EXHIBIT 3.2
BY-LAWS
OF
1ST STEP, INC.
A DELAWARE CORPORATION
AS ADOPTED MARCH 18, 2002
ARTICLE I
STOCKHOLDERS
SECTION 1.1 ANNUAL MEETING.
An annual meeting of stockholders for the purpose of
electing directors and of transacting such other business as may come before
it shall be held each year at such date, time, and place, either within or
without the State of Delaware, as may be specified by the Board of Directors.
SECTION 1.2 SPECIAL MEETINGS.
Special meetings of stockholders for any purpose or
purposes may be held at any time upon call of the Chairman of the Board, if any,
the President, or a majority of the Board of Directors, at such time and place
either within or without the State of Delaware as may be stated in the notice. A
special meeting of stockholders shall be called by the President upon the
written request of stockholders who together own of record a majority of the
outstanding stock of all classes entitled to vote at such meetings, stating the
time, place, and the purpose or purposes of the meeting.
SECTION 1.3 NOTICE OF MEETINGS.
Written notice of stockholders meetings, stating the
place, date, and hour thereof, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given by the
Chairman of the Board, if any, the President, any Vice President, the Secretary,
or an Assistant Secretary, to each stockholder entitled to vote thereat at least
ten days but not more than sixty days before the date of the meeting, unless a
different period is prescribed by law.
SECTION 1.4 QUORUM.
Except as otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, at any meeting of stockholders,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting shall be present or represented by proxy in
order to constitute a quorum for the transaction of any business. In the absence
of a quorum, a majority in interest of the stockholders present who are entitled
at the time to vote or the chairman of the meeting may adjourn the meeting from
time to time in the manner provided in Section 1.5 of these By-Laws until a
quorum shall attend.
SECTION 1.5 ADJOURNMENT.
Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. 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 1.6 ORGANIZATION.
The Chairman of the Board, if any, or in his or her
absence the President, or in their absence any Vice-President, shall call to
order meetings of stockholders and shall act as chairman of such meetings. The
Board of Directors or, if the Board fails to act, the stockholders may appoint
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any stockholder, director, or officer of the Corporation to act as chairman of
any meeting in the absence of the Chairman of the Board, the President, and all
Vice Presidents.
The Secretary of the Corporation shall act as
secretary of all meetings of stockholders, but, in the absence of the Secretary,
the chairman of the meeting may appoint any other person to act as secretary of
the meeting.
SECTION 1.7 VOTING.
At all meetings of the stockholders, each stockholder
shall be entitled to vote, in person or by proxy, the shares of voting stock
owned by such stockholder of record on the record date for the meeting. When a
quorum is present or represented at any meeting, the vote of the holders of a
majority of the shares 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 law or of the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
SECTION 1.8 INFORMAL ACTION BY STOCKHOLDERS.
Any action required to be taken at a meeting of the
stockholders, or any other action which may be taken at a meeting of the
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 shares 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, 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.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1 NUMBER AND TERM OF OFFICE.
The business, property, and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors.
The number of directors of the Corporation shall be not less than one (1) and
not more than five (5); provided however, that the Board, by resolution adopted
by vote of a majority of the then authorized number of directors, may increase
or decrease the number of directors. Except as provided in Section 4.3 below,
the directors shall be elected by the holders of shares entitled to vote thereon
at the annual meeting of stockholders, and each shall serve (subject to the
provisions of Article IV) until the next succeeding annual meeting of
shareholders and until his or her respective successor has been elected and
qualified.
SECTION 2.2 CHAIRMAN OF THE BOARD.
The directors may elect one of their members to be
Chairman of the Board of Directors. The Chairman shall be subject to the control
of and may be removed by the Board of Directors. He or she shall perform such
duties as may from time to time be assigned to him by the Board of Directors.
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SECTION 2.3 MEETINGS.
Annual meetings of the Board of Directors shall take
place immediately following each annual meeting of the stockholders. Other
regular meetings of the Board of Directors shall be held at such time and at
such place as shall from time to time be determined by the Board. Regular
meetings may be called upon a minimum of five (5) days prior notice.
Special meetings of the Board of Directors shall be
held at such time and place as shall be designated in the notice of the
meeting whenever called by the Chairman of the Board, if any, the President, or
by any member of the Board of Directors then in office. Notice of any special
meeting of the Board of Directors shall be given at least two (2) days prior to
the meeting, either in writing or by telephone if confirmed promptly in writing,
to each director at the address shown for such director on the records of the
Corporation.
SECTION 2.4 QUORUM AND ORGANIZATION OF MEETINGS.
A majority of the total number of members of the
Board of Directors as constituted from time to time shall constitute a quorum
for the transaction of business, but, if at any meeting of the Board of
Directors (whether or not adjourned from a previous meeting) there shall be less
than a quorum present, a majority of those present may adjourn the meeting to
another time and place, and the meeting may be held as adjourned without further
notice or waiver. Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, a majority of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting. Meetings shall be presided over by the Chairman of the Board, if any,
or in his or her absence by the President, or in the absence of both by such
other person as the directors may select. The Secretary of the Corporation shall
act as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
SECTION 2.5 COMMITTEES.
The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the 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 a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member, provided that the director so
appointed meets any qualifications stated in the resolution designating the
committee. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business, property, and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Unless otherwise provided in the resolution
designating a committee, a majority of all of the members of any such committee
may select its chairman, fix its rules and procedures, fix the time and place of
its meetings and specify what notice of meetings, if any, shall be given. All
action taken by committee shall be recorded in minutes of the meetings.
SECTION 2.6 ACTION WITHOUT MEETING.
Nothing contained in these By-Laws shall be deemed to
restrict the power of members of the Board of Directors or of any committee
designated by the Board to take any action required or permitted to be taken by
them without a meeting.
SECTION 2.7 TELEPHONE MEETINGS.
Nothing contained in these By-Laws shall be deemed to
restrict the power of members of the Board of Directors, or any committee
designated by the Board, to participate in a meeting of the Board, or committee,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
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ARTICLE III
OFFICERS
SECTION 3.1 EXECUTIVE OFFICERS.
The executive officers of the Corporation shall be a
Chief Executive Officer, a President, a Treasurer/Chief Financial Officer and
a Secretary, each of whom shall be elected by the Board of Directors. The Board
of Directors may also elect or appoint such other officers (including a Chairman
of the Board and/or a Vice Chairman of the Board from among the members of the
Board of Directors, one or more Vice Presidents, a Controller and/or one or more
Assistant Treasurers and/or Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed by
the Board of Directors from time to time. Any person may hold at one time two or
more offices.
SECTION 3.2 TERM OF OFFICE.
The officers of the Corporation shall be elected at
the annual meeting of the Board of Directors and shall hold office until their
successors are elected and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors.
SECTION 3.3 POWERS AND DUTIES.
(a) CHAIRMAN OF THE BOARD. The Chairman of the Board,
when elected, shall preside at meetings of stockholders and shall have such
other functions, authority and duties as may be prescribed by the Board of
Directors.
(b) PRESIDENT (CHIEF EXECUTIVE OFFICER). The
President shall be the Chief Executive Officer of the Corporation and shall have
general supervision, direction and control of the business and affairs of the
Corporation, subject to the control of the Board of Directors, and shall have
such other functions, authority and duties as may be prescribed by the Board of
Directors. The Board may divide and allocate the functions, authority and duties
of the President amongst the President and/or the Chief Executive Officer.
(c) VICE PRESIDENT. Each Vice President shall perform
such duties and have such other powers as may from time to time be prescribed by
the Board of Directors.
(d) SECRETARY. The Secretary shall keep a record of
all proceedings of the stockholders of the Corporation and of the Board of
Directors, and shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice, if any, of all
meetings of the stockholders and shall perform such other duties as may be
prescribed by the Board of Directors. The Secretary shall have custody of the
corporate seal of the Corporation and the Secretary or, in the absence of the
Secretary, any Assistant Secretary, shall have authority to affix the seal to
any instrument requiring it, and when so affixed it may be attested by the
signature of the Secretary or an Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the Corporation
and to attest such affixing of the seal.
(e) ASSISTANT SECRETARY. 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 the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may from time to
time be prescribed by the Board of Directors.
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(f) TREASURER/CHIEF FINANCIAL OFFICER. The Treasurer
shall be the Chief Financial Officer and 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. 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 and the Board of Directors, at its regular meetings or when the
Board of Directors so requests, an account of all transactions as Treasurer and
of the financial condition of the Corporation. The Treasurer shall perform such
other duties as may from time to time be prescribed by the Board of Directors.
(g) ASSISTANT TREASURER. The Assistant Treasurer or
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 the Treasurer's 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 may from time to
time be prescribed by the Board of Directors.
(h) OTHER OFFICERS. Any officer who is elected or
appointed from time to time by the Board of Directors and whose duties are not
specified in these By-laws shall perform such duties and have such powers as may
be prescribed from time to time by the Board of Directors.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
SECTION 4.1 RESIGNATIONS.
Any director or officer of the Corporation, or any
member of any committee, may resign at any time by giving written notice to the
Board of Directors, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time not
be specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4.2 REMOVALS.
The Board of Directors, by a vote of not less than a
majority of the entire Board, at any meeting thereof, or by written consent,
at any time, may, to the extent permitted by law, remove with or without cause
from office or terminate the employment of any officer or member of any
committee and may, with or without cause, disband any committee. Any director or
the entire Board of Directors may be removed, with or without cause, by the
holders of a majority of the shares entitled at the time to vote at an election
of directors.
SECTION 4.3 VACANCIES.
Any vacancy in the office of any director or officers
through death, resignation, removal, disqualification, or other cause, and
any additional directorship resulting from an increase in the number of
directors, may be filled at any time by a majority of the directors then in
office (even though less than a quorum remains) or, in the case of any vacancy
in the office of any director, by the stockholders who are at the time entitled
to vote at an election of directors, and, subject to the provisions of this
Article IV, the person so chosen shall hold office until his or her successor
shall have been elected and qualified; or, if the person so chosen is a director
elected to fill a vacancy, he or she shall (subject to the provision of this
Article IV) hold office for the unexpired term of his or her predecessor.
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ARTICLE V
CERTIFICATES REPRESENTING SHARES
SECTION 5.1 STOCK CERTIFICATES.
The certificates for shares of the capital stock of
the Corporation shall be in such form as shall be prescribed by law and
approved, from time to time, by the Board of Directors. The certificates shall
be signed by or in the name of the Corporation by the 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. Where a certificate is countersigned by a transfer agent, other
than the Corporation or an employee of the Corporation, or by a registrar, the
signatures of the Chairman of the Board, the President or a Vice President and
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary may be facsimiles. 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, the certificate may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar were such officer,
transfer agent or registrar at the date of its issue.
SECTION 5.2 TRANSFER OF SHARES.
Shares of the capital stock of the Corporation may be
transferred on the books of the Corporation only by the holder of such shares or
by his, her or its duly authorized attorney, upon the surrender to the
Corporation or its transfer agent of the certificate representing such stock,
properly endorsed.
SECTION 5.3 FIXING 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 or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which, unless otherwise provided by law, shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
SECTION 5.4 LOST CERTIFICATES.
The Board of Directors or any transfer agent of the
Corporation may direct a new certificate or certificates representing stock of
the Corporation 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 the fact by the person claiming
the certificate to be lost, stolen, or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors (or any transfer agent
of the Corporation authorized to do so by resolution of 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, her or its legal representative, to give the Corporation a
bond in such sum as the Board of Directors (or any transfer agent so authorized)
shall direct to indemnify the Corporation against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed or the issuance of such new certificates, and such
requirement may be general or confined to specific instances.
SECTION 5.5 REGULATIONS.
The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the
issue, transfer, registration, cancellation, and replacement of certificates
representing stock of the Corporation.
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION 6.1 THIRD PARTY ACTIONS.
The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, including all appeals (other than an action, suit or
proceeding by or in the right of the Corporation) by reason of the fact that he
or she is or was a director or officer of the Corporation (and the Corporation,
in the discretion of the Board of Directors, may so indemnify a person by reason
of the fact that he or she is or was an employee or agent of the Corporation or
is or was serving at the request of the Corporation in any other capacity for or
on behalf of the Corporation), against expenses (including attorneys' fees),
judgments, decrees, fines, penalties, and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; PROVIDED, HOWEVER,
the Corporation shall be required to indemnify an officer or director in
connection with an action, suit or proceeding initiated by such person only if
such action, suit or proceeding was authorized by the Board of Directors. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith or in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
SECTION 6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.
The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit, including all appeals, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or officer of the Corporation (and the Corporation, in
the discretion of the Board of Directors, may so indemnify a person by reason of
the fact that he or she is or was an employee or agent of the Corporation or is
or was serving at the request of the Corporation in any other capacity for or on
behalf of the Corporation), against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
finally adjudged to be liable for gross negligence or willful misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the court in which such action or suit was brought, or any other court of
competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as such
court shall deem proper. Notwithstanding the foregoing, the Corporation shall be
required to indemnify an officer or director in connection with an action, suit
or proceeding initiated by such person only if such action, suit or proceeding
was authorized by the Board of Directors.
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SECTION 6.3 INDEMNITY IF SUCCESSFUL.
To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 6.1 or 6.2 of
this Article, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.
SECTION 6.4 STANDARD OF CONDUCT.
Except in a situation governed by Section 6.3 of this
Article, any indemnification under Sections 6.1 or 6.2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections 6.1 or 6.2, as
applicable, of this Article. Such determination shall be made (i) by a majority
vote of directors acting at a meeting at which a quorum consisting of directors
who were not parties to such action, suit or proceeding is present, or (ii) by
independent legal counsel in a written opinion if such a quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, or (iii) by the stockholders. The determination required by clauses (i)
and (ii) of this Section 6.4 may in either event be made by written consent of
the majority required by each clause.
SECTION 6.5 EXPENSES.
Expenses (including attorneys' fees) of each officer
and director hereunder indemnified actually and reasonably incurred in
defending any civil, criminal, administrative or investigative action, suit or
proceeding or threat thereof shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article. Such expenses (including attorneys'
fees) incurred by employees and agents may be so paid upon the receipt of the
aforesaid undertaking and such terms and conditions, if any, as the Board of
Directors deems appropriate.
SECTION 6.6 NONEXCLUSIVITY.
The indemnification and advancement of expenses
provided by, or granted pursuant to, other Sections of this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may now or hereafter be entitled under any law, by law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office.
SECTION 6.7 INSURANCE.
The Corporation may purchase and maintain insurance
on behalf of any person who 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, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of Delaware
law.
SECTION 6.8 DEFINITIONS.
For purposes of this Article, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had the power and authority to indemnify any or all of its directors,
officers, employees and agents, so that any person who was a director, officer,
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employee or agent of such constituent corporation, or was serving at the request
of such constituent corporation in any other capacity, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would have had with respect to such
constituent corporation if its separate existence had continued as such
corporation was constituted immediately prior to such merger.
For purposes of this Article, references to "other
capacities" shall include serving as a trustee or agent for any employee
benefit plan; references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by such director, officer, employee or agent with respect to
an employee benefit plan, its participants, or beneficiaries. A person who acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.
SECTION 6. 9 SEVERABILITY.
If any provision hereof is invalid or unenforceable
in any jurisdiction, the other provisions hereof shall remain in full force
and effect in such jurisdiction, and the remaining provisions hereof shall be
liberally construed to effectuate the provisions hereof, and the invalidity of
any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
SECTION 6.10 AMENDMENT.
The right to indemnification conferred by this
Article shall be deemed to be a contract between the Corporation and each person
referred to therein until amended or repealed, but no amendment to or repeal of
these provisions shall apply to or have any effect on the right to
indemnification of any person with respect to any liability or alleged liability
of such person for or with respect to any act or omission of such person
occurring prior to such amendment or repeal.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 CORPORATE SEAL.
The corporate seal shall have inscribed thereon the
name of the Corporation and shall be in such form as may be approved from time
to time by the Board of Directors.
SECTION 7.2 FISCAL YEAR.
The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
SECTION 7.3 NOTICES AND WAIVERS THEREOF.
Whenever any notice is required by law, the
Certificate of Incorporation, or these By-Laws to be given to any stockholder,
director, or officer, such notice, except as otherwise provided by law, may be
given personally, or by mail, or, in the case of directors or officers, by
telegram, cable, or facsimile (provided confirmation of the facsimile is
received), addressed to such address as appears on the books of the Corporation.
Any notice given by telegram, cable, or facsimile shall be deemed to have been
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given when it shall have been delivered for transmission and any notice given by
mail shall be deemed to have been given when it shall have been deposited in the
United States mail with postage thereon prepaid. Whenever any notice is required
to be given by law, the Certificate of Incorporation, or these By-Laws, a
written waiver thereof, signed by the person entitled to such notice, whether
before or after the meeting or the time stated therein, shall be deemed
equivalent in all respects to such notice to the full extent permitted by law.
SECTION 7.4 STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.
Unless otherwise ordered by the Board of Directors,
the President, the Secretary, and such attorneys or agents of the Corporation as
may be from time to time authorized by the Board of Directors or the President,
shall have full power and authority on behalf of this Corporation to attend and
to act and vote in person or by proxy at any meeting of the holders of
securities of any corporation or other entity in which this Corporation may own
or hold shares or other securities, and at such meetings shall possess and may
exercise all the rights and powers incident to the ownership of such shares or
other securities which this Corporation, as the owner or holder thereof, might
have possessed and exercised if present. The President, the Secretary, or such
attorneys or agents, may also execute and deliver on behalf of the Corporation
power of attorney, proxies, consents, waivers, and other instruments relating to
the shares or securities owned or held by this Corporation.
ARTICLE VII
AMENDMENTS
The holder of shares entitled at the time to vote for
the election of directors shall have the power to adopt, amend, or repeal
the By-Laws of the Corporation by a vote of not less than a majority of such
shares, and except as otherwise provided by law, the Board of Directors shall
have the power equal in all respects to that of the stockholders to adopt amend,
or repeal the By-Laws by a vote of not less than a majority of the entire Board.
However, any By-Law adopted by the Board of Directors may be amended or repealed
by a vote of the holders of a majority of the shares entitled at the time to
vote for the election of directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of 1st Step, Inc., a
Delaware corporation; and
2. That the foregoing Bylaws, constitute the Bylaws of said corporation
as duly adopted by action of the Incorporator of the Corporation taken on March
18, 2002.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 18th day of March, 2002.
/S/ CORBIN BERNSEN
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Corbin Bernsen
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