Exhibit 3.2
BY-LAWS
OF
PENHALL ACQUISITION CORP.
ARTICLE I
Stockholders
SECTION 1. Annual Meetings. Subject to change by resolution of the
Board of Directors, the annual meeting of the stockholders of the Corporation
for the purpose of electing directors and for the transaction of such other
business as may be brought before the meeting shall be held on the third
Thursday of May of each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding day not a legal holiday. The meeting may be held at
such time and such place within or without the State of Arizona as shall be
fixed by the Board of Directors and stated in the notice of the meeting.
SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time by the Board of Directors, by the Chairman of the Board,
by the President or by any number of stockholders owning an aggregate of not
less than twenty-five percent of the number of outstanding shares of capital
stock entitled to vote. Special meetings shall be held on the date and at the
time and place either within or without the State of Arizona as specified in the
notice thereof.
SECTION 3. Notice of Meetings. Except as otherwise expressly required
by law or the Certificate of Incorporation of the Corporation, written notice
stating the place and time of the meeting and, in the case of a special meeting,
the purpose or purposes of such meeting, shall be given by the Secretary to each
stockholder entitled to vote thereat at his address as it appears on the records
of the Corporation not less than ten nor more than sixty days prior to the
meeting. 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; and if
any stockholder shall, in person or by attorney thereunto duly authorized, waive
notice of any meeting, in writing or by telegraph, cable or wireless, whether
before or after such meeting be held, the notice thereof need not be given to
him. The attendance of any stockholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him. Notice of any
adjourned meeting of stockholders need not be given except as provided in
SECTION 5 of this ARTICLE I.
SECTION 4. Quorum. Subject to the provisions of law and to provisions
of the Certificate of Incorporation in respect of the vote that shall be
required for a specific action, the number of shares the holders of which shall
be present or represented by proxy at any meeting of stockholders in order to
constitute a quorum for the transaction of any business shall be a majority of
all the shares issued and outstanding and entitled to vote at such meeting.
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SECTION 5. Adjournment. At any meeting of stockholders, whether or not
there shall be a quorum present, the holders of a majority of shares voting at
the meeting, whether present in person at the meeting or represented by proxy at
the meeting, may adjourn the meeting from time to time. Except as provided by
law, notice of such adjourned meeting need not be given otherwise than by
announcement of the time and place of such adjourned meeting at the meeting at
which the adjournment is taken. At any adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the original meeting.
SECTION 6. Organization. The Chairman of the Board or, in his absence
or non-election, the President or, in the absence of both of the foregoing
officers, a Vice President shall call meetings of the stockholders to order and
shall act as Chairman of such meetings. In the absence of the Chairman of the
Board, the President, or a Vice President, the holders of a majority in number
of the shares of the capital stock of the Corporation present in person or
represented by proxy and entitled to vote at such meeting shall elect a
Chairman, who may be the Secretary of the Corporation. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders, but in
the absence of the Secretary, the Chairman may appoint any person to act as
secretary of the meeting.
SECTION 7. Voting. Each stockholder shall, except as otherwise provided
by law or by the Certificate of Incorporation, at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock entitled to vote held by such stockholder, but no proxy shall be
voted on after three years from its date, unless said proxy provides for a
longer period. Upon the demand of any stockholder, the vote for directors and
the vote upon any matter before the meeting shall be by ballot. Except as
otherwise provided by law, the Certificate of Incorporation or these By-laws,
all elections for directors shall be decided by plurality vote; all other
matters shall be decided by a majority of the votes cast thereon.
SECTION 8. Stockholders List. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order,
with the address of each and the number of shares held by each, shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which 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 thereof
and may be inspected by any stockholder who is present.
SECTION 9. 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 directed to him at his last known post office address.
SECTION 10. Inspectors of Election. The Board of Directors may at any
time appoint
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one or more persons to serve as Inspectors of Election at the next succeeding
annual meeting of stockholders or at any other meeting or meetings and the Board
of Directors may at any time fill any vacancy in the office of Inspector. If the
Board of Directors fails to appoint Inspectors, or if any Inspector appointed is
absent or refuses to act or if his office becomes vacant and is not filled by
the Board of Directors, the Chairman of any meeting of the stockholders may
appoint one or more temporary Inspectors for such meeting. All proxies shall be
filed with the Inspectors of Election of the meeting before being voted upon.
SECTION 11. Action by Consent. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any meeting of
stockholders, or any action which may be taken at any 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.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors.
SECTION 2. Number, Qualification and Term of Office. The number of
directors shall be such as the Board of Directors may by resolution direct from
time to time. Each director shall hold office for the term for which he is
appointed or elected and until his successor shall have been elected and shall
qualify, or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. The Chairman of the Board, if one be
elected, shall be chosen from among the directors.
SECTION 3. Quorum and Manner of Action. Except as otherwise provided by
law, the Certificate of Incorporation, or these By-laws, a majority of the Board
of Directors shall be required to constitute a quorum for the transaction of
business at any meeting, and the act of a majority of the directors present and
voting at any meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given. The directors shall act only as a board and
individual directors shall have no power as such.
SECTION 4. Place of Meeting, etc. The Board of Directors may hold its
meetings, have one or more offices and keep the books and records of the
Corporation at such place or places within or without the State of Arizona as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.
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SECTION 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held for the election of officers and the transaction of
other business as soon as practicable after each annual meeting of stockholders,
and other regular meetings of said Board shall be held at such times and places
as said Board shall direct. No notice shall be required for any regular meeting
of the Board of Directors but a copy of every resolution fixing or changing the
time or place of regular meetings shall be mailed to every director at least
three days before the first meeting held in pursuance thereof.
SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, a Vice President or
any two directors, by a sole remaining director or by the stockholders of the
Corporation at the next annual meeting or any special meeting called for that
purpose. In case all the directors shall die or resign or be removed or
disqualified, any stockholder having voting powers may call a special meeting of
the stockholders, upon notice given as herein provided for the meetings of the
stockholders, at which directors may be elected. The Secretary or any Assistant
Secretary shall give notice of the time and place of each special meeting by
mailing a written notice of the same to each director at his last known post
office address at least two days before the meeting or by causing the same to be
delivered personally or to be transmitted by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each
director.
SECTION 7. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if 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 proceedings of the Board or committee.
SECTION 8. Organization. At each meeting of the Board of Directors, the
Chairman of the Board or, in his absence or non-election, a director chosen by a
majority of the directors present shall act as Chairman. The Secretary or, in
his absence, an Assistant Secretary or, in the absence of both the Secretary and
an Assistant Secretary, any person appointed by the Chairman shall act as
secretary of the meeting.
SECTION 9. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors, the President or
the Secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. Removal of Directors. Except as otherwise provided by law
or the Certificate of Incorporation, any director may be removed, either with or
without cause, at any time by the affirmative vote of a majority in interest of
the holders of record of the stock having voting power at an annual meeting or
at a special meeting of the stockholders called for that purpose; and the
vacancy in the Board caused by any such removal may be filled by the
stockholders at such meeting or by the Board of Directors in the manner provided
in SECTION 11 of this ARTICLE II.
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SECTION 11. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal (whether or not for cause), disqualification, an
increase in the number of directors or any other cause may be filled by the
majority vote of the remaining directors of the Corporation at the next annual
meeting, any regular meeting or any special meeting called for the purpose. Each
director so elected shall hold office for the unexpired term or for such lesser
term as may be designated and until his successor shall be duly elected and
qualified, or until his death or until he shall resign or shall have been
removed in the manner herein provided. In case all the directors shall die or
resign or be removed or disqualified, any stockholder having voting powers may
call a special meeting of the stockholders, upon notice given as herein provided
for meetings of the stockholders, at which directors may be elected for the
unexpired term.
SECTION 12. Compensation of Directors. Directors may receive such sums
for their services and expenses as may be directed by resolution of the Board;
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for their services and expenses.
SECTION 13. Committees. By resolution or resolutions passed by a
majority of the whole Board at any meeting of the Board of Directors, the
directors may designate one or more committees, each committee to consist of one
or more directors. To the extent provided in said resolution or resolutions,
unless otherwise provided by law, such committee or committees shall have and
may exercise all of the powers of the Board of Directors in the management of
the business and affairs of the Corporation, including the power and authority
to authorize the seal of the Corporation to be affixed to all papers which may
require it. In no event, however, shall any action that requires the approval of
100% of the directors then in office be taken by a committee consisting of less
than all the directors then in office. Further, the Board of Directors may
designate one or more directors as alternate members of a committee who may
replace an absent or disqualified member at any meeting. A committee may make
such rules for the conduct of its business and may appoint such committees and
assistants as it shall from time to time deem necessary. A majority of the
members of a committee shall constitute a quorum for the transaction of business
of such committee. Regular meetings of a committee shall be held at such times
as such committee shall from time to time by resolution determine. No notice
shall be required for any regular meeting of a committee but a copy of every
resolution fixing or changing the time or place of regular meetings shall be
mailed to every member of such committee at least three days before the first
meeting held in pursuance thereof. Special meetings of a committee may be called
by the chairman of such committee or the secretary of such committee, or any two
members thereof. The Secretary of the Corporation or the secretary of such
committee shall give notice of the time and place of each Special Meeting by
mail at least two days before such meeting or by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each member
of such committee.
SECTION 14. Participation in Meetings. Members of the Board of
Directors or of any committee may participate in any meeting of the Board or
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all
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persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.
ARTICLE III
Officers
SECTION 1. Number. The officers of the Corporation shall be a
President, a Treasurer and a Secretary. In addition, the Board may elect a
Chairman of the Board, and one or more Vice Presidents and such other officers
as may be appointed in accordance with the provisions of SECTION 3 of this
ARTICLE III. Any number of offices may be held by the same person.
SECTION 2. Election, Term of Office and Qualification. The officers
shall be elected annually by the Board of Directors at their first meeting after
each annual meeting of the stockholders of the Corporation. Each officer, except
such officers as may be appointed in accordance with the provisions of SECTION 3
of this ARTICLE III, 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 become disqualified or shall have been removed in the manner
hereinafter provided.
SECTION 3. Subordinate Officers. The Board of Directors or the
President may from time to time appoint such other officers, including one or
more Assistant Treasurers and one or more Assistant Secretaries, and such agents
and employees of the Corporation as may be deemed necessary or desirable. Such
officers, agents and employees shall hold office for such period and upon such
terms and conditions, have such authority and perform such duties as in these
By-laws provided or as the Board of Directors or the President may from time to
time prescribe. The Board of Directors or the President may from time to time
authorize any officer to appoint and remove agents and employees and to
prescribe the powers and duties thereof.
SECTION 4. Removal. Any officer may be removed, either with or without
cause, by the Board of Directors or, except in case of any officer elected by
the Board of Directors, by any committee or superior officer upon whom the power
of removal may be conferred by the Board of Directors or by these By-laws.
SECTION 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. 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 in these By-laws for
regular election or appointment to such office.
SECTION 7. Chairman of the Board . The Chairman of the Board shall
preside, if present, at all meetings of the stockholders and at all meetings of
the Board of Directors and shall
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perform such other duties and have such other powers as from time to time may be
assigned to him by the Board of Directors or prescribed by these By-laws.
SECTION 8. President. The President shall have general direction of the
affairs of the Corporation and general supervision over its several officers,
subject, however, to the control of the Board of Directors. The President shall
at each annual meeting and from time to time report to the stockholders and the
Board of Directors all matters within his knowledge which the interest of the
Corporation may require to be brought to their notice, may sign with the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
any or all certificates of stock of the Corporation, shall preside, in the
absence of the Chairman of the Board, at all meetings of the stockholders and at
all meetings of the Board of Directors, shall have the power to sign and execute
in the name of the Corporation all contracts or other instruments authorized by
the Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board or by these By-laws to
some other officer or agent of the Corporation, and in general shall perform all
duties, and have such powers incident to the office of President and perform
such other duties and have such other powers as from time to time may be
assigned to him by the Board of Directors or the Chairman of the Board or
prescribed by these By-laws.
SECTION 9. Vice Presidents. Each Vice President shall have such powers
and shall perform such duties as may from time to time be assigned to him by the
Board of Directors or by the President, and shall have the power to sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board of Directors, except where the Board or the By-laws
shall expressly delegate or permit some other officer to do so. A Vice President
may also sign with the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary certificates of stock of the Corporation and shall have
such other powers and shall perform 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 or prescribed by these By-laws.
SECTION 10. Secretary. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the stockholders,
the Board of Directors and any committee when so required, shall see that all
notices are duly given in accordance with the provisions of these By-laws and as
required by law, shall be custodian of the records and the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-laws, shall keep or cause to be kept
a register of the post office address of each stockholder, may sign with the
President or any Vice President certificates of stock of the Corporation, and in
general shall perform such duties and have such powers incident to the office of
Secretary and shall perform such other duties and have such other powers as from
time to time may be assigned to him by the Board of Directors, the Chairman of
the Board or the President or prescribed by these By-laws.
SECTION 11. Assistant Secretaries. Any Assistant Secretary shall, at
the request of the Secretary or in his absence or disability, perform the duties
of the Secretary and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the Secretary and shall perform such other duties
and have such other powers as from time to time may be assigned to
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him by the President, the Secretary or the Board of Directors or prescribed by
these By-laws.
SECTION 12. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with the provisions of
these By-laws, shall at all reasonable times exhibit his books of account and
records, and cause to be exhibited the books of account and records of any
corporation controlled by the Corporation to any of the directors of the
Corporation upon application during business hours at the office of the
Corporation, or such other corporation where such books and records are kept,
shall render a statement of the condition of the finances of the Corporation at
all regular meetings of the Board of Directors and a full financial report at
the annual meeting of the stockholders, shall, if called upon to do so, receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, may sign with the President or any Vice President certificates of
stock of the Corporation, and in general shall perform such duties and have such
powers incident to the office of Treasurer and such other duties and have such
other powers as from time to time may be assigned to him by the Board of
Directors or the President or prescribed by these By-laws.
SECTION 13. Assistant Treasurers. Any Assistant Treasurer shall, at the
request of the Treasurer or in his absence or disability, perform the duties of
the Treasurer and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer and shall perform such duties and have
such other powers as from time to time may be assigned to him by the President,
the Treasurer or the Board of Directors or prescribed by these By-laws.
SECTION 14. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE IV
Contracts Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Contracts, etc., How Executed. Except as otherwise provided
in these By-laws, the Board of Directors may authorize any officer or officers,
employee or employees or agent or agents of the Corporation to enter into any
contract or execute and deliver any instrument, on behalf and in the name of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board of Directors or by a committee
appointed in accordance with the provisions of these By-laws or otherwise by
these By-laws, no officer, employee or agent shall have any power or authority
to bind the Corporation by any contract or engagement or to pledge its credit or
render it liable for any purpose or amount.
SECTION 2. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, employee or
employees or agent or agents of the Corporation
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as shall from time to time be determined by resolution of the Board of
Directors.
SECTION 3. Deposits. All funds of the Corporation 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 Directors or committee appointed
by the Board of Directors may designate from time to time or as may be
designated from time to time by any officer or officers, employee or employees
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors; and for the purpose of such deposit, the Chairman of the
Board, the President, or a Vice President, or the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
SECTION 4. General and Special Bank Accounts. The Board of Directors or
committee appointed by the Board of Directors may authorize from time to time
the opening and keeping with such banks, trust companies or other depositaries
as it may designate of general and special bank accounts and may make such
special rules and regulations with respect thereto, not inconsistent with the
provisions of these By-laws, as it may deem expedient.
SECTION 5. Proxies. Except as otherwise provided in these By-laws or in
the Certificate of Incorporation of the Corporation, and unless otherwise
provided by resolution of the Board of Directors, the President may from time to
time appoint an attorney or attorneys, or agent or agents, of the Corporation,
on behalf and in the name of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a stockholder or otherwise 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 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 on behalf and in the name 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.
ARTICLE V
Shares and Their Transfer
SECTION 1. Certificates of Stock. Certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with law
as shall be approved by the Board of Directors. They shall be numbered in order
of their issue and shall be signed by the Chairman of the Board, the President
or any Vice President and the Treasurer or any Assistant Treasurer, or the
Secretary or any Assistant Secretary of the Corporation, and the seal of the
Corporation shall be affixed thereto. Any of or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who shall have signed or whose facsimile signature shall have been placed upon
any such certificate or certificates shall cease to be such officer, transfer
agent or registrar whether because of death, resignation or otherwise, before
such certificate or certificates shall have been issued, such certificate or
certificates may nevertheless be issued by
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the Corporation as though the person or persons who signed such certificate or
certificates or whose facsimile signature shall have been used thereon had not
ceased to be such officer or officers of the Corporation.
SECTION 2. Transfer of Stock. Transfer of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Corporation, or a transfer
agent of the Corporation, if any, and on surrender of the certificate or
certificates for such shares properly endorsed. A person in whose name shares of
stock stand on the books of the Corporation shall be deemed the owner thereof as
regards the Corporation, and the Corporation shall not be bound to recognize any
equitable or other claim to, or interest in, such shares on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Arizona.
SECTION 3. Lost, Destroyed and Mutilated Certificates. The holder of
any stock issued by the Corporation shall immediately notify the Corporation of
any loss, destruction or mutilation of the certificate therefor or the failure
to receive a certificate of stock issued by the Corporation, and the Board of
Directors or the Secretary of the Corporation may, in its or his discretion,
cause to be issued to such holder a new certificate or certificates of stock,
upon compliance with such rules, regulations and/or procedures as may be
prescribed or have been prescribed by the Board of Directors with respect to the
issuance of new certificates in lieu of such lost, destroyed or mutilated
certificate or certificates of stock issued by the Corporation, including the
posting with the Corporation of a bond sufficient to indemnify it against any
claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
SECTION 4. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in the charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned
by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.
SECTION 5. Fixing 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 any adjournment thereof, to express
consent to corporate action in writing without a meeting, to receive payment of
any dividend or other distribution or allotment of any rights, 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 action, and only such stockholders as
shall be stockholders of record of the date so fixed shall be entitled to such
notice of and to vote at such meeting and any adjournment thereof, to express
consent to any such corporate action, to receive payment of such dividend or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
ARTICLE VI
Seal
The Board of Directors shall provide a suitable seal containing the
name of the Corporation, which seal shall be in the charge of the Secretary and
which may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced. If and when so directed by the Board
of Directors, a duplicate of the seal may be kept and be used by an officer of
the Corporation designated by the Board.
ARTICLE VII
Miscellaneous Provisions
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
January 31 of each year unless and until changed by resolution of the Board of
Directors.
SECTION 2. Waivers of Notice. Whenever any notice of any nature is
required by law, the provisions of the Certificate of Incorporation or these
By-laws to be given, 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.
SECTION 3. Qualifying in Foreign Jurisdiction. The Board of Directors
shall have the power at any time and from time to time to take or cause to be
taken any and all measures which they may deem necessary for qualification to do
business as a foreign corporation in any one or more foreign jurisdictions and
for withdrawal therefrom.
SECTION 4. Indemnification. The Corporation shall, to the full extent
permitted by the laws of the State of New York, as amended from time to time,
indemnify all directors and officers whom it has the power to indemnify pursuant
thereto.
ARTICLE VIII
Amendments
These By-laws shall be subject to amendment, alteration or repeal, and
new By-laws not
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inconsistent with any provision of the Certificate of Incorporation of the
Corporation or any provision of law, may be made, either by (i) the affirmative
vote of the holders of record of a majority of the outstanding shares of the
Common Stock of the Corporation entitled to vote in respect thereof, given at an
annual meeting or at any special meeting, provided that notice of the proposed
alteration or repeal or of the proposed new By-laws be included in the notice of
such meeting, or (ii) the affirmative vote of a majority of the members of the
Board of Directors at any regular or special meeting.
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