Exhibit 3.2
BYLAWS
OF
WESTBOROUGH FINANCIAL SERVICES, INC.
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. An annual meeting of the stockholders,
for the election of Directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held on the third Thursday of January of each year or on such other day
(other than a legal holiday or day of religious significance) as the Board of
Directors shall designate. The time and place of the annual meeting shall be
designated by the Board of Directors.
Section 2. SPECIAL MEETINGS. Subject to the rights of the holders of
any class or series of preferred stock of the Corporation, special meetings of
stockholders of the Corporation may be called by the Board of Directors pursuant
to a resolution adopted by a majority of the total number of Directors which the
Corporation would have if there were no vacancies on the Board of Directors
(hereinafter, the "Whole Board") or otherwise as set forth in the Articles of
Organization. The hour, date and place of any special meeting and the record
date for determining the stockholders having the right to notice of and to vote
at any such meeting shall be determined by the Board of Directors or the
President.
Section 3. NOTICE OF MEETINGS. Written notice of the place, date,
and time of all meetings of the stockholders shall be given at least seven (7)
days before the date on which the meeting is to be held to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
Chapter 156B of the General Laws of the Commonwealth of Massachusetts (or
successor provisions) (the "Massachusetts Business Corporation Law"), other
applicable law, or the Articles of Organization of the Corporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 4. QUORUM. At any meeting of the stockholders, the holders
of a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy shall constitute a quorum for all purposes, unless
or except to the extent that the presence of a larger
number may be required by law. Where a separate vote by a class or classes is
required, a majority of the shares of such class or classes present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter. The stockholders present at a duly
constituted meeting may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
Section 5. ORGANIZATION. The President or, in the absence of the
President, the Chairman of the Board of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Clerk of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. CONDUCT OF BUSINESS.
(a) The chairman of any meeting of stockholders shall
determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The date and time of the
opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting: (i) by or at the direction of the Board of Directors; or
(ii) by any stockholder of the Corporation who is entitled to vote
with respect thereto and who complies with the notice procedures set
forth in this Section 6(b). For business to be properly brought
before an annual meeting by a stockholder, the business must relate
to a proper subject matter for stockholder action and the
stockholder must have given timely notice thereof in writing to the
Clerk of the Corporation. To be timely, a stockholder's notice must
be received at the principal executive offices of the Corporation
not less than ninety (90) calendar days in advance of the date of
the Corporation's proxy statement which was released to stockholders
in connection with the previous year's annual meeting of
stockholders; provided, however, with respect to the Corporation's
first annual meeting of stockholders, to be timely notice shall be
received at the principal executive offices of the Corporation not
less than ninety (90) days prior to the date of the annual meeting
except that in the event less than one hundred (100) days' notice or
prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A
stockholder's notice to the Clerk shall set forth as to each matter
such stockholder
-2-
proposes to bring before the annual meeting: (A) a brief description
of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (B)
the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business; (C) the class and number of
shares of the Corporation's capital stock that are beneficially
owned by such stockholder; and (D) any material interest of such
stockholder in such business.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) as a result of a written application
for a special meeting brought by stockholders in accordance with the Articles of
Organization. Any such written application for a special meeting by one or more
stockholders shall set forth as to each matter proposed to be brought before the
special meeting the information described in subsections (A) through (D) of this
Section 6(b).
Notwithstanding anything in these Bylaws to the contrary, no business
shall be brought before or conducted at a meeting of stockholders except in
accordance with the provisions of this Section 6(b). The Officer of the
Corporation or other person presiding over the meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
6(b) and, if he or she should so determine, he or she shall so declare to the
meeting and any such business so determined to be not properly brought before
the meeting shall not be transacted.
(c) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible for election
as Directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of
stockholders at which Directors are to be elected only: (i) by or at
the direction of the Board of Directors; or (ii) by any stockholder
of the Corporation entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth in
this Section 6(c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made by timely
notice in writing to the Clerk of the Corporation. To be timely, a
stockholder's notice must be received at the principal executive
offices of the Corporation not less than ninety (90) calendar days
in advance of the date of the Corporation's proxy statement which
was released to stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, with respect to
the Corporation's first annual meeting of stockholders, to be timely
notice shall be received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the date of the
annual meeting except that in the event less than one hundred (100)
days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the
10th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth: (i) as to each person whom
such stockholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required
to be disclosed in solicitations of proxies for the
-3-
election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a Director if elected); and
(ii) as to the stockholder giving notice of (x) the name and
address, as they appear on the Corporation's books, of such
stockholder and (y) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director shall
furnish to the Clerk of the Corporation that information required to
be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the
provisions of this Section 6(c). The Officer of the Corporation or
other person presiding at the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance with
such provisions and, if he or she should so determine, he or she
shall declare to the meeting and the defective nomination shall be
disregarded.
(d) Nothing contained in this Section 6 shall require proxy
materials distributed by the management of the Corporation to
include any information with respect to nominations or other
proposals by stockholders.
Section 7. PROXIES AND VOTING. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. Proxies shall be in written form and
shall be dated not more than six (6) months before the meeting named therein,
unless the proxy is coupled with an interest and provides otherwise. Proxies
shall be filed with the Clerk at the meeting, or of any adjournment thereof,
before being voted. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. Except as otherwise limited
therein, proxies shall entitle the persons authorized thereby to vote at any
adjournment of such Meeting, but they shall not be valid after final adjournment
of such meeting. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to exercise
of the proxy the Clerk of the Corporation receives a specific written notice to
the contrary from any one of them. Whenever stock is held in the name of two or
more persons, in the absence of specific written notice to the Corporation to
the contrary, at any meeting of the stockholders of the Corporation any one or
more of such stockholders may cast, in person or by proxy, all votes to which
such ownership is entitled. In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be cast
as directed by a majority of those holding such stock and present in person or
by proxy at such meeting, but no votes shall be cast for such stock if a
majority does
-4-
not agree. A proxy purporting to be executed by or on behalf of a stockholder
shall be deemed valid unless successfully challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger.
Every vote shall be taken by ballots, each of which shall state the name
of the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by the Articles of Organization or by law, all
other matters shall be determined by a majority of the votes present and cast at
a properly called meeting of stockholders.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE. The business
and affairs of the Corporation shall be under the direction of its Board of
Directors. The number of Directors who shall constitute the Whole Board shall be
such number as the Board of Directors shall from time to time have designated.
The Board of Directors may annually elect a Chairman of the Board from among its
members who shall, when present, preside at its meetings. In the absence of a
Chairman of the Board, meetings of the Board of Directors will be chaired by a
Director selected by the Board of Directors from among its members.
The Directors, other than those who may be elected by the holders of any
class or series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at the annual meeting of stockholders two years thereafter, with each
Director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the first
annual meeting, Directors elected to succeed those Directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each Director to hold
office until his or her successor shall have been duly elected and qualified. No
person shall be elected or re-elected as a Director for a term extending beyond
his or her 75th birthday.
Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any class or series of Preferred Stock then
outstanding, newly
-5-
created Directorships resulting from any increase in the authorized number of
Directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the Directors then in office, though
less than a quorum; (provided, however, that if there is an Interested
Stockholder, such action shall also require the affirmative vote of a majority
of the Disinterested Directors then in office) and Directors so chosen shall
hold office for a term specified by the Directors then in office or, if not so
specified, for a term expiring at the annual meeting of stockholders at which
the term of office of the class to which they have been elected expires and
until such Director's successor shall have been duly elected and qualified. No
decrease in the number of authorized Directors constituting the Board shall
shorten the term of any incumbent Director.
Section 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all Directors. A notice of each regular meeting shall not be
required.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by a majority of the Directors then in office or by the
President and shall be held at such place, on such date, and at such time as
they or he/she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each Director by whom it is not waived by
mailing written notice in person or by telephone or sent to his or her business
or home address by telecommunication at least five (5) days in advance of the
meeting, or by written notice mailed to his or her business or home address at
least seven (7) days in advance of such meeting. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.
Notice of any special meeting may be waived in accordance with Article VI,
Section 2, hereof.
Section 5. QUORUM. At any meeting of the Board of Directors, a
majority of the Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date, or time, without further notice or waiver
thereof.
Section 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting but shall not constitute attendance for the purpose of
compensation pursuant to Section 9 of this Article II, unless the Board of
Directors by resolution so provides.
Section 7. CONDUCT OF BUSINESS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the Directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
-6-
Section 8. POWERS. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:
(a) To declare, and the Corporation may pay, dividends on
outstanding shares of its capital stock;
(b) To issue or reserve for issue from time to time the whole
or any part of the capital stock of the Corporation which may be
authorized from time to time, to such persons or organizations, for
such consideration, whether cash, property, services or expenses,
and on such terms as the Board of Directors or a designated
committee thereof may determine, including without limitation the
granting of options, warrants, or conversion or other rights to
subscribe to said capital stock;
(c) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(d) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;
(e) To remove any Officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any
Officer upon any other person for the time being;
(f) To confer upon any Officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and
agents;
(g) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries as it
may determine;
(h) To adopt from time to time such insurance, retirement, and
other benefit plans for Directors, Officers, employees and agents of
the Corporation and its subsidiaries as it may determine; and
(i) To adopt from time to time regulations, not inconsistent
with these Bylaws, for the management of the Corporation's business
and affairs.
Section 9. COMPENSATION OF DIRECTORS. Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as Directors, including, without limitation,
their services as members of committees of the Board of Directors.
-7-
ARTICLE III
COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the Whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall,
for those committees and any others provided for herein, elect a Director or
Directors to serve as the member or members, designating, if it desires, other
Directors as alternate members who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of any
member of any committee and any alternate member in his or her place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.
Section 2. CONDUCT OF BUSINESS. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
Section 3. NOMINATING COMMITTEE. The Board of Directors shall
appoint a Nominating Committee of the Board consisting of not less than three
(3) members. The Nominating Committee shall have authority (a) to review any
nominations for election to the Board of Directors made by a stockholder of the
Corporation pursuant to Section 6 of Article I of these Bylaws in order to
determine compliance with such Bylaw provision, and (b) to recommend to the
Whole Board nominees for election to the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. GENERALLY. The Board of Directors as soon as may be
practicable after the annual meeting of stockholders may choose a Chairman of
the Board, and shall choose a President, a Treasurer, and a Clerk, and from time
to time may choose such other Officers as it may deem proper. The Chairman of
the Board, if any, shall be chosen from among the Directors. Any number of
offices may be held by the same person.
(a) The term of office of all Officers shall be until the next
annual election of Officers and until their respective successors
are chosen, but any Officer may be removed from office at any time
by the affirmative vote of a majority of the Directors then in
office.
-8-
(b) All Officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective
offices, subject to the specific provisions of this Article IV. Such
Officers shall also have such powers and duties as from time to time
may be conferred by the Board of Directors or by any committee
thereof.
Section 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
is chosen, shall, when present, preside at all meetings of the Board of
Directors. The Chairman of the Board shall perform all duties and have all
powers which are commonly incident to the office of Chairman of the Board or
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized.
Section 3. PRESIDENT. The President shall be the Chief Executive
Officer unless the Board of Trustees, by special vote confer the duties of Chief
Executive Officer upon the Treasurer or an Executive Vice President. The
President or such other Chief Executive Officer shall have general
responsibility for the management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of President or which are delegated to him or her by the
Board of Directors. Subject to the direction of the Board of Directors, and in
the absence of a Chairman of the Board, the President shall have all of the
powers and perform all of the duties of the Chairman of the Board (as designated
in Section 2), and shall also have power to sign all stock certificates,
contracts and other instruments of the Corporation which are authorized and
shall have general supervision of all of the other Officers (other than the
Chairman of the Board, if any), employees and agents of the Corporation.
Section 4. VICE PRESIDENTS. The Vice President or Vice Presidents
shall perform the duties and exercise the powers usually incident to their
respective offices and/or such other duties and powers as may be properly
assigned to them by the Board of Directors or the Chief Executive Officer. A
Vice President or Vice Presidents may be designated as Executive Vice President
or Senior Vice President.
Section 5. TREASURER, VICE TREASURERS, AND ASSISTANT
TREASURERS. The Treasurer shall, subject to the direction of the Board of
Directors, have general charge of the financial affairs of the Corporation and
shall cause to be kept accurate books of account. He or she shall have custody
of all funds, securities, and valuable documents of the Corporation, except as
the Board of Directors may otherwise provide. The Treasurer shall also perform
such other duties as the Board of Directors may from time to time designate. Any
Vice Treasurer and any Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors or the Chief Executive Officer may from
time to time designate.
Section 6. CLERK. The Clerk or an Assistant Clerk shall issue
notices of meetings, shall keep their minutes, shall have charge of the seal and
the corporate books, shall perform such other duties and exercise such other
powers as are usually incident to such offices and/or such other duties and
powers as are properly assigned thereto by the Board of Directors or the
President.
-9-
Section 7. ASSISTANT CLERKS AND OTHER OFFICERS. The Board of
Directors may appoint one or more Assistant Clerks and such other Officers who
shall have such powers and shall perform such duties as are provided in these
Bylaws or as may be assigned to them by the Board of Directors or the President.
Section 8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President or any
Officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or in which the
Corporation may hold securities and otherwise to exercise any and all rights and
powers which the Corporation may possess by reason of its ownership of
securities in such other corporation.
ARTICLE V
STOCK
Section 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled
to a certificate of the capital stock of the Corporation in such form as may
from time to time be prescribed by the Board of Directors. Such certificate
shall be signed by the Chairman of the Board, President or a Vice President and
by the Treasurer or an Assistant Treasurer, and sealed with the corporate seal
or a facsimile thereof. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Director, Officer or
employee of the Corporation. In case any officer who has signed or whose
signature has been placed on such certificate shall have ceased to be such
Officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such Officer at the time of its issue.
Each certificate for shares of capital stock shall be consecutively numbered or
otherwise identified. Every certificate for shares of stock which are subject to
any restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.
Section 2. TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of Article V of these Bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.
Section 3. RECORD DATE. The Board of Directors may fix in advance a
time of not more than sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend or the making of any
distribution to stockholders, or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting, and any adjournment thereof, or the right to receive such dividend
or distribution or the right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after the
record date. Without fixing such record date the Board of Directors may for any
of such purposes close the transfer books for all or any part of such period.
-10-
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.
If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.
Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.
Section 5. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VI
NOTICES
Section 1. NOTICES. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
Director, Officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or by sending such notice by
telecommunication. Any such notice shall be addressed to such stockholder,
Director, Officer, employee or agent at his or her last known address as the
same appears on the books of the Corporation. The time when such notice is
received, if hand delivered, or dispatched, if delivered through the mails or by
telecommunication, shall be the time of the giving of the notice.
Section 2. WAIVERS. A written waiver of any notice, signed by a
stockholder, Director, Officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, Director, Officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.
-11-
ARTICLE VII
MISCELLANEOUS
Section 1. FACSIMILE SIGNATURES. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any Officer or Officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Clerk. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the
Comptroller or by an Assistant Clerk or an assistant to the Comptroller.
Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each Director,
each member of any committee designated by the Board of Directors, and each
Officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its Officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such Director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be
as fixed by the Board of Directors.
Section 5. TIME PERIODS. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.
Section 6. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other instruments and obligations to be entered into
by the Corporation in the ordinary course of its business without Board of
Directors action may be executed on behalf of the Corporation by the Chairman of
the Board, President, any Vice President, Treasurer or any other officer,
employee or agent of the Corporation as the Board of Directors may authorize.
Section 7. ARTICLES OF ORGANIZATION. All references in these Bylaws
to the Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.
Section 8. POWERS OF CORPORATION. The Corporation shall have and may
exercise all the powers, privileges and authority, express, implied and
incidental, now or hereafter conferred by applicable law and the Corporation's
Articles of Organization.
-12-
ARTICLE VIII
AMENDMENT
Section 1. AMENDMENT BY DIRECTORS. The Bylaws of the Corporation may
be amended or repealed by the affirmative vote of two-thirds of the whole Board
at a duly constituted meeting of the Board of Directors, unless at the time of
such action there shall be an Interested Stockholder, in which case such action
shall also require the affirmative vote of a majority of the Disinterested
Directors (as such term is defined in the Articles of Organization) then in
office at such meeting. Not later than the time of giving notice of the annual
meeting of stockholders next following the amending or repealing by the
Directors of any Bylaw, notice thereof stating the substance of such change
shall be given to all stockholders entitled to vote on amending the Bylaws.
Section 2. AMENDMENT BY STOCKHOLDERS. The Bylaws of the Corporation
may be amended or repealed at a duly constituted meeting of stockholders called
expressly for such purpose, by the affirmative vote of at least 80% of the total
voting power of all of the then-outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.
-13-