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EXHIBIT 3.79
DERMPATH ACQUISITION CORP.
-- A DELAWARE CORPORATION --
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.1. ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before such meeting shall be held each year on such date and
at such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.
Section 1.2. SPECIAL MEETINGS. Special meetings of the stockholders
may be called by the Board of Directors, the President, any Vice President, or
the holders of a majority of the shares of the Corporation then issued and
outstanding and entitled to vote at such meeting. Any such meeting shall be held
on such date and at such time and place, within or without the State of
Delaware, as may be designated by the person or persons calling such meeting.
Section 1.3. NOTICE OF MEETINGS; WAIVER OF NOTICE.
(a) NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given by mail, facsimile, telegram, cable or personal delivery by or at the
direction of the President, any Vice President, the Secretary, any Assistant
Secretary or other persons calling the meeting, and shall state the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than 10 nor more than 60
days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be directed to each stockholder at his
address as it appears on the records of the Corporation.
(b) WAIVER OF NOTICE. Whenever notice is required to be given to the
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the Certificate of Incorporation of the
Corporation.
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Section 1.4. QUORUM. The presence at any meeting, in person or by
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by law or
the Certificate of Incorporation of the Corporation.
Section 1.5. ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy at
a meeting, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to act as chairman or secretary of such meeting, may
adjourn the meeting to another time or place.
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 1.6. ORGANIZATION. The President or any Vice President, or,
in the absence of either of them, a chairman appointed by the stockholders,
shall act as chairman of all meetings of stockholders. The Secretary or, in his
absence or disability, any Assistant Secretary, or, in the absence of both of
them, a Secretary appointed by the chairman of the meeting, shall act as
secretary at all meetings of stockholders.
Section 1.7. VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting. Unless
otherwise provided in the Certificate of Incorporation, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Except as otherwise provided by law, in all other matters the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Voting, including voting for the election of directors,
need not be by written ballot.
Section 1.8. PROXIES. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him 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.
Section 1.9. STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of
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stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and 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 10 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 entire time
thereof, and may be inspected by any stockholder who is present.
Section 1.10. INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.
Section 1.11. FIXING THE RECORD DATE. So 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 in advance a record date,
which shall not precede the date upon which the resolution fixing the record
date is adopted by the Board, and (i) in the case of a meeting, shall not be
more than 60 nor less than 10 days before the date of such meeting, or (ii) in
the case of a written consent, shall not exceed by more than 10 days the date
upon which the resolution fixing the record date is adopted by the Board, or
(iii) in the case of any other action, shall not be more than 60 days prior to
such action. Only those stockholders of record on the date so fixed shall be
entitled to any of the foregoing rights, notwithstanding the transfer of any
stock on the books of the Corporation after any such record date fixed by the
Board of Directors.
ARTICLE II
CONSENT OF STOCKHOLDERS IN LIEU OF MEETING
Unless otherwise provided in the Certificate of Incorporation, any action
required by law or these By-laws to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote if a consent or consents 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 and shall be delivered to the Corporation as required by law.
Prompt notice of the taking of the
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corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not so consented in writing.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. NUMBER. The Board of Directors shall consist of one or
more directors, as fixed from time to time by resolution of either the Board of
Directors or the stockholders in accordance with applicable law (each being
subject to any subsequent resolutions of either of them).
Section 3.2. ELECTION AND TERM OF OFFICE. Directors shall be elected
at the annual meeting of the stockholders, except as provided in Sections 3.3 or
3.11 of these By-laws. Each director (whether elected at an annual meeting or to
fill a vacancy or otherwise) shall hold office until his successor shall have
been duly elected and qualified or until his earlier death, resignation or
removal in the manner hereinafter provided.
Section 3.3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a
single class shall be filled by a majority of directors then in office, although
less than a quorum, or by a vote of a plurality of the votes of the shares
present in person or represented by proxy at a special meeting and entitled to
vote on the election of directors, or by written consent of the holders of a
plurality of the outstanding shares entitled to vote for the election of
directors, in accordance with Article II hereof.
Section 3.4. MEETINGS.
(a) REGULAR MEETINGS. The Board of Directors may by resolution
provide for the holding of regular meetings for the organization of the
Corporation, for the election of officers and for the transaction of such other
business as may properly come before the meeting, and may fix the times and
places at which such meetings shall be held. Notice of regular meetings shall
not be required to be given, provided that whenever the time or place of regular
meetings shall be fixed or changed, notice of such action shall be given
promptly by mail, facsimile, telegram, radio, cable, telephone or personal
delivery to each director who shall not have been present at the meeting at
which such action was taken, addressed, sent, delivered or communicated to him
at his residence or usual place of business.
(b) SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the direction of the President, any Vice President or
one-third of the directors then in office, except that when the Board of
Directors consists of one director, then such director may call a special
meeting. Except as otherwise required by law, notice of each special meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least five days before the day on which such meeting is to
be held, or shall be sent
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to him at such place by facsimile, telegram, radio or cable, or telephoned or
delivered to him personally, not later than 24 hours before the day on which
such meeting is to be held. Such notice shall state the time and place of such
meeting, but need not state the purpose thereof, unless otherwise required by
law, the Certificate of Incorporation of the Corporation or these By-laws.
(c) WAIVER OF NOTICE. Whenever notice is required to be given to the
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.
(d) PARTICIPATION BY CONFERENCE CALL. Members of the Board of
Directors may participate in any meeting of the 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 shall
constitute presence in person at the meeting.
Section 3.5. QUORUM; VOTING. Unless the Certificate of Incorporation
of the Corporation provides otherwise, at each meeting of the Board of Directors
a majority of the total number of members of the Board of Directors shall
constitute a quorum for the transaction of business, except that when the Board
consists of only one director, then one director shall constitute a quorum.
Unless otherwise required by the Certificate of Incorporation of the Corporation
or these By-laws, a vote of the majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board.
Section 3.6. ADJOURNMENTS. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. Notice of any adjournment of a meeting of the Board of Directors to
another time or place shall be given to the directors who were not present at
the time of the adjournment and, unless such time and place are announced at
such meeting, to the directors who were present.
Section 3.7. ORGANIZATION. The President or any Vice President, or
in the absence of all of them, a chairman appointed by the directors present at
such meeting, shall act as chairman at meetings of directors. The Secretary, or
in his absence or disability, any Assistant Secretary, or in the absence of all
of them, a secretary appointed by the chairman of the meeting, shall act as
secretary at all meetings of the Board of Directors.
Section 3.8. ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting
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if all members of the Board consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the Board.
Section 3.9. MANNER OF ACTING. A member of the Board of Directors
shall, in the performance of his duties, be fully protected in relying in
good faith upon the records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees of the Board, or by any
other person as to matters the director reasonably believes are within such
other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.
Section 3.10. RESIGNATION OF DIRECTORS. Any director may resign at
any time upon giving written notice of such resignation to the Board of
Directors, the President, any Vice President or the Secretary. Unless
otherwise specified in such notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or any such officer, and acceptance
of such resignation shall not be necessary to make it effective.
Section 3.11. REMOVAL OF DIRECTORS. At any meeting of the
stockholders duly called as provided in these By-laws, any director or directors
may be removed from office, either with or without cause, as provided by law. At
such meeting, a successor or successors may be elected by a plurality of the
votes cast, or if any such vacancy is not so filled, it may be filled by the
directors as provided in Section 3.3 of these By-laws.
Section 3.12. COMPENSATION OF DIRECTORS. Directors may receive such
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
Section 4.1. DESIGNATION AND POWERS. The Board of Directors may, by
a resolution passed by a majority of the entire Board of Directors, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. Any such committee, to the extent provided in such
resolution and permitted by law, 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 all papers which may require it; PROVIDED, HOWEVER, that no such
committee shall have the power or authority to (i) amend the Certificate of
Incorporation of the Corporation, except as permitted by law, (ii) adopt an
agreement of merger or consolidation, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property
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or assets, (iv) recommend to the stockholders a dissolution of the Corporation,
or a revocation of a dissolution, (v) amend the By-laws of the Corporation, (vi)
submit to shareholders any matter that needs shareholders' approval, (vii) fill
vacancies in the Board of Directors or any committee thereof, (viii) fix the
compensation of the directors for serving on the Board of Directors or any
committee thereof, or (ix) amend or repeal any resolution of the Board of
Directors which includes among its terms a provision that it is not so amendable
or repealable. Any such committee, to the extent provided in such resolution,
shall have the power and authority to (i) declare a dividend, (ii) authorize the
issuance of stock, or (iii) adopt a certificate of ownership and merger as
permitted by law.
Section 4.2. TERM OF OFFICE. The term of office of the members of
each committee shall be as fixed from time to time by the Board of Directors,
subject to these By-laws; PROVIDED, HOWEVER, that any committee member who
ceases to be a member of the Board of Directors shall IPSO FACTO cease to be a
member of any committee thereof.
Section 4.3. ALTERNATE MEMBERS AND VACANCIES. The Board of Directors
may designate one or more directors as alternate members of any committee who,
in the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members or the number of absent or disqualified members exceeds the number of
alternate members who are present at such meeting, then the member or members of
such committee (including alternates) present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member. If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining member or members of such committee, so long as a quorum is present,
may continue to act until such vacancy is filled by the Board of Directors.
Section 4.4. MEETINGS. Each committee shall fix its own rules of
procedure, and shall meet where and as and upon such notice as provided by such
rules or by resolution of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and all actions by each committee shall be
reported to the Board of Directors at its next regular meeting succeeding any
such action. Members of any committee designated by the Board may participate in
a meeting of the committee 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 shall constitute presence in
person at the meeting.
Section 4.5. QUORUM; VOTING. At each meeting of any committee the
presence of a majority of the total number of its members then in office shall
constitute a quorum for the transaction of business; except that when a
committee consists of one member, then one member shall constitute a quorum, A
vote of the majority of committee members present at any meeting of a committee
at which a quorum is present shall be the act of such committee.
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Section 4.6. ADJOURNMENTS. A majority of the members of a committee
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.
Section 4.7. ACTION OF COMMITTEE WITHOUT MEETING. Any action
required or permitted to be taken at any meeting of any committee designated by
the Board of Directors may be taken without a meeting if all members of such
committee consent thereto in writing and such writing or writings are filed with
the minutes of the proceedings of such committee.
Section 4.8. MANNER OF ACTING.A member of any committee designated
by the Board of Directors shall, in the performance of his duties, be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or other committees of the
Board of Directors, or by any other person as to matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
Section 4.9. RESIGNATION OF COMMITTEE MEMBERS. Any member of a
committee may resign at any time by giving written notice of such resignation to
the Board of Directors, the President, any Vice President or the Secretary.
Unless otherwise specified in such notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer, and
acceptance of such resignation shall not be necessary to make it effective.
Section 4.10. REMOVAL OF COMMITTEE MEMBERS. Any member of any
committee may be removed with or without cause at any time by the Board of
Directors.
Section 4.11. COMPENSATION OF COMMITTEE MEMBERS. Committee members
may receive such reasonable compensation for their services as committee
members, whether in the form of salary or a fixed fee for attendance at
meetings, with expenses, if any, as the Board of Directors may from time to time
determine. Nothing contained herein shall be construed to preclude any committee
member from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE V
OFFICERS
Section 5.1. OFFICERS. The officers of the Corporation shall be a
Chairman, President, one or more Vice Presidents (if elected by the Board of
Directors), a Secretary, a Treasurer, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these By-laws. The
Board of Directors may designate one or more Vice Presidents as Executive Vice
Presidents, and may use descriptive words or phrases to designate the standing,
seniority or area of special competence of the Vice Presidents elected or
appointed by it.
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Section 5.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each
officer (except such officers as may be appointed in accordance with the
provisions of Section 5.3 of these By-laws) shall be elected or appointed by a
majority of the Board of Directors present at any meeting at which such election
is held. Unless otherwise provided in the resolution of election, each officer
(whether elected at the first meeting of the Board of Directors after the annual
meeting of stockholders or to fill a vacancy or otherwise) shall hold his office
until the first meeting of the Board of Directors after the next annual meeting
of stockholders and until his successor shall have been elected and qualified,
or until his earlier death, resignation or removal.
Section 5.3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
may from time to time appoint other officers or agents (including, without
limitation, one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.
Section 5.4. CHAIRMAN. The Chairman of the Board shall be elected by
the Board of Directors and shall preside at meetings of the Board of Directors
and stockholders of the Corporation.
Section 5.5. THE PRESIDENT. The President shall be elected by the
Board of Directors, and shall be the chief executive officer of the Corporation.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect. Subject to the authority and direction of the Board of
Directors, the President shall have charge of the business, affairs and property
of the Corporation. The President may sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature) and
execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent. The
President shall also have such other powers and perform such other duties as may
from time to time be prescribed by the Board of Directors or these By-laws.
Section 5.6. VICE PRESIDENTS. At the request of the President, or in
his absence or disability, the Vice President designated by the Board of
Directors shall perform all the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions on the
President. Any Vice President may also sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature) and
execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments and documents duly authorized by the
Board of Directors, except where the signing and execution
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thereof shall be expressly delegated by the Board of Directors to another
officer or agent. Each Vice President shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the President or these By-laws.
Section 5.7. THE SECRETARY. The Secretary shall
(a) record all the proceedings of meetings of the
stockholders, the Board of Directors, and any committees thereof in a
book or books to be kept for that purpose;
(b) cause all notices to be duly given in accordance with
the provisions of these By-laws and as required by law;
(c) whenever any committee shall be appointed pursuant to a
resolution of the Board of Directors, furnish the chairman of such
committee with a copy of such resolution;
(d) be custodian of the records and the seal of the
Corporation, and cause such seal to be affixed to (or a facsimile to
be reproduced on) all certificates representing stock of the
Corporation prior to the issuance thereof and all instruments the
execution of which in the name and on behalf of the Corporation and
under its seal shall have been duly authorized;
(e) see that the lists, books, reports, statements,
certificates and other documents and records required by law are
properly kept and filed;
(f) have charge of the stock and transfer books of the
Corporation, and exhibit such books at all reasonable times to such
persons as are entitled by law to have access thereto;
(g) sign (which signature may be a facsimile signature),
with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall
have been duly authorized, and sign (which signature may be a
facsimile signature) and execute, in the name and on behalf of the
Corporation, instruments and documents duly authorized by the Board of
Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or
agent; and
(h) in general, perform all duties incident to the office
of Secretary and have such other powers and perform such other duties
as may from time to time be prescribed by the Board of Directors, the
President or these By-laws.
Section 5.8. ASSISTANT SECRETARIES. At the request of the
Secretary, or in his absence or disability, the Assistant Secretary designated
by the Secretary, the Board of
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Directors, or the President, shall perform all the duties of the Secretary, and,
when so acting, shall have all the powers of and be subject to all the
restrictions on the Secretary. Each Assistant Secretary shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors, the President, the Secretary or these By-laws.
Section 5.9. THE TREASURER. The Treasurer shall
(a) have charge of and supervision over and be responsible
for the funds, securities, receipts and disbursements of the
Corporation;
(b) cause the moneys and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies, or with such bankers or
other depositaries, as shall be selected in accordance with Section
7.3 of these By-laws, or to be otherwise dealt with in such manner as
the Board of Directors may direct from time to time;
(c) cause the funds of the Corporation to be disbursed by
checks or drafts upon the authorized depositaries of the Corporation,
and cause to be taken and preserved proper vouchers for all moneys
disbursed;
(d) render to the Board of Directors, or the President,
whenever requested, a statement of the financial condition of the
Corporation and of all of his transactions as Treasurer;
(e) cause to be kept at the Corporation's principal office
correct books of account of all of the Corporation's business and
transactions and such duplicate books of account as he shall determine
and, upon application, cause such books or duplicates thereof to be
exhibited to any director;
(f) be empowered, from time to time, to require from the
officers or agents of the Corporation reports or statements giving
such information as he may desire or deem appropriate with respect to
any or all financial transactions of the Corporation;
(g) sign (which signature may be a facsimile signature),
with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall
have been duly authorized, and sign (which signature may be a
facsimile signature) and execute, in the name and on behalf of the
Corporation, instruments and documents duly authorized by the Board of
Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or
agent; and
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(h) in general, perform all duties incident to the office
of Treasurer and have such other powers and perform such other duties
as may from tune to time be prescribed by the Board of Directors, the
President or these By-laws.
Section 5.10. ASSISTANT TREASURER. At the request of the Treasurer,
or in his absence or disability, the Assistant Treasurer designated by the
Treasurer, the Board of Directors, or the President shall perform all the duties
of the Treasurer, and, when so acting, shall have all the powers of and be
subject to all the restrictions on the Treasurer. Each Assistant Treasurer shall
have such other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the President, the Treasurer or these
By-laws.
Section 5.11. RESIGNATIONS. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, any Vice President or the Secretary. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or any such officer, and the acceptance of such
resignation shall not be necessary for it to be effective.
Section 5.12. REMOVAL. Any officer specifically designated in Section
5.1 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors then
in office. Any officer or agent appointed pursuant to the provisions of Section
5.3 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors
present at such meeting or at any time by any superior officer or agent upon
whom such power of removal shall have been conferred by the Board of Directors.
Section 5.13. VACANCIES. Any vacancy in any office (whether by reason
of death, resignation, removal, disqualification or otherwise) shall be filled
for the unexpired portion of the term in the manner prescribed by these By-laws
for regular elections or appointments to such office.
Section 5.14. COMPENSATION. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed pursuant to
the provisions of Section 5.3 of these By-laws. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
Section 5.15. BONDING. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.
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ARTICLE VI
INDEMNIFICATION
The Corporation shall indemnify, in the manner and to the fullest
extent permitted by applicable law, any person (or the estate of any person) who
was or is a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether or not by or in the
right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person 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, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. To the extent and in the manner provided by
applicable law, any such expenses shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding. Unless otherwise
permitted by applicable law, the indemnification provided for herein shall be
made only as authorized in the specific case upon a determination, made in the
manner provided by applicable law, that indemnification of such director,
officer, employee or agent is proper in the circumstances. The Corporation may,
to the fullest extent permitted by applicable law, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability which may be
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law. The indemnification
and advancement of expenses provided for herein shall not be deemed to limit the
right of the Corporation to indemnify or make advances to any other person for
any expenses (including attorneys' fees), judgments, fines or other amounts to
the fullest extent permitted by applicable law, nor shall they be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
ARTICLE VII
EXECUTION OF INSTRUMENTS AND
DEPOSIT OF CORPORATE FUNDS
Section 7.1. EXECUTION OF INSTRUMENTS GENERALLY. Subject to the
approval of the Board of Directors, the President, any Vice President, the
Secretary or the Treasurer may enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation. The Board of
Directors may authorize any officer or officers or agent or agents
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to enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation, and such authorization may be general or confined
to specific instances.
Section 7.2. BORROWING. No loans or advances shall be obtained or
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors or a committee thereof. Such authorization may be general or
confined to specific instances. Any officer or agent of the Corporation
thereunto so authorized may obtain loans and advances for the Corporation, and
in connection with such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
Any officer or agent of the Corporation so authorized may pledge, hypothecate or
transfer as security for the payment of any and all loans, advances,
indebtedness and liabilities of the Corporation any and all stocks, bonds, other
securities and other personal property at any time held by the Corporation, and
to that end may endorse, assign and deliver the same and do every act and thing
necessary or proper in connection therewith.
Section 7.3. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized to do so by the Board of Directors. Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors may from
time to time determine.
Section 7.4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers or agent or agents of the Corporation, and in such manner, as from time
to time shall be determined by the Board of Directors.
Section 7.5. PROXIES. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the Corporation
may be executed and delivered from time to time on behalf of the Corporation by
the President, or any Vice President, or by any other person or persons
thereunto authorized by the Board of Directors.
ARTICLE VIII
STOCK
Section 8.1. FORM AND EXECUTION OF CERTIFICATES. The shares of
capital stock of the Corporation shall be represented by certificates in the
form approved by the Board of Directors from time to time. The certificates
shall be signed by, or in the name of the Corporation by, the President or any
Vice President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Any or all of the signatures on the certificates may
be facsimile signatures. In case any officer, transfer agent or registrar who
has
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signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may 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 8.2. REGULATIONS. The Board of Directors may make such rules
and regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.
Section 8.3. TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.
ARTICLE IX
CORPORATE SEAL
The corporate seal shall be circular in form, shall bear the name of
the Corporation and words and figures denoting its organization under the laws
of the State of Delaware and the year thereof, and otherwise shall be in such
form as shall be approved from time to time by the Board of Directors.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year or such other day as the Board of Directors may determine
by resolution.
ARTICLE XI
AMENDMENTS
These By-laws may be altered, amended or repealed, or new By-laws may
be adopted by the Board of Directors at any regular or special meeting by the
affirmative vote of the majority of the Board or by unanimous written consent to
action in lieu thereof. By-laws adopted by the Board of Directors may be
altered, amended or repealed by the stockholders of the Corporation.
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