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EXHIBIT 3.48
B Y L A W S
OF
KAGAN WORLD MEDIA, INC.
(A DELAWARE CORPORATION)
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ARTICLE I
OFFICES
Section 1. OFFICES. The Corporation shall maintain its registered
office in the State of Delaware at 229 South State Street, Dover, County of
Kent, Delaware, and its resident agent at such address is The Prentice-Hall
Corporation System, Inc. The Corporation may also have offices in such other
places in the United States or elsewhere as the Board of Directors may, from
time to time, appoint or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. Annual meetings of stockholders for
the election of directors and for such other business as may properly be
conducted at such meeting shall be held at such place, either within or without
the State of Delaware, and at such time and date as the Board of Directors shall
determine by resolution and set forth in the notice of the meeting. In the event
that the Board of Directors fails to so determine the time, date and place for
the annual meeting, it shall be held, beginning in 1989, at the principal office
of the Corporation at 10 o'clock a.m. on the last Wednesday in July of each
year.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders,
unless otherwise prescribed by statute, may be called by the Chairman of the
Board, the President or by resolution of the Board of Directors and shall be
called by the President or Secretary upon the written request of not less than
10% in interest of the stockholders entitled to vote thereat. Notice of each
special meeting shall be given in accordance with Section 3 of this Article II.
Unless otherwise permitted by law,
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business transacted at any special meeting of stockholders shall be limited to
the purpose stated in the notice.
2.1 If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
president, any vice president, or the secretary of the Corporation. The officer
receiving the request shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Sections 3
of this Article II, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than thirty-five (35) nor more
than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 2.1 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the Board
of Directors may be held.
Section 3. NOTICE OF MEETINGS. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting,
which shall state the place, date and time of the meeting, and, in the case of a
special meeting, the purposes for which the meeting is called, shall be mailed
to or delivered to each stockholder of record entitled to vote thereat. Such
notice shall be given not less than ten (10) days nor more than sixty (60) days
before the date of any such meeting.
3.1 If action is proposed to be taken at any meeting for approval of
(i) a contract or transaction in which a director has a direct or indirect
financial interest, (ii) an amendment of the Certificate of Incorporation, (iii)
a reorganization of the Corporation, (iv) a voluntary dissolution of the
Corporation, or (v) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, the notice shall also state the
general nature of that proposal.
Section 4. QUORUM. Unless otherwise required by law or the
Certificate of Incorporation, the holders of a majority of the issued and
outstanding stock entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of stockholders.
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Section. 5. VOTING. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder. Upon the request of not less than 10% in
interest of the stockholders entitled to vote at a meeting, voting shall be by
written ballot. All elections of directors shall be decided by plurality vote.
Unless otherwise required by law, these Bylaws or the Certificate of
Incorporation, all other corporate action shall be decided by majority vote.
Section 6. WAIVER OF NOTICE AND CONSENT BY ABSENT STOCKHOLDERS.
The transactions of any meeting of stockholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
person entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
stockholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section 3.1 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
6.1 Attendance by a person at a meeting shall also constitute a
waiver of notice of that meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
law to be included in the notice of meeting, but not so included if that
objection is expressly made at the meeting.
Section 7. RECORD DATE OF STOCKHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the stockholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only stockholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date, except as otherwise provided in the Certificate of
Incorporation, by agreement or in the Delaware General Corporation Law.
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7.1 If the Board of Directors does not so fix a record date:
(a) 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 business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.
(b) The record date for determining stockholders entitled
to give consent to corporate action in writing without a meeting, (i) when no
prior action by the Board has been taken, shall be the day on which the first
written consent is given, or (ii) when prior action of the Board has been taken,
shall be at the close of business on the day on which the Board adopts the
resolution relating to that action, or the sixtieth (60th) day before the date
of such other action, whichever is later.
Section 8. INSPECTORS. The Board of Directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting may, or if inspectors shall
not have been appointed, the chairman of the meeting shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors.
Section 9. CHAIRMAN OF MEETINGS. The Chairman of the Board of
Directors of the Corporation, if one is elected, or, in his absence or
disability, the President of the Corporation, shall preside at all meetings of
the stockholders.
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Section 10. SECRETARY OF MEETINGS. The Secretary of the Corporation
shall act as Secretary at all meetings of the stockholders. In the absence or
disability of the Secretary, the Chairman of the Board of Directors or the
President shall appoint a person to act as Secretary at such meetings.
Section 11. LISTS OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of each stockholder and the number and class of shares held by each.
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 shall be specified in the notice of the meeting,
or, if not so specified, at the Corporation's registered offices. The list shall
also be produced and kept at the meeting and may be inspected by any stockholder
who is present.
Section 12. ACTION WITHOUT MEETING. Unless otherwise provided by
the Certificate of Incorporation, any action required by law to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
such meetings, 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 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 13. ADJOURNMENT. At any meeting of stockholders of the
Corporation, if less than a quorum be present, a majority of the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present. Any business may be transacted at
the adjourned meeting which might have been transacted at the meeting originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date, as provided for in Section 5 of Article V of
these Bylaws, 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.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. POWERS. The property, business and affairs of the
Corporation shall be managed and controlled by its Board of Directors. The Board
shall exercise all of the powers and duties conferred by law except as provided
by the Certificate of Incorporation or these Bylaws.
Section 2. NUMBER AND TERM. The number of directors shall be fixed
at no less than two nor more than seven. Within the limits specified above, the
number of directors shall be fixed from time to time by the Board. The Board of
Directors shall be elected by the stockholders at their annual meeting, and each
director shall be elected to serve for the term of one year and until his
successor shall be elected and qualify or until his earlier resignation or
removal. Directors need not be stockholders.
Section. 3. RESIGNATIONS. Any director may resign at any time. Such
resignations shall be made in writing, and shall take effect at the time
specified therein, and if no time is specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
Section 4. REMOVAL. Any director or the entire Board of Directors
may be removed either for or without cause at any time by the affirmative vote
of the holders of a majority of the shares entitled to vote for the election of
directors at any annual or special meeting of the stockholders called for that
purpose. Vacancies thus created may be filled at such meeting by the affirmative
vote of a majority of the stockholders entitled to vote, or, if the vacancies
are not so filled, by the directors as provided in Section 5 of this Article
III.
Section 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as
provided in Section 4 of this Article III, vacancies occurring in any
directorship and newly created directorships may be filled by a majority vote of
the remaining directors then in office except that a vacancy created by the
removal of a director by the vote or written consent of the stockholders or by
court order may be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the written
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consent of holders of a majority of the outstanding shares entitled to vote. Any
director so chosen shall hold office for the unexpired term of his predecessor
and until his successor shall be elected and qualify or until his earlier death,
resignation or removal. The Board may not fill the vacancy created by removal of
a director by electing the director so removed.
Section 6. MEETINGS. The newly elected directors shall hold their
first meeting to organize the Corporation, elect officers and transact any other
business which may properly come before the meeting. An annual organizational
meeting of the Board of Directors shall be held immediately after each annual
meeting of the stockholders, or at such time and place as may be noticed for the
meeting.
Regular meetings of the Board may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the Board shall be called by the President or by
the Secretary on the written request of any director with at least two days'
notice to each director and shall be held at such place as may be determined by
the directors or as shall be stated in the notice of the meeting.
Section 7. QUORUM, VOTING AND ADJOURNMENT. A majority of the total
number of directors or any committee thereof shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum, a majority of the directors present thereat may adjourn
such meeting to another time and place. Notice of such adjourned meeting need
not be given if the time and place of such adjourned meeting are announced at
the meeting so adjourned.
Section 8. COMMITTEES. The Board of Directors may, by resolution
passed a majority of the Board, designate one or more committees, including but
not limited to an Executive Committee and an Audit Committee, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee
to replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers 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
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all papers which may require it; but no such committee shall have the power or
authority to amend the Certificate of Incorporation, adopt an agreement of
merger or consolidation, recommend to the stockholders the sale, lease, or
exchange of all or substantially all of the Corporation's properties and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution or to amend these Bylaws. Unless a resolution of the Board
expressly provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock of the Corporation. All
committees of the Board shall report their proceedings to the Board when
required.
Section 9. ACTION WITHOUT A MEETING. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
any committee thereof consent thereto in writing.
Section 10. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of directors for their services. A director
may also serve the Corporation in other capacities and receive compensation
therefor.
Section 11. TELEPHONIC MEETING. Unless otherwise restricted by the
Certificate of Incorporation, members of the Board, or any committee designated
by the Board, may participate in a meeting by means of conference telephone or
similar communications equipment in which all persons participating in the
meeting can hear each other. Participation in such telephonic meeting shall
constitute the presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall include
a President, a Secretary and a Treasurer, and one or more subordinate officers,
all of whom shall be elected by the Board of Directors and who shall hold office
for a term of one year and until their successors are elected and qualify or
until their earlier resignation or removal. In addition, the Board of Directors
may elect a Chairman of the Board, one or more Vice Presidents, including an
Executive Vice President, a Treasurer and one or more Assistant Treasurers and
one or more Assistant Secretaries, who shall hold
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their office for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors. The
initial officers shall be elected at the first meeting of the Board of Directors
and, thereafter, at the annual organizational meeting of the Board held after
each annual meeting of the stockholders. Any number of offices may be held by
the same person.
Section 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it deems advisable, who shall hold
their office for such terms and shall exercise and perform such powers and
duties as shall be determined from time to time by the Board of Directors.
Section 3. CHAIRMAN. The Chairman of the Board of Directors shall
be a member of the Board and shall preside at all meetings of the Board of
Directors and of the stockholders. In addition, the Chairman of the Board shall
have such powers and perform such other duties as from time to time may be
assigned to him by the Board of Directors.
Section 4. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation. He shall exercise such duties as customarily pertain
to the office of President and Chief Executive Officer, and shall have general
and active management of the property, business and affairs of the Corporation,
subject to the supervision and control of the Board. He shall perform such other
duties as prescribed from time to time by the Board or these Bylaws.
In the absence, disability or refusal of the Chairman of the Board to
act, or the vacancy of such office, the President shall preside at all meetings
of the stockholders and of the Board of Directors. Except as the Board of
Directors shall otherwise authorize, the President shall execute bonds,
mortgages and other contracts on behalf of the Corporation, and shall cause the
seal to be affixed to any instrument requiring it and, when so affixed, the seal
shall be attested by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.
Section 5. VICE PRESIDENTS. Each Vice President, if any are
elected, of whom one or more may be designated an Executive Vice President,
shall have such powers and shall perform such duties as shall be assigned to him
by the President or the Board of Directors.
Section 6. TREASURER. The Treasurer shall have
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custody of the corporate funds, securities, evidences of indebtedness and other
valuables of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables 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, taking
proper vouchers therefor. He shall render to the President and Board of
Directors, upon their request, a report of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board shall prescribe.
The Treasurer shall have such further powers and perform such other
duties incident to the office of Treasurer as from time to time are assigned to
him by the Board.
Section 7. SECRETARY. The Secretary shall be the Chief
Administrative Officer of the Corporation and shall: (a) cause minutes of all
meetings of the stockholders and directors to be recorded and kept; (b) cause
all notices required by these Bylaws or otherwise to be given properly; (c) see
that the minute books, stock books, and other non-financial books, records and
papers of the Corporation are kept properly; and (d) cause all reports,
statements, returns, certificates and other documents to be prepared and filed
when and as required. The Secretary shall have such further powers and perform
such other duties as prescribed from time to time by the Board.
Section 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each
Assistant Treasurer and each Assistant Secretary, if any are elected, shall be
vested with all powers and shall perform all the duties of the Treasurer and
Secretary, respectively, in the absence of disability of such officer, unless or
until the Board of Directors shall otherwise determine. In addition, Assistant
Treasurers and Assistant Secretaries shall have such powers and shall perform
such duties as shall be assigned to them by the Board.
Section 9. CORPORATE FUNDS AND CHECKS. The funds of the
Corporation shall be kept in such depositories as shall from time to time be
prescribed by the Board of Directors. All checks or other orders for the payment
of money shall be signed by the President or the Treasurer or such other person
or agent as may from time to time be authorized and with such counter-signature,
if any, as may be required by the Board of Directors.
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Section 10. CONTRACTS AND OTHER DOCUMENTS. The President or
Treasurer, or such other officer or officers as may from time to time be
authorized by the Board of Directors, shall have power to sign and execute on
behalf of the Corporation deeds, conveyances and contracts, and any and all
other documents requiring execution by the Corporation.
Section 11. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The
President or Treasurer, or such other officer or agent as shall be authorized by
the Board of Directors, shall have the power and authority, on behalf of the
Corporation, to attend and to vote at any meeting of stockholders of any
corporation in which the Corporation holds stock and may exercise, on behalf of
the Corporation, any and all of the rights and powers incident to the ownership
of such stock at any such meeting, including the authority to execute and
deliver proxies and consents on behalf of the Corporation.
Section 12. DELEGATION OF DUTIES. In the absence, disability or
refusal of any officer to exercise and perform his duties, the Board of
Directors may delegate to another officer such powers or duties.
Section 13. RESIGNATION AND REMOVAL. Any officer of the Corporation
may be removed from office for or without cause at any time by the Board of
Directors. Any officer may resign at any time in the same manner prescribed
under Section 3 of Article III of these Bylaws.
Section 14. VACANCIES. The Board of Directors shall have power to
fill vacancies occurring in any office.
ARTICLE V
STOCK
Section 1. CERTIFICATES OF STOCK. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, certifying the number and class of shares of stock in the
Corporation owned by him. Any or all of the signatures on the certificate may be
a facsimile. The Board of
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Directors shall have the power to appoint one or more transfer agents and/or
registrars for the transfer or registration of certificates of stock of any
class, and may require stock certificates to be countersigned or registered by
one or more such transfer agents and/or registrars.
Section 2. TRANSFER OF SHARES. Shares of stock of the Corporation
shall be transferable upon its books by the holders thereof, in person or by
their duly authorized attorneys or legal representatives, upon surrender to the
Corporation by delivery thereof to the person in charge of the stock and
transfer books and ledgers. Such certificates shall be cancelled and new
certificates shall thereupon be issued. A record shall be made of each transfer.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented, both the transferor and transferee request the
Corporation to do so. The Board shall have power and authority to make such
rules and regulations as it may deem necessary or proper concerning the issue,
transfer and registration of certificates for shares of stock of the
Corporation.
Section 3. LOST CERTIFICATES. A new certificate of stock may be
issued in the place of any certificate previously issued by the Corporation,
alleged to have been lost, stolen, destroyed or mutilated, and the Board of
Directors may, in their discretion, require the owner of such lost, stolen,
destroyed or mutilated certificate, or his legal representative, to give the
Corporation a bond, in such sum as the Board may direct, not exceeding double
the value of the stock, in order to indemnify the Corporation against any claims
that may be made against it in connection therewith.
Section 4. STOCKHOLDERS OF RECORD. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof, in fact, and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 5. STOCKHOLDERS RECORD DATE. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change,
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conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which shall not be more than sixty
days nor less than ten days before the date of such meeting. 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 6. DIVIDENDS. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may at any regular or special meeting,
out of funds legally available therefor, declare dividends upon the stock of the
Corporation. Before the declaration of any dividend, the Board of Directors may
set apart, out of any funds of the Corporation available for dividends, such sum
or sums as from time to time in their discretion may be deemed proper for
working capital or as a reserve fund to meet contingencies or for such other
purposes as shall be deemed conducive to the interests of the Corporation.
ARTICLE VI
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF RECORD OF STOCKHOLDERS.
1.1 The Corporation shall keep at its principal executive office, or
at the office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the Board of Directors, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of shares held by each stockholder.
1.2 A stockholder or stockholders of the Corporation holding at least
five percent (5%) in the aggregate of the outstanding voting shares of the
Corporation may (i) inspect and copy the records of stockholders' names and
addresses and shareholdings during usual business hours on five days prior
written demand on the Corporation, and (ii) obtain from the transfer agent of
the Corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the stockholders' names and addresses,
who are entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the stockholder after the date of demand. This list shall be
made available to any such stockholder or stockholders by the transfer agent on
or before the later of five (5) days after the demand is received or the
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date specified in the demand as the date as of which the list is to be compiled.
The record of stockholders shall also be open to inspection on the written
demand of any stockholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder's
interests as a stockholder or as the holder of a voting trust certificate. Any
inspection and copying under this Section 7.1.2 may be made in person or by an
agent or attorney of the stockholder or holder of a voting trust certificate
making the demand.
Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation
shall keep at its principal executive office the original or a copy of the
Bylaws as amended to date, which shall be open to inspection by the stockholders
at all reasonable times during office hours.
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.
The accounting books and records and minutes of proceedings of the stockholders
and the Board of Directors and any committee or committees of the Board of
Directors shall be kept at such place or places designated by the Board of
Directors, or, in the absence of such designation, at the principal executive
office of the Corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any stockholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a stockholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. These rights of
inspection shall extend to the records of each subsidiary Corporation of the
Corporation.
Section 4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Corporation and each
of its subsidiary corporations. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.
Section 5. FINANCIAL STATEMENTS.
5.1 A copy of any annual financial statement and any income statement
of the Corporation for each quarterly period of each fiscal year, and any
accompanying balance sheet of the Corporation as of the end of each such period,
that has been
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prepared by the Corporation shall be kept on file in the principal executive
office of the Corporation for twelve (12) months and each such statement shall
be exhibited at all reasonable times to any stockholder demanding an examination
of any such statement or a copy shall be mailed to any such stockholder.
5.2 If a stockholder or stockholders holding at least five percent
(5%) of the outstanding shares of any class of stock of the Corporation makes a
written request to the Corporation for an income statement of the Corporation
for the three-month, six-month or nine-month period of the then current fiscal
year ended more than thirty (30) days before the date of the request, and a
balance sheet of the Corporation as of the end of that period, the chief
financial officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the Corporation has not sent to the stockholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to
the stockholder or stockholders within thirty (30) days after the request.
5.3 The Corporation shall also, on the written request of any
stockholder, mail to the stockholder a copy of the last annual, semi-annual, or
quarterly income statement which it has prepared, and a balance sheet as of the
end of that period.
5.4 The quarterly income statements and balance sheets referred to in
this Section shall be accompanied by the report, if any, of any independent
accountants engaged by the Corporation or the certificate of an authorized
officer of the Corporation that the financial statements were prepared without
audit from the books and records of the Corporation.
ARTICLE VII
NOTICE AND WAIVER OF NOTICE
Section 1. NOTICE. Whenever any written notice is required to be
given by law, the Certificate of Incorporation or these Bylaws, such notice, if
mailed, shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the person entitled to such notice at his address
as it appears on the books and records of the Corporation. Such notice may also
be sent by telegram.
Section 2. WAIVER OF NOTICE. Whenever notice is
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required to be given by law, the Certificate of Incorporation or these Bylaws, a
written waiver thereof signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person 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. Neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders,
directors, or members of a committee of the Board need be specified in any
written waiver of notice.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. AMENDMENTS. These Bylaws may be amended or repealed or
new Bylaws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the Board. If any By-Law
regulating an impending election of directors is adopted, amended or repealed by
the Board, there shall be set forth in the notice of the next meeting of
stockholders for the election of directors the By-Law so adopted, amended, or
repealed, together with a precise statement of the changes made. Bylaws adopted
by the Board of Directors may be amended or repealed by stockholders.
ARTICLE VIII
MISCELLANEOUS
Section 1. SEAL. The seal of the Corporation shall be circular in
form and shall have the name of the Corporation on the circumference and the
jurisdiction and year of incorporation in the center.
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall
end on December 31, of each year, or such other twelve consecutive months as the
Board of Directors may designate.
Section 3. INDEMNIFICATION. The Corporation shall, to the fullest
extent permitted by the General Corporation
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Law of the State of Delaware, indemnify members of the Board and may, if
authorized by the Board, indemnify its officers, employees and agents and any
and all persons whom it shall have power to indemnify against any and all
expenses, liabilities or other matters.
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