Exhibit 3.2
BY-LAWS
OF
IBAH, INC.
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ARTICLE I
Offices
Section 1.1. Registered Office. The registered office of IBAH, Inc. (the
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"Corporation") shall be in the City of Wilmington, County of New Castle,
Delaware until otherwise established by a vote of a majority of the board of
directors in office, and a statement of such change is filed in the manner
provided by statute.
Section 1.2. Other Offices. The Corporation may also have offices at such
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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
Meetings of Stockholders.
Section 2.1. Place. All meetings of the stockholders of the Corporation
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shall be held at such place either within or without the State of Delaware as
shall be designated by the Board of Directors and stated in the notice of such
meeting. If no place is so designated in the notice, the meeting shall be held
at the Corporation's then registered office.
Section 2.2. Annual Meeting. An annual meeting of stockholders shall be
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held for the election of directors at such date, time and place as may be
designated by resolution of the Board of Directors from time to time. Any other
proper business may be transacted at the meeting, irrespective of whether the
notice of such meeting contains a reference thereto, except as otherwise
provided in these By-laws, or by statute.
Section 2.3. Special Meetings. Special meetings of the stockholders, for
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any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by the Chairman of the
Board, the President or shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of stockholders holding a majority of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 2.4. Notice of Meetings. Whenever stockholders are required or
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permitted to take
any action at a meeting, a written notice of the meeting stating the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose of
purposes for which the meeting was called, shall be given to each stockholder of
record entitled to vote at such meeting not less than ten nor more than sixty
days before the date of the meeting. If mailed, such notice shall be deemed to
be given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.
Section 2.5. List of Stockholders. The Secretary shall prepare and make,
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at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. 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 not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 2.6. Quorum. At each meeting of stockholders the presence in
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person or by proxy of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all outstanding shares of stock
entitled to vote at the meeting, shall be necessary and sufficient to constitute
a quorum for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these By-laws. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At any such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting as
originally notified. If the adjournment is for more than thirty days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
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right of the Corporation to vote stock, including, but not limited, to its own
stock, held by it in a fiduciary capacity.
Section 2.7. Organization. Meetings of stockholders shall be presided over
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by the Chairman of the Board, if any, or in his or her absence, by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors. The Secretary 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 2.8. Voting: Proxies. Except as otherwise provided by the
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Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or
another duly executed proxy bearing a later date with the Secretary of the
Corporation. Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors of election unless so determined by the
holders of shares of stock having a majority of the votes which could be cast by
the holders of all outstanding shares of stock entitled to vote thereon which
are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the Certificate of Incorporation or these By-laws, be
decided by the vote of the holders of shares of stock having a majority of the
votes which could be cast by the holders of all shares of stock entitled to vote
thereon which are present in person or represented by proxy at the meeting.
Section 2.9. Action without Meeting. Unless otherwise restricted by the
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Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of 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 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. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
Section 2.10. Fixing Date for Determination of Stockholders of Record. In
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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 to receive
payment of any dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (1) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) 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 thereto. 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
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date for the adjourned meeting.
ARTICLE III
Board of Directors
Section 3.1. Number; Qualifications. The Board of Directors shall consist
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of not less than five nor more than eleven members, as shall be determined from
time to time by resolution of the Board of Directors, subject to the power of
the stockholders to change such action. At least three of the directors shall
be "Independent Directors". For purposes of these By-laws "Independent
Director" shall mean a person, other than an officer or employee of the
Corporation or its subsidiaries or any other individual who has a relationship
with the Corporation which, in the opinion of the Board of Directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. The directors need not be stockholders.
Section 3.2. Election and Terms of Directors; Board Action. The
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directors, other than those who may be elected pursuant to the Certificate of
Incorporation by the holders of any series of preferred stock voting separately
as a single class, shall be divided, with respect to the time for which they
severally hold office, into three classes with the initial term of office of the
first class to expire at the 1997 annual meeting of stockholders, the initial
term of office of the second class to expire at the 1998 annual meeting of
stockholders and the initial term of office of the third class to expire at the
1999 annual meeting of stockholders, with each such director to hold office
until his or her successor shall have been duly elected and qualified. At each
annual meeting of stockholders, commencing with the 1997 annual meeting of
stockholders, (i) directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election and until his or her
successor shall have been duly elected and qualified, and (ii) if authorized by
a resolution of the Board of Directors and except as otherwise provided in the
Certificate of Incorporation with respect to the rights of the holders of any
series of preferred stock to elect directors, directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy shall have
been created. Any director who may be elected pursuant to the Certificate of
Incorporation by the holders of any series of preferred stock voting separately
as a single class, shall, at each annual meeting of stockholders, be elected for
a term of office to expire at the next annual meeting of stockholders and until
his or her successor shall have been duly elected and qualified or until such
director resigns or is removed from office by the holders of such series of
preferred stock; provided, however, that the term of office of any such director
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shall expire at the next annual meeting that follows the date as of which any
such preferred stock shall no longer be outstanding.
Section 3.3. Newly Created Directorships and Vacancies; Resignation;
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Removal. Subject to applicable law and to the rights of the holders of any
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series of preferred stock to elect directors as provided in the Certificate of
Incorporation, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies on the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified. If there are no directors
in office, subject to the rights of the holders of any series of preferred stock
to elect directors as provided in the Certificate of Incorporation, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any newly created directorship or any vacancy, the directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding
at least ten percent of the total number of shares at the time outstanding
having the right to vote for such directors, summarily order an election to fill
any such newly created directorships or vacancies, or to replace the directors
chosen by the directors then in office. No decrease in the number of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director. If a director elected by the holders of any series of
preferred stock entitled to vote separately as a single class is removed by such
holders, and if the holders of such series of preferred stock for any reason
fail to elect anyone to fill any such directorship, such position shall remain
vacant until such time as the holders of such series of preferred stock elect a
director to fill such position and shall not be filled by resolution or vote of
the Corporation's Board of Directors or the Corporation's other stockholders.
Any director may resign at any time upon written notice to the Corporation. Any
director classified pursuant to Section 3.2, or all such directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 75 percent of the voting power of all of the
then outstanding shares entitled to vote generally in the election of directors,
voting together as a single class. Any director who may be elected pursuant to
the Certificate of Incorporation by the holders of any series of preferred stock
voting separately as a single class may be removed from office at any time, with
or without cause, by the affirmative vote of the holders of a majority of the
shares of such series of preferred stock voting separately as a single class.
Section 3.4. Powers. The business of the Corporation shall be managed by
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or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.
Section 3.5. Meetings. The Board of Directors of the Corporation may hold
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meetings, both regular and special, either within or without the State of
Delaware.
Section 3.6. First Meeting. The first meeting of each newly elected Board
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of Directors shall be held immediately following the annual meeting of
stockholders at which such directors are elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting.
Section 3.7. Regular Meetings. Regular meetings of the Board of Directors
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may be held without notice at such time and at such place within or without the
State of Delaware as shall from time to time be determined by the Board.
Section 3.8. Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman of the Board or President on two business days'
notice to each director, either personally or by mail, by telegram, facsimile or
telephone; special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of two directors.
Section 3.9. Quorum. At all meetings of the Board of Directors a majority
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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 there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 3.10. Conference Telephone. Members of the Board of Directors (or
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any committee designated by the Board) may participate in a meeting of the Board
or committee thereof by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 3.10 shall constitute presence in person at
such meeting.
Section 3.11. Organization. Meetings of the Board of Directors shall be
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presided over by the Chairman of the Board, if any, or in his or her absence by
the Vice Chairman of the Board, if any, or in his or her absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary 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 3.12. Unanimous Consent. Unless otherwise restricted by the
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Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 3.13. Committees. The Board of Directors may, by resolution passed
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by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution
designating such committee, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.
Section 3.14. Minutes. Each committee shall keep regular minutes of its
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meetings and report the same to the Board of Directors when requested.
Section 3.15. Fees and Expenses. The directors may be paid their expenses,
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if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors and a
stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed additional
compensation for attending committee meetings.
ARTICLE IV
Notices
Section 4.1. Methods of Notice. Whenever, under the provisions of the laws
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of the State of Delaware or of the Certificate of Incorporation or of these By-
laws, notice is required to be given to any director or stockholder, notice may
be given by mail, addressed to such director or stockholder, at his or her
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given by telegram, facsimile or telephone.
Section 4.2. Waiver. Whenever any notice is required to be given under the
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provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person, either in person or by proxy, at
any meeting, shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
ARTICLE V
Officers
Section 5.1. Election: Titles: Term of Office. The Board of Directors
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shall elect a President, a Vice-President, a Secretary and a Treasurer who shall
have such powers and duties as set forth herein and as from time to time be
determined by the Board of Directors. The Board of Directors may, if it so
determines, choose a Chairman of the Board and a Vice Chairman of the Board from
among its members. The Board of Directors may also elect or appoint additional
vice-presidents, one or more assistant secretaries and assistant treasurers, and
such other officers, agents, trustees and fiduciaries as it shall deem
necessary. Each such officer shall hold office until the first meeting of the
Board of Directors after the annual meeting of stockholders next succeeding such
officer's election, and until such officer's successor is elected and qualified.
Any number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-laws otherwise provide.
Section 5.2. Resignation; Removal. Any officer may resign at any time upon
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written notice to the Corporation. The Board of Directors may remove any
officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board of Directors at any regular or special meeting of the Board.
Section 5.3. Salaries. The salaries and other compensation of all officers
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of the Corporation shall be fixed by the Board of Directors.
Section 5.4 Chairman of the Board. The Chairman of the Board shall preside
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at all meetings of the Board of Directors and stockholders and shall have such
other powers and perform such other duties as may be specified from time to time
by the Board.
Section 5.5. President. Subject to the control of the Board of Directors,
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the President shall be the chief executive officer of the Corporation and in
addition shall perform such duties as from time to time may be assigned to him
or her by the Board. The President may execute on behalf of the Corporation all
contracts, deeds, bonds, mortgages, notes or other documents whether or not
requiring the seal of the Corporation. The President 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.
Section 5.6. Vice-Presidents. In the absence of the President or in the
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event of his or her inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice-Presidents shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.
Section 5.7. Secretary. The Secretary shall attend all meetings of the
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Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision the Secretary shall
be. The Secretary shall have custody of the corporate seal of the Corporation
and shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by his or her signature. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature.
Section 5.8. Assistant Secretary. The Assistant Secretary, or if there be
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more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
Section 5.9. Treasurer. The Treasurer shall have the custody of the
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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 requires, an account of
all his or her transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, the Treasurer shall give
the Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his or her office and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.
Section 5.10. Assistant Treasurer. The Assistant Treasurer or if there
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shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, their in the order of
their election), shall, in the absence of the Treasurer or in the event of his
or her inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.
ARTICLE VI
Indemnification
Section 6.1. Right to Indemnification. The Corporation shall indemnify and
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hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that he or she or a person for whom he or
she is the legal representative, is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent, fiduciary or other representative of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement incurred by such person in
connection with such Proceeding to the full extent permissible under Delaware
law. The Corporation shall be required to indemnify a person in connection with
a Proceeding initiated by such person only if the Proceeding was authorized by
the Board of Directors of the Corporation.
Section 6.2. Discretionary Indemnification. The Corporation may, at the
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discretion and to the extent provided by general or specific action of the Board
of Directors or by contract, indemnify any person who neither is nor was a
director or officer of the Corporation, but who was or is made or is threatened
to be made a party or is otherwise involved in any Proceeding by reason of the
fact that he or she is or was an employee, agent or other representative of the
Corporation, against liability, loss suffered and expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement incurred by
such person in connection with such Proceeding.
Section 6.3. Prepayment of Expenses. The Corporation shall pay the
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expenses incurred in any Proceeding in advance of its final disposition;
provided, however, that the person so indemnified pursuant to Section 6.1 or
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Section 6.2 shall have first delivered to the Corporation an undertaking to
repay all amounts advanced if it should ultimately be determined that such
person is not entitled to be indemnified under this Article VI or otherwise.
Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person
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by this Article VI shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these Bylaws, insurance, agreement, vote of stockholders or
disinterested directors or otherwise, and 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 6.5. Amendment or Repeal. Any appeal or modification of the
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foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
Section 6.6. Insurance. The Board of Directors may authorize, by a vote of
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a majority of the full Board, the Corporation to 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, agent, fiduciary or other representative of another
corporation, or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article VI.
ARTICLE VII
Certificates of Stock
Section 7.1. Right to Certificate. Every holder of stock in the
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Corporation 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 the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such stockholder in the
Corporation.
Section 7.2. Statements Setting Forth Rights. If the Corporation shall be
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authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights shall
be set forth in full or summarized on the face or back of the certificate which
the Corporation shall issue to represent such class or series of stock; , that
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except as otherwise provided in Section 202 of the General Corporation Law of
the State of Delaware, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the Corporation shall issue
to represent such class or series of stock, a statement that the Corporation
will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights.
Section 7.3. Facsimile Signature. Where a certificate is countersigned (1)
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by a transfer agent other than the Corporation or its employee, or, (2) by a
registrar other than the Corporation or its employee, the signatures of the
officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such
officer at the date of issue.
Section 7.4. Lost, Stolen or Destroyed Certificates. The Board of
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Directors may delegate to its transfer agent the authority to issue without
further action or approval of the Board, a new certificate or certificates in
place of any certificate or certificates theretofore issued by the Corporation
alleged to leave been lost, stolen or destroyed, upon the receipt by the
transfer agent of an affidavit of that fact by the stockholder claiming the
certificate of stock to be lost, stolen or destroyed, and upon the receipt from
the owner of such lost, stolen or destroyed certificate, or certificates, or
such stockholder's legal representative of a bond as indemnity against any claim
that may be made with respect to the certificate alleged to have been lost,
stolen or destroyed.
Section 7.5. Transfers of Stock. Upon surrender to the Corporation or the
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transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and if such shares are not restricted as to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person or entity
entitled thereto, cancel the old certificate and record the transaction upon its
books.
Section 7.6. Registered Stockholders. The Corporation shall be entitled to
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recognize the exclusive right of a person or entity registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person or entity, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.
Section 7.7. Transfer Agents and Registrars. The Board of Directors may
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appoint one or more corporate transfer agents and registrars.
ARTICLE VIII
General Provisions
Section 8.1. Dividends. Dividends upon the capital stock of the
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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, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.
Section 8.2. Reserves. Before payment of any dividend, there may be set
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aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 8.3. Annual Statement. The Board of Directors shall present to
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stockholders, prior to each annual meeting, a full and clear statement of the
business and condition of the Corporation.
Section 8.4. Checks. All checks or demands for money and notes of the
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Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 8.5. Fiscal Year. The fiscal year of the Corporation shall be
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fixed by resolution of the Board of Directors.
Section 8.6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any other manner reproduced.
ARTICLE IX
Amendments
Section 9.1. Amendments. These By-laws may be altered or repealed at any
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regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration or repeal be contained in the notice of such special meeting.
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Amendments
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July 14, 1992 (by the directors) -- Section 3.1 changed to provide for fourteen
members of the Board of Directors.
March 7, 1994 (by the directors) -- Section 3.1 changed to provide for nine
members of the Board of Directors (effective April 27, 1994).
April 27, 1994 (by the stockholders) -- Corporation's name changed from Affinity
Biotech,
Inc. to IBAH, Inc.
March 15, 1996 (by the directors) -- Section 3.1 changed to provide for a
minimum of five and a maximum of eleven members of the Board of Directors, with
a minimum of three of the Directors being independent.
June 19, 1996 (by the stockholders) -- Sections 3.2 and 3.3 changed to provide
for the division of the Board of Directors into three classes.
March 16, 1998 (by the directors) -- Article VI changed to limit mandatory
indemnification to officers and directors, and to provide for discretionary
indemnification of employees and agents. Also numerous clerical, non-
substantive changes made throughout the Bylaws.