EXHIBIT 4.2
BY-LAWS
OF
STARNET COMMUNICATIONS INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1.1. REGISTERED OFFICE. The registered office shall be as
set forth in the Corporation's certificate of incorporation.
Section 1.2. OTHER OFFICES. The Corporation may also have offices at
such other places both within and without Delaware as the Board of
Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1. LOCATION OF MEETINGS. Meetings of stockholders for any
purpose may be held at such time and place, within or without Delaware, as
may be fixed by the Board of Directors, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof. The Board of
Directors may, in its sole discretion, determine that a meeting shall not
be held at any place, but may instead be held solely by means of remote
communication as authorized by Delaware statute.
Section 2.2. TIME OF ANNUAL MEETING. Annual meetings of
stockholders, commencing with the year 1998 shall be held on the first
Wednesday of the fourth month following the close of the fiscal year if not
a legal holiday, and if a legal holiday, then on the next secular day
following, at 10:00 a.m., or at such other date and time as shall be
designated from time to time by the board of directors and stated in the
notice of the meeting, at which meeting they shall elect by a plurality
vote a board of directors, and transact such other business as may properly
be brought before the meeting.
Section 2.3. NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, if any, date and hour of the meeting, and the
means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such meeting,
shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.
Section 2.4. STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Nothing contained in this Section 2.4
shall require the Corporation to include electronic mail addresses or other
electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
for a period of at least ten days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to
gain access to such list is provided with the notice of the meeting, or
(ii) during ordinary business hours, at the principal place of business of
the Corporation. If the meeting is to be held at a place, then the list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present. If the meeting is to be held solely by means of remote
communication, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. The list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting.
Section 2.5. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the
chairman of the board t and shall be called by the chairman of the board
or secretary at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote . Such request shall state the purpose or
purposes of the proposed meeting.
Section. 2.6. NOTICE OF SPECIAL MEETINGS. Written notice of a
special meeting stating the place, date and hour of the meeting, the means
of remote communication, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, and the
purpose or purposes for which the meeting is called, shall be given not
less than ten nor more than sixty days before the date of the meeting, to
each stockholder entitled to vote at such meeting.
Section 2.7. BUSINESS TRANSACTED AT SPECIAL MEETINGS. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 2.8. QUORUM. The holders of one-third of the 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 as otherwise provided
by statute or by the certificate of incorporation. If, however, such
quorum shall not be present 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 the announcement at the meeting, until a quorum
shall be present. At such adjourned meeting, at which a quorum shall be
present, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 2.9. MAJORITY VOTE. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the certificate of incorporation a
different vote is required, in which case such express provision shall
govern and control the decision of such question.
Section 2.10. ONE VOTE PER SHARE. Each stockholder shall, at every
meeting of the stockholders, be entitled to one vote for each share of the
capital stock having voting power held by such stockholder.
Section 2.11. ACTION BY WRITTEN CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for
or in connection with any corporate action, by any provision of the
statutes, the meeting and vote of stockholders may be dispensed with 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 and
shall be delivered to the Corporation by delivery to its registered office
in 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. If, pursuant to this provision, corporate
action is taken without a meeting by less than unanimous written consent,
prompt notice of the taking of such action shall be given to those
stockholders who have not consented in writing and who, if the action had
been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents
signed by a sufficient number of holders to take the action were delivered
to the Corporation as provided by statute and these by-laws. Procedures
for consenting to corporate action by electronic transmission shall be
governed by statute.
Section 2.12. ADVANCED NOTICE OF BUSINESS AT ANNUAL MEETINGS. 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
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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. To be
timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in
the event that less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. 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 address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (d)
any material interest of the stockholder in such business. Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted
at any annual meeting except in accordance with the procedures set forth in
this Section 2.12. The chairman of the 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 Section 2.12, 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.
ARTICLE III
DIRECTORS
Section 3.1. NUMBER; ELECTION; QUALIFICATIONS. The number of
directors shall constitute the whole Board shall be such number as shall be
determined from time to time by resolution of the Board of Directors.
The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 3.2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding
at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created
directorships or to replace the directors chosen by the directors then in
office.
Section 3.3. MANAGEMENT OF BUSINESS. The business of the
Corporation shall be managed by or under the direction of its 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.
MEETINGS OF THE BOARD OF DIRECTORS
Section. 3.4. LOCATION. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without Delaware.
Section 3.5. INITIAL MEETING. The first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting, and no notice
of such meeting shall be necessary to the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present.
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In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of Directors, or in
the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a written waiver signed
by all of the directors.
Section 3.6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as
shall from time to time be determined by the Board.
Section 3.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the chairman of the board on two days' notice
to each director, either personally or by mail or by electronic
transmission or by telegram; special meetings shall be called by the
chairman of the board or secretary in like manner and on like notice on
the written request of two directors.
Section 3.8. QUORUM. At all meetings of the Board of Directors, a
majority of the directors 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,
except as may be otherwise specifically provided by statute or by the
certificate of incorporation. 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 3.9. TELEPHONIC MEETING. Members of the Board of Directors,
or any committee designated by the Board, may participate in a meeting of
such Board or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
these by-laws shall constitute presence in person at such meeting.
Section 3.10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted
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 members of the
Board or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of
the Board or committee. Such filings shall be in paper form if the minutes
are maintained in paper form and shall be in electronic form if the minutes
are maintained in electronic form.
COMMITTEES OF DIRECTORS
Section 3.11. AUTHORITY OF COMMITTEES. The Board of Directors may,
designate one or more committees, each committee to consist of one or more
directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of such committee or committees, the member
or members thereof 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 meeting in the place
of any such absent or disqualified member. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Any such committee, to the extent provided in the Board resolution,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; provided, however, that no such committee shall have the power
or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter
expressly required by this chapter to be submitted to stockholders for
approval, or (ii) adopting, amending or repealing any by-law of the Corporation.
Section 3.12. COMMITTEE MINUTES. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.
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Section 3.13. COMPENSATION. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 4.1. METHOD OF NOTICE. Whenever under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing,
by mail, addressed to such director or stockholder, at the stockholder's
address as it appears on the records of the Corporation, with postage
thereon prepaid, or by electronic transmission, and such notice shall be
deemed to be given at the time when the same shall be deposited in the
United States mail or, in the case of electronic transmission, as provided
by statute. Notice to directors may also be personally delivered, or given
by telegram.
Section 4.2. WAIVER. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation
or of these by-laws, a waiver thereof in writing signed by the person or
persons entitled to notice, or a waiver by electronic transmission by the
person or persons entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 5.1. OFFICES CREATED. The officers of the Corporation shall
be chosen by the Board of Directors and shall be a chairman of the board,
a president, a vice-president, a secretary and a treasurer. The Board of
Directors may also choose additional vice-presidents or assistant vice-
presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 5.2. APPOINTMENT OF PRINCIPAL OFFICERS. The Board of
Directors at its first meeting after each annual meeting of stockholders
shall choose a chairman of the board, a president, a chief executive
officer, a secretary and a treasurer and such other officers as the Board
deems appropriate.
Section 5.3. APPOINTMENT OF OTHER OFFICERS. The Board of Directors
may appoint such other officers and agents as it shall deem necessary 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.
Section 5.4. COMPENSATION. The salaries of all officers and agents
of the corporation shall be fixed by the Board of Directors. Any payments
made to an officer of the Corporation such as salary, commission, bonus,
interest or rent, or entertainment expenses incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer to the Corporation to
the full extent of such disallowance. It shall be the duty of the
directors, as a Board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer, subject to the determination of the
directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the Corporation has been
recovered.
Section 5.5. TERM. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.
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THE PRESIDENT AND THE CHIEF EXECUTIVE OFFICER
Section 5.6. GENERAL DUTIES. The president and the chief executive
officer of the Corporation, , shall have general and active management of
the business of the Corporation as delegated and specified by the Board of
Directors and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The offices of president and chief
executive officer may, but need not, be held by the same person.
Section 5.7. AUTHORITY TO EXECUTE CONTRACTS. The president shall
execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to the chief
executive officer or to some other officer or agent of the Corporation.
THE VICE-PRESIDENTS
Section 5.8. DUTIES OF VICE-PRESIDENT. In the absence of the
president or in the event of the president's inability or refusal to act,
the vice-president (or in the event that there be more than one vice-
president, then presidents in the order designated, or in the absence of
any designation, then in the order of their election) shall perform the
duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. The vice-
presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 5.9. DUTIES OF SECRETARY. The secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the
Board of Directors in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. He 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 or president, under whose
supervision he shall be. He shall have custody of the corporate seal of
the Corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may
be attested by his signature or by the signature of 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.
Section 5.10. DUTIES OF ASSISTANT SECRETARIES. The assistant
secretary, or if there be more than one, the assistant secretaries in the
order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall, in the absence
of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 5.11. DUTIES OF TREASURER. The treasurer 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 moneys 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.
Section 5.12. DISBURSEMENT OF FUNDS. 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
president, to the chief executive officer and to 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.
Section 5.13. BOND. If required by the Board of Directors, the
treasurer shall give the Corporation a bond (which shall be renewed every
six years) 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 the treasurer's office and for the restoration to the
Corporation, in case of the treasurer's death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his or her possession or under his or her
control belonging
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to the Corporation.
Section 5.14. ASSISTANT TREASURERS. The assistant treasurer, or if
there shall be more than one, the assistant treasurers, in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the
treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the Board of Directors may from
time to time prescribe.
CHAIRMAN OF THE BOARD
Section 5.15 DUTIES OF CHAIRMAN OF THE BOARD. The chairman of the
board shall preside at all meetings of the Board of Directors and all
meetings of the stockholders. The chairman of the board shall be a
director of the Corporation and may, but need not, hold another corporate
office. In the absence of the chairman of the board or in the event of the
chairman's inability or refusal to act, the Board of Directors shall
appoint from among their number a chairman PRO TEM to preside at meetings
of the Board of Directors or of the stockholders.
ARTICLE VI
INDEMNIFICATION
Section 6.1. RIGHT TO INDEMNIFICATION. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable
law as it presently exists or may hereafter be amended, any person who was
or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The Corporation shall be required to
indemnify a person in connection with a proceeding initiated by such person
only if the proceeding was authorized by the Board of Directors of the
Corporation.
Section 6.2. PREPAYMENT OF EXPENSES. The Corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by or on behalf of such
director or officer to repay all amounts advanced if it should be
ultimately determined that such person is not entitled to be indemnified
under this Article or otherwise.
Section 6.3. CLAIMS. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the Corporation, the claimant
may file suit to recover the unpaid amount of such claim and, if successful
in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action, the Corporation shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law and these by-laws.
Section 6.4. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which
such person may have or may hereafter acquire under any statute, provision
of the certificate of incorporation, these by-laws, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 6.5. OTHER INDEMNIFICATION. The Corporation's obligation,
if any, to indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or non-profit entity shall be reduced by
any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or non-profit
enterprise.
Section 6.6. AMENDMENT OR REPEAL. Any amendment, repeal or
modification of the foregoing provisions of this Article VI shall not
adversely affect any right or protection hereunder of any person with
respect to
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any act or omission occurring prior to the time of such amendment, repeal
or modification.
ARTICLE VII
CERTIFICATES OF STOCK
Section 7.1. REQUIREMENTS. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the chairman or vice-chairman of the Board of Directors or
the president or a vice-president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the Corporation. Any or
all such signatures may be a facsimile.
Section 7.2. COUNTERSIGNATURE. Where a 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, any other
signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if her were such officer,
transfer agent or registrar at the date of issue.
Section 7.3. LOST CERTIFICATES. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative to give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 7.4. TRANSFERS OF STOCK. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
FIXING RECORD DATE
Section 7.5. 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 to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution of 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 a record date, which shall be not more than sixty nor
less than ten days before the date of such meeting; more than ten days
after the date upon which the Board of Directors adopts the resolution
fixing the record date for actions by written consent; or more than sixty
days prior to any other action. In no event shall the record date precede
the date of adoption of the Board resolution fixing such record date. If
no record date is fixed by the Board of Directors, the record date shall be
fixed as provided by statute. 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 7.6. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered in 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 the laws of Delaware.
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ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. INTERESTED PARTY TRANSACTIONS. In the event of a
proposed contract or transaction between the Corporation and one or more of
the following (each an "Interested Party"); any (i) officer, (ii) any
director, or (iii) any holder of 10% of the corporation's outstanding
stock, or between a corporation and any other corporation partnership,
association, or other organization in which one or more Interested Parties
are officers, directors, or have a financial interest, the notice for the
meeting of the Board of directors at which such contract is to be
considered shall identify such contract or transaction, the fact that an
Interested Party is involved in the transaction, and the nature and extent
of such involvement. A proposed contract or transaction involving an
Interested Party as aforesaid may not be consummated unless it is
authorized at a Board meeting at which (1) all material facts as to the
contract or transaction and as to the relationship or interest of the
Interested Party with respect thereto have been disclosed, and (2) a
majority of the directors who are not Interested Parties. although less
than a quorum, have authorized the contract or transaction following such
full disclosure.
DIVIDENDS
Section 8.2. DECLARATION OF DIVIDENDS. Dividends upon the capital
stock of the corporation, subject to the applicable provisions, if any, of
the certificate of incorporation may be declared by the Board of Directors
at any regular or special meeting, pursuant to and in accordance with
applicable law. Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 8.3. ESTABLISHMENT OF RESERVE. 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 directors from time to
time, in their absolute discretion, think 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 such other purpose as
the directors shall think conducive as to the interest of the Corporation,
and the directors may modify or abolish any such reserve in the manner in
which it was created.
Section 8.4. CONTRACTS. In addition to, and specifically not in
limitation of, such authority as may be granted to them under the General
Corporation Law of the State of Delaware, as amended from time to time, the
Board of Directors may authorize any officer or officers or any agent or
agents to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation and such authority may be
general or confined to specific instances.
Section 8.5 . CHECKS. 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 8.6 FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
SEAL
Section 8.7 SEAL. The corporate seal shall have inscribed thereon
the words "Corporate Seal, Delaware" and may include the name of the
Corporation and the year of its organization. The corporate seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced. The Corporation may adopt for any
transaction, without the specific leave of the directors, a seal which is
different from its customary and usual seal; and it shall be sufficient in
any document requiring the seal of the Corporation if the officer executing
such document on behalf of the Corporation, being authorized to do so,
writes or prints the word "Seal" or makes some similar mark.
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ARTICLE IX
AMENDMENTS
Section 9.1. PROCEDURE. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the Board
of Directors, when such power is conferred upon the Board of Directors by
the certificate of incorporation, at any regular meeting of the
stockholders or of the Board of Directors, or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new by-laws be contained in the notice of
such special meeting.
(As amended through September 7, 2000)
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