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EXHIBIT 3.4
ROV HOLDING, INC.
(a Delaware corporation)
BY-LAWS
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ARTICLE I
OFFICES
SECTION 1.01. PRINCIPAL OFFICE. The registered office of ROV HOLDING,
INC. (the "Corporation") in the State of Delaware shall be at 229 South State
Street, City of Dover, County of Kent. The name of the registered agent in
charge thereof shall be The Prentice-Hall Corporation System, Inc.
SECTION 1.02. OTHER OFFICES. The Corporation may also have an office
or offices other than said registered office at such other place either within
or 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
MEETING OF STOCKHOLDERS
SECTION 2.01. PLACE OF MEETINGS. All meetings of stockholders of the
Corporation shall be held at such place either within or without the State of
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Delaware as the Board of Directors or the officer calling the same shall specify
in the respective notices or duly executed waivers of notice of said meetings.
SECTION 2.02. ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at such place, date and hour as shall
be designated in the notice thereof.
SECTION 2.03. SPECIAL MEETINGS. A special meeting of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by order of the Board of
Directors or the President.
SECTION 2.04. NOTICE OF MEETINGS. Except as otherwise required by
statute or by the Certificate of Incorporation or these By-laws, notice of
each annual or special meeting of the stockholders shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or
more than sixty days before the day on which the meeting is to be held, by
delivering a typewritten or printed notice thereof to him personally, or by
mailing a copy of such notice, postage prepaid, directly to each such
stockholder at his address as it appears in the records of the Corporation,
or by transmitting notice thereof to him at such address by telegraph, cable
or radio. Every such notice shall state the place and the date and hour of
the meeting, and, in case of a special meeting, the purpose or purposes for
which the meeting is called. Notice of any meeting of stockholders shall not
be required to be given to any stockholder who shall attend such meeting in
person or by proxy, or who shall, in person or by
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attorney thereunto authorized, waive such notice in writing, either before or
after such meeting. Except as otherwise provided in these By-laws, neither
the business to be transacted at, nor the purpose of, any meeting of the
stockholders need be specified in any such waiver of notice. Notice of any
adjourned meeting of the stockholders shall not be required to be given,
except when expressly required by law.
SECTION 2.05. QUORUM. At each meeting of the stockholders of the
Corporation, except where otherwise provided by the Certificate of Incorporation
or these By-laws, the holders of a majority of the issued and outstanding shares
of stock of the Corporation entitled to vote at such meeting, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business. In the absence of a quorum a majority in interest of the stockholders
of the Corporation present in person or represented by proxy and entitled to
vote, or, in the absence of all the stockholders entitled to vote, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 2.06. ORGANIZATION. At each meeting of the stockholders, one
of the following shall act as chairman of the meeting and preside thereat, in
the following order of precedence:
(a) the Chairman of the Board;
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(b) the President;
(c) any other officer of the Corporation designated by the Board of
Directors to act as chairman of such meeting and to preside thereat if the
Chairman of the Board or the President shall be absent from such meeting;
or
(d) a stockholder of record of the Corporation who shall be chosen
chairman of such meeting by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat.
The Secretary, or if he shall be presiding over the meeting in accordance with
the provisions of this section. 2.06, or if he shall be absent from such
meeting, the person (who shall be an Assistant Secretary, if an Assistant
Secretary shall be present thereat), whom the chairman of such meeting shall
appoint, shall act as secretary of such meeting and keep the minutes thereof.
SECTION 2.07. ORDER OF BUSINESS. The order of business at each meeting
of the stockholders shall be determined by the chairman of such meeting, but
such order of business may be changed by a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote thereat.
SECTION 2.08. VOTING. Except as otherwise provided by law or by the
Certificate of Incorporation or these By-laws, at each meeting of the
stockholders, every stockholder of the Corporation shall be entitled to one vote
in person or by proxy for each share of stock of the Corporation held by him and
registered in his name on the books of the Corporation:
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(a) on the date fixed pursuant to Section 7.03 of these By-laws as the
record date for the determination of stockholders entitled to vote at such
meeting; or
(b) if no such record date shall have been fixed, 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.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Perons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation, he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee or his proxy may represent such stock and vote thereon. If
shares or other securities having voting power stand in the record of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary of the Corporation shall be given the written notice to the
contrary and shall be furnished with a copy of the instrument or order
appointing them or creating the
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relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:
(a) if only one votes, his act binds all;
(b) if more than one votes,the act of the majority so voting binds
all; and
(c) if more than one votes, but the vote is evenly split on any
particular matter, such shares shall be voted in the manner provided by
law.
If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section 2.08 shall
be the majority or even-split in interest. The Corporation shall not vote
directly or indirectly any share of its own capital stock. Any vote of stock may
be given by the stockholder entitled thereto in person or by his proxy appointed
by an instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized, delivered to the secretary of the meeting; provided,
however, that no proxy shall be voted after three years from its date, unless
said proxy provides for a longer period. At all meetings of the stockholders,
all matters (except where other provision is made by law or by the Certificate
of Incorporation or these By-laws) shall be decided by the vote of a majority in
interest of the stockholders present in person or by proxy at such meeting and
entitled to vote thereon, a quorum being present. Unless demanded by a
stockholder present in person or by proxy at any meeting and entitled to vote
thereon, the vote on any question need not be by ballot. Upon a demand by any
such stockholder for a vote by
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ballot upon any question, such vote by ballot shall be taken. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.
SECTICN 2.09. INSPECTION. The chairman of the meeting may at any time
appoint two or more inspectors to serve at any meeting of the stockholders. Any
inspector may be removed, and a new inspector or inspectors appointed, by the
Board of Directors at any time. Such inspectors shall decide upon the
qualifications of voters, accept and count the votes for and against the
question, respectively, declare the results of such vote and subscribe and
deliver to the secretary of the meeting a certificate stating the number of
shares of stock issued and outstanding and entitled to vote thereon and number
of shares voted for and against the question, respectively. The inspectors need
not be stockholders of the Corporation and any director or officer of the
Corporation may be an inspector on any question other than a vote for or against
his election to any position with the Corporation or on any other question in
which he may be directly interested. Before acting as herein provided, each
inspector shall subscribe an oath faithfully to execute the duties of an
inspector with strict impartiality and according to the best of his ability.
SECTION 2.10. LIST OF STOCKHOLDERS. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the
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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 any such
meeting, during ordinary business hours, for a period of at least ten days prior
to such meeting, either at a place within the city where such 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. Such 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 2.11. WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such 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.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS. The business, property and affairs of
the Corporation shall be managed by the Board of Directors. The Board may
exercise all such authority and powers of the Corporation and do all such lawful
acts and things as are not prohibited by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders
SECTION 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The number of
directors which shall constitute the whole Board of Directors shall be fixed
from time to time by a vote of a majority of the whole Board of Directors. Each
of the directors of the Corporation shall hold office until the annual meeting
next after his election and until his successor shall be elected and shall
qualify or until his earlier death or resignation or removal in the manner
hereinafter provided.
SECTION 3.03. ELECTION OF DIRECTORS. At each meeting of the
stockholders for the election of directors at which a quorum is present, the
persons receiving the greatest number of votes, up to the number of directors to
be elected, of the stockholders present in person or by proxy and entitled to
vote thereon shall be the directors. Unless an election by ballot shall be
demanded as provided in Section 2.08 of these By-laws, election of directors may
be conducted in any manner approved at such meeting.
SECTION 3.04. QUORUM AND MANNER OF ACTING. A majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting. The affirmative vote of a majority of the directors present at
any meeting at which a quorum is present shall be required for the
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taking of any action by the Board of Directors. In the absence of a quorum at
any meeting of the Board, such meeting, unless it be the first meeting of the
Board, need not be held, or a majority of the directors present thereat or, if
no director be present, the Secretary may adjourn such meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.
SECTION 3.05. OFFICES, PLACE OF MEETINGS AND RECORDS. The Board of
Directors may hold meetings, have an office or offices and keep the books and
records of the Corporation at such place or places within or without the State
of Delaware, as the Board of Directors may from time to time determine, and as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
SECTION 3.06. ANNUAL MEETING. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable following each annual election of
directors. Such meeting shall be called and held at the place and time specified
in the notice or waiver of notice thereof as in the case of a special meeting of
the Board of Directors.
SECTION 3.07. REGULAR MEETING. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board of
Directors shall from time to time by resolution determine. Notice of regular
meetings of the Board of Directors need not be given.
SECTION 3.08. SPECIAL MEETINGS; NOTICE. Special meetings of the Board
of Directors shall be held whenever called by the President or by two of
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the directors. Notice of each such meeting shall be mailed, by the Secretary to
each director, addressed to him at his residence or usual place of business, at
least two days before the day on which the meeting is to be held, or shall be
sent to him at his residence or at such place of business by telegraph, cable or
radio, or be delivered personally or by telephone, not later than two days
before the day on which the meeting is to be held. Each such notice shall state
the time and place of the meeting but need not state the purposes thereof except
as otherwise herein expressly provided. Notice of any such meeting need not be
given to any director, however, if waived by him in writing or by telegraph,
cable or radio, whether before or after such meeting shall be held, or if he
shall be present at such meetings; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given, if all of the directors
shall be present thereat.
SECTION 3.09. ORGANIZATION. At each meeting of the the Board of
Directors, the Chairman of the Board, or in the absence of the Chairman of the
Board, any director chosen by a majority of the directors present thereat, shall
preside. The Secretary, or in his absence, an Assistant Secretary of the
Corporation, or in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of the meeting shall appoint, shall act as Secretary of
such meeting and keep the minutes thereof.
SECTION 3.10. ORDER OF BUSINESS. At all meetings of the Board of
Directors business shall be transacted in the order determined by the Board of
Directors.
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SECTION 3.11. ACTION BY CONSENT. 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 prior to such action a written consent thereto
is signed by all members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board of Directors or such committee.
SECTION 3.12. TELEPHONE ETC. MEETINGS. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or 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 such meeting.
SECTION 3.13. REMOVAL OF DIRECTORS. Any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board of Directors caused by any such removal may be filled by such stockholders
at such meeting, or, if the stockholders shall fail to fill such vacancy, as in
these By-laws provided.
SECTION 3.14. RESIGNATION. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Chairman of the
Board, the President or the Secretary of the Corporation. Such resignation
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shall take effect at the time specified therein, or, if the time when it shall
become effective shall not be specified therein, then it shall take effect when
accepted by action of the Board of Directors. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 3.15. VACANCIES. Any vacancy in the Board of Directors caused
by death, resignation, removal, disqualification, an increase in the number of
directors or any other cause, may be filled by a majority vote of the remaining
directors then in office, or by a sole remaining director, or by the
stockholders of the corporation at the next annual meeting or any special
meeting called for the purpose and each director so elected shall hold office
until his earlier resignation or removal.
SECTION 3.16. COMPENSATION. Each director, in consideration of his
serving as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at directors' meetings, or both, as the
Board of Directors shall from time to time determine. The Board of Directors may
likewise provide that the Corporation shall reimburse each director or member of
a committee for any expenses incurred by him on account of his attendance at any
such meeting. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving proper
compensation therefore.
SECTION 3.17. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
Corporation shall indemnify, in the manner and to the full extent permitted by
law, any person (or the estate of any person) who was or is a party to, or is
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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, 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. Where required by law, the indemnification
provided for herein shall be made only as authorized in the specific case upon a
determination, in the manner provided by law, that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
Corporation may, to the full extent permitted, purchase and maintain insurance
on behalf of any such person against any liability which may be asserted against
him. To the full extent permitted by law, the indemnification provided herein
shall include expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement, and, in the manner provided by law, any such expenses may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding. The indemnification provided herein shall not be deemed to limit
the right of the Corporation to indemnify any other person for any such expenses
to the full extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
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.
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ARTICLE IV
COMMITTEES
The Board of Directors may, by resolution or resolutions, passed by a
majority of the whole Board of Directors, designate one or more committees, each
such committee to consist of one or more directors of the Corporation, which to
the extent provided in said resolution or resolutions 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 to
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. A majority of all the members of any such
committee may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The Board of Directors
shall have power to change the members of any such committee at any time, to
fill vacancies and to discharge any such committee, either with or without
cause, at any time.
ARTICLE V
OFFICERS
SECTION 5.01. NUMBER. The principal officers of the Corporation shall
be a Chairman or the Board, President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors and one or more of
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whom may be designated as Executive or Senior Vice Presidents), a Secretary and
a Treasurer. In addition, there may be such subordinate officers, agents and
employees as may be appointed in accordance with the provisions of Section 5.03.
Any two or more offices may be held by the same person.
SECTION 5.02. ELECTION, QUALIFICATIONS AND TERM OF OFFICE. Each
officer of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.03, shall be elected annually by the
Board of Directors, and shall hold office until his successor shall have been
duly elected and qualified, or until his death, or until he shall have resigned
or shall have been removed in the manner herein provided.
SECTION 5.03. OTHER OFFICERS. The Corporation may have such other
officers, agents and employees as the Board of Directors may deem necessary,
including one or more Assistant Secretaries, one or more Assistant Treasurers, a
Comptroller and one or more Assistant Comptrollers, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors, the Chairman of the Board or the President may from time to
time determine. The Board of Directors may delegate to any principal officer the
power to appoint or remove any such subordinate officers, agents or employees.
SECTION 5.04. REMOVAL. Any officer may be removed, either with or
without cause, by the vote of the majority of the whole Board of Directors or,
except in case of any officer elected by the Board of Directors, by any officer
upon whom the power of removal may be conferred by the Board of Directors.
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SECTION 5.05. RESIGNATION. Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board or
the President. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, then it shall take effect when accepted by action of the Board of
Directors. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 5.06. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular election or appointment to such office.
SECTION 5.07. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
be the senior executive officer of the Corporation and shall preside at all
meetings of the Board of Directors. Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign or countersign all certificates, contracts and other
instruments of the Corporation.
SECTION 5.08. PRESIDENT. The President shall be the chief executive,
administrative and operating officer of the Corporation and shall have general
and active management of the business of the Corporation, and supervision of the
other officers, agents and employees of the Corporation. He shall perform all
duties and have such responsibilities as from time to time may be determined by
the Board of Directors.
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SECTION 5.09. VICE PRESIDENT. Each Vice President shall have such
powers and perform such duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board or the President.
SECTION 5.10. SECRETARY. The Secretary shall:
(a) record and keep or cause to be kept in one or more a books
provided for the purpose, the minutes of the meetings of the Board, the
committees of the Board and the stockholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-laws and as required by law;
(c) be custodian of all records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation
(unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the Board, the Chairman of the Board or the President.
SECTION 5.11. THE TREASURER. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation,
and shall deposit all such funds to the credit of the Corporation in
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such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of these By-laws; he shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, making proper
vouchers for such disbursements, and shall render to the Board of Directors,
whenever the Board may require him so to do, and shall present at the annual
meeting of the stockholders, a statement of all his transactions as Treasurer;
and, in general, he shall perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board or the President.
SECTION 5.12. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and none of such officers shall be
prevented from receiving a salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 6.01. EXECUTION OF CONTRACTS. The Board of Directors may
authorize any officer or officers or agent or agents of the Corporation to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
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SECTION 6.02. LOANS. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors. Such
authority may be general or confined to specific instances. When so authorized
the officer or officers thereunto authorized may effect loans and advances at
any time for the Corporation from any bank, trust company or other institution,
or from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory notes or other evidences of indebtedness of
the Corporation and, when authorized as aforesaid, as security for the payment
of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation and to that end execute instruments of
mortgage or pledge or otherwise transfer such property.
SECTION 6.03. CHECKS, DRAFTS, ETC. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes, or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, agent or agents, attorney or attorneys, employee or employees, of the
Corporation as shall from time to time be determined by resolution of the Board
of Directors.
SECTION 6.04. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of
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Directors may from time to time designate, or as may be designated by an officer
or officers or agent or agents of the Corporation to whom such power may be
delegated by the Board of Directors for the purpose of such deposit and for the
purpose of collection for the account of the Corporation, all checks, drafts,
and other orders for the payment of money which are payable to the order of the
Corporation, may be endorsed, assigned and delivered by any officer of the
Corporation or in such other manner as may from time to time be determined by
resolution of the Board of Directors.
SECTION 6.05. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS.
Unless otherwise provided by resolution adopted by the Board of Directors, the
Chairman of the Board, the President or a Vice President may from time to time
appoint an attorney or attorneys, or agent or agents, of the Corporation, in the
name and on behalf of the Corporation to cast the votes which the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other Corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
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ARTICLE VII
BOOKS AND RECORDS
SECTION 7.01. PLACE. The books and records of the Corporation may be
kept at such places within or without the State of Delaware, as the Board of
Directors may from time to time determine. The stock record books and the blank
stock cerificate books shall be kept by the Secretary or by any other officer or
agent designated by the Board of Directors.
SECTION 7.02. ADDRESSES OF STOCKHOLDERS. Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served upon or mailed to him,
and if any stockholder shall fail to designate such address, corporate notices
may be served upon him by mail, postage prepaid, to him at his post office
address last known to the Secretary of the Corporation, or by transmitting a
notice thereof to him at such address by telephone or cable.
SECTION 7.03 FIXING A DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or at any adjournment
thereof, or to express consent to corporate action 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 exchange or
conversion of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, the record date, which shall not be more than
sixty nor less than ten days before
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the date of such meeting, nor more than sixty days prior to any other action. If
no such record date shall be fixed by the Board of Directors, the record date
for determining stockholders for any purpose other than entitlement to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day on which the Board of Directors shall adopt the resolution relating thereto.
ARTICLE VIII
SHARES AND THEIR TRANSFER
SECTION 8.01. CERTIFICATES OF STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Each such certificate shall be signed by, or in the
name of the Corporation by, the President or a Vice President and the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation. In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate had not ceased to be such officer or officers of the Corporation.
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SECTION 8.02. RECORD. A record shall be kept of the name of the
person, firm or corporation owning the stock represented by each certificate for
stock of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
SECTION 8.03. TRANSFER OF STOCK. Transfer of shares of the stock of
the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
the surrender of the certificate or certificates for such shares properly
endorsed.
SECTION 8.04. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of
the alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.
ARTICLE IX
DIVIDENDS AND RESERVES
The Board of Directors may, from time to time, determine whether any,
and, if any, what part of the net profits of the Corporation, or of its net
assets in excess of its capital, available therefore pursuant to law and to the
Certificate of Incorporation, shall be declared by it as dividends on the stock
of the
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Corporation. The Board of Directors may, in its discretion, in lieu of declaring
any such dividend, use and apply any of such net profits or net assets as a
reserve for working capital, to meet contingencies, for the purpose of
maintaining or increasing the property or business of the Corporation or for any
other lawful purpose which it may think conducive to the best interests of the
Corporation.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal, which shall be
in the form or a circle and shall bear the name of the Corporation and the words
and figures "Corporate Seal 1982, Delaware".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be from January 1 through
December 31, and shall be subject to change by the Board of Directors.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by statute, these
By-laws or the Certificate of Incorporation, 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.
ARTICLE XIII
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AMENDMENTS
These By-laws may be altered, amended or repealed by the vote of a
majority of the whole Board of Directors, subject to the power of the holders of
a majority of the outstanding stock of the Corporation entitled to vote in
respect thereof, by their vote given at an annual meeting or at any special
meeting, to alter, amend or repeal any By-law made by the Board of Directors.