EXHIBIT 3.2
TABLE OF CONTENTS
ARTICLE I
OFFICES
Section 1. Registered Office ....................................... 1
Section 2. Other Offices ........................................... 1
ARTICLE II
STOCKHOLDERS
Section 1. Place of Meetings ....................................... 1
Section 2. Annual Meeting .......................................... 1
Section 3. List of Stockholders .................................... 1
Section 4. Special Meetings .........................................2
Section 5. Notice ...................................................2
Section 6. Quorum ...................................................2
Section 7. Voting ...................................................2
Section 8. Method of Voting..........................................2
Section 9. Record Date ..............................................3
Section 10. Action by Consent. ......................................3
Section 11. Stockholder Proposals ...................................3
Section 12. Nomination of Directors .................................4
ARTICLE III
BOARD OF DIRECTORS
Section 1. Management. ..............................................5
Section 2. Qualification- Election: Term ............................5
Section 3. Number....................................................6
Section 4. Removal...................................................6
Section 5. Vacancies.................................................6
Section 6. Place of Meetings.........................................7
Section 7. Annual Meeting............................................7
Section 8. Regular Meetings..........................................7
Section 9. Special Meetings..........................................7
Section 10. Quorum...................................................7
Section 11. Interested Directors.....................................7
Section 12. Committees...............................................8
Section 13. Action by Consent........................................8
Section 14. Compensation of Directors................................8
ARTICLE IV
NOTICE
Section 1. Form of Notice ............................................8
Section 2. Waiver ....................................................8
ARTICLE V
OFFICERS AND AGENTS
Section 1. In General ................................................9
Section 2. Election ..................................................9
Section 3. Other Officers and Agents .................................9
Section 4. Compensation ..............................................9
Section 5. Term of Office and Removal ................................9
Section 6. Employment and Other Contracts ............................9
Section 7. Chairman of the Board of Directors.........................9
Section 8. Chief Executive Officer...................................10
Section 9. President ................................................10
Section 10. Chief Financial Officer .................................10
Section 11. Secretary ...............................................10
Section 12. Bonding..................................................10
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. Form of Certificates .....................................11
Section 2. Lost Certificates ........................................11
Section 3. Transfer of Shares .......................................11
Section 4. Registered Stockholders...................................12
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends ................................................12
Section 2. Reserves .................................................12
Section 3. Telephone and Similar Meetings ...........................12
Section 4. Books and Records ........................................12
Section 5. Fiscal Year ..............................................13
Section 6. Seal .....................................................13
Section 7. Advances of Expenses .....................................13
Section 8. Indemnification ..........................................14
Section 9. Insurance ................................................14
Section 10. Resignation .............................................14
Section 11. Amendment of Bylaws .....................................14
Section 12. Invalid Provisions ......................................14
Section 13. Relation to the Certificate of Incorporation ............14
BYLAWS
OF
PENTEGRA DENTAL GROUP, INC.
ARTICLE I
OFFICES
-------
SECTION 1. REGISTERED OFFICE. The registered office and registered
agent of Pentegra Dental Group, Inc. (the "Corporation") will be as from time to
time set forth in the Corporation's Certificate of Incorporation (as may be
amended from time to time) or in any certificate filed with the Secretary of
State of the State of Delaware, and the appropriate county Recorder or
Recorders, as the case may be, to amend such information.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
------------
SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors will be held at such place, within or without the State of
Delaware, as may be fixed from time to time by the Board of Directors. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as may be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders will
be held at such time as may be determined by the Board of Directors, at which
meeting the stockholders will elect a Board of Directors, and transact such
other business as may properly be brought before the meeting.
SECTION 3. LIST OF STOCKHOLDERS. At least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer books. Such list will be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
will be specified in the notice of the meeting, or if not so specified at the
place where the meeting is to be held. Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof, and will be
subject to the inspection of any stockholder who may be present.
1
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law, the Certificate of
Incorporation or these Bylaws, may be called by the Chairman of the Board, the
Chief Executive Officer, the President or the Board of Directors. Business
transacted at all special meetings will be confined to the purposes stated in
the notice of the meeting unless all stockholders entitled to vote are present
and consent.
SECTION 5. NOTICE. Written or printed notice stating the place, day and
hour of any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, will be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
Chief Executive Officer, the President, the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at the
meeting. If mailed, such notice will be deemed to be delivered when deposited in
the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
SECTION 6. QUORUM. At all meetings of the stockholders, the presence in
person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote will be necessary and sufficient to constitute
a quorum for the transaction of business except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws. If, however, such quorum is
not present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, will have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting will
be given to each stockholder of record entitled to vote at the meeting. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified.
SECTION 7. VOTING. When a quorum is present at any meeting of the
Corporation's stockholders, the vote of the holders of a majority of the shares
entitled to vote on, and voted for or against, any matter will decide any
questions brought before such meeting, unless the question is one upon which, by
express provision of law, the Certificate of Incorporation or these Bylaws, a
different vote is required, in which case such express provision will govern and
control the decision of such question. The stockholders present in person or by
proxy at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
SECTION 8. METHOD OF VOTING. Each outstanding share of the
Corporation's capital stock, regardless of class, will be entitled to one vote
on each matter submitted to a vote at a meeting of stockholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the Certificate of Incorporation, as amended from time to time. At
any meeting of the stockholders, every stockholder having the right to vote will
2
be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to such meeting, unless such instrument provides for a longer period. Each
proxy will be revocable unless expressly provided therein to be irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation generally. Such proxy will be filed with the
Secretary of the Corporation prior to or at the time of the meeting. Voting on
any question or in any election, other than for directors, may be by voice vote
or show of hands unless the presiding officer orders, or any stockholder
demands, that voting be by written ballot.
SECTION 9. RECORD DATE. The Board of Directors may fix in advance a
record date for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, which record date will not precede the
date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date will not be less than ten nor more than sixty
days prior to such meeting. In the absence of any action by the Board of
Directors, the close of business on the date next preceding the day on which the
notice is given will be the record date, or, if notice is waived, the close of
business on the day next preceding the day on which the meeting is held will be
the record date.
SECTION 10. ACTION BY CONSENT. Except as set forth below, any action
required or permitted by law, the Certificate of Incorporation or these Bylaws
to be taken at a meeting of the stockholders of the Corporation may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, is 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 will 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 minute book. Notwithstanding the foregoing,
from and after the first date that trading of any class or series of capital
stock of the Corporation has commenced on a national securities exchange, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at an annual or special meeting of the stockholders of the
Corporation and may not be effected by any consent in writing by the
stockholders.
SECTION 11. STOCKHOLDER PROPOSALS. No proposal by a stockholder made
pursuant to this Article VII may be voted upon at a meeting of stockholders
unless such stockholder shall have delivered or mailed in a timely manner (as
set herein) and in writing to the Secretary of the Corporation (i) notice of
such proposal, (ii) the text of the proposed alteration, amendment or repeal, if
such proposal relates to a proposed change to the Corporation's Certificate of
Incorporation or Bylaws, (iii) evidence reasonably satisfactory to the Secretary
of the Corporation of such stockholder's status as such and of the number of
shares of each class of capital stock of the Corporation of which such
stockholder is the beneficial owner, (iv) a list of the names and addresses of
other beneficial owners of shares of the capital stock of the Corporation, if
any, with whom such stockholder is acting in concert, and the number of shares
of each class of capital stock of the Corporation beneficially owned by each
such beneficial owner and (v) an opinion of counsel, which counsel and the form
3
and substance of which opinion shall be reasonably satisfactory to the Board of
Directors of the Corporation, to the effect that the Certificate of
Incorporation or Bylaws resulting from the adoption of such proposal would not
be in conflict with the laws of the State of Delaware, if such proposal relates
to a proposed change to the Corporation's Certificate of Incorporation or
Bylaws. To be timely in connection with an annual meeting of stockholders, a
stockholder's notice and other aforesaid items shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
ninety nor more than 180 days prior to the earlier of the date of the meeting or
the corresponding date on which the immediately preceding year's annual meeting
of stockholders was held. To be timely in connection with the voting on any such
proposal at a special meeting of the stockholders, a stockholder's notice and
other aforesaid items shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than forty days nor more
than sixty days prior to the date of such meeting; provided, however, that in
the event that less than fifty days' notice or prior public disclosure of the
date of the special meeting of the stockholders is given or made to the
stockholders, such stockholder's notice and other aforesaid items to be timely
must be so received not later than the close of business on the seventh day
following the day on which such notice of date of the meeting was mailed or such
public disclosure was made. Within thirty days (or such shorter period that may
exist prior to the date of the meeting) after such stockholder shall have
submitted the aforesaid items, the Secretary and the Board of Directors of the
Corporation shall respectively determine whether the items to be ruled upon by
them are reasonably satisfactory and shall notify such stockholder in writing of
their respective determinations. If such stockholder fails to submit a required
item in the form or within the time indicated, or if the Secretary or the Board
of Directors of the Corporation determines that the items to be ruled upon by
them are not reasonably satisfactory, then such proposal by such stockholder may
not be voted upon by the stockholders of the Corporation at such meeting of
stockholders. The presiding person at each meeting of stockholders shall, if the
facts warrant, determine and declare to the meeting that a proposal was not made
in accordance with the procedure prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective proposal shall
be disregarded. The requirements of this Section 11 shall be in addition to any
other requirements imposed by these Bylaws, by the Corporation's Certificate of
Incorporation or the law.
SECTION 12. NOMINATION OF DIRECTORS. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder (a
"Nominator") entitled to vote in the election of directors. Such nominations,
other than those made by the Board of Directors, shall be made in writing
pursuant to timely notice delivered to or mailed and received by the Secretary
of the Corporation as set forth in this Section 10. To be timely in connection
with an annual meeting of stockholders, a Nominator's notice, setting forth the
name and address of the person to be nominated, shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
ninety days nor more than 180 days prior to the earlier of the date of the
meeting or the corresponding date on which the immediately preceding year's
annual meeting of stockholders was held. To be timely in connection with any
election of a director at a special meeting of the stockholders, a Nominator's
notice, setting forth the name and address of the person to be nominated, shall
be delivered to or mailed and received at the principal executive offices of the
4
Corporation not later than the close of business on the tenth day following the
day on which such notice of date of the meeting was mailed or such public
disclosure was made, whichever first occurs. At such time, the Nominator shall
also submit written evidence, reasonably satisfactory to the Secretary of the
Corporation, that the Nominator is a stockholder of the Corporation and shall
identify in writing (i) the name and address of the Nominator, (ii) the number
of shares of each class of capital stock of the Corporation of which the
Nominator is the beneficial owner, (iii) the name and address of each of the
persons with whom the Nominator is acting in concert and (iv) the number of
shares of capital stock of which each such person with whom the Nominator is
acting in concert is the beneficial owner pursuant to which the nomination or
nominations are to be made. At such time, the Nominator shall also submit in
writing (i) the information with respect to each such proposed nominee that
would be required to be provided in a proxy statement prepared in accordance
with Regulation 14A under the Securities Exchange Act of 1934, as amended, and
(ii) a notarized affidavit executed by each such proposed nominee to the effect
that, if elected as a member of the Board of Directors, he will serve and that
he is eligible for election as a member of the Board of Directors. Within thirty
days (or such shorter time period that may exist prior to the date of the
meeting) after the Nominator has submitted the aforesaid items to the Secretary
of the Corporation, the Secretary of the Corporation shall determine whether the
evidence of the Nominator's status as a stockholder submitted by the Nominator
is reasonably satisfactory and shall notify the Nominator in writing of his
determination. If the Secretary of the Corporation finds that such evidence is
not reasonably satisfactory, or if the Nominator fails to submit the requisite
information in the form or within the time indicated, such nomination shall be
ineffective for the election at the meeting at which such person is proposed to
be nominated. The presiding person at each meeting of stockholders shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by these bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. The requirements of this Section 12 shall be in
addition to any other requirements imposed by these bylaws, by the Certificate
of Incorporation or by law.
ARTICLE III
BOARD OF DIRECTORS
------------------
SECTION 1. MANAGEMENT. The business and affairs of the Corporation will
be managed by or under the direction of its Board of Directors who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
SECTION 2. QUALIFICATION: ELECTION: TERM. None of the Directors need be a
stockholder of the Corporation or a resident of the State of Delaware.
5
The Directors shall be classified, with respect to the time for which they
severally hold office, into three classes (Class A, Class B and Class C), as
nearly equal in number as possible, as determined by the Board of Directors, one
class to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1998, another class to hold office initially for a
term expiring at the annual meeting of stockholders to be held in 1999 and
another class to hold office for a term expiring at the annual meeting of
stockholders to be held in 2000, with members of each class to hold office until
whichever of the following occurs first: his successor is elected and qualified,
his resignation, his removal from office by the stockholders or his death. At
each annual meeting of stockholders of the Corporation, the successors to the
class of directors whose term expires at the meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
and entitled to vote on the election of Directors at any annual or special
meeting of stockholders. Such election shall be by written ballot.
SECTION 3. NUMBER. The number of Directors of the Corporation will be at
least one and not more than nineteen. The number of Directors authorized will be
fixed as the Board of Directors may from time to time designate, or if no such
designation has been made, the number of Directors will be the same as the
number of members of the initial Board of Directors as set forth in the
Certificate of Incorporation.
SECTION 4. REMOVAL. Any Director may be removed, only for cause, at any
special meeting of stockholders by the affirmative vote of the holders of a
majority in number of all outstanding voting stock entitled to vote; provided
that notice of the intention to act upon such matter has been given in the
notice calling such meeting.
SECTION 5. VACANCIES. Newly created directorships resulting from any
increase in the authorized number of Directors and any vacancies occurring in
the Board of Directors caused by death, resignation, retirement,
disqualification or removal from office of any Directors or otherwise, may be
filled by the vote of a majority of the Directors then in office, though less
than a quorum, or a successor or successors may be chosen at a special meeting
of the stockholders called for that purpose, and each successor Director so
chosen will hold office until the next election of the class for which such
Director has been chosen or until whichever of the following occurs first: his
successor is elected and qualified, his resignation, his removal from office by
the stockholders or his death.
6
SECTION 6. PLACE OF MEETINGS. Meetings of the Board of Directors, regular
or special, may be held at such place within or without the State of Delaware as
may be fixed from time to time by the Board of Directors.
SECTION 7. ANNUAL MEETING. The first meeting of each newly elected Board
of Directors will be held without further notice immediately following the
annual meeting of stockholders and at the same place, unless by unanimous
consent, the Directors then elected and serving change such time or place.
SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as is from time to time
determined by resolution of the Board of Directors.
SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the Chief Executive Officer or the
President on oral or written notice to each Director, given either personally,
by telephone, by telegram or by mail; special meetings will be called by the
Chairman of the Board, Chief Executive Officer, President or Secretary in like
manner and on like notice on the written request of at least three Directors.
The purpose or purposes of any special meeting will be specified in the notice
relating thereto.
SECTION 10. QUORUM. At all meetings of the Board of Directors the
presence of a majority of the number of Directors fixed by these Bylaws will be
necessary and sufficient to constitute a quorum for the transaction of business,
and the affirmative vote of at least a majority of the Directors present at any
meeting at which there is a quorum will be the act of the Board of Directors,
except as may be otherwise specifically provided by law, the Certificate of
Incorporation or these Bylaws. If a quorum is not 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 is present.
SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the Corporation's Directors or officers are
directors or officers or have a financial interest, will be void or voidable
solely for this reason, solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less than a quorum, (ii) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.
7
SECTION 12. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the entire Board, designate committees, each committee to
consist of two or more Directors of the Corporation, which committees will have
such power and authority and will perform such functions as may be provided in
such resolution. Such committee or committees will have such name or names as
may be designated by the Board and will keep regular minutes of their
proceedings and report the same to the Board of Directors when required.
SECTION 13. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.
SECTION 14. COMPENSATION OF DIRECTORS. Directors will receive such
compensation for their services and reimbursement for their expenses as the
Board of Directors, by resolution, may establish; provided that nothing herein
contained will be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICE
------
SECTION 1. FORM OF NOTICE. Whenever by law, the Certificate of
Incorporation or of these Bylaws, notice is to be given to any Director or
stockholder, and no provision is made as to how such notice will be given, such
notice may be given in writing, by mail, postage prepaid, addressed to such
Director or stockholder at such address as appears on the books of the
Corporation. Any notice required or permitted to be given by mail will be deemed
to be given at the time the same is deposited in the United States mails.
SECTION 2. WAIVER. Whenever any notice is required to be given to any
stockholder or Director of the Corporation as required by law, the Certificate
of Incorporation or these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated in such notice, will be equivalent to the giving of such notice.
Attendance of a stockholder or Director at a meeting will constitute a waiver of
notice of such meeting, except where such stockholder or Director attends for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.
8
ARTICLE V
OFFICERS AND AGENTS
-------------------
SECTION 1. IN GENERAL. The officers of the Corporation will consist of a
Chief Executive Officer, President, Chief Financial Officer and Secretary and
such other officers as shall be elected by the Board of Directors or the Chief
Executive Officer. Any two or more offices may be held by the same person.
SECTION 2. ELECTION. The Board of Directors, at its first meeting after
each annual meeting of stockholders, will elect the officers, none of whom need
be a member of the Board of Directors.
SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors and Chief
Executive Officer may also elect and appoint such other officers and agents as
it or he deems necessary, who will be elected and appointed for such terms and
will exercise such powers and perform such duties as may be determined from time
to time by the Board or the Chief Executive Officer.
SECTION 4. COMPENSATION. The compensation of all officers and agents of
the Corporation will be fixed by the Board of Directors or any committee of the
Board, if so authorized by the Board.
SECTION 5. TERM OF OFFICE AND REMOVAL. Each officer of the Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent elected or appointed by the Board of Directors or the Chief Executive
Officer may be removed at any time, for or without cause, by the affirmative
vote of a majority of the entire Board of Directors or at the discretion of the
Chief Executive Officer (without regard to how the agent or officer was
elected), but such removal will not prejudice the contract rights, if any, of
the person so removed. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors or, in the case of a
vacancy in the office of officer other than Chief Executive Officer and
President, such vacancy may be filled by the Chief Executive Officer.
SECTION 6. EMPLOYMENT AND OTHER CONTRACTS. The Board of Directors may
authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the
Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the
Corporation will best be served thereby, authorize executive employment
contracts that will have terms no longer than ten years and contain such other
terms and conditions as the Board of Directors deems appropriate. Nothing herein
will limit the authority of the Board of Directors to authorize employment
contracts for shorter terms.
SECTION 7. CHAIRMAN OF THE BOARD OF DIRECTORS. If the Board of Directors
has elected a Chairman of the Board, he will preside at all meetings of the
stockholders and the Board of Directors.
9
SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer will be
the chief executive officer of the Corporation and, subject to the control of
the Board of Directors, will supervise and control all of the business and
affairs of the Corporation. The Chief Executive Officer shall have the authority
to elect any officer of the Corporation other than the Chief Executive Officer
or President. He will, in the absence of the Chairman of the Board, preside at
all meetings of the stockholders and the Board of Directors. The Chief Executive
Officer will have all powers and perform all duties incident to the office of
Chief Executive Officer and will have such other powers and perform such other
duties as the Board of Directors may from time to time prescribe. During the
absence or disability of the President, the Chief Executive Officer will
exercise the powers and perform the duties of President.
SECTION 9. PRESIDENT. The President will have responsibility for
oversight of the Corporation's operating and development activities. In the
absence or disability of the Chief Executive Officer and the Chairman of the
Board, the President will exercise the powers and perform the duties of the
Chief Executive Officer. The President will render to the Directors whenever
they may require it an account of the operating and development activities of
the Corporation and will have such other powers and perform such other duties as
the Board of Directors may from time to time prescribe or as the Chief Executive
Officer may from time to time delegate to him.
SECTION 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer will
have principal responsibility for the financial operations of the Corporation.
The Chief Financial Officer will render to the Directors whenever they may
require it an account of the operating results and financial condition of the
Corporation and will have such other powers and perform such other duties as the
Board of Directors may from time to time prescribe or as the Chief Executive
Officer may from time to time delegate to him.
SECTION 11. SECRETARY. The Secretary will attend all meetings of the
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose. The Secretary will perform like duties for the
Board of Directors and committees thereof when required. The Secretary will
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors.. The Secretary will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the Chief Executive Officer. The Secretary will have such other powers and
perform such other duties as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate to
him.
SECTION 12. BONDING. The Corporation may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers, which
bond may be in such form and amount and with such surety as the Board of
Directors may deem appropriate.
10
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
--------------------------------
SECTION 1. FORM OF CERTIFICATES. Certificates, in such form as may be
determined by the Board of Directors, representing shares to which stockholders
are entitled will be delivered to each stockholder. Such certificates will be
consecutively numbered and will be entered in the stock book of the Corporation
as they are issued. Each certificate will state on the face thereof the holder's
name, the number, class of shares, and the par value of such shares or a
statement that such shares are without par value. They will be signed by the
Chief Executive Officer or President and the Secretary or an Assistant
Secretary, and may be sealed with the seal of the Corporation or a facsimile
thereof. If any certificate is countersigned by a transfer agent, or an
assistant transfer agent or registered by a registrar, either of which is other
than the Corporation or an employee of the Corporation, the signatures of the
Corporation's officers may be facsimiles. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on such
certificate or certificates, ceases to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.
SECTION 2. LOST CERTIFICATES. The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it may require
and/or to give the Corporation a bond, in such form, in such sum, and with such
surety or sureties 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 or destroyed. When a certificate has been lost, apparently destroyed
or wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.
SECTION 3. TRANSFER OF SHARES. Shares of stock will be transferable only
on the books of the Corporation by the holder thereof in person or by such
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it will be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
11
SECTION 4. REGISTERED STOCKHOLDERS. The Corporation will be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, will 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 has express or other notice thereof, except as otherwise
provided by law.
ARTICLE VII
GENERAL PROVISIONS
------------------
SECTION 1. DIVIDENDS. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be declared and paid in cash, in property, or in shares
of the Corporation, subject to the provisions of the General Corporation Law of
the State of Delaware and the Certificate of Incorporation. The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to receive payment of any dividend, such record date will
not precede the date upon which the resolution fixing the record date is
adopted, and such record date will not be more than sixty days prior to the
payment date of such dividend. In the absence of any action by the Board of
Directors, the close of business on the date upon which the Board of Directors
adopts the resolution declaring such dividend will be the record date.
SECTION 2. RESERVES. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Directors from time to time, in their discretion, deem proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved will not be available for the payment of dividends or other
distributions by the Corporation.
SECTION 3. TELEPHONE AND SIMILAR MEETINGS. Stockholders, directors and
committee members may participate in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Participation in such a meeting will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.
SECTION 4. BOOKS AND RECORDS. The Corporation will keep correct and
complete books and records of account and minutes of the proceedings of its
stockholders and Board of Directors, and will keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
12
SECTION 5. FISCAL YEAR. The fiscal year of the Corporation will be fixed
by resolution of the Board of Directors.
SECTION 6. Seal. The Corporation may have a seal, and the seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Any officer of the Corporation will have authority to
affix the seal to any document requiring it.
SECTION 7. ADVANCES OF EXPENSES. The Corporation will advance to its
directors and officers expenses incurred by them in connection with any
"Proceeding," which term includes any threatened, pending or completed action,
suit or proceeding, whether brought by or in the right of the Corporation or
otherwise and whether of a civil, criminal, administrative or investigative
nature (including all appeals therefrom), in which a director or officer may be
or may have been involved as a party or otherwise, by reason of the fact that he
is or was a director or officer of the Corporation, by reason of any action
taken by him or of any inaction on his part while acting as such, or by reason
of the fact that he is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
("Official," which term also includes directors and officers of the Corporation
in their capacities as directors and officers of the Corporation), whether or
not he is serving in such capacity at the time any liability or expense is
incurred; provided that the Official undertakes to repay all amounts advanced
unless:
(i) in the case of all Proceedings other than a Proceeding by or
in the right of the Corporation, the Official establishes to the
satisfaction of the disinterested members of the Board of Directors that
he acted in good faith or in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to
any criminal proceeding, that he did not have reasonable cause to believe
his conduct was unlawful; provided that the termination of any such
Proceeding by judgment, order of court, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not by itself create a
presumption as to whether the Official acted in good faith or in a manner
he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal proceeding, as to
whether he had reasonable cause to believe his conduct was unlawful; or
(ii) in the case of a Proceeding by or in the right of the
Corporation, the Official establishes to the satisfaction of the
disinterested members of the Board of Directors that he acted in good
faith or in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation; provided that if in such a
Proceeding the Official is adjudged to be liable to the Corporation, all
amounts advanced to the Official for expenses must be repaid except to
the extent that the court in which such adjudication was made shall
determine upon application that despite such adjudication, in view of all
the circumstances, the Official is fairly and reasonably entitled to
indemnity for such expenses as the court may deem proper.
13
SECTION 8. INDEMNIFICATION. The Corporation will indemnify its directors
and officers to the fullest extent permitted by the General Corporation Law of
the State of Delaware and may, if and to the extent authorized by the Board of
Directors, so indemnify such other persons whom it has the power to indemnify
against any liability, reasonable expense or other matter whatsoever.
SECTION 9. INSURANCE. The Corporation may at the discretion of the Board
of Directors purchase and maintain insurance on behalf of the Corporation and
any person whom it has the power to indemnify pursuant to law, the Certificate
of Incorporation, these Bylaws or otherwise.
SECTION 10. RESIGNATION. Any director, officer or agent may resign by
giving written notice to the President or the Secretary. Such resignation will
take effect at the time specified therein or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.
SECTION 11. AMENDMENT OF BYLAWS. Other than as set forth herein, these
Bylaws may be altered, amended, or repealed at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the Directors present at such meeting.
SECTION 12. INVALID PROVISIONS. If any part of these Bylaws is held
invalid or inoperative for any reason, the remaining parts, so far as possible
and reasonable, will be valid and operative.
SECTION 13. RELATION TO THE CERTIFICATE OF INCORPORATION. These Bylaws
are subject to, and governed by, the Certificate of Incorporation of the
Corporation as amended from time to time.
14
APPENDIX A
RESOLUTIONS ADOPTED BY
BOARD OF DIRECTORS OF
PENTEGRA DENTAL GROUP, INC.
AT SPECIAL CALLED MEETING
ON JUNE 7, 2000
AMENDMENT OF BYLAWS
REMOVAL OF MAJORITY DENTIST REQUIREMENT
WHEREAS, the current Bylaws require that a majority of the members of the
Board of Directors be dentists affiliated with dental practices of the Company;
and
WHEREAS, the Directors have reviewed and discussed the new requirements
of the American Stock Exchange and more importantly the recent changes
promulgated by AMEX and the Securities and Exchange Commission related to the
requirement that a certain number of the Directors of the Company have certain
qualifications and independence; and,
WHEREAS, the Company's management and Board believe that the requirement
of a majority of dentists on the Board no longer suites the needs of the
Company;
IT IS THEREFORE,
RESOLVED, in accordance with Article 7, Section 11 (Amendment of Bylaws),
that Article Three, Section 2 (Directors Qualification, Election and Term) of
the Corporation's Bylaws shall be amended and restated so that it reads in its
entirety as follows:
"SECTION 2. QUALIFICATION; ELECTION; TERM. None of the Directors need be a
stockholder of the Corporation or a resident of the State of Delaware. The
Directors shall be classified, with respect to the time for which they severally
hold office, into three classes (Class A, Class B and Class C), as nearly equal
in number as possible, as determined by the Board of Directors, one class to
hold office initially for a term expiring at the Annual Meeting of stockholders
to be held in 1998, another class to hold office initially for a term expiring
at the Annual Meeting of stockholders to be held in 1999 and another class to
hold office for a term expiring at the Annual Meeting of stockholders to be held
in 2000, with members of each Class to hold office until whichever of the
following occurs first: his successor is elected and qualified, his resignation,
his removal from office by the stockholders or his death. At each Annual Meeting
of stockholders of the Corporation, the successors to the Class of Directors
whose term expires at the meeting shall be elected to hold office for a term
expiring at the Annual Meeting of stockholders held in the third year following
the year of their election. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy and entitled to
vote on the election of Directors at any annual or special meeting of
stockholders. Such election shall be by written ballot."
ILINC COMMUNICATIONS, INC.
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
The undersigned, constituting all the Directors of iLinc Communications,
Inc., a Delaware corporation (the "Company"), hereby consent in writing pursuant
to the Company's By-laws and the provisions of the Delaware General Corporation
Law, to the taking of the following actions and to the adoption of the following
resolutions without a meeting or notice thereof:
WHEREAS, the Corporation's stock is currently listed on the American
Stock Exchange ("AMEX"); and
WHEREAS, the Directors have reviewed and discussed the new requirement of
AMEX and the Securities and Exchange Commission that, to be eligible for the
Direct Registration System, the Corporation's Bylaws must permit the issuance of
stock in book-entry form; and
WHEREAS, the Corporation's current Bylaws do not contemplate the issuance
of stock in book-entry form;
IT IS THEREFORE,
RESOLVED, in accordance with Article VII, Section 11 (Amendment of
Bylaws), that Article VI, Section 1 of the Corporation's Bylaws shall be amended
and restated so that it reads in its entirety as follows:
"SECTION 1. FORM OF CERTIFICATES. The shares of stock of the Corporation shall
be represented by certificates, or shall be uncertificated shares that may be
evidenced by a book-entry system maintained by the registrar of such stock, or a
combination of both. To the extent shares are represented by a certificate, each
certificate shall state on the face thereof the holder's name, the number, class
of shares, and the par value of such shares or a statement that such shares are
without par value. The certificates will be signed by the Chief Executive
Officer or President and the Secretary or an Assistant Secretary, and may be
sealed with the seal of the Corporation or a facsimile thereof. If any
certificate is countersigned by a transfer agent, or an assistant transfer agent
or registered by a registrar, either of which is other than the Corporation or
an employee of the Corporation, the signatures of the Corporation's officers may
be facsimiles. If any officer or officers who have signed, or whose facsimile
signature or signatures have been used on such certificate or certificates
ceases to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation or its agents, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation."
EXECUTED to be effective as of December 5, 2007.
/S/ JAMES M. POWERS, JR.
- ----------------------------------
James M. Powers, Jr.
/S/ KENT PETZOLD
- ----------------------------------
Kent Petzold
/s/ James H. Collins
- ----------------------------------
James H. Collins
/S/ DANIEL T. ROBINSON, JR.
- ----------------------------------
Daniel T. Robinson, Jr.
/S/ MICHAEL T. FLYNN
- ----------------------------------
Michal T. Flynn