of
Directors will be held quarterly, as regularly scheduled, and may be held at
such place, within or without the State of Delaware, as shall from time to time
be determined by the Board of Directors. After there has been such
determination, and notice thereof has been once given to each member of the
Board of Directors as hereinafter provided for special meetings, regular
meetings may be held without further notice being given.
Section 8. Special Meetings; Notice. Special meetings of the
Board of Directors (or any committee thereof) shall be held whenever called by
the Chairman of the Board, if any, the President or by a majority of the
Directors. Notice of each such meeting shall be mailed to each Director,
addressed to him at his residence or usual place of business, at least five days
before the date on which the meeting is to be held, or shall be sent to him at
such place by telegraph, cable, radio or wireless, or be delivered personally or
by telephone, not later than the day before the day on which such meeting is to
be held; provided, however, that any such notice relating to a meeting of a
committee of the Board of Directors need only be sent to each Director serving
on such committee. Each such notice shall state the time and place of the
meeting and, as may be required, the purposes thereof. Notice of any meeting of
the Board of Directors (or any committee thereof) need not be given to any
Director if he shall sign a written waiver thereof either before or after the
time stated therein for such meeting, or if he shall be present at the meeting.
Unless limited by law, the Company's Certificate of Incorpora tion, these
By-laws or the terms of the notice thereof, any and all business may be
transacted at any meeting without the notice thereof having specifically
identified the matters to be acted upon.
Section 9. Removal of Directors. Any Director or the entire
Board of Directors may be removed, with or without cause, at any time, by action
of the holders of record of the majority of the issued and outstanding stock of
the Corporation (a) present in person or by proxy at a meeting of holders of
such stock and entitled to vote thereon or (b) by a consent in writing in the
manner contemplated in Section 9 of Article II, and the vacancy or vacancies in
the Board of Directors caused
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by any such removal may be filled by action of such a majority at such meeting
or at any subsequent meeting or by consent.
Section 10. Resignations. Any Director of the Corporation may
resign at any time by giving written notice to the Chairman of the Board, if
any, the President, the Vice President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 11. Vacancies. Any vacancies on the Board of Directors
resulting from death, resignation, removal or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director, and newly created directorships resulting from any increase in the
number of directors shall be filled by the Board of Directors, or if not so
filled, by the stockholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with Article II, Section 3 of
these By-laws. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of such director and until
such director's successor shall have been elected and qualified.
Section 12. Compensation of Directors. Directors, as such,
shall not receive any stated salary for their services, but, by resolution of
the Board, a specific sum fixed by the Board plus expenses may be allowed for
attendance at each regular or special meeting of the Board or any committee
thereof; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation or any parent or subsidiary
corporation thereof in any other capacity and receiving compensation in such
capacity.
Section 13. Action Without a Meeting. 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 a written consent thereto is signed
by all members of the Board (or such committee), and such written consent is
filed with the minutes or proceedings of the Board.
Section 14. Telephonic Participation in Meetings. Members of
the Board of Directors (or any committee thereof) may participate in a meeting
of the Board (or such committee) by means of conference telephone or similar
communications equipment by means of which all persons participat ing in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
Section 15. Committees. The Board of Directors may appoint
such committees of the Board of Directors as it may deem appropriate, and such
committees shall exercise the authority delegated to them. The membership of any
such committee shall consist of such Directors as the Board of Directors may
deem advisable from time to time to serve. The Board of Directors may fill in
any vacancies on any committee as they occur. Each committee shall meet as often
as its business may require.
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ARTICLE IV
OFFICERS
Section 1. Principal Officers. The Board of Directors shall
elect a President, a Secretary and a Treasurer, and may in addition elect a
Chairman of the Board, one or more Vice Presi dents and such other officers as
it deems fit; the President, the Secretary, the Treasurer, the Chairman of the
Board, if any, and the Vice Presidents, if any, being the principal officers of
the Corporation. One person may hold, and perform the duties of, any two or more
of said offices.
Section 2. Election and Term of Office. The principal officers
of the Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof. Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.
Section 3. Other Officers. In addition, the Board may elect,
or the Chairman of the Board, if any, or the President may appoint, such other
officers as they deem fit. Any such other officers chosen by the Board of
Directors shall be subordinate officers and shall hold office for such period,
have such authority and perform such duties as the Board of Directors, the
Chairman of the Board, if any, or the President may from time to time determine.
Section 4. Removal. Any officer may be removed, either with or
without cause, at any time, by resolution adopted by the Board of Directors at
any regular meeting of the Board, or at any special meeting of the Board called
for that purpose, at which a quorum is present.
Section 5. Resignations. Any officer may resign at any time by
giving written notice to the Chairman of the Board, if any, the President, the
Secretary or the Board of Directors. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled
for the unexpired portion of the term in the manner prescribed in these By-laws
for election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the Board of
Directors if one be elected, shall preside, if present, at all meetings of the
Board of Directors and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
Section 8. President. The President shall be the chief
executive officer of the Corpora tion and shall have the general powers and
duties of supervision and management usually vested in the office of president
of a corporation. He shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the Board
of Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the Corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
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manner, he shall execute bonds, mortgages, and other contracts on behalf of the
Corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer.
Section 9. Vice President. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the
directors.
Section 10. Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation.
He shall exhibit at all reasonable times his books of account and records to any
of the Directors of the Corporation upon application during business hours at
the office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; he shall receive, and give receipt for,
moneys due and payable to the Corporation from any source whatsoever; in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board of Directors, the President or the Board of Directors. The Treasurer
shall give such bond, if any, for the faithful discharge of his duties as the
Board of Directors may require.
Section 11. Secretary. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are properly kept and filed; and in general he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.
Section 12. Salaries. The salaries of the principal officers
shall be fixed from time to time by the Board of Directors, and the salaries of
any other officers may be fixed by the President.
ARTICLE V
INDEMNIFICATION
Section 1. Right of Indemnification. Every person now or
hereafter serving as a director or officer of the Corporation and every such
director or officer serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Corporation in accordance
with and to the fullest extent permitted by law for the defense of, or in
connection with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
Section 2. Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may 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
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by or on behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article V.
Section 3. Agreements. The Company is authorized to enter into
indemnification agreements with any of its directors or officers subject to the
provisions of this Article V.
Section 4. Other Rights of Indemnification. The right of
indemnification herein provided shall not be deemed exclusive of any other
rights to which any such director or officer may now or hereafter be entitled
under any 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 or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.
Section 5. Indemnification of Employees and Agents. The rights
of indemnification provided to directors and officers in this Article V may be
applicable, at the discretion of the Company, to its employees and agents.
Section 6. Insurance. The Company is authorized to purchase
insurance on behalf of any person whom it is required or permitted to indemnify
according to this Article V.
ARTICLE VI
SHARES AND THEIR TRANSFER
Section 1. Certificate for Stock. Every stockholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number of shares
of the capital stock of the Corporation owned by him. No certificate shall be
issued for partly paid shares.
Section 2. Stock Certificate Signature. The certificates for
such stock shall be numbered in the order in which they shall be issued and
shall be signed by the President or any Vice President and the Secretary or
Treasurer of the Corporation and its seal shall be affixed thereto. If such
certificate is countersigned (1) by a transfer agent other than the Corporation
or its employee, or, (2) by a registrar other than the Corporation or its
employee, the signatures of such officers of the Corporation may be facsimiles.
In case any officer of the Corporation who has signed, or whose facsimile
signature has been placed upon, any such 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.
Section 3. Stock Ledger. A record shall be kept by the
Secretary or by any other officer, employee or agent designated by the Board of
Directors of the name of each person, firm or corporation holding capital stock
of the Corporation, the number of shares represented by, and the respective
dates of, each certificate for such capital stock, and in case of cancellation
of any such certificate, the respective dates of cancellation.
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Section 4. Cancellation. Every certificate surrendered to the
Corporation for exchange or registration of transfer shall be canceled, and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except,
subject to Section 7 of this Article VI, in cases provided for by applicable
law.
Section 5. Registrations of Transfers of Stock. Registrations
of transfers of shares of the capital stock of the Corporation shall be made on
the books of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer clerk or a transfer agent
appointed as in Section 6 of this Article VI provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation; provided, however, that whenever any transfer of shares 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 the transferee request the
Corporation to do so.
Section 6. Regulations. The Board of Directors may make such
rules and regulations as it may deem expedient, not inconsistent with the
Certificate of Incorporation or these By- laws, concerning the issue, transfer
and registration of certificates for shares of the stock of the Corporation. It
may appoint, or authorize any principal officer or officers to appoint, one or
more transfer clerks or one or more transfer agents and one or more registrars,
and may require all certificates of stock to bear the signature or signatures of
any of them.
Section 7. Lost, Stolen, Destroyed or Mutilated Certificates.
Before any certificates for stock of the Corporation shall be issued in exchange
for certificates which shall become mutilated or shall be lost, stolen or
destroyed, proper evidence of such loss, theft, mutilation or destruction shall
be procured for the Board of Directors, if it so requires.
Section 8. Record Dates. For the purpose of determining 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 date as a
record date for any such determination of stockholders. Such record date shall
not be more than sixty or less than ten days before the date of such meeting, or
more than sixty days prior to any other action. If a record date is not fixed by
the Board of Directors as aforesaid, (i) the date for determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day next preceding the day on which notice is
given, or if no notice is given, the day next preceding the day on which the
meeting is held, and (ii) the record date for determining stockholders for any
purpose other than that specified in clause (i) shall be the close of business
on the day on which the resolution of the Board of Directors relating thereto is
adopted.
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ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Corporate Seal. The Board of Directors shall
provide a corporate seal, which shall be in the form of a circle and shall bear
the name of the Corporation and words and figures showing that it was
incorporated in the State of Delaware in the year 1995. The Secretary shall be
the custodian of the seal. The Board of Directors may authorize a duplicate seal
to be kept and used by any other officer.
Section 2. Voting of Stocks Owned by the Corporation. The
Board of Directors may authorize any person on behalf of the Corporation to
attend, vote and grant proxies to be used at any meeting of stockholders of any
corporation (except the Corporation) in which the Corporation may hold stock.
Section 3. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital stock of the Corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the Board of Directors shall deem conducive to the interests of the Corporation.
ARTICLE VIII
AMENDMENTS
These By-laws of the Corporation may be altered, amended or
repealed by the Board of Directors at (a) any regular or special meeting of the
Board of Directors, provided, however, that the Board of Directors may alter,
amend or repeal the provisions of these By-laws relating to the number of
Directors only if all the members of the Board of Directors consent thereto in
writing, or (b) by the affirmative vote of the holders of record of a majority
of the issued and outstanding stock of the Corporation (i) present in person or
by proxy at a meeting of holders of such stock and entitled to vote thereon or
(ii) by a consent in writing in the manner contemplated in Section 9 of Article
II, provided, however, that notice of the proposed alteration, amendment or
repeal is contained in the notice of such meeting. By-laws, whether made or
altered by the stockholders or by the Board of Directors, shall be subject to
alteration or repeal by the stockholders as in this Article VIII above provided.
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