EXHIBIT 3.19.2
BYLAWS
OF
CWP ACQUISITION, INC.
ARTICLE 1 - Offices
Section 1.1 REGISTERED OFFICE. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, 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.
ARTICLE 2 - Meetings of Stockholders
Section 2.1 ANNUAL MEETINGS. Annual meetings of stockholders shall be
held on a date set by the Board of Directors 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 meeting.
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 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 QUORUM AND MANNER OF ACTING. Subject to the provisions of
these bylaws, 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 50% of the outstanding shares of the Corporation entitled
to vote at any meeting of stockholders, plus one share, shall constitute a
quorum for the transaction of business, and 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. 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.
Section 2.7 VOTING. Stockholders shall be entitled to cumulative
voting at all elections of directors to the extent provided in or pursuant to
the certificate of incorporation. 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.
Section 2.8 INSPECTION 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
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
or ballots, 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 2.9 LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at each meeting of stockholders, arranged in alphabetical
order, and showing the address and number of shares registered in the name of
each stockholder, shall be prepared and made available for examination during
regular business hours by any stockholder for any purpose germane to the
meeting. The list shall be available for such examination at the place where
the meeting is to be held for a period of not less than ten days prior to the
meeting and during the whole time 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.
ARTICLE 3 - Board of Directors
Section 3.1 NUMBER. The number of directors shall be no less than one
and no more than five, and shall be set by the Board of Directors by adoption
of a resolution with respect thereto.
Section 3.2 ORGANIZATION MEETINGS. As promptly as practicable after
each annual meeting of stockholders, an organization 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 three directors,
or, if less than three, the remaining directors.
2
Section 3.5 BUSINESS OF MEETINGS. Except as otherwise expressly
provided in these bylaws, 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 five 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.
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 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 bylaws, 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 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 action in writing and the writing or
writings are filed with the minutes 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 VACANCIES AND REMOVAL. Vacancies in the Board of
Directors, except vacancies created by removal of a director by the
shareholders, may be filled by a majority of the remaining directors, though
less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until a successor is elected at an annual or a
special meeting of the shareholders in accordance with these Bylaws.
3
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future time, the Board or the shareholders may elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's
term of office.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors is increased, or if the shareholders fail at
any annual or special meeting of shareholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting. The Board 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.
All the directors, or any individual director or directors, may be
removed from office, without cause, by the vote of the shareholders having
a majority of the voting power entitling them to elect directors in place of
those to be removed.
ARTICLE 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 the chief executive officer
of the Corporation, EX OFFICIO, and two 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 all the power and authority of the Board in the
management of the business and affairs of the Corporation not reserved to the
Board by Section 4.3 including, but not limited to, the power and authority to
declare dividends, to authorize the issuance of stock and to adopt a
certificate of ownership and merger. 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 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 pursuant to Section 4.3.
Each such committee shall keep a record of its acts and proceedings.
Section 4.3 POWERS RESERVED TO THE BOARD. No committee of the Board
shall take any action to amend the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board, fix any
of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other class or
classes of stock of the Corporation) or these bylaws, adopt any agreement to
merge or consolidate the Corporation, or recommend to the stockholders a
sale, lease or exchange of all or substantially all of the property and
assets of the Corporation, a dissolution of the Corporation or a revocation
of a dissolution of the Corporation; nor shall any committee of the Board
take any action which is required in these bylaws, in the certificate of
incorporation or by statute to be taken by a vote of a specified proportion
of the whole Board of Directors.
Section 4.4 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 the
majority of the whole Board, shall hold office until the next organization
meeting of the Board and until their respective successors are appointed. In
the
4
absence or disqualification of any member of a committee of the Board, the
member or members (including alternates) present at any meeting of the
committee and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another director to act at a
meeting in place of any absent or disqualified member. Vacancies in committees
of the Board created by death, resignation or removal may be filled by an
affirmative vote of a majority of the whole Board of Directors.
Section 4.5 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 chief executive officer) or by the chief
executive officer 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.
Section 4.6 QUORUM AND MANNER OF ACTING. A 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.
ARTICLE 5 - Officers
Section 5.1 ELECTION AND APPOINTMENT. The elected officers of the
Corporation shall consist of a Chief Executive Officer, 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
chief financial officer of the Corporation, 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, except no person may at the same time be both the Chief Executive
Officer and the chief financial officer.
Section 5.2 DUTIES OF CHIEF EXECUTIVE OFFICER. The chief executive
officer of the Corporation shall preside at all meetings of stockholders and
(unless the Board of Directors elects a separate Chairman) at all meetings of
the Board of Directors and the Executive Committee and, except to the extent
otherwise provided in these bylaws or by the Board, shall have general
authority to execute any and all documents in the name of the Corporation and
general and active supervision and control of all of the business and affairs
of the Corporation. In the absence of the chief executive officer, his duties
shall be performed and his powers may be exercised by the chief financial
officer or by such other officer as shall be designated either by the chief
executive officer in writing or (failing such designation) by the Executive
Committee or Board of Directors.
Section 5.3 DUTIES OF OTHER OFFICERS. The other officers of the
Corporation shall have such powers and duties not inconsistent with these
bylaws as may from time to time be conferred upon them in or pursuant to
resolutions of the Board of Directors, and shall have such additional powers
and duties not inconsistent with such resolutions as may from time to time be
assigned to them by any competent superior officer. The Board shall assign to
one or more of the officers of the Corporation the duty to record the
proceedings of the meetings of the stockholders and the Board of Directors in
a book to be kept for that purpose.
Section 5.4 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. If a vacancy
shall occur in any elected office, the Board
5
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 5.5 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 at a meeting called for that
purpose.
Section 5.6 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.
ARTICLE 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 Chief Executive Officer or the President, and by the Chief
Financial Officer or the Treasurer or an Assistant 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 in the City of New York or in such other city or cities (if any) as
the Board may deem 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 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, any 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, 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.
Section 6.5 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
6
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.
ARTICLE 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 may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware, as such laws may be
amended from time to time, and shall so indemnify to the full extent
permitted by such laws, any person (and the heirs and legal representatives
of any such person) made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such person is
or was a director, officer, employee, agent, or fiduciary of the Corporation
or any constituent corporation absorbed in a consolidation or merger,
or serves or served as such with another corporation, partnership, joint
venture, trust or other enterprise at the request of the Corporation or any
such constituent corporation.
(b) By action of the Board of Directors notwithstanding any interest of
the directors in such action, the Corporation may purchase and maintain
insurance in such amounts as the Board of Directors deems appropriate on
behalf of any person who is or was a director, officer, employee, agent or
fiduciary of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, agent or fiduciary 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 shall
have power to indemnify him against such liability under the provisions of
this Section.
ARTICLE 8 - Bylaw Amendments
Section 8.1 BY THE STOCKHOLDERS. These bylaws may be amended 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.
Section 8.2 BY THE DIRECTORS. These bylaws may be amended 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.
7
August, 1999