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EXHIBIT 3.2
FEDEX CORPORATION
SECOND AMENDED AND RESTATED BYLAWS
ADOPTED AND EFFECTIVE AS OF MAY 28, 2004
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TABLE OF CONTENTS
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ARTICLE I. OFFICES......................................................................1
1 Registered Office and Agent..................................................1
2 Other Offices................................................................1
ARTICLE II. MEETINGS OF STOCKHOLDERS.....................................................1
1 Place of Meetings............................................................1
2 Annual Meeting...............................................................1
3 Notice of Annual Meeting.....................................................1
4 List of Stockholders Entitled to Vote........................................1
5 Special Meetings.............................................................2
6 Notice of Special Meeting....................................................2
7 Quorum; Adjournment of Meetings..............................................2
8 Required Vote................................................................2
9 Voting; Proxies..............................................................3
10 Conduct of Meeting...........................................................3
11 Action Without a Meeting.....................................................3
12 Nomination of Directors and Stockholder Business at Annual Meeting...........3
ARTICLE III. DIRECTORS....................................................................4
1 Number, Election and Term of Directors.......................................4
2 Newly Created Directorships and Vacancies....................................5
3 Powers.......................................................................5
4 Place of Meetings; Minutes...................................................5
5 Regular Meetings.............................................................5
6 Special Meetings.............................................................6
7 Quorum; Required Vote; Adjournment...........................................6
8 Action Without a Meeting.....................................................6
9 Board Committees.............................................................6
10 Committee Authority..........................................................6
11 Committee Procedure and Meetings.............................................7
12 Compensation.................................................................7
ARTICLE IV. NOTICES......................................................................7
1 Method.......................................................................7
2 Waiver.......................................................................7
ARTICLE V. OFFICERS.....................................................................7
1 Titles; Election; Term of Office.............................................7
2 Removal......................................................................8
3 Vacancies....................................................................8
4 Powers and Duties............................................................8
5 Compensation.................................................................8
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ARTICLE VI. INDEMNIFICATION..............................................................8
1 Rights to Indemnification and Advancement of Expenses........................8
2 Non-Exclusivity of Rights....................................................9
3 Nature of Rights.............................................................9
ARTICLE VII. MISCELLANEOUS PROVISIONS.....................................................9
1 Shares of Stock..............................................................9
2 Stock Certificates...........................................................9
3 Lost, Stolen or Destroyed Certificates.......................................9
4 Record Date..................................................................9
5 Registered Stockholders.....................................................10
6 Dividends...................................................................10
7 Fiscal Year.................................................................10
8 Seal........................................................................10
9 Resignations................................................................10
10 Invalid Provisions..........................................................10
11 Headings....................................................................10
ARTICLE VIII. AMENDMENTS..................................................................11
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FEDEX CORPORATION
SECOND AMENDED AND RESTATED BYLAWS
ARTICLE I. OFFICES
Section 1. REGISTERED OFFICE AND AGENT. The registered office and
registered agent of the corporation in the State of Delaware shall be as
designated from time to time by the appropriate filing by the corporation in the
office of the Secretary of State of the State of Delaware.
Section 2. OTHER OFFICES. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place, either within or without the State of Delaware, as shall be
designated by the board of directors and stated in the notice of the meeting or
in a duly executed waiver of notice thereof. The board of directors may, in its
sole discretion, determine that a meeting shall not be held at any place, but
may instead be held solely by means of remote communication in accordance with
the General Corporation Law of the State of Delaware.
Section 2. ANNUAL MEETING. An annual meeting of stockholders shall be
held on such date and at such time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof. At each annual meeting, the stockholders shall elect
directors and transact such other business as may properly be brought before the
meeting.
Section 3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place (if any), date and time of the meeting and the means of remote
communication (if any) by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.
Section 4. LIST OF STOCKHOLDERS ENTITLED TO VOTE. 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 and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
ten days prior to the meeting, either (a) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (b) during ordinary business hours,
at the principal place of business of the corporation. If the corporation
determines to make the list available on an electronic network, the corporation
may take
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reasonable steps to ensure that such information is available only to
stockholders. If the meeting is to be held at a place, the list shall 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. If the meeting
is to be held solely by means of remote communication, the list shall also be
open to the examination of any stockholder during the whole time of the meeting
on a reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting.
Section 5. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the chairman of the board and
chief executive officer and shall be called by the chairman of the board and
chief executive officer or secretary at the request in writing of a majority of
the board of directors. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. NOTICE OF SPECIAL MEETING. Written notice of a special meeting
stating the place (if any), date and time of the meeting, the means of remote
communication (if any) by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice of such meeting or in a duly
executed waiver of notice of such meeting.
Section 7. QUORUM; ADJOURNMENT OF MEETINGS. Except as otherwise provided
by law or the certificate of incorporation, the holders of a majority of the
outstanding shares entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at any meeting of stockholders.
If a quorum shall not be present or represented at any meeting of stockholders,
the holders of a majority of the shares entitled to vote at the meeting who are
present in person or represented by proxy or the chairman of the meeting may
adjourn the meeting until a quorum shall be present or represented. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place (if any) thereof and the means of remote
communication (if any) by which stockholders and proxy holders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 8. REQUIRED VOTE. When a quorum is present at any meeting of
stockholders, the vote of the holders of a majority of the shares present in
person or represented by proxy at the meeting and entitled to vote shall decide
any question (other than the election of directors) brought before such meeting,
unless the question is one upon which, by express provision of law, the
certificate of incorporation or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question. Directors shall be
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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.
Section 9. VOTING; PROXIES. Unless otherwise provided in the certificate
of incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stockholder or as
permitted by law. Such proxy must be filed with the secretary of the corporation
or his or her representative or otherwise delivered telephonically or
electronically as set forth in the applicable proxy statement, at or before the
time of the meeting. No proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
Section 10. CONDUCT OF MEETING. Except to the extent inconsistent with any
rules and regulations adopted by the board of directors for the conduct of any
meeting of stockholders, the chairman of any meeting of stockholders shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such chairman, are appropriate for
the proper conduct of the meeting.
Section 11. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the stockholders of the corporation must be effected at a duly
called annual or special meeting of such holders and may not be effected by any
consent in writing by such holders. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the common stock of the corporation as to dividends or upon
liquidation, special meetings of stockholders of the corporation may be called
only by the board of directors pursuant to a resolution approved by a majority
of the entire board of directors.
Section 12. NOMINATION OF DIRECTORS AND STOCKHOLDER BUSINESS AT ANNUAL
MEETING. Nominations of persons for election to the board of directors or
proposals of any other matter for stockholder action may be made at an annual
meeting of stockholders by any stockholder who is entitled to vote at the
meeting, who has complied with the notice procedures set forth in this Section
and who was a stockholder of record at the time of giving such notice. For
business other than a nomination to be properly brought before an annual meeting
by a stockholder, such business must be a proper matter for stockholder action.
A notice of a stockholder to make a nomination or to bring any other matter for
stockholder action before an annual meeting of stockholders shall be made in
writing and received by the secretary of the corporation not more than 120 days
and not less than ninety days in advance of the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event that
the annual meeting is called on a date that is not within thirty days before or
after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day following the first
to occur of the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made. In no event
shall the public announcement of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above.
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Every such notice by a stockholder shall set forth:
(a) the name and address of the stockholder who intends to make a
nomination or bring up any other matter;
(b) a representation that the stockholder is a holder of the
corporation's voting stock (indicating the class and number of shares
owned) and intends to appear in person or by proxy at the meeting to
make the nomination or bring up the matter specified in the notice;
(c) with respect to notice of an intent to make a nomination, a
description of all agreements, arrangements or understandings
(whether written or oral) among the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
stockholder;
(d) with respect to notice of an intent to make a nomination, the name
and address of each nominee and such other information regarding each
nominee proposed by such stockholder as would have been required to
be included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission had each nominee been
nominated by the board of directors of the corporation; and
(e) with respect to notice of an intent to bring up any other matter, a
description of the matter, including the complete text of any
resolutions intended to be presented at the meeting, the reasons for
bringing up such matter at the meeting and any personal or other
material interest of the stockholder in the matter.
A stockholder seeking to make a nomination or bring up any other proper
matter for stockholder action before an annual meeting shall promptly provide to
the corporation any other information reasonably requested by the corporation.
Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as a director of the corporation if so elected.
At the annual meeting of stockholders, the chairman of the meeting shall
declare out of order and disregard any nomination or other matter proposed to be
brought before the meeting that has not been made in accordance with this
Section.
ARTICLE III. DIRECTORS
Section 1. NUMBER, ELECTION AND TERM OF DIRECTORS. Subject to the
provisions of any resolution or resolutions of the board of directors providing
for the issuance of any series of preferred stock pursuant to article fourth of
the certificate of incorporation, the number of directors which shall constitute
the whole board shall be not less than nine or more than fifteen and the board
of directors shall be divided into three classes as nearly equal in number as
possible, as determined by the board of directors. The terms of office of the
directors originally classified shall be as follows: that of Class III shall
expire at the next annual meeting of
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stockholders in 1998, Class I at the second succeeding annual meeting of
stockholders in 1999 and Class II at the third succeeding annual meeting of
stockholders in 2000. At each annual meeting of stockholders after such original
classification, directors chosen to succeed those whose terms then expire shall
be elected for a term of office expiring at the third succeeding annual meeting
of stockholders after their election. Subject to the provisions of any
resolution or resolutions of the board of directors providing for the issuance
of any series of preferred stock pursuant to article fourth of the certificate
of incorporation, if the number of directors is increased by the board of
directors and any newly created directorships are filled by the board of
directors, as provided in Section 2 of this Article, such additional directors
shall be classified by the board of directors as provided above so that the
three classes remain as nearly equal in number as possible and shall hold office
until the next election of the class for which such directors shall have been
chosen and until their successors shall have been elected and qualified.
Directors elected by the board of directors, as provided in Section 2 of this
Article, to fill a vacancy shall hold office for a term expiring at the annual
meeting at which the term of the class to which they shall have been elected
expires. The foregoing notwithstanding, each director shall serve until his
successor shall have been duly elected and qualified, unless he shall resign,
become disqualified, disabled or shall otherwise be removed. No decrease in the
number of directors constituting the board of directors shall shorten the term
of any incumbent director.
Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
provisions of any resolution or resolutions of the board of directors providing
for the issuance of any series of preferred stock pursuant to article fourth of
the certificate of incorporation, vacancies and newly created directorships
resulting from an increase in the authorized number of directors shall be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next election of the class for which they shall have been chosen and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.
Section 3. POWERS. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors, which may exercise
all the powers of the corporation, subject to the restrictions imposed by law,
the certificate of incorporation or these bylaws.
Section 4. PLACE OF MEETINGS; MINUTES. The board of directors may hold
meetings, both regular and special, either within or without the State of
Delaware, and shall cause minutes of its proceedings to be prepared and placed
in the minute books of the corporation.
Section 5. REGULAR MEETINGS. Regular meetings of the board of directors
may be held without notice at such time and at such place as shall be determined
by the board.
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Section 6. SPECIAL MEETINGS. Special meetings of the board may be called
by the chairman of the board or the chief executive officer upon notice to each
director and shall be called by the chairman of the board, chief executive
officer or secretary in like manner and on like notice on the written request of
two or more directors. Neither the business to be transacted at, nor the purpose
of, any special meeting of the board need be specified in the notice of such
meeting.
Section 7. QUORUM; REQUIRED VOTE; ADJOURNMENT. At all meetings of the
board a majority of the total number of directors shall constitute a quorum for
the transaction of business. The act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by law or the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present may adjourn the meeting, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 8. 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 committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the board or committee.
Section 9. BOARD COMMITTEES. The board of directors may designate one or
more committees, each committee to consist of one or more directors appointed by
the board of directors. The number of committee members may be increased or
decreased by the board of directors. Each committee member shall serve as such
until the earliest of the expiration of his or her term as a director or his or
her death or resignation or removal as a committee member or as a director. The
board of directors shall have the power at any time to fill vacancies in, to
change the membership of and to discharge any committee. The board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.
Section 10. COMMITTEE AUTHORITY. Any such committee 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 as may be delegated to
it by the board of directors, except to the extent expressly restricted by law,
the certificate of incorporation or these bylaws. Each committee shall have such
name as may be determined by the board of directors. Unless otherwise provided
in the certificate of incorporation, these bylaws or a resolution of the board
of directors, each committee may form and delegate authority to any subcommittee
as it deems appropriate or advisable.
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Section 11. COMMITTEE PROCEDURE AND MEETINGS. Each committee shall cause
minutes of its proceedings to be prepared and shall report the same to the board
of directors when requested. Unless the board of directors otherwise provides,
each committee may determine its own rules and procedures for the conduct of its
business. At every meeting of a board committee, fifty percent or more of the
total number of members shall constitute a quorum and the act of a majority of
the members present at such meeting shall be the act of the committee.
Section 12. COMPENSATION. Directors and members of committees may receive
such compensation for their services and such reimbursement for their expenses
as the board of directors shall determine.
ARTICLE IV. NOTICES
Section 1. METHOD. Whenever notice is required by law, the certificate of
incorporation or these bylaws to be given to any director, committee member or
stockholder, personal notice shall not be required and any such notice may be
given in writing (a) by mail, postage prepaid, addressed to such director,
committee member or stockholder at his or her address as it appears on the
records of the corporation, or (b) by any other method permitted by law
(including, but not limited to, overnight courier service, facsimile, electronic
mail or other means of electronic transmission). Any notice given by mail shall
be deemed to have been given when deposited in the United States mail as set
forth above. Any notice given by overnight courier service shall be deemed to
have been given when delivered to such service with all charges prepaid and
addressed as set forth above.
Section 2. WAIVER. Whenever notice is required by law, the certificate of
incorporation or these bylaws to be given to any director, committee member or
stockholder, a waiver thereof in writing signed by the person entitled to such
notice, or a waiver by electronic transmission by the person entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when such person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business on
the ground that the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of stockholders,
the board of directors or a committee of directors need be specified in any
written waiver of notice or any waiver by electronic transmission unless so
required by law, the certificate of incorporation or these bylaws.
ARTICLE V. OFFICERS
Section 1. TITLES; ELECTION; TERM OF OFFICE. The officers of the
corporation shall be a president, secretary and such other officers as the board
of directors may elect or appoint, including, without limitation, a chairman of
the board, a chief executive officer, one or more vice presidents (with each
vice president to have such descriptive title, if any, as the board of directors
shall determine), a treasurer, one or more assistant secretaries and one or more
assistant treasurers. Each officer shall hold office until his or her successor
has been duly elected and qualified or, if earlier, until his or her death,
resignation or removal. Any two or more offices may be held by the same person.
Except for the chairman of the board, none of the officers need be a director of
the
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corporation. The chairman of the board shall be the chief executive officer
of the corporation, unless the board of directors designates a different officer
as chief executive officer.
Section 2. REMOVAL. The board of directors may remove any officer of the
corporation with or without cause at any time. Election or appointment of an
officer shall not of itself create contract rights.
Section 3. VACANCIES. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
Section 4. POWERS AND DUTIES. Officers shall have such powers and duties
in the management of the corporation as (a) are provided in these bylaws, (b)
may be prescribed by the board of directors or by an officer authorized to do so
by the board, and (c) generally pertain to their respective offices, subject to
the control of the board of directors and any officer to whom they report. One
officer shall have responsibility for keeping the minutes of all proceedings of
the board of directors, board committees and stockholders in books provided for
that purpose, and shall attend to the giving and service of all notices.
Section 5. COMPENSATION. The compensation of officers shall be determined
by the board of directors; provided, however, that, unless otherwise provided by
law, the board of directors may delegate the power to determine the compensation
of any officer (other than the officer to whom such power is delegated) to the
independent members of the board, a committee of the board, the chairman of the
board, the president or such other officers as may be designated by the board or
a committee of the board.
ARTICLE VI. INDEMNIFICATION
Section 1. RIGHTS TO INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
corporation shall, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, (a) indemnify and hold harmless
any person who was or is made or is threatened to be made a party to, or is
otherwise involved in, any action, suit or proceeding by reason of the fact that
he or she is or was a director, officer or managing director (or its equivalent)
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 all liability and loss suffered and
expenses (including attorneys' fees) reasonably incurred by such person in
connection therewith, and (b) pay the expenses (including attorneys' fees)
incurred by any such person in defending any such action, suit or proceeding in
advance of its final disposition; provided, however, that the payment of
expenses incurred by a person in advance of the final disposition of the action,
suit or proceeding shall be made only upon receipt of an undertaking by the
person to repay all amounts advanced if it should ultimately be determined that
the person is not entitled to be indemnified under this Article or otherwise.
The corporation shall be required to indemnify and advance expenses to any such
person in connection with an action, suit or proceeding (or part thereof)
initiated by such person only if such action, suit or proceeding (or part
thereof) was authorized by the board of directors of the corporation.
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Section 2. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
the advancement of expenses, as conferred on any person by the provisions of
this Article, shall not be deemed exclusive of any other rights to which such
person may have or hereafter acquire under any law, provision of the certificate
of incorporation, these bylaws, any agreement, vote of stockholders or
disinterested directors, or otherwise.
Section 3. NATURE OF RIGHTS. The rights to indemnification and the
advancement of expenses provided by or granted pursuant to this Article shall
continue as to a person who has ceased to be a director, officer or managing
director (or its equivalent) and shall inure to the benefit of the heirs,
executors and administrators of such person. The provisions of this Article
shall be deemed to be a contract between the corporation and each director who
serves in such capacity at any time while this Article is in effect, and any
repeal or modification hereof shall not affect any rights or obligations then
existing with respect to any state of facts or any action, suit or proceeding
then or theretofore existing, or any action, suit or proceeding thereafter
brought or threatened based in whole or in part on any such state of facts.
ARTICLE VII. MISCELLANEOUS PROVISIONS
Section 1. SHARES OF STOCK. The shares of stock of the corporation shall
be represented by certificates or shall be uncertificated. The board of
directors shall have the power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of uncertificated shares or certificates for shares of stock of the
corporation.
Section 2. STOCK CERTIFICATES. Certificates for shares of stock of the
corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the chairman of the board or the
president or a 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
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a 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 or she were such officer, transfer agent or registrar at the date of
issue.
Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for
shares or uncertificated shares of stock of the corporation shall be issued in
place of any certificate alleged to have been lost, stolen or destroyed, except
on production of such evidence of such loss, theft or destruction and on
delivery to the corporation of a bond of indemnity in such amount, upon such
terms and secured by such surety as the board of directors or its designee may
require.
Section 4. 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 entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor
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more than sixty days prior to any other such action. 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 5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
Section 6. DIVIDENDS. The board of directors may declare, and the
corporation may pay, dividends on the corporation's outstanding shares of stock
in the manner and upon the terms and conditions provided by law and the
certificate of incorporation.
Section 7. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by the board of directors.
Section 8. SEAL. The seal of the corporation shall be in such form as may
from time to time be approved by the board of directors or by an officer
authorized to do so by the board. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.
Section 9. RESIGNATIONS. Any director, committee member or officer may
resign at any time upon notice given in writing or by electronic transmission to
the corporation. Such resignation shall take effect at the time specified in the
notice of resignation or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified in the notice of resignation, the acceptance
of such resignation shall not be necessary to make it effective.
Section 10. INVALID PROVISIONS. If any provision of these bylaws is held
to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of the stockholders would not be materially and
adversely affected thereby, such provision shall be fully separable, and these
bylaws shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, the remaining
provisions of these bylaws shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom, and in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of these bylaws, a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.
Section 11. HEADINGS. The headings used in these bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.
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ARTICLE VIII. AMENDMENTS
Subject to the provisions of the certificate of incorporation of the
corporation, these by-laws may be altered, amended, or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new by-laws is contained in
the notice of such special meeting. Notwithstanding the foregoing and anything
contained in these bylaws to the contrary, Sections 1 and 2 of Article III
herein shall not be altered, amended or repealed and no provision inconsistent
therewith shall be adopted without the affirmative vote of the holders of at
least 80% of the voting power of all the shares of the corporation entitled to
vote generally in the election of directors, voting together as a single class.
Notwithstanding anything contained in these by-laws to the contrary, the
affirmative vote of the holders of at least 80% of the voting power of all
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend,
adopt any provision inconsistent with or repeal this Article VIII.
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