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EXHIBIT 3.4
BYLAWS OF
CORTECH, INC.
ARTICLE 1
OFFICES
SECTION 1.1 REGISTERED OFFICE. The registered office of the
Corporation shall be in Wilmington, Delaware.
SECTION 1.2 CORPORATE OFFICE. The Corporation may have its
office or offices at such place or places as the board of directors, in its
discretion, may from time to time determine.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 2.1 TIME AND PLACE. Any meeting of the stockholders may
be held at such time and such place, either within or without the State of
Delaware, as shall be designated from time to time by resolution of the board
of directors or as shall be stated in a duly authorized notice of the meeting.
SECTION 2.2 ANNUAL MEETING. The annual meeting of the
stockholders shall be held on the date and at the time fixed, from time to
time, by the board of directors; provided, however, that the first annual
meeting shall be held within thirteen months after the organization of the
Corporation, and each succeeding annual meeting shall be held within thirteen
months after the last preceding annual meeting. The annual meeting shall be
for the purpose of electing a board of directors and transacting such other
business as may properly be brought before the meeting.
SECTION 2.3 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 president
or the board of directors and shall be called by the president or secretary at
the written request of stockholders owning a majority in amount of the 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 2.4 NOTICES. Written notice stating the place, date and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is
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called, shall be given not less than ten nor more than sixty days before the
date of the meeting, except as otherwise required by statute or the certificate
of incorporation, either personally or by mail, prepaid telefax, telegram,
telex, cablegram, or radiogram, to each stockholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the official government mail of the United States or any other
country, postage prepaid, addressed to the stockholder at his address as it
appears on the stock records of the Corporation. If given personally or
otherwise than by mail, such notice shall be deemed to be given when either
handed to the stockholder or delivered to the stockholder's address as it
appears on the stock records of the Corporation.
SECTION 2.5 RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting, or
at any adjournment of a meeting, of stockholders; 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 record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors. The record date for determining the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof shall not be more than sixty nor less than ten days before
the date of such meeting. The record date for determining the stockholders
entitled to consent to corporate action in writing without a meeting shall not
be more than ten days after the date upon which the resolution fixing the
record date is adopted by the board of directors. The record date for any
other action shall not be more than sixty days prior to such action. If no
record date is fixed, (i) the record date for determining stockholders entitled
to notice of or to vote at any meeting shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived by
all stockholders, at the close of business on the day next preceding the day on
which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is required, shall be the first
date on which a signed written consent setting forth the action taken or to be
taken is delivered to the Corporation and, when prior action by the board of
directors is required, shall be at the close of business on the day on which
the board of directors adopts the resolution taking such prior action; and
(iii) the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the board of directors adopts
the resolution relating to such other purpose. 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 2.6 VOTING LIST. The secretary 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 and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held (which place shall be specified in the
notice of the meeting) or, if
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not so specified, at the place where the meeting is to be held. The list shall
be produced and kept at the place of the meeting during the whole time thereof
and may be inspected by any stockholder who is present.
SECTION 2.7 QUORUM. The holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, 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 a quorum
shall not be present at any meeting of stockholders, the stockholders entitled
to vote, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice if the time and place are
announced 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 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 2.8 VOTING AND PROXIES. At every meeting of the
stockholders, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date
unless the proxy provides for a longer period. 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 relevant statutes or of the certificate of incorporation, a
different vote is required, in which case such express provision shall govern.
SECTION 2.9 WAIVER. Attendance of a stockholder of the
Corporation, either in person or by proxy, at any meeting, whether annual or
special, shall constitute a waiver of notice of such meeting, except where a
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. A written waiver of notice of any
such meeting signed by a stockholder or stockholders entitled to such notice,
whether before, at or after the time for notice or the time of the meeting,
shall be equivalent to notice. Neither the business to be transacted at, nor
the purpose of, any meeting need be specified in any written waiver of notice.
ARTICLE 3
DIRECTORS
SECTION 3.1 NUMBER. The number of directors shall be one or
more, as fixed from time to time by resolution of the board of directors;
provided, however, that the number of directors shall not be reduced so as to
shorten the tenure of any director at the time in office. The initial number
of directors shall be one.
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SECTION 3.2 ELECTIONS. Except as provided in Section 3.3 of
this Article 3, the board of directors shall be elected at the annual meeting
of the stockholders or at a special meeting called for that purpose. Each
director shall hold such office until his successor is elected and qualified or
until his earlier resignation or removal.
SECTION 3.3 VACANCIES. Any vacancy occurring on the board of
directors and any directorship to be filled by reason of an increase in the
board of directors may be filled by the affirmative vote of a majority of the
remaining directors, although less than a quorum, or by a sole remaining
director. Such newly elected director shall hold such office until his
successor is elected and qualified or until his earlier resignation or removal.
SECTION 3.4 MEETINGS. The first meeting of each newly elected
board of directors elected at the annual meeting of stockholders shall be held
immediately after, and at the same place as, the annual meeting of the
stockholders, provided a quorum is present, and no notice of such meeting shall
be necessary in order to legally constitute the meeting. The board of
directors may, by resolution, establish a place and time for regular meetings
which may thereafter be held without call or notice.
SECTION 3.5 NOTICE OF SPECIAL MEETINGS. Special meetings may be
called by the president or any two members of the board of directors. Notice
of special meetings shall be given to each member of the board of directors:
(i) by mail by the secretary, the president or the members of the board calling
the meeting by depositing the same in the official government mail of the
United States or any other country, postage prepaid, at least seven days before
the meeting, addressed to the director at the last address he has furnished to
the Corporation for this purpose, and any notice so mailed shall be deemed to
have been given at the time when mailed; or (ii) in person, by telephone or by
prepaid telefax, telegram, telex, cablegram or radiogram addressed as stated
above at least forty-eight hours before the meeting, and such notice shall be
deemed to have been given when such personal or telephone conversation occurs
or at the time when such telefax, telegram, telex, cablegram or radiogram is
delivered to such address.
SECTION 3.6 QUORUM. At all meetings of the board, a majority of
the total number of 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 a quorum is present shall be the act of the board of directors, except as
otherwise specifically required by statute, the certificate of incorporation or
these bylaws. If less than a quorum is present, the director or directors
present may adjourn the meeting from time to time without further notice.
Voting by proxy is not permitted at meetings of the board of directors.
SECTION 3.7 WAIVER. Attendance of a director at a meeting of
the board of directors shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. A written waiver of notice signed
by a director or directors entitled to such notice, whether before, at or after
the time for notice or the time of the meeting, shall be equivalent to the
giving of such notice.
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SECTION 3.8 ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the board of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the directors and filed with the minutes of
proceedings of the board of directors. Any such consent may be in counterparts
and shall be effective on the date of the last signature thereon unless
otherwise provided therein.
SECTION 3.9 ATTENDANCE BY TELEPHONE. Members of the board of
directors may participate in a meeting of such board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
ARTICLE 4
OFFICERS
SECTION 4.1 ELECTION. The Corporation shall have such officers,
with such titles and duties, as the board of directors may determine by
resolution, which may include a chairman of the board, president, one or more
vice presidents, a secretary, a treasurer and one or more assistants to such
officers. The officers shall in any event have such titles and duties as shall
enable the Corporation to sign instruments and stock certificates complying
with Sections 103(a)(2) and 158 of the Delaware General Corporation Law, and
one of the officers shall have the duty to record the proceedings of the
stockholders and the directors in a book to be kept for that purpose. The
officers shall be elected by the board of directors; provided, however, that
the president may appoint one or more assistant secretaries and assistant
treasurers and such other subordinate officers as he deems necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as are prescribed in the bylaws or as may be determined from time
to time by the board of directors or the president. Any two or more offices
may be held by the same person, except the offices of president and secretary.
SECTION 4.2 REMOVAL AND RESIGNATION. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any officer
appointed by the president may be removed at any time by the board of directors
or the president. Any officer may resign at any time by giving written notice
of his resignation to the president or to the secretary, and acceptance of such
resignation shall not be necessary to make it effective unless the notice so
provides. Any vacancy occurring in any office of chairman of the board,
president, vice president, secretary or treasurer shall be filled by the board
of directors. Any vacancy occurring in any other office may be filled by the
president.
SECTION 4.3 CHAIRMAN OF THE BOARD. The chairman of the board
shall preside at all meetings of the stockholders and of the board of
directors. He shall have such additional
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authority, powers and duties as are appropriate and customary for the office of
chairman as the board of directors may from time to time prescribe.
SECTION 4.4 PRESIDENT. The president shall be chief executive
officer of the Corporation. Subject to the direction and control of the board
of directors, he shall have responsibility for the general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. He may
negotiate for, approve and execute such contracts, deeds and other instruments
on behalf of the Corporation as are necessary and appropriate in the general
management of the business of the Corporation or as are approved by the board
of directors or any committee designated by the board of directors. He shall
perform such additional functions and duties as the board of directors may from
time to time prescribe.
SECTION 4.5 VICE PRESIDENT. The vice president or, if there is
more than one, the vice presidents in the order determined by the board of
directors or, in lieu of such determination, in the order determined by the
president, shall be the officer or officers next in seniority after the
president. Each vice president shall also perform such duties and exercise
such powers as are appropriate and such as are prescribed by the board of
directors or, in lieu of or in addition to such prescription, such as are
prescribed by the president from time to time. Upon the death, absence or
disability of the president, the vice president or, if there is more than one,
the vice presidents in the order determined by the board of directors or, in
lieu of such determination, in the order determined by the president, shall
perform the duties and exercise the powers of the president.
SECTION 4.6 ASSISTANT VICE PRESIDENT. The assistant vice
president, if any, or, if there is more than one, the assistant vice presidents
shall, under the supervision of the president or a vice president, perform such
duties and have such powers as are prescribed by the board of directors, the
president or a vice president from time to time.
SECTION 4.7 SECRETARY. The secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, keep the minutes of such meetings, have charge of the
corporate seal and stock records, be responsible for the maintenance of all
corporate files and records and the preparation and filing of reports to
governmental agencies (other than tax returns), have authority to affix the
corporate seal to any instrument requiring it (and, when so affixed, attest it
by his signature), and perform such other duties and have such other powers as
are appropriate and such as are prescribed by the board of directors or the
president from time to time.
SECTION 4.8 ASSISTANT SECRETARY. The assistant secretary, if
any, or, if there is more than one, the assistant secretaries in the order
determined by the board of directors or, in lieu of such determination, by the
president or the secretary shall, in the absence or disability of the secretary
or in case such duties are specifically delegated to him by the board of
directors, the president, or the secretary, perform the duties and exercise the
powers of the secretary and shall, under the supervision of the secretary,
perform such other duties and have such other powers as are prescribed by the
board of directors, the president, or the secretary from time to time.
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SECTION 4.9 TREASURER. The treasurer shall have control of the
funds and the care and custody of all the stocks, bonds and other securities of
the Corporation and shall be responsible for the preparation and filing of tax
returns. He shall receive all moneys paid to the Corporation and shall have
authority to give receipts and vouchers, to sign and endorse checks and
warrants in its name and on its behalf, and give full discharge for the same.
He shall also have charge of the disbursement of the funds of the Corporation
and shall keep full and accurate records of the receipts and disbursements. He
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the
board of directors and shall perform such other duties and have such other
powers as are appropriate and such as are prescribed by the board of directors
or the president from time to time.
SECTION 4.10 ASSISTANT TREASURER. The assistant treasurer, if
any, or, if there is more than one, the assistant treasurers in the order
determined by the board of directors or, in lieu of such determination, by the
president or the treasurer shall, in the absence or disability of the treasurer
or in case such duties are specifically delegated to him by the board of
directors, the president or the treasurer, perform the duties and exercise the
powers of the treasurer and shall, under the supervision of the treasurer,
perform such other duties and have such other powers as are prescribed by the
board of directors, the president or the treasurer from time to time.
SECTION 4.11 COMPENSATION. Officers shall receive such
compensation, if any, for their services as may be authorized or ratified by
the board of directors. Election or appointment as an officer shall not of
itself create a right to compensation for services performed as such officer.
ARTICLE 5
COMMITTEES
SECTION 5.1 DESIGNATION OF COMMITTEES. The board of directors
may establish committees for the performance of delegated or designated
functions to the extent permitted by law, each committee to consist of one or
more directors of the Corporation. 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 they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of such absent or disqualified member.
SECTION 5.2 COMMITTEE POWERS AND AUTHORITY. The board of
directors may provide, by resolution or by amendment to these bylaws, that a
committee may exercise all the power and authority 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 a committee may not exercise the power or
authority of the board of directors in reference to amending the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or
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resolutions providing for the issuance of shares of stock adopted by the board
of directors, pursuant to Section 4 of Article V of the certificate of
incorporation, fix the designations and any of the preferences or rights of
shares of preferred stock relating to dividends, redemption, dissolution, any
distribution of property or assets of the Corporation, or the conversion into,
or the exchange of shares for, shares of any other class or classes or any
other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease, or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these bylaws; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.
SECTION 5.3 COMMITTEE PROCEDURES. To the extent the board of
directors or the committee does not establish other procedures for the
committee, each committee shall be governed by the procedures established in
Section 3.4 (except as they relate to an annual meeting of the board of
directors) and Sections 3.5, 3.6, 3.7, 3.8 and 3.9 of these bylaws, as if the
committee were the board of directors.
ARTICLE 6
INDEMNIFICATION
SECTION 6.1 EXPENSES FOR ACTIONS OTHER THAN 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, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director or officer of the
Corporation, or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, association or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with which action, suit or proceeding, if he acted in good faith and
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 action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
SECTION 6.2 EXPENSES FOR 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
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party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director or officer of the Corporation, or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, association or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he 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 adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought 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 which the Court of Chancery of the State of Delaware or such other
court shall deem proper.
SECTION 6.3 SUCCESSFUL DEFENSE. To the extent that any person
referred to in the preceding two sections of this Article 6 has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in such sections, or in defense of any claim issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
SECTION 6.4 DETERMINATION TO INDEMNIFY. Any indemnification
under the first two sections of this Article 6 (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 or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth
therein. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.
SECTION 6.5 EXPENSE ADVANCES. Expenses incurred by an officer
or director in defending any civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article 6.
SECTION 6.6 PROVISIONS NONEXCLUSIVE. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of this Article 6 shall not be deemed exclusive of any other rights to which
any person seeking indemnification or advancement of expenses may be entitled
under the certificate of incorporation or under any other bylaw, agreement,
insurance policy, vote of stockholders or disinterested directors, statute or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
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SECTION 6.7 INSURANCE. By action of the board of directors,
notwithstanding any interest of the directors in the action, the Corporation
shall have power to purchase and maintain insurance, in such amounts as the
board of directors deems appropriate, on behalf of any person who is or was a
director or officer 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, association or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not he is
indemnified against such liability or expense under the provisions of this
Article 6 and whether or not the Corporation would have the power or would be
required to indemnify him against such liability under the provisions of this
Article 6 or of the Delaware General Corporation Law or by any other applicable
law.
SECTION 6.8 SURVIVING CORPORATION. The board of directors may
provide by resolution that references to "the Corporation" in this Article 6
shall include, in addition to this Corporation, all constituent corporations
absorbed in a merger with this Corporation so that any person who was a
director or officer of such a constituent corporation or is or was serving at
the request of such constituent corporation as a director, employee or agent of
another corporation, partnership, joint venture, trust, association or other
entity shall stand in the same position under the provisions of this Article 6
with respect to this Corporation as he would if he had served this Corporation
in the same capacity or is or was so serving such other entity at the request
of this Corporation, as the case may be.
SECTION 6.9 INUREMENT. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article 6 shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors, and administrators of such person.
SECTION 6.10 EMPLOYEES AND AGENTS. To the same extent as it may
do for a director or officer, the Corporation may indemnify and advance
expenses to a person who is not and was not a director or officer of the
Corporation but who is or was an employee or agent of the Corporation or who is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
association or other enterprise.
ARTICLE 7
STOCK
SECTION 7.1 CERTIFICATES. Every holder of stock in the
Corporation represented by certificates and, upon request, every holder of
uncertificated shares shall be entitled to have a certificate, 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 secretary or an assistant secretary,
or the treasurer or an assistant treasurer of the Corporation, certifying the
number of shares owned by him in the Corporation.
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SECTION 7.2 FACSIMILE SIGNATURES. Where a certificate of stock
is countersigned (i) by a transfer agent other than the Corporation or its
employee or (ii) 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 or
signatures have been placed upon, any such certificate shall cease to be such
officer, transfer agent or registrar, whether because of death, resignation or
otherwise, before such certificate is issued, the certificate may nevertheless
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
SECTION 7.3 TRANSFER OF STOCK. Transfers of shares of stock of
the Corporation shall be made on the books of the Corporation only upon
presentation of the certificate or certificates representing such shares
properly endorsed or accompanied by a proper instrument of assignment, except
as may otherwise be expressly provided by the laws of the State of Delaware or
by order by a court of competent jurisdiction. The officers or transfer agents
of the Corporation may, in their discretion, require a signature guaranty
before making any transfer.
SECTION 7.4 LOST CERTIFICATES. The board of directors may
direct that a new certificate of stock be issued in place of any certificate
issued by the Corporation that is alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen, or destroyed. When authorizing such issue
of a new certificate, the board of directors may, in its discretion and as a
condition precedent to the issuance of a new certificate, require the owner of
such lost, stolen, or destroyed certificate, or his legal representative, to
give the Corporation a bond in such sum as it may reasonably direct as
indemnity against any claim that may be made against the Corporation on account
of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 7.5 REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to treat the person in whose name any shares of stock are registered
on its books as the owner of such shares for all purposes and shall not be
bound to recognize any equitable or other claim or interest in such shares on
the part of any other person, whether or not the Corporation shall have notice
of such claim or interest, except as expressly provided by the laws of
Delaware.
ARTICLE 8
SEAL
The board of directors may adopt and provide a seal which shall be
circular in form and shall bear the name of the Corporation and the words
"SEAL" and "DELAWARE," and which, when adopted, shall constitute the corporate
seal of the Corporation. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or manually reproduced.
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ARTICLE 9
FISCAL YEAR
The board of directors, by resolution, may adopt a fiscal year for the
Corporation.
ARTICLE 10
AMENDMENT
These bylaws may at any time and from time to time be amended, altered
or repealed by the board of directors, but the stockholders may make additional
bylaws and may alter and repeal any bylaws whether adopted by them or
otherwise.
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