EXHIBIT 3.18
BY-LAWS
OF
W.S.I. INC.
SECTION 1
Offices
Section 1.1 PRINCIPAL OFFICE. The principal office for the transaction
of the business of the Corporation shall be located at 4900 Columbia Center, 701
Fifth Avenue, Seattle, Washington 98104. The Board of Directors is hereby
granted full power and authority to change said principal office to another
location within or without the State of Delaware.
Section 1.2 OTHER OFFICES. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
SECTION 2
Meetings of Stockholders
Section 2.1 ANNUAL MEETINGS. Annual meetings of stockholders shall be
held on or prior to 10:00 o'clock in the morning on the last Monday in March, if
not a legal holiday, and if a legal holiday, then on the next succeeding
business day not a legal holiday, in each year for the purpose of electing
directors and transacting such other proper business as may come before the
meeting.
Section 2.2 SPECIAL MEETINGS. Special meetings shall be held solely for
the purpose or purposes specified in the notice of hearing. Special meetings of
the stockholders may be called by the Board of Directors, the Chairman of the
Board, or the President.
Section 2.3 TIME AND PLACE OF MEETINGS. Subject to the provisions of
Section 2.1, each meeting of stockholders shall be held on such date, at such
hour and at such place, either within or without the State of Delaware, as shall
be fixed by the Board of Directors or in the notice of the meeting or, in the
case of an adjourned meeting, as announced at the meeting at which the
adjournment is taken.
Section 2.4 NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given either personally or by mail to each stockholder entitled to vote
at the meeting. Unless otherwise provided by statute, the notice shall be given
not less than ten nor more than sixty days before the date of the meeting and,
if mailed, shall be deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. No notice need be given to any person with whom communication is
unlawful, nor shall there be any duty to apply for any permit or license to give
notice to any such person. If the time and place of an adjourned meeting of
stockholders are announced at the meeting at which the adjournment is taken, no
notice need be given of the adjourned meeting unless that adjournment is for
more than thirty days or unless, after the adjournment, a new record date is
fixed for the adjourned meeting.
Section 2.5 WAIVER OF NOTICE. Anything herein to the contrary
notwithstanding, notice of any meeting of stockholders need not be given to any
stockholder who in person or by proxy
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shall have waived in writing notice of the meeting, either before or after such
meeting, or who shall attend the meeting in person or by proxy, unless he
attends for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 2.6 ADVANCE NOTICE OF STOCKHOLDER BUSINESS. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 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 so 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 Secretary shall set forth as to each matter the
stockholder 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 names and address,
as they appear on the Corporation's books, of the
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stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the By-Laws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 2.6.
The Chairman of the annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 2.6, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Section 2.7 QUORUM; MANNER OF ACTING AND ORDER OF BUSINESS. Subject to
the provisions of these By-laws, the certificate of incorporation and statutes
as to the vote that is required for a specified action, the presence in person
or by proxy of the holders of a majority of the outstanding shares of the
Corporation entitled to vote at any meeting of stockholders shall constitute a
quorum for the transaction of business. The vote in person or by proxy of the
holders of a majority of the shares constituting such quorum shall be binding on
all stockholders of the Corporation, unless the vote of a greater number or
voting by classes is required by law or the Certificate of Incorporation or
these By-laws. A majority of the shares present in person or by proxy and
entitled to vote may, regardless of whether or not they constitute a quorum,
adjourn the meeting to another time and place. Any business which might have
been transacted at the original meeting may be transacted at any adjourned
meeting at which a quorum is present. Meetings of the stockholders shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
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his absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting. The order of business at
all meetings of the stockholders shall be determined by the chairman. The order
of business so determined, however, may be changed by vote of the holders of
shares entitled to cast a majority of the votes at the meeting present in person
or represented by proxy.
Section 2.8 VOTING. At each annual meeting, the stockholders entitled
to vote shall by plurality vote elect a board of directors, and they may
transact such other corporate business as shall be stated in the notice of the
meeting. Stockholders may vote by proxy but no proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. Except as provided in the Certificate of Incorporation or in any
statute relating to the election of directors or to other particular matters,
each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote of stockholders. Any holder of shares entitled
to vote on any matter may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal,
other than elections to office, but, if the stockholder fails to specify the
number of shares such stockholder is voting affirmatively, it will be
conclusively presumed that the stockholder's approving vote is with respect to
all shares such stockholder is entitled to vote.
Section 2.9 INSPECTOR OF ELECTION. (a) The Board of Directors shall
appoint an inspector of election to act at each meeting of stockholders and any
adjournment thereof. If an
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inspector of election is not so appointed, or the person appointed as inspector
fails or refuses to act, the chairman of the meeting shall appoint an inspector
of election.
(b) The inspector of election shall determine the outstanding stock
of the Corporation and the voting power of each class and series, the stock
represented at the meeting and the existence of a quorum, shall receive votes,
ballots or consents, shall count and tabulate all votes and shall determine the
result; and in connection therewith, the inspector shall determine the
authority, validity and effect of proxies, hear and determine all challenges and
questions, and do such other acts as may be proper to conduct the election or
vote with fairness to all stockholders.
(c) The inspector of election shall make a report in writing of any
challenge or question or other matter determined by him and shall execute a
certificate of any fact found in connection therewith. Any such report or
certificate shall be filed with the record of the meeting.
Section 2.10 ACTION WITHOUT A MEETING. Any action required to be taken
at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
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Section 2.11 REVOCATION OF CONSENT. Any stockholder giving a written
consent, or the stockholder's proxyholders, or a transferee of the shares or a
personal representative of the stockholder or their respective proxyholders, may
revoke the consent by a writing received by the Corporation prior to the time
that written consents of the number of shares required to authorize the proposed
action have been filed with the secretary of the Corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the secretary of
the Corporation.
SECTION 3
Board of Directors
Section 3.1 NUMBER. The number of directors of the Corporation shall be
not less than one (l) nor more than Seven (7), the exact number of which shall
be fixed within the limits herein specified by approval of the Board of
Directors or by approval of the stockholders, in the manner provided in these
By-laws.
Section 3.2 ORGANIZATION MEETINGS. As promptly as practicable after
each annual meeting of stockholders, an organizational meeting of the Board of
Directors shall be held for the purpose of organization and the transaction of
other business.
Section 3.3 REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such place and time as may be designated by the Board.
Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman, the President, any two directors, or,
if less than two, the remaining director.
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Section 3.5 BUSINESS OF MEETINGS. Except as otherwise expressly
provided in these By-laws, any and all business may be transacted at any meeting
of the Board of Directors; provided, that if so stated in the notice of meeting,
the business transacted at a special meeting shall be limited to the purpose or
purposes specified in the notice.
Section 3.6 TIME AND PLACE OF MEETINGS. Subject to the provisions of
Section 3.4, each meeting of the Board of Directors shall be held on such date,
at such hour and in such place as fixed by the Board or in the notice or waivers
of notice of the meeting or, in the case of an adjourned meeting, as announced
at the meeting at which the adjournment is taken.
Section 3.7 NOTICE OF MEETINGS. No notice need be given of any
organization or regular meeting of the Board of Directors for which the date,
hour and place have been fixed by the Board. Notice of the date, hour and place
of all other organization and regular meetings, and of all special meetings,
shall be given to each director personally, by telephone or telegraph or by
mail. If by mail, the notice shall be deposited in the United States mail,
postage prepaid, directed to the director at his residence or usual place of
business as the same appear on the books of the Corporation not later than 2
days before the meeting. If given by telegraph, the notice shall be directed to
the director at his residence or usual place of business as the same appear on
the books of the Corporation not later than at any time during the day before
the meeting. If given personally or by telephone, the notice shall be given not
later than the day before the meeting. If the address of a director is not
shown on the records and is not readily ascertainable, notice shall be addressed
to him at the city or place in which the meetings of the directors are regularly
held.
Section 3.8 WAIVER OF NOTICE. Anything herein to the contrary
notwithstanding, notice of any meeting of the Board of Directors need not be
given to any director who shall have
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waived in writing notice of the meeting, either before or after the meeting, or
who shall attend such meeting, unless he attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.9 ATTENDANCE BY TELEPHONE. Directors may participate in
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all directors participating in the
meeting can hear one another, and such participation shall constitute presence
in person in the meeting.
Section 3.10 QUORUM AND MANNER OF ACTING. A majority of the total number
of directors at the time provided for pursuant to Section 3.1 shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors
and, except as otherwise provided in these By-laws, in the certificate of
incorporation or by statute, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors if any action taken is approved by
at least a majority of the required quorum for such meeting. A majority of the
directors present at any meeting, regardless of whether or not they constitute a
quorum, may adjourn the meeting to another time or place. Any business which
might have been transacted at the original meeting may be transacted at any
adjourned meeting at which a quorum is present.
Section 3.11 ACTION WITHOUT A MEETING. Any action which could be taken
at a meeting of the Board of Directors may be taken without a meeting if all of
the directors consent to the
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action in writing and the writing or writings are filed with the minutes of
proceedings of the Board.
Section 3.12 RESIGNATION OF DIRECTORS. Any director may resign at any
time upon written notice to the Corporation. The resignation shall become
effective at the time specified in the notice and, unless otherwise provided in
the notice, acceptance of the resignation shall not be necessary to make it
effective.
Section 3.13 REMOVAL OF DIRECTORS. Any reduction of the authorized
number of directors does not remove any director prior to the expiration of such
director's term of office.
Section 3.14 FILLING OF VACANCIES. A vacancy or vacancies in the Board
of Directors shall exist when any authorized position of director is not then
filled by a duly elected director, whether caused by death, resignation,
removal, change in the authorized number of directors (by the Board or the
stockholders) or otherwise. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or convicted of a felony.
Vacancies and newly created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.
Section 3.15 COMPENSATION OF DIRECTORS. The Directors shall be paid
their expenses, if any, for attendance at each meeting of the Board of Directors
and any Committee thereof. Directors who are not in the regular employment of
the Company shall be paid an annual retainer
10
and a per meeting fee according to rates established by the Board from time to
time. Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 4
Committees of the Board of Directors
Section 4.1 EXECUTIVE COMMITTEE. By resolution adopted by an
affirmative vote of the majority of the whole Board of Directors, the Board may
appoint an Executive Committee consisting of three or more other directors and,
if deemed desirable, one or more directors as alternate members who may replace
any absentee or disqualified member at any meeting of the Executive Committee.
If so appointed, the Executive Committee shall, when the Board is not in
session, have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation not reserved to the
Board by the Delaware General Corporation Law, including, but not limited to,
the power and authority to declare a dividend, to authorize the issuance of
stock, to adopt a certificate of ownership and merger under Section 253 of the
Delaware General Corporation Law. The Executive Committee shall keep a record
of its acts and proceedings and shall report the same from time to time to the
Board of Directors.
Section 4.2 OTHER COMMITTEES. By resolution adopted by an affirmative
vote of the majority of the whole Board of Directors, the Board may from time to
time appoint such other committees of the Board, consisting of one or more
directors and, if deemed desirable, one or more directors who shall act as
alternate members and who may replace any absentee or disqualified member at any
meeting of the committee, and may delegate to each such committee
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any of the powers and authority of the Board in the management of the business
and affairs of the Corporation not reserved to the Board. Each such committee
shall keep a record of its acts and proceedings and shall report the same from
time to time to the Board of Directors.
Section 4.3 ELECTION OF COMMITTEE MEMBERS; VACANCIES. So far as
practicable, members of the committees of the Board and their alternates (if
any) shall be appointed at each organization meeting of the Board of Directors
and, unless sooner discharged by an affirmative vote of a majority of the Board
members present at any meeting at which a quorum is present. Committee members
shall hold office until the next organization meeting of the Board and until
their respective successors are appointed. Vacancies in committees of the Board
created by death, resignation or removal may only be filled by an affirmative
vote of a majority of the Board members present at any meeting at which a quorum
is present.
Section 4.4 MEETINGS. Each committee of the Board may provide for
regular meetings of such committee. Special meetings of each committee may be
called by any two members of the committee (or, if there is only one member, by
that member in concert with the President) or by the President of the
Corporation. The provisions of Section 3 regarding the business, time and
place, notice and waivers of notice of meetings, attendance at meetings and
action without a meeting shall apply to each committee of the Board, except that
the references in such provisions to the directors and the Board of Directors
shall be deemed respectively to be references to the members of the committee
and to the committee. Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.
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Section 4.5 QUORUM AND MANNER OF ACTING. The majority of the members of
any committee of the Board shall constitute a quorum for the transaction of
business at meetings of the committee, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee. A majority of the members present at any meeting, regardless of
whether or not they constitute a quorum, may adjourn the meeting to another time
or place. Any business which might have been transacted at the original meeting
may be transacted at any adjourned meeting at which a quorum is present.
SECTION 5
Officers
Section 5.1 ELECTION AND APPOINTMENT. The elected officers of the
Corporation shall consist of a Chairman, a President, one or more Vice
Presidents, a Treasurer, a Secretary and such other elected officers as shall
from time to time be designated by the Board of Directors. The Board shall
designate from among such elected officers a chief executive officer and a
treasurer, and may from time to time make, or provide for, other designations it
deems appropriate. The Board may also appoint, or provide for the appointment
of, such other officers and agents as may from time to time appear necessary or
advisable in the conduct of the affairs of the Corporation. Any number of
offices may be held by the same person. Any Vice President, Assistant Treasurer
or Assistant Secretary, respectively, may exercise any of the powers of the
President, the Treasurer, or the Secretary, respectively, as directed by the
Board of Directors and shall perform such other duties as are imposed upon such
officer by the By-Laws or the Board of Directors.
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Section 5.2 CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, if there be one, shall have the power to preside at all meetings of
the stockholders and of the Board of Directors, and to call meetings of the
stockholders and of the Board of Directors to be held within the limitations
prescribed by law or by these By-Laws, at such times and at such places as the
Chairman of the Board shall deem proper. The Chairman of the Board shall have
such other powers and shall be subject to such other duties as the Board of
Directors may from time to time prescribe.
Section 5.3 PRESIDENT. The powers and duties of the President are:
(a) To act as the chief executive officer of the Corporation
and, subject to the control of the Board of Directors, to have general
supervision, direction and control of the business and affairs of the
Corporation.
(b) In the absence of the Chairman of the Board, or if there be
none, to preside at all meetings of the Board of Directors.
(c) To call meetings of the stockholders and also of the Board
of Directors to be held, subject to the limitations prescribed by law or by
these By-Laws, at such times and at such places as the President shall deem
proper.
(d) Subject to the direction of the Board of Directors, to have
general charge of the property of the Corporation and to supervise and control
all officers, agents and employees of the Corporation.
Section 5.4 PRESIDENT PRO TEM. If neither the Chairman of the Board,
the President, nor any Vice President is present at any meeting of the Board of
Directors, a President pro tem may be chosen to preside and act at such meeting.
If neither the President nor any Vice President
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is present at any meeting of the stockholders, a President pro tem may be chosen
to preside at such meeting.
Section 5.5 VICE PRESIDENT. In case of the absence, disability or death
of the President, the Vice President, or one of the Vice Presidents, shall
exercise all the powers and perform all the duties of the President. If there
is more than one Vice President, the order in which the Vice Presidents shall
succeed to the powers and duties of the President shall be as fixed by the Board
of Directors. The Vice President or Vice Presidents shall have such other
powers and perform such other duties as may be granted or prescribed by the
Board of Directors.
Section 5.6 SECRETARY. The powers and duties of the Secretary are:
(a) To keep a book of minutes at the principal office of the
Corporation, or such other place as the Board of Directors may order, of all
meetings of its directors and stockholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at stockholders' meetings and the proceedings thereof.
(b) To keep the seal of the Corporation and to affix the same to
all instruments which may require it.
(c) To keep or cause to be kept at the principal office of the
Corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.
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(d) To keep a supply of certificates for shares of the
Corporation, to fill in all certificates issued, and to make a proper record of
each such issuance; provided, that so long as the Corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the Corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents.
(e) To transfer upon the share books of the Corporation any and
all shares of the Corporation; provided, that so long as the Corporation shall
have one or more duly appointed and acting transfer agents of the shares, or any
class or series of shares, of the Corporation, such duties with respect to such
shares shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is presented for
transfer, and also, if the Corporation then has one or more duly appointed and
acting registrars, to the reasonable regulations of the registrar to which the
new certificate is presented for registration; and provided, further, that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 6.1 hereof.
(f) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal or neglect of the Secretary to make service or
publication of any notices, then such notices may be served and/or published by
the President or a Vice President, or by any person thereunto authorized by
either of them or by the Board of Directors or by the holders of a majority of
the outstanding shares of the Corporation.
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(g) Generally to do and perform all such duties as pertain to
the office of Secretary and as may be required by the Board of Directors.
Section 5.7 TREASURER. The powers and duties of the Treasurer are:
(a) To supervise and control the keeping and maintaining of
adequate and correct accounts of the Corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares. The books
of account shall at all reasonable times be open to inspection by any director.
(b) To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the Corporation, and, at the
Treasurer's discretion, to cause any or all thereof to be deposited for the
account of the Corporation with such depositary as may be designated from time
to time by the Board of Directors.
(c) To receive or cause to be received, and to give or cause to
be given, receipts and acquittances for moneys paid in for the account of the
Corporation.
(d) To disburse, or cause to be disbursed, all funds of the
Corporation as may be directed by the Board of Directors, taking proper vouchers
for such disbursements.
(e) To render to the President and to the Board of Directors,
whenever they may require, accounts of all transactions and of the financial
condition of the Corporation.
(f) Generally to do and perform all such duties as pertain to
the office of Treasurer and as may be required by the Board of Directors.
Section 5.8 TERM OF OFFICE AND VACANCY. So far as practicable, the
elected officers shall be elected at each organization meeting of the Board, and
shall hold office until the next organization meeting of the Board and until
their respective successors are elected and qualified.
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If a vacancy shall occur in any elected office, the Board of Directors may elect
a successor for the remainder of the term. Appointed officers shall hold office
at the pleasure of the Board. Any officer may resign by written notice to the
Corporation.
Section 5.9 REMOVAL OF ELECTED OFFICERS. Elected officers may be
removed at any time, either for or without cause, by the affirmative vote of a
majority of the whole Board of Directors.
Section 5.10 COMPENSATION OF ELECTED OFFICERS. The compensation of all
elected officers of the Corporation shall be fixed from time to time by the
Board of Directors.
SECTION 6
Shares and Transfer of Shares
Section 6.1 CERTIFICATES. Every stockholder shall be entitled to a
certificate signed by the Chairman or Vice Chairman of the Board of Directors,
or the President or a Vice President, and by the Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the class and number of
shares owned by him in the Corporation; provided that, any and all signatures on
a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or it were such officer, transfer agent or registrar at the
date of issue.
Section 6.2 TRANSFER AGENTS AND REGISTRARS. The Board of Directors may,
in its discretion, appoint one or more responsible banks or trust companies as
the Board may deem
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advisable, from time to time, to act as transfer agents and registrars of shares
of the Corporation; and, when such appointments shall have been made, no
certificate for shares of the Corporation shall be valid until countersigned by
one of such transfer agents and registered by one of such registrars.
Section 6.3 TRANSFERS OF SHARES. Shares of the Corporation may be
transferred by delivery of the certificates therefor, accompanied either by an
assignment in writing on the back of the certificates or by written power of
attorney to sell, assign and transfer the same, signed by the record holder
thereof; but no transfer shall affect the right of the Corporation to pay any
dividend upon the shares to the holder of record thereof, or to treat the holder
of record as the holder in fact thereof for all purposes, and no transfer shall
be valid, except between the parties thereto, until such transfer shall have
been made upon the books of the Corporation.
Section 6.4 STOCKHOLDERS' ADDRESSES. Every stockholder or transferee
shall furnish the Secretary or a transfer agent with the address to which notice
of meetings and all other notices may be served upon or mailed to said
stockholder or transferee, and in default thereof, said stockholder or
transferee shall not be entitled to service or mailing of any such notice.
Section 6.5 LOST CERTIFICATES. In case any certificate for shares of
the Corporation shall be lost, stolen or destroyed, the Board of Directors, in
its discretion, or any transfer agent thereunto duly authorized by the Board,
may authorize the issue of a substitute certificate in place of the certificate
so lost, stolen or destroyed, and may cause such substitute certificate to be
countersigned by the appropriate transfer agent (if any) and registered by the
appropriate registrar (if any); provided that, in each such case, the applicant
for a substitute certificate shall furnish to the Corporation and to such of its
transfer agents and registrars as may require the same,
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evidence to their satisfaction, in their discretion, of the loss, theft or
destruction of such certificate and of the ownership thereof, and also such
security or indemnity as may by them be required. The Board of Directors may
adopt such other provisions and restrictions with reference to lost
certificates, not inconsistent with applicable law, as it shall in its
discretion deem appropriate.
Section 6.6 RECORD DATES. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or to express consent to action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of shares or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date which shall be not more than sixty nor less than ten days before
the date of any meeting of stockholders, and not more than sixty days prior to
any other action. In such case, those stockholders, and only those
stockholders, who are stockholders of record on the date fixed by the Board of
Directors shall, notwithstanding any subsequent transfer of shares on the books
of the Corporation, be entitled to notice of and to vote at such meeting of
stockholders, or any adjournment thereof, or to express consent to such
corporate action in writing without a meeting, or entitled to receive payment of
such dividend or other distribution or allotment of rights, or entitled to
exercise rights in respect of any such change, conversion or exchange of shares
or to participate in any such other lawful action.
Section 6.7 SHARES HELD BY THE CORPORATION. Shares in other
corporations standing in the name of this Corporation may be voted or
represented and all rights incident thereto may be
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exercised on behalf of this Corporation by the President or by any other officer
of this Corporation authorized to do so by resolution of the Board of Directors.
SECTION 7
Miscellaneous
Section 7.1 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 7.2 SIGNATURE ON NEGOTIABLE INSTRUMENTS. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned in such manner as from time to time may be prescribed by
resolution of the Board of Directors.
Section 7.3 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND FIDUCIARIES; INSURANCE. (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of
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any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceedings
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referred to in Subsections (a) and (b) above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under Subsections (a) and (b) above
(unless ordered by a court) shall be made by the Corporation only in the
specific case upon a determination that the indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Subsections (a) and (b). Such
determination shall be made (1) by the Board of Directors or the Executive
Committee by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (2) or if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation as
incurred by the officer or director in advance of the final disposition of such
action, suit or proceeding upon receipt of a written undertaking or agreement in
a form satisfactory to the Corporation by such officer or director to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section 7.3. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section 7.3 shall not be
deemed exclusive of any other
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rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
(g) The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Section 7.3.
(h) For purposes of this Section 7.3, references to the
"Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under and subject to the provisions of this
Section 7.3 (including, without limitation the provisions of Subsection 7.3(d)
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.
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(i) For purposes of this Section 7.3, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Section 7.3.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 7.3 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7.4 FORM OF RECORDS. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.
Section 7.5 CERTIFICATION AND INSPECTION OF BY-LAWS. The Corporation
shall keep at its principal office the original or a copy of these By-Laws as
amended to date, which shall be open
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to inspection by the stockholders at all reasonable times during office hours.
It shall upon the written request of any stockholder furnish to such stockholder
a copy of the By-Laws as amended to date.
Section 7.6 NOTICES. Any reference in these By-Laws to the time a
notice is given or sent means, unless otherwise expressly provided, the time a
written notice by mail is deposited in the United States mails, postage prepaid;
or the time any other written notice is personally delivered to the recipient or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic means, to the recipient; or the time
any oral notice is communicated, in person or by telephone or wireless, to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.
SECTION 8
By-Law Amendments
Section 8.1 BY THE STOCKHOLDERS. These By-laws may be adopted, amended
or repealed by the stockholders at a meeting called for the purpose in any
manner not inconsistent with any provision of law or of the certificate of
incorporation.
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Section 8.2 BY THE DIRECTORS. These By-laws may be adopted, amended or
repealed by the affirmative vote of a majority of the whole Board of Directors
in any manner not inconsistent with any provision of law or of the certificate
of incorporation.
/s/ Xiaoyun An
---------------------------
Secretary
Dated: 8-30-88
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