EXHIBIT 3.1
-----------
HARSCO CORPORATION
****
BY-LAWS
****
As adopted by the original incorporators of Harsco Corporation and approved by
the Board of Directors of Harsco Corporation at the first meeting of Directors
held February 29, 1956,
and
Including amendment of Section 2, Article II proposed at the Board of Directors
meeting held May 22, 1956 and amended at the meeting of the Board of Directors
held June 21, 1956,
and
Including amendment of Section 2, Article II proposed at the Board of Directors
meeting held July 31, 1956 and amended at the meeting of the Board of Directors
held August 28, 1956,
and
Including amendment of Section 2, Article II proposed at the Board of Directors
meeting held November 25, 1958 and amended at the meeting of the Board of
Directors held December 30, 1958,
and
Including amendment of Section 2, Article II proposed at the Board of Directors
meeting held April 30, 1963 and amended at the meeting of the Board of Directors
held June 12, 1963,
and
Including amendment of Section 8, Article II proposed at the Board of Directors
meeting held August 8, 1967 and amended at the meeting of the Board of Directors
held September 26, 1967,
and
Including amendment of Section 3, Article III proposed at the Board of Directors
meeting held June 11, 1968 and amended at the meeting of the Board of Directors
held July 23, 1968,
and
Including amendment of Section 1, Article IV proposed at the Board of Directors
meeting held February 17, 1970 and amended at the meeting of the Board of
Directors held April 28, 1970,
and
Including amendment of Section 3, Article III proposed at the Board of Directors
meeting held June 31, 1972 and amended at the meeting of the Board of Directors
held July 25, 1972,
and
Including the amendment of Section 6, Article II and the amendment of Article
VII proposed at the Board of Directors meeting held April 27, 1976 and amended
at the meeting of the Board of Directors held June 8, 1976,
and
Including the amendment of Section 8, Article II proposed and adopted at the
meeting of the Board of Directors held April 6, 1981,
and
Including a restatement of all Articles proposed and adopted at the meeting of
the Board of Directors held February 18, 1982,
and
Including the amendment of Section 1, Article II, the amendment of Section 2,
Article II, the addition of a new Section 3, Article II, the amendment of the
first paragraph of renumbered Section 7, Article II, the deletion of existing
Section 7, Article II, the amendment of Section 11, Article II, and the
amendment of Sections 2 through 4, Article III proposed and adopted at the
meeting of the Board of Directors held February 19, 1986,
and
Including the amendment of Section 9, Article III proposed and adopted at the
meeting of the Board of Directors held March 15, 1990 and effective April 25,
1990,
and
Including the amendment of Sections 6, 7 and 9, Article II and the amendment of
Sections 2, 3 and 4, Article III proposed at the Board of Directors meeting held
January 25, 2005
-2-
and amended at the annual meeting of the stockholders of Harsco Corporation held
April 26, 2005,
and
Including the amendment of Sections 1 and 3, Article V proposed and adopted at
the meeting of the Board of Directors held January 23, 2007 and effective
January 23, 2007.
-3-
BY-LAWS
OF
HARSCO CORPORATION
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation shall be
in the City of Wilmington, County of New Castle, State of Delaware until
otherwise established by a vote of a majority of the Board of Directors in
office, and a statement of such change is filed in the manner provided by
statute.
Section 2. Other Offices. The Corporation may also have offices at such other
places within or without the State of Delaware as the Board of Directors may
from time to time determine or the business of the Corporation requires.
ARTICLE II
STOCKHOLDERS MEETINGS
---------------------
Section 1. Annual Meetings. The annual meeting of the stockholders of the
Corporation shall be held at such place within or without the State of Delaware
and on such date and at such time as shall be designated by the Board of
Directors and as shall be designated in the notice of said meeting, which day
shall be not more than thirteen months after the preceding annual meeting, for
purpose of electing Directors and for the transaction of such other business as
may properly be brought before the meeting. If no such place, date and time are
fixed by the Board of Directors, then the meeting shall be held at the principal
office of the Corporation on the last Tuesday of April, if not a legal holiday,
and if a legal holiday, on the next succeeding day, at 10:00 a.m.
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 sixty days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy 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 tenth day
following the date 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 proposed to bring
before the annual meeting (a) a brief description of the business desired to be
brought before 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 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 an annual meeting except in accordance with the procedures
set forth in this Section 1. The presiding officer of an 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 1, 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. Special Meetings. Special meeting of stockholders may be called at
any time in the manner provided in Article Fifteenth of the Restated Certificate
of Incorporation, may be held at such place within or without the State of
Delaware and on such date and at such time as shall be designated by the Board
of Directors and stated in the notice of said meeting.
Section 3. Stockholder Action. Any action required or permitted to be taken by
the stockholders of the Corporation must be effected at a duly called annual or
special meeting of such holders and may not be effected by any consent in
writing by such holders.
Section 4. Notice of Meetings. Notice of the time, place and purpose or purposes
of every meeting of stockholders shall be in writing and signed by the President
or Vice President or the Secretary or an Assistant Secretary, and a copy thereof
shall be served upon each stockholder of record entitled to vote at such meeting
either personally or by mail at the address of each stockholder as shown by the
stock records of the Corporation, or by any other lawful means, not less than
ten, or more than sixty, days before the meeting.
Section 5. Quorum. A quorum at all meetings of stockholders shall consist of the
holders of record of a majority of the shares of the capital stock of the
Corporation, issued and outstanding, entitled to vote at the meeting, present in
person or by proxy, except as otherwise provided by law or the Certificate of
Incorporation. In the absence of a quorum at any meeting or any adjournment
thereof, a majority of those present in person or by proxy and entitled to vote
may adjourn such meeting from time to time. At any such adjourned meeting at
which a quorum is present any business may be transacted which
might have been transacted at the meeting as originally called. If a quorum is
present at any meeting of stockholders and the meeting is adjourned to reconvene
at a later time or date or different place, no notice need be given other than
an announcement at the meeting of the place, date and time to which the meeting
is adjourned, provided that if any adjournment, whether a quorum is present or
not, is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 6. Organization. Meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors, or the President, a Vice President, or
if none of the foregoing is present, by a chairman to be chosen by the holders
of a majority of the shares of capital stock present in person or by proxy
entitled to vote at the meeting. The Secretary of the Corporation, or in his
absence, an Assistant Secretary, shall act as Secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the chairman of the
meeting shall choose any person present to act as secretary of the meeting.
Section 7. Voting. Except as otherwise provided by law, at every meeting of
stockholders, each stockholder of the Corporation entitled to vote at such
meeting shall have one vote in person or by proxy for each share of stock having
voting rights held by him and registered in his name on the books of the
Corporation.
Any vote with respect to stock of the Corporation may be cast by the stockholder
entitled to vote in person or by his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his authorized attorney, and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date, unless said proxy
provides for a longer period. A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be effective
until notice thereof has been given to the Secretary of the Corporation.
A proxy shall not be revoked by the death or incapacity of the maker unless,
before the authority is exercised, written notice of such death or incapacity is
given to the Secretary of the Corporation. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether or not the interest with
which it is coupled is an interest in the stock itself or an interest in the
Corporation generally.
Except as otherwise required by law or these By-laws, a quorum being present,
any matter coming before any meeting of the stockholders shall be decided by a
vote of a majority of the shares of capital stock entitled to vote upon such a
matter present in person or by proxy at such meeting. At all elections of
directors, a quorum being present, the voting shall be by ballot and a plurality
of the votes cast shall elect.
Section 8. List of Stockholders. At least ten days before every meeting of
stockholders, the Secretary shall prepare and make a complete list of
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of the stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 9. Inspectors of Election. All elections of directors shall be by
written ballot, unless otherwise provided in the Certificate of Incorporation;
the vote upon any other matter need not be by ballot. In advance of any meeting
of stockholders the Board of Directors shall appoint one or more inspectors of
election, who need not be stockholders, to act at such meeting or any
adjournment thereof. The Board of Directors 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 chairman of any
such meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of inspector, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of such inspector's ability. No person
who is a candidate for office shall act as an inspector.
If inspectors of election are appointed as aforesaid, they shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; receive votes or ballots; hear and determine all
challenges and questions in any way arising in connection with the right to
vote; count and tabulate all votes; determine the result; and do such acts as
may be proper to conduct the election or vote with fairness to all stockholders.
If there be three inspectors of election, the decision, act or certificate of a
majority shall be effective in all respects as the decision, act or certificate
of all.
On request of the Chairman of the meeting or of any stockholder or his proxy,
the inspectors shall make a report in writing or any challenge or question or
matter determined by them, and execute a certificate of any fact found by them.
Section 10. Record Holder of Shares. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
Section 11. Fixing Record Date. The Board of Directors shall have the power to:
a. Fix a time not more than sixty or less than ten days before the date
of any meeting of stockholders at the time as of which stockholders
entitled to notice of and to vote at such meeting shall be determined;
and
b. Fix a time not more than sixty days before the date fixed for the
payment of any dividend or other distribution or allotment of any
rights or the exercise of any rights in respect of any change,
conversion or exchange of stock for any other lawful action, at the
time as of which stockholders whose consent is required or may be
expressed for any purpose or stockholders entitled to receive any such
dividend, distribution, allotment of rights or right to exercise
rights shall be determined; and all persons who are holders of record
of voting stock at such time and no others shall be entitled to notice
of and to vote at such meeting and only stockholders of record at the
time so fixed shall be entitled to receive such dividend,
distribution, allotment of rights or rights to exercise rights.
ARTICLE III
DIRECTORS
---------
Section 1. Powers. The property, affairs and business of the Corporation
generally shall be managed under the direction of the Board of Directors, who
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or the Certificate of Incorporation or the By-laws to
be exercised or done by the stockholders.
Section 2. Number, Qualification, Election and Terms. Except as otherwise fixed
pursuant to the provisions of Article Fourth of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, the number of Directors
shall be fixed from time to time by the Board of Directors but shall not be less
than five nor more than twelve persons. No person who shall have attained the
age of seventy-two shall be eligible for election to the Board of Directors
unless he shall be nominated by a three-fourths vote of the members of the Board
present. The Directors shall be elected at each annual meeting of stockholders,
except as provided in Section 3 of this Article III, and each Director shall
hold office until the next annual meeting of stockholders and until such
Director's successor is elected and qualified, except as required by law.
The term "entire Board" as used in these By-laws means the total number of
Directors, as from time to time fixed by the Board, which the Corporation would
have if there were no vacancies.
Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately preceding annual
meeting, and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of Directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a Director of the
Corporation if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
Section 3. Newly Created Directorships and Vacancies. Except as otherwise fixed
pursuant to the provisions of Article Fourth of the Certificate of Incorporation
relating to the rights of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, newly created directorships resulting
from any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled solely by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the Board
of Directors, or by a sole remaining Director. Any Director elected in
accordance with the preceding sentence shall hold office until the next annual
meeting of the stockholders and until such Director's successor is elected and
qualified, except as required by law. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director.
Section 4. Removal. Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, any Director may be removed from
office, with or without cause, only by the affirmative vote of the holders of
eighty percent of the combined voting power of the then outstanding shares of
stock entitled to vote generally in the election of Directors, voting together
as a single class.
Section 5. Resignations. Any Director of the Corporation may resign at any time
by giving written notice to the President or Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. Meetings. Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as may from time to time be fixed
by resolution of the Board or as may be specified in the call of any meeting.
Regular meetings of the Board of Directors shall be held at such times and
places as may at any time be fixed by resolution of the Board and may be held
without further notice. A meeting of the Board shall be held without notice
immediately following the annual meeting of the stockholders.
Special meetings may be held at any time upon the call of the Chairman of the
Board, the President or three of the Directors then in office. Notice of any
special meeting shall be given to each Director orally, telegraphically or
otherwise in writing, and shall contain the place, time and date of the meeting.
Meetings may be held at any time without notice if those not present waive
notice of the meeting in writing.
One or more Director may participate in a meeting of the Board, or of a
committee of the Board, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
paragraph shall constitute presence in person at such meeting.
Section 7. Quorum, Manner of Acting and Adjournment. At all meetings of the
Board of Directors a majority of the Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the board of
Directors, except as may be otherwise specifically provided by law or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Unless otherwise restricted by the Certificate of Incorporation or these
By-laws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board.
Section 8. Committees. The Board of Directors may in its discretion, by
resolution adopted by a majority of the whole Board, appoint committees which
shall have and may exercise, to the extent permissible under the General
Corporation Law of Delaware and the Certificate of Incorporation, such powers as
shall be conferred or authorized by the resolution appointing them. The Board
shall have the power at any time to change the members of any such committee, to
fill vacancies thereon, and to discharge any such committee.
Section 9. Indemnification of Directors and Officers. The Corporation shall, to
the fullest extent permitted by applicable law, 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
(including any such actions by or in the right of the corporation or other
entity) by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation (or of such a constituent corporation,
including any constituent of a constituent, absorbed in a consolidation or
merger by the Corporation), or is or was serving at the request of the
Corporation (or of such a constituent corporation) as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against all expenses (including attorneys' fees and costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding upon a determination having been
made as to his good faith and conduct as required by applicable law. Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding to the extent, if any, authorized by the Board upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided hereby shall
not be deemed exclusive of any other such rights provided for pursuant to
agreement or otherwise.
Section 10. Compensation of Directors. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of Directors. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director or both. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
OFFICERS
--------
Section 1. Number. The Board of Directors, immediately following the annual
meeting of the stockholders of the Corporation, shall elect a Chairman of the
Board, a President, a Secretary and a Treasurer, and from time to time may
appoint such Assistant Secretaries, Assistant Treasurers and such other
officers, including one or more Vice Presidents, as it may deem proper. Any two
offices, other than the offices of President and Secretary, may be held by the
same person.
Section 2. Term and Removal. The term of office of all officers shall be one
year and until their respective successors are elected and qualify, but any
officer may be removed from office, either with or without cause, at any time by
the affirmative vote of a majority of the members of the Board of Directors then
in office. A vacancy in any office arising from any cause may be filled for the
unexpired portion of the term by the Board of Directors.
Section 3. Powers and Duties. The officers of the Corporation shall each have
such powers and duties as generally pertain to their respective offices, and in
addition thereto, such powers and duties as may from time to time be conferred
by the Board of Directors.
The Chairman of the Board shall preside at all meetings of the Board of
Directors and of the stockholders and shall advise and consult with the other
members of the Board, the President and other officers concerning the property,
affairs and business of the Corporation. He shall, in the absence or incapacity
of the President, perform all duties and functions of the President.
The President shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the Directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, or any other officer or officers of the Corporation. He shall, in the
absence or incapacity of the Chairman of the Board, perform all duties and
functions of the Chairman of the Board.
The Chief Executive Officer of the Corporation shall be either the Chairman of
the Board or the President, as may be designated by the Board of Directors from
time to time. He shall exercise general supervision over the property, affairs
and business of the Corporation and shall possess and exercise such powers as
may be granted to him by action of the Board.
The Vice Presidents of the Corporation shall have the authority and shall
perform such duties and services as shall be assigned to or required of them
from time to time by the Board of Directors or the Chief Executive Officer.
The Treasurer, subject to the supervision of the President, shall have the care
and custody of all funds and securities of the Corporation. He shall cause all
such funds to be deposited in the name of the Corporation in such banks as the
Board of Directors may direct, and he shall keep permanent records of the
evidences of property or indebtedness and of the financial transactions of the
Corporation. The Treasurer shall exercise such other powers and perform such
other duties as may be conferred or imposed upon him by law, by the By-laws or
by the Board of Directors.
The Secretary shall attend all meetings of the Board and of the stockholders and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for the committees, if any, when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. He shall keep
in the safe custody the seal of the Corporation, and when any instrument
requiring the corporate seal to be affixed shall first have been signed by the
Chairman of the Board, the President or a Vice President, shall affix the seal
to any instrument requiring it and, when so affixed, it shall be attested by his
signature.
In the absence or incapacity of the Secretary, any Assistant Secretary may,
except as otherwise provided by law, exercise the powers and perform the duties
of the Secretary.
In the absence or incapacity of the Treasurer, any Assistant Treasurer may,
except as otherwise provided by law, exercise the powers and perform the duties
of the Treasurer.
Section 4. Subordinate Officers, Committees and Agents. The Board of Directors
may from time to time elect such other officers and appoint such committees,
employees or other agents as it deems necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as are
provided in these By-laws, or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer or committee the
power to elect subordinate officers and to retain or appoint employees or other
agents, or committees thereof, and to prescribe the authority and duties of such
subordinate officers, committees, employees or other agents.
Section 5. Miscellaneous. All checks and drafts on the Corporation's bank
accounts and all bills of exchange and promissory notes and all acceptances,
obligations and other instruments for the payment of money shall be signed by
such officer or officers, agent or agents, as shall be authorized from time to
time by the Board of Directors.
ARTICLE V
STOCK
-----
Section 1. Form of Certificates. The shares of capital stock of the Corporation
will be represented by certificates, provided that the Board of Directors may
provide by resolution or resolutions that some or all of any or all classes or
series of the Corporation's stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. The certificates for shares of
stock shall be in such form as the Board of Directors may from time to time
prescribe. The certificates of stock shall be signed by, or in the name of, the
Corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer of the Corporation and sealed with the seal of the
Corporation. Such seal may be a facsimile, engraved or printed. If such
certificate is countersigned (1) by a transfer agent other than the Corporation
or its employees, or (2) by a registrar other than the Corporation or its
employees, any other signature on the certificate may be a facsimile, engraved
or printed. 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 were
such officer, transfer agent or registrar at the date of issue.
Section 2. Lost, Stolen, Destroyed or Mutilated Certificates. No certificates
for shares of stock in the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
Corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the Board of Directors may in its discretion require.
Section 3. Transfer Agent Registrar. The Board of Directors may appoint one or
more transfer clerks or one or more transfer agents and one or more registrars,
and may require all certificates of stock, if any, to bear the signature or
signatures of any of them. Any such transfer clerk, transfer agent and registrar
shall transfer stock in accordance with its customary transfer procedures and in
accordance with applicable laws and regulations.
ARTICLE VI
FISCAL YEAR
-----------
The fiscal year of the Corporation shall begin on the first day of January in
each year and shall end on the thirty-first day of December next following.
ARTICLE VII
CORPORATE SEAL
--------------
The corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware." Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
----------
The stockholders, by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote, may at any regular or any special meeting
alter or amend these By-laws, if notice that such matter is to be presented is
contained in the notice of the meeting.
The Board of Directors, by the affirmative vote of a majority of its members,
may at any regular or any special meeting alter or amend these By-laws.