IMALBYL-3 EXHIBIT 3.2
9010.26-1
BY-LAWS
OF
IONIC FUEL TECHNOLOGY INC.
ARTICLE I - OFFICERS
The principal office of the Corporation shall be located in the City, County and
State so provided in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the State of Delaware as
the Board of Directors may, from time to time, determine and the business may
require.
ARTICLE II - STOCKHOLDERS
1. Place of meetings
Meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of Delaware as
the Board shall authorize.
2. Annual Meetings
The annual meeting of the stockholders of the Corporation shall be held either
(i) at 2:00 p.m. on the last Tuesday of the third month in each year after the
close of the fiscal year of the Corporation, if such date is not a legal holiday
and if a legal holiday, then on the next business day following at the same
hour, or (ii) at such other time and date, not more than thirteen months after
the last preceding annual meeting, as the Board shall designate, at which time
the stockholders shall elect a Board of Directors, and transact such other
business as may properly come before the meeting.
3. Special Meetings
Special meetings of the stockholders may be called at any time by the Board or
by the President, or as otherwise required by law.
4. Notice of Meetings
Written notice of each meeting of stockholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally, by mail or by telex or telecopier. Such notice shall be served not
less than ten (10) nor more than sixty (60) days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called, and shall indicate that it is being issued by the person calling the
meeting. If at any meeting, action is proposed to be taken that would, if taken,
entitle stockholders to receive payment for their shares, the notice of such
meeting shall include a statement of that purpose and to that effect. If mailed,
telexed, or telecopied, as the case may be, such notice shall be directed to
each such stockholder at his address, or telex or telecopier number
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as it appears on the records of the stockholders of the Corporation, unless he
shall have previously filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, or
telexed or telecopied to some other number in which event, it shall be mailed to
the address, or telexed or telecopied to the number, designated in such request.
5. Waiver
Notice of any meeting need not be given to any stockholder who submits a signed
waiver of notice either before or after a meeting. The attendance of any
stockholder at a meeting, in person or by proxy, shall constitute a waiver or
notice by such stockholder.
6. Fixing Record Date
For the purpose of determining the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board shall
fix, in advance, a date as the record date for any such determination of
stockholders. Such date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no record date is fixed, it shall be determined in accordance
with the provisions of law.
7. Quorum
(a) Except as otherwise provided by the Certificate of Incorporation, at all
meetings of stockholders of the Corporation, the presence at the commencement of
such meetings, in person or by proxy, or stockholders holding a majority of the
total number of shares of the Corporation then issued and outstanding on the
records of the Corporation and entitled to vote, shall be necessary and
sufficient to constitute a quorum for the transaction of any business. If a
specified item of business is required to be voted on by a class or classes, the
holder of a majority of the shares of such class or classes shall constitute a
quorum for the transaction of such specified item of business. The withdrawal of
any stockholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.
8. Voting
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation,
(1) directors shall be elected by a plurality of the votes
cast; and
(2) all other corporate action to be taken by vote of the
stockholders, shall be authorized by a majority of votes
cast;
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at a meeting of stockholders by the holders of shares entitled to vote thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of shares
of the Corporation entitled to vote, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the stockholder
himself, or by his attorney-in-fact duly authorized in writing. No proxy shall
be voted or acted upon after three (3) years, unless the proxy shall specify the
length of time it is to continue in force. The proxy shall be delivered to the
Secretary at the meeting and shall be filed with the records of the Corporation.
Every proxy shall be revocable at the pleasure of the stockholder executing it,
unless the proxy states that it is irrevocable, except as otherwise provided by
law.
(d) Any action that may be taken by vote may be taken without a meeting, without
prior notice and without a vote, if a consent or consents 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 and shall be 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.
Such action shall constitute action by such stockholders with the same
force and effect as if the same had been approved at a duly called meeting of
stockholders and evidence of such consent shall be inserted in the Minute Book
of the Corporation. Prompt written consent shall be given to those stockholders
who have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
1. Number.
The number of the directors of the Corporation shall be three (3), until
otherwise determined by a vote of the Board.
2. Election.
Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board need not be stockholders and shall be
elected by a majority of the votes cast at a meeting of stockholders, by the
holders of shares entitled to vote in the election.
3. Term of Office.
Each director shall hold office until the annual meeting of the stockholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.
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4. Duties and Powers.
The Board shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except those powers expressly conferred upon or reserved to the
stockholders.
5. Regular Meetings and Notice.
The Board may provide by resolution for the holding of regular meetings of the
Board of Directors, and may fix the time and place thereof.
Notice of regular meetings shall not be required to be given and, if given, need
not specify the purpose of the meeting; provided, however, that in case the
Board shall fix or change the time or place of any regular meeting, notice of
such action be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth at Section 6 of this Article III, unless such notice shall be
waived.
6. Special Meetings and Notice.
(a) Special meetings of the Board shall be held whenever called by the President
or by one of the directors, at such time and place as may be specified in the
respective notices or waivers of notice thereof.
(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at the address designated by him for such purpose at his usual
place of business, at least two (2) business days before the day on which the
meeting is to be held, or delivered to him personally or given to him orally,
not later than the business day before the day on which the meeting is to be
held.
(c) Notice of a special meeting shall not be required to be given to any
director who shall attend such meeting, or who submits a signed waiver of
notice.
7. Chairman.
At all meetings of the Board, the Chairman, if present, shall preside. If there
shall be no Chairman, or he shall be absent, then the President shall preside.
In his absence, the Chairman shall be chosen by the Directors present.
8. Quorum and Adjournments.
(a) At all meetings of the Board, the presence of a majority of the entire Board
shall be necessary to constitute a quorum for the transaction of business,
except as otherwise provided by law, by the Certificate of Incorporation, or by
these By-laws. Participation of any one or more members of the Board by means of
a conference telephone or similar communications equipment, allowing all persons
participating in the meeting to hear each other at the same time, shall
constitute presence in person at any such meeting.
(b) A majority of the directors present at any regular or special meeting,
although less than a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.
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9. Manner of Acting.
(a) At all meetings of the Board, each director present shall have one vote.
(b) Except as otherwise provided by law, by the Certificate of Incorporation, or
these By-Laws, the action of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board. Any action
authorized, in writing, by all of the directors entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the Board with the
same force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.
10. Vacancies.
Any vacancy in the Board of Directors resulting from an increase in the number
of directors, or the death, resignation, disqualification, removal or inability
to act of any director, shall be filled for the unexpired portion of the term by
a majority vote of the remaining directors, though less than a quorum, at any
regular meeting or special meeting of the Board called for that purpose.
11. Resignation.
Any director may resign at any time by giving written notice to the Board, and
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board or such officer, and the acceptance of such resignation shall not be
necessary to make it effective.
12. Removal.
Any director may be removed, with or without cause, at any time by the holders
of a majority of the shares then entitled to vote at an election of directors,
at a special meeting of the stockholders called for that purpose, and may be
removed for cause by action of the Board.
13. Compensation.
No compensation shall be paid to directors as such, for their services, but by
resolution of the Board, a fixed sum and expenses for actual attendance may be
authorized for attendance at each regular or special meeting of the Board.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
14. Contracts.
(a) No contracts or other transaction between this Corporation and any other
business shall be affected or invalidated, nor shall any director be liable in
any way by reason of the fact that a director of this Corporation is interested
in, or is financially interested in such other business, provided such fact is
disclosed to the Board.
(b) Any director may be a party to or may be interested in any contract or
transaction of this corporation individually, and no director shall be liable in
any way by reason of such interest, provided that the fact of such participation
or interest be disclosed to the Board and provided that the Board shall
authorize or ratify such contract or transaction by the vote (not counting
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the vote of any such director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is taken. Such
director may be counted in determining the presence of a quorum at such meeting.
This Section shall not be construed to invalidate or in any way affect any
contract or other transaction which would otherwise be valid under the law
applicable thereto.
15. Committees.
The Board, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall remain in existence at the pleasure of the Board. Participation
of any one or more members of a committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time, shall constitute a director's
presence in person at any such meeting. Any action authorized in writing by all
of the members of a committee and filed with the minutes of the committee shall
be the act of the committee with the same force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the committee.
ARTICLE IV - OFFICERS
1. Number and Qualifications.
The officers of the Corporation shall consist of a President and a Secretary,
and such other officers, including a Chairman of the Board, one or more Vice
Presidents, and a Treasurer, as the Board of Directors may from time to time
deem advisable. Any officer other than the Chairman of the Board may be, but is
not required to be, a director of the Corporation. Any two or more offices may
be held by the same person, except the offices of President and Secretary.
2. Election.
The officers of the Corporation shall be elected by the Board at the regular
annual meeting of the Board following the annual meeting of stockholders.
3. Term of Office.
Each officer shall hold office until the annual meeting of the Board next
succeeding his election, and until his successor shall have been elected and
qualified, or until his death, resignation or removal.
4. Resignation.
Any officer may resign at any time by giving written notice thereof to the
Board, the President or the Secretary of the Corporation. Such resignation shall
take effect upon receipt thereof by the Board or by such officer, unless
otherwise specified in such written notice. The acceptance of such resignation
shall not be necessary to make it effective.
5. Removal.
Any officer, whether elected or appointed by the Board, may be removed by the
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Board, with or without cause, and a successor elected by the Board at any time.
6. Vacancies.
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board.
7. Duties.
Unless otherwise provided by the Board, officers of the Corporation shall each
have such powers and duties as generally pertain to their respective offices,
such powers and duties as may be set forth in these by-laws, and such powers and
duties as may be specifically provided for by the Board. The President shall be
the chief executive officer of the Corporation.
8. Sureties and Bonds.
At the request of the Board, any officer, employee or agent of the Corporation
shall execute for the Corporation a bond in such sum, and with such surety as
the Board may direct, conditioned upon the faithful performance of his duties to
the Corporation, including responsibility for negligence and for the accounting
for all property, funds or securities of the Corporation which may come into his
hands.
9. Shares of Other Corporations.
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such stockholder shall be exercised on
behalf of the Corporation in such manner as the Board may authorize.
ARTICLE V - SHARES OF STOCK
1. Certificates.
(a) The certificates representing shares in the Corporation shall be in such
form as shall be approved by the Board and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares and
shall be signed by (i) the Chairman of the Board or the Vice Chairman of the
Board or the President or a Vice President, and (ii) the Secretary or Treasurer,
or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.
(b) Certificates representing shares shall not be issued until they are fully
paid for.
(c) The Board may authorize the issuance of certificates for fractions of a
share which shall entitle the holder to exercise his voting rights, receive
dividends and participate in liquidating distributions, in proportion to the
fractional holdings.
2. Lost or Destroyed Certificates.
Upon notification by the holder of any certificate representing share of the
Corporation of the loss or destruction of one or more certificates representing
the same, the Corporation may issue new certificates in place of any
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certificates previously issued by it, and alleged to have been lost or
destroyed. Upon production of evidence of loss or destruction, in such form as
the Board in its sole discretion may require, the Board may require the owner of
the lost or destroyed certificates to provide the Corporation with a bond in
such sum as the Board may direct, and with such surety as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificates. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board, it is proper to do so.
3. Transfers of Shares.
(a) Transfers of shares of the Corporation may be made on the share records of
the Corporation solely by the holder of such records, in person or by a duly
authorized attorney, upon surrender for cancellation of the certificates
representing such shares, with an assignment or power of transfer endorsed
thereon or delivered therewith, duly executed and with such proof of the
authenticity of the signature, and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
shares as the absolute owner thereof for all purposes and shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.
(c) The Corporation shall be entitled to impose such restrictions on the
transfer of shares as may be necessary for the purpose of electing or
maintaining Subchapter S status under the Internal Revenue Code or for the
purpose of securing or maintaining any other tax advantage to the Corporation.
4. Record Date.
In lieu of closing the share records of the Corporation, the Board may fix, in
advance, a date not less than ten (10) days nor more than sixty (60) days, as
the record date for the determination of stockholders entitled to receive notice
of, and to vote at, any meeting of stockholders, or to consent to any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day immediately preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day immediately preceding the day on which the meeting is held;
the record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the resolution of the directors
relating thereto is adopted. The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board is necessary, shall be the day on which the
first written consent is expressed. When a determination of stockholders of
record entitled to notice of or to vote at any meeting of stockholders has been
made as provided for herein, such determination shall apply to any adjournment
thereof, unless the directors fix a new record date for the adjourned meeting.
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ARTICLE VI - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board from time to
time, subject to applicable law.
ARTICLE VII - CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board.
ARTICLE VIII - -AMENDMENTS
All by-laws of the Corporation shall be subject to revision, amendment or
repeal, and new by-laws may be adopted from time to time by a majority of the
stockholders who are at such time entitled to vote in the election of directors
or by the Board of Directors to the extent authorized by the Certificate of
Incorporation.
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