Exhibit 3.2
BYLAWS
OF
DOLPHIN, INC.
(a Delaware corporation)
INDEX
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Page
ARTICLE I OFFICES .......................................................... 1
ARTICLE II STOCKHOLDERS' MEETINGS .......................................... 1
2.1 Places of Meetings ................................................ 1
2.2 Annual Meetings ................................................... 1
2.3 Special Meetings .................................................. 1
2.4 Voting ............................................................ 1
2.5 Quorum ............................................................ 2
2.6 List of Stockholders .............................................. 2
2.7 Action Without Meeting ............................................ 2
ARTICLE III BOARD OF DIRECTORS ............................................. 2
3.1 Powers ............................................................ 2
3.2 Election of Directors ............................................. 2
3.3 Compensation ...................................................... 3
3.4 Meetings and Quorum ............................................... 3
3.5 Committees ........................................................ 4
3.6 Conference Telephone Meetings ..................................... 4
3.7 Action Without Meeting ............................................ 4
ARTICLE IV OFFICERS ........................................................ 4
4.1 Titles and Election ............................................... 4
4.2 Duties ............................................................ 5
(a) Chairman of the Board of Directors ............................ 5
(b) Chief Executive Officer ....................................... 5
(c) President ..................................................... 5
(d) Vice Presidents ............................................... 5
(e) Secretary ..................................................... 6
(f) Treasurer ..................................................... 6
(g) Assistant Secretaries and Treasurers .......................... 6
4.3 Delegation of Authority ........................................... 6
4.4 Compensation ...................................................... 6
ARTICLE V RESIGNATIONS, VACANCIES AND REMOVALS ............................. 7
5.1 Resignations ...................................................... 7
5.2 Vacancies ......................................................... 7
(a) Directors ..................................................... 7
(i)
(b) Officers ...................................................... 7
5.3 Removals .......................................................... 7
(a) Directors ..................................................... 7
(b) Officers ...................................................... 7
ARTICLE VI CAPITAL STOCK ................................................... 7
6.1 Certificates of Stock ............................................. 7
6.2 Transfer of Stock ................................................. 8
6.3 Record Dates ...................................................... 8
6.4 Lost Certificates ................................................. 8
ARTICLE VII FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC. ....................... 8
7.1 Fiscal Year ....................................................... 8
7.2 Bank Deposit, Checks, Etc. ........................................ 9
ARTICLE VIII BOOKS AND RECORDS ............................................. 9
8.1 Place of Keeping Books ............................................ 9
8.2 Examination of Books .............................................. 9
ARTICLE IX NOTICES ......................................................... 9
9.1 Requirements of Notice ............................................ 9
9.2 Waivers ........................................................... 9
ARTICLE X SEAL .............................................................10
ARTICLE XI POWERS OF ATTORNEY ..............................................10
ARTICLE XII INDEMNIFICATION; INTERESTED PARTIES ............................10
12.1 Indemnification ..................................................10
12.2 Miscellaneous ....................................................10
ARTICLE XIII AMENDMENTS ....................................................10
13.1 Amendment or Repeal ..............................................10
13.2 Stockholder Proposals ............................................11
(ii)
DOLPHIN, INC.
BYLAWS
ARTICLE I
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OFFICES
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Dolphin, Inc. (the "Corporation") shall at all times
maintain a registered office in the State of Delaware and a registered agent
at that address but may have other offices located in or outside of the State
of Delaware as the Board of Directors may from time to time determine.
ARTICLE II
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STOCKHOLDERS' MEETINGS
----------------------
2.1 PLACES OF MEETINGS. All meetings of stockholders shall be
held at such place or places in or outside of the State of Delaware as the
Board of Directors may from time to time determine or as may be designated in
the notice of meeting or waiver of notice thereof, subject to any provisions
of the laws of the State of Delaware.
2.2 ANNUAL MEETINGS. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may
properly come before the meeting shall be held on such date within five (5)
months after the end of each fiscal year of the Corporation and at such time
as may be designated from time to time by the Board of Directors. If the
annual meeting is not held as specified in the preceding sentence, it may be
held as soon thereafter as convenient and shall be called the annual meeting.
Written notice of the time and place of the annual meeting shall be given by
mail to each stockholder entitled to vote thereat at the address of such
stockholder as it appears on the records of the Corporation, not less than
ten (10) nor more than sixty (60) days prior to the scheduled date thereof,
unless such notice is waived as provided in Article IX of these Bylaws.
2.3 SPECIAL MEETINGS. Special meetings of stockholders may be
called at any time by the Chairman of the Board of Directors, a majority of
the Board of Directors or the holder or holders of not less than 10% of all
the shares of stock entitled to vote on the issue proposed to be considered
at the meeting. Written notice of the time, place and specific purposes of
such meeting shall be given by mail to each stockholder entitled to vote
thereat at the address of such stockholder as it appears on the records of
the Corporation, not less than ten (10) nor more than sixty (60) days prior
to the scheduled date thereof, unless such notice is waived as provided in
Article IX of these Bylaws.
2.4 VOTING. At all meetings of stockholders, each stockholder
entitled to vote on the record date, as determined under Article VI, Section
6.3 of these Bylaws or, if not so determined, as prescribed under the General
Corporation Law of the State of Delaware, shall be entitled to one vote for
each share of stock standing of record in the name of such stockholder,
subject to any restrictions or qualifications set forth in the Certificate of
Incorporation or any amendment thereto.
2.5 QUORUM. At any meeting of stockholders, a majority of the
number of shares of stock outstanding and entitled to vote thereat, present
in person or by proxy, shall constitute a quorum, but a smaller interest may
adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice, subject to such limitations as may be
imposed under the General Corporation Law of the State of Delaware. When a
quorum is present at any meeting, a majority of the number of shares of stock
entitled to vote present thereat shall decide any question brought before
such meeting unless the question is one upon which a different vote is
required by the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or these Bylaws, in which case such express
provision shall govern.
2.6 LIST OF STOCKHOLDERS. At least ten (10) days before every
meeting, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of and the number of
shares registered in the name of each stockholder, shall be prepared by the
Secretary or the transfer agent in charge of the stock ledger of the
Corporation. Such list shall be open for examination by any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (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 whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall
represent conclusive evidence as to who are the stockholders entitled to
examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.
2.7 ACTION WITHOUT MEETING. Action required to be taken or
which may be taken at any annual meeting or special meeting of stockholders
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 all the holders of outstanding stock entitled to vote on such
action, and shall be delivered in the manner specified by law or by the
Corporation's Certificate of Incorporation.
ARTICLE III
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BOARD OF DIRECTORS
------------------
3.1 POWERS. The business and affairs of the Corporation shall
be carried on by or under the direction of the Board of Directors, which
shall have all the powers authorized by the General Corporation Law of the
State of Delaware, subject to such limitations as may be provided by the
Certificate of Incorporation or these Bylaws.
3.2 ELECTION OF DIRECTORS. Directors shall be elected at each
annual meeting of stockholders as provided in the Certificate of
Incorporation, each director so elected to serve until the election and
qualification of his or her successor or until his or her earlier death,
resignation, retirement, disqualification or removal from office. Directors
need not be stockholders, nor need they be residents of the State of Delaware.
3.3 COMPENSATION. The Board of Directors, or a committee
thereof, may from time to time by resolution authorize the payment of fees or
other compensation to the directors for
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services as such to the Corporation, including, but not limited to, fees for
serving as members of the Board of Directors or any committee thereof and for
attendance at meetings of the Board of Directors or any committee thereof,
and may determine the amount of such fees and compensation. Directors shall
in any event be paid their reasonable travel and other expenses for
attendance at all meetings of the Board or committees thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor in
amounts authorized or otherwise approved from time to time by the Board of
Directors or any committee thereof.
3.4 MEETINGS AND QUORUM. Meetings of the Board of Directors
may be held either in or outside of the State of Delaware. A quorum shall be
one-half (1/2) of the then-authorized number of directors.
The Board of Directors shall, at the close of each annual
meeting of stockholders and without further notice other than these Bylaws,
if a quorum of directors is then present or as soon thereafter as may be
convenient, hold a regular meeting for the election of officers and the
transaction of any other business. At such meeting they shall elect a
President, a Secretary and a Treasurer, and may elect any such other officers
as they deem proper, none of whom except the Chairman of the Board, if
elected, need be members of the Board of Directors.
The Board of Directors may from time to time provide for the
holding of regular meetings with or without notice and may fix the times and
places at which such meetings are to be held. Meetings other than regular
meetings may be called at any time by the President or the Chairman of the
Board of Directors and must be called by the President or the Secretary or an
Assistant Secretary upon the request of any director.
Notice of each meeting, other than a regular meeting (unless
required by the Board of Directors), shall be given to each director by
mailing the same to each director at his or her residence or business address
at least five days before the meeting or by delivering the same to him
personally or by telephone, telegraph or telecopier at least two days before
the meeting unless, in case of exigency, the Chairman of the Board of
Directors, the President or the Secretary shall prescribe a shorter notice to
be given personally, or notice may alternatively be given by telephone,
telegraph, telecopier, cable or wireless to all or any one or more of the
directors at their respective residences or places of business. Notice by
mail shall be deemed to be given at the earlier of (a) receipt thereof, or
(b) five (5) days after it is deposited in the United States mail with
first-class postage affixed thereon. Notice to directors may also be given
by telecopier transmission to the director's telecopier transmission number
supplied for the purpose of telecopier transmissions and, upon actual
confirmation of such receipt by the director, such notice shall be deemed to
be given as of the date and time of telephonic confirmation of receipt.
Telephonic notice shall be deemed given at such a time as such notice is
actually provided to the director.
Notice of any meeting shall state the time and place of such
meeting, but need not state the purposes thereof unless otherwise required by
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, the Bylaws or by the order of the Board of Directors.
-3-
3.5 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, provide for committees
of two or more directors and shall elect the members thereof to serve at the
pleasure of the Board of Directors and may designate one of such members to
act as chairman thereof. The Board of Directors may at any time change the
membership of any committee, fill vacancies in it, designate alternate
members to replace any absent or disqualified members at any meeting of such
committee or dissolve it. During the intervals between the meetings of the
Board of Directors, the Executive Committee (if one shall have been
constituted) shall possess and may exercise any or all of the powers of the
Board of Directors in the management or direction of the business and affairs
of the Corporation and under the Bylaws to the extent authorized by
resolution adopted by a majority of the whole Board of Directors and subject
to such limitations as may be imposed by the General Corporation Law of the
State of Delaware.
Each committee may determine its rules of procedure and the
notice to be given of its meetings (although in the absence of any special
notice procedure, the notice provisions of Section 3.4 hereof shall govern),
and it may appoint such other committees and assistants as it shall from time
to time deem necessary. A majority of the members of the each committee
shall constitute a quorum.
3.6 CONFERENCE TELEPHONE MEETINGS. Any one or more members
of the Board of Directors or any committee thereof may participate in a
meeting by means of a conference telephone call or other similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
3.7 ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all members of the Board of Directors or
such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or such committee.
ARTICLE IV
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OFFICERS
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4.1 TITLES AND ELECTION. The officers of the Corporation
shall be the President and the Secretary, each of whom shall initially be
elected as soon as convenient by the Board of Directors and thereafter, in
the absence of earlier resignations or removals, shall be elected at the
first meeting of the Board of Directors following each annual meeting of
stockholders. Each officer shall hold office at the pleasure of the Board of
Directors except as may otherwise be approved by the Board of Directors, or
until his or her earlier resignation, removal under these Bylaws or other
termination of his or her employment. Any person may hold more than one
office if the duties can be adequately performed by the same person and to
the extent permitted by the General Corporation Law of the State of Delaware.
The Board of Directors, in its discretion, may also at any
time elect or appoint a Chairman of the Board of Directors, a Chief Executive
Officer, one or more Senior or Executive Vice
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Presidents, one or more Vice Presidents, a Chief Operating Officer, a Chief
Financial Officer, a Treasurer and one or more Assistant Secretaries and
Assistant Treasurers and such other officers as it may deem advisable, each
of whom shall hold office at the pleasure of the Board of Directors, except
as may otherwise be approved by the Board of Directors, or until his or her
earlier death, resignation, retirement, removal or other termination of
employment, and shall have such authority and shall perform such duties as
may be prescribed or determined from time to time by the Board of Directors
or in case of officers other than the Chairman of the Board, if not
prescribed or determined by the Board of Directors, the President or the then
senior executive officer may prescribe or determine. The Board of Directors
may require any officer or other employee or agent to give bond for the
faithful performance of his or her duties in such form and with such sureties
as the Board may require.
4.2 DUTIES. Subject to such limitations and other conditions
as the Board of Directors may from time to time prescribe or determine, the
following officers shall have the following powers and duties:
(a) CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if one is elected, shall be a director
and, when present, shall preside at all meetings of the
stockholders and of the Board of Directors.
(b) CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be charged with general supervision of the
management and policy of the Corporation and shall have such
other powers and perform such other duties as the Board of
Directors may prescribe from time to time. The Chief
Executive Officer shall (subject to the presence of the
Chairman of the Board of Directors, if one exists) preside at
all meetings of the stockholders and, if he is a director, of
the Board of Directors.
(c) PRESIDENT. The President shall exercise the powers
and authority and perform all of the duties commonly incident
to his or her office and shall perform such other duties as
the Board of Directors shall specify from time to time.
(d) VICE PRESIDENTS. The Vice President or Vice
Presidents shall perform such duties as may be assigned to
them from time to time by the Board of Directors or by the
President if the Board of Directors does not do so. In the
absence or disability of the President, the Executive Vice
Presidents in order of seniority, or if none, the Senior Vice
Presidents in order of seniority, or if none, the Vice
Presidents in order of seniority, may, unless otherwise
determined by the Board of Directors, exercise the powers and
perform the duties pertaining to the office of President,
except that if one or more Vice Presidents has been elected or
appointed, the person holding such office in order of
seniority shall exercise the powers and perform the duties of
the office of President.
(e) SECRETARY. The Secretary or in his or her absence
an Assistant Secretary shall keep the minutes of all meetings
of stockholders and of the Board of Directors and any
committee thereof, give and serve all notices, attend to such
correspondence as may be assigned to him or her, keep in safe
custody the seal of the Corporation, and affix such seal to
all such instruments properly executed as may require it,
shall perform all of the duties
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commonly incident to his or her office and shall have such
other duties and powers as may be prescribed or determined
from time to time by the Board of Directors or by the
President if the Board of Directors does not do so.
(f) TREASURER. The Treasurer or in his or her absence
an Assistant Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the monies,
funds, securities, valuable papers and documents of the
Corporation (other than his or her own bond, if any, which
shall be in the custody of the President), and shall have,
under the supervision of the Board of Directors, all the
powers and duties commonly incident to his or her office. He
or she shall deposit all funds of the Corporation in such bank
or banks, trust company or trust companies, or with such firm
or firms doing a banking business as may be designated by the
Board of Directors or by the President if the Board of
Directors does not do so. He or she may endorse for deposit
or collection all checks, notes and similar instruments
payable to the Corporation or to its order. He or she shall
keep accurate books of account of the Corporation's
transactions, which shall be the property of the Corporation,
and together with all of the property of the Corporation in
his or her possession, shall be subject at all times to the
inspection and control of the Board of Directors. The
Treasurer shall be subject in every way to the order of the
Board of Directors, and shall render to the Board of Directors
and/or the President of the Corporation, whenever they may
require it, an account of all his or her transactions and of
the financial condition of the Corporation. In addition to
the foregoing, the Treasurer shall have such duties as may be
prescribed or determined from time to time by the Board of
Directors or by the President if the Board of Directors does
not do so.
(g) ASSISTANT SECRETARIES AND TREASURERS. Assistants to
the Secretaries and Treasurers may be appointed by the
President or elected by the Board of Directors and shall
perform such duties and have such powers as shall be delegated
to them by the President or the Board of Directors.
4.3 DELEGATION OF AUTHORITY. The Board of Directors may at
any time delegate the powers and duties of any officer for the time being to
any other officer, director or employee.
4.4 COMPENSATION. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors or a committee thereof,
and the fact that any officer is a director shall not preclude such officer
from receiving compensation or from voting upon the resolution providing the
same.
ARTICLE V
---------
RESIGNATIONS, VACANCIES AND REMOVALS
------------------------------------
5.1 RESIGNATIONS. Any director or officer may resign at any
time by giving written notice thereof to the Board of Directors, the Chairman
of the Board of Directors, the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time
be not specified, upon receipt thereof; and unless otherwise specified
therein or in these Bylaws, the acceptance of any resignation shall not be
necessary to make it effective.
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5.2 VACANCIES.
(a) DIRECTORS. Any vacancy in the Board of Directors
caused by reason of death, disqualification, incapacity,
resignation, removal, increase in the authorized number of
directors or otherwise, shall be filled in the manner provided
in the Certificate of Incorporation.
(b) OFFICERS. The Board of Directors may at any time or
from time to time fill any vacancy among the officers of the
Corporation.
5.3 REMOVALS.
(a) DIRECTORS. Except as may otherwise be provided by
the General Corporation Law of the State of Delaware or the
Certificate of Incorporation or any amendment thereto, any
director or the entire Board of Directors may be removed, with
or without cause, by the affirmative vote of the holders of a
majority of all outstanding shares entitled to be voted at an
election of directors.
(b) OFFICERS. Subject to the provisions of any validly
existing agreement, the Board of Directors may at any meeting
remove from office any officer, with or without cause, and may
appoint a successor.
ARTICLE VI
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CAPITAL STOCK
-------------
6.1 CERTIFICATES OF STOCK. Every stockholder shall be
entitled to a certificate or certificates for shares of the capital stock of
the Corporation in such form as may be prescribed or authorized by the Board
of Directors, duly numbered and setting forth the number and kind of shares
represented thereby. Such certificates shall be signed by the President or a
Vice President, unless some other person is thereunto specifically authorized
as provided in Article IV, Section 4.2 of these Bylaws, and by the Treasurer
or an Assistant Treasurer or by the Secretary or an Assistant Secretary. Any
or all of such signatures may be in facsimile.
In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed on a certificate has
ceased to be such officer, transfer agent or registrar before the certificate
has been issued, such certificate may nevertheless be issued and delivered by
the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
6.2 TRANSFER OF STOCK. Shares of the capital stock of the
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and
endorsed for transfer. If the Corporation has a transfer agent or registrar
acting on its behalf, the signature of any officer or representative thereof
may be in facsimile.
The Board of Directors may appoint a transfer agent and one or
more co-transfer agents and a registrar and one or more co-registrars and may
make or authorize such agents to make all
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such rules and regulations deemed expedient concerning the issue, transfer
and registration of shares of stock.
6.3 RECORD DATES. For the purpose of determining
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 to express consent to corporate action in writing without a meeting, or in
order to make a determination of stockholders for any other proper purposes,
the Corporation's stock transfer books shall not be closed, but a record date
shall be set by the Board of Directors and, upon that date, the Corporation
or its transfer agent shall take a record of the stockholders without
actually closing the stock transfer books. Such record date shall not be
more than sixty (60) days, nor less than ten (10) days, prior to the date on
which the particular action requiring such determination of stockholders is
to be taken.
If no such record date is fixed by the Board, the record date
shall be that prescribed by the General Corporation Law of the State of
Delaware.
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, in their
discretion, fix a new record date for the adjourned meeting.
6.4 LOST CERTIFICATES. In case of loss or mutilation or
destruction of a stock certificate, a duplicate certificate may be issued
upon such terms as may be determined or authorized by the Board of Directors
or the Executive Committee (if one has been appointed), or by the President
if the Board of Directors or the Executive Committee does not do so.
ARTICLE VII
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FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.
----------------------------------------
7.1 FISCAL YEAR. The fiscal year of the Corporation shall be
the calendar year, unless otherwise fixed by resolution of the Board of
Directors.
7.2 BANK DEPOSIT, CHECKS, ETC. The funds of the Corporation
shall be deposited in the name of the Corporation or of any division thereof
in such banks or trust companies in the United States or elsewhere as may be
designated from time to time by the Board of Directors or by such officer or
officers as the Board of Directors may authorize to make such designations.
All checks, drafts or other orders for the withdrawal of funds
from any bank account shall be signed by such person or persons as may be
designated from time to time by the Board of Directors. The signatures on
checks, drafts or other orders for the withdrawal of funds may be in
facsimile if authorized in the designation.
ARTICLE VIII
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BOOKS AND RECORDS
-----------------
8.1 Place of Keeping Books. The books and records of the
Corporation may be kept within or outside of the State of Delaware.
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8.2 EXAMINATION OF BOOKS. Except as may otherwise be
provided by the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or these Bylaws, the Board of Directors shall
have the power to determine from time to time whether and to what extent and
at what times and places and under what conditions any of the accounts,
records and books of the Corporation are to be open to the inspection of any
stockholder. No stockholder shall have any right to inspect any account or
book or document of the Corporation except as prescribed by law or authorized
by express resolution of the stockholders or of the Board of Directors.
ARTICLE IX
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NOTICES
-------
9.1 REQUIREMENTS OF NOTICE. Whenever notice is required to be
given by statute, the Certificate of Incorporation or these Bylaws, except as
otherwise provided in Section 3.4 hereof, it shall not mean personal notice
unless so specified, but such notice may be given in writing by depositing
the same in a post office, letter box or mail chute postage prepaid and
addressed to the person to whom such notice is directed at the address of
such person on the records of the Corporation, and such notice shall be
deemed given at the time when the same shall be thus mailed.
9.2 WAIVERS. Any stockholder, director or officer may, in
writing or by telegram or cable, at any time waive any notice or other
formality required by law, the Certificate of Incorporation or these Bylaws.
Such waiver of notice, whether given before or after any meeting or action,
shall be deemed equivalent to notice. Presence of a stockholder either in
person or by proxy at any meeting of stockholders and presence of any
director at any meeting of the Board of Directors shall constitute a waiver
of such notice as may be required by law, the Certificate of Incorporation or
these Bylaws, unless such presence is solely for the purpose of objecting to
the lack of notice and such objection is stated at the commencement of the
meeting.
ARTICLE X
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SEAL
----
The corporate seal of the Corporation shall be in such form as
the Board of Directors shall determine from time to time and may consist of a
facsimile thereof or the word "SEAL" enclosed in parentheses or brackets.
The corporate seal of the Corporation shall not be necessary to validate or
authenticate any instrument duly executed by the Corporation or to render any
such instrument enforceable against the Corporation.
ARTICLE XI
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POWERS OF ATTORNEY
------------------
The Board of Directors may authorize one or more of the
officers of the Corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
Corporation, with or without the power of substitution.
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In the absence of any action by the Board of Directors, any
officer of the Corporation may execute, for and on behalf of the Corporation,
waivers of notice of meetings of stockholders and proxies, or may vote shares
directly, for such meetings of any company in which the Corporation may hold
voting securities.
ARTICLE XII
-----------
INDEMNIFICATION; INTERESTED PARTIES
-----------------------------------
12.1 INDEMNIFICATION. The Corporation shall have the power to
indemnify a director, officer or employee of the Corporation (including
making provision for advancement of expenses) to the full extent and under
the circumstances permitted by the General Corporation Law of the State of
Delaware in effect from time to time, including, without limitation, Section
145 thereof or any successor thereto, in accordance with the procedures,
conditions and limitations set forth therein.
12.2 MISCELLANEOUS. Subject to the limitations set forth in
the General Corporation Law of the State of Delaware, the Board of Directors
may also on behalf of the Corporation grant indemnification to any individual
other than a Person to such extent and in such matter as the Board of
Directors in its sole discretion may from time to time and at any time
determine.
ARTICLE XIII
------------
AMENDMENTS
----------
13.1 AMENDMENT OR REPEAL. Except as provided otherwise by the
laws of the State of Delaware or the Certificate of Incorporation, these
Bylaws may be amended or repealed either:
(a) At any meeting of stockholders at which a quorum is
present by vote of a majority of the number of shares of stock
entitled to vote present in person or by proxy at such meeting
as provided in Article II of these Bylaws; provided that the
notice of such meeting of stockholders or waiver of notice
thereof contains a statement of the substance of the proposed
amendment or repeal; or
(b) At any meeting of the Board of Directors by a
majority vote of the directors then in office.
13.2 STOCKHOLDER PROPOSALS. Any stockholder who intends to
propose that any provision of these Bylaws be amended by action of the
stockholders shall notify the Secretary of the Corporation in writing of the
amendment or amendments which such stockholder intends to propose not later
than one hundred eighty (180) days prior to a request by such stockholder to
call a special meeting for such purpose or, if such proposal is intended to
be made at an annual meeting of stockholders, not later than the latest date
permitted for submission of stockholder proposals by Rule 14a-8 under the
Securities Exchange Act of 1934. Such notice to the Secretary shall include
the text of the proposed amendment or amendments and a brief statement of the
reason or reasons why such stockholder intends to make such proposal.
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