Exhibit 3.1
AMENDED AND RESTATED
BY-LAWS
of
DEL GLOBAL TECHNOLOGIES CORP.
(a New York Corporation)
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ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be located in Valhalla, New York.
Section 2. Other Offices. The Corporation may also have offices at
such other place or places within or without the State of New York as the Board
of Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
SHAREHOLDER'S MEETINGS
Section 1. Place of Meetings. Annual and special meetings of the
shareholders shall be held at such place within or without the State of New York
as may be fixed from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meeting of the shareholders
of the Corporation for the election of directors and the transaction of such
other business as may properly be brought before the meeting shall be held on
such date and at such time as the Board
of Directors may fix, provided that such date shall not be less than eleven (11)
nor more than thirteen (13) months after the date of the last annual meeting.
Section 3. Special Meetings. Special Meetings of the shareholders
shall be held at the principal office of the Corporation in the State of New
York, or at such other place within or without the State of New York as may be
designated in the notice of said meeting, upon call of the President or by
resolution of the Board of Directors.
Section 4. Notice of Meetings. Written notice of the date, place and
hour of every meeting of shareholders shall be given by the President or the
Secretary either personally or by mail or by any other lawful means of
communication not less than ten (10) nor more than fifty (50) days before the
meeting to each shareholder entitled to vote at such meeting. Notice of a
special meeting shall state the purpose or purposes for which it is called and
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. If, at any meeting, whether annual or special, action is
proposed to be taken which would, if taken, entitle shareholders fulfilling
requirements of law to receive payment for their share, the notice of such
meeting shall include a statement of that purpose and to that affect. If mailed,
such notice shall be directed to each shareholder at his address as it appears
on the record of shareholders unless he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Except
where otherwise required by law, notice of any adjourned meeting of the
shareholders of the Corporation shall not be required to be given.
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Section 5. Waivers of Notice. Notice of meeting need not be given to
any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
Section 6. Quorum. The holders of a majority of the votes of shares
entitled to vote thereat, either in person or by proxy, shall constitute a
quorum at a meeting of shareholders for the transaction of any business, except
as otherwise provided by law or by the Certificate of Incorporation. In the
absence of a quorum at any meeting or any adjournment thereof, a majority of the
shareholders present in person or by proxy and entitled to vote may adjourn such
meeting.
Section 7. Adjournment of Meetings. Except as provided in Section 6
hereof, any meeting of shareholders, annual or special, may be adjourned solely
by the chair of the meeting from time to time to reconvene at the same or some
other time, date and place. The shareholders present at a meeting shall not have
authority to adjourn the meeting, except as provided in Section 6 hereof. Notice
need not be given of any such adjourned meeting if the time, date and place
thereof are announced at the meeting at which the adjournment is taken. If the
time, date and place of the adjourned meeting are not announced at the meeting
at which the adjournment is taken, then the Secretary of the Corporation shall
give written notice of the time, date and place of the adjourned meeting, either
personally or by mail, not less than ten days prior to the date of the adjourned
meeting. Such notice shall be given to each shareholder present at the meeting
at which the adjournment was taken. It is not required that notice be
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given to shareholders who were not present at the meeting at which the
adjournment was taken. The provisions of Section 4 of these By-Laws shall govern
the delivery of such notice.
At the adjourned meeting at which a quorum is present, the shareholders may
transact any business that might have been transacted at the original meeting.
Once a share is represented for any purpose at a meeting, it shall be present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the adjourned
meeting. A new record date must be set if the meeting is adjourned in a single
adjournment to a date more than 120 days after the original date fixed for the
meeting. If after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting consistent with the new record
date.
Section 7A. Conduct of Meetings. Meetings of shareholders shall be
presided over by the Chairman of the Board or by another chair designated by the
Board. The date and time and the opening and the closing of the polls for each
matter upon which the shareholders will vote at a meeting shall be determined by
the chair of the meeting and announced at the meeting. The Board may adopt by
resolution such rules and regulations for the conduct of the meeting of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board, the chair of any
meeting of shareholders shall have the exclusive right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chair, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chair of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at
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the meeting and the safety of those present; (iii) limitations on attendance at
or participation in the meeting to shareholders of record of the Corporation,
their duly authorized and constituted proxies or such other persons as the chair
of the meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board or the chair of the meeting, meetings of shareholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.
Section 8. Voting. Except as otherwise provided in the Certificate
of Incorporation or By-Laws, at every meeting of the shareholders each
shareholder of record entitled to vote at such meeting shall have one vote in
person or by proxy for each share of capital stock having voting rights held by
him and registered in his name on the books of the Corporation as of the record
date for such meeting. Any vote of shares of capital stock of the Corporation
may be given by the shareholder entitled thereto in person or by his proxy
appointed by an instrument in writing which is subscribed by such shareholder or
by his duly authorized attorney-in-fact, if it meets all other legal
requirements, and is delivered to the secretary of the meeting. Except as
otherwise required by law, by the Certificate of Incorporation or these By-Laws,
directors shall be elected by a plurality of votes cast at a meeting of
shareholders at which a quorum is present and all other matters coming before
any meeting of the shareholders shall be decided by a majority of the votes cast
at such meeting. Voting on any matter may but need not be by ballot.
Section 9. Inspectors of Election. In elections of directors, or in
any other case in which inspectors of election may act one or more inspectors
may be appointed by the chairman of the meeting. Each inspector of election
shall take and subscribe an oath faithfully
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to execute the duties of Inspector at such meeting with strict impartiality, and
according to the best of his ability. The inspectors shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election in fairness to all shareholders.
Section 10. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be in
writing and signed by the shareholder or his attorney-in-fact. No proxy shall be
valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except as otherwise provided in the proxy in
those cases where any irrevocable proxy is permitted by law.
Section 11. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date shall
not be more than fifty (50) nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action.
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Section 12. Consents. Whenever by any provision of law shareholders
are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
in person or by proxy by the holders of all outstanding shares entitled to vote
thereon. However, this section shall not be construed to alter or modify any
provision of law or any provision of the Certificates of Incorporation under
which the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.
Section 13. Advance Notice Requirement for Shareholder Nominations
of Directors or Shareholder Proposed Business.
(a) Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the shareholders may be made at an
annual meeting of shareholders (i) pursuant to the Corporation's notice with
respect to such meeting, (ii) by or at the direction of the Board of Directors
or (iii) by any shareholder of record of the corporation who was a shareholder
of record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 13.
(b) For nominations or other business to be properly brought before an
annual meeting by a shareholder, (i) the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation, (ii) such
business must be a proper matter for shareholder action under the Business
Corporation Law of the State of New York, (iii) if the shareholder, or the
beneficial owner on whose behalf any such proposal or nomination is made, has
provided the Corporation with a Solicitation Notice, as that term is defined in
this Section, such shareholder or beneficial owner must, in the case of a
proposal, have delivered a proxy statement and form of
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proxy to holders of at least the percentage of the corporation's voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the corporation's voting shares reasonably believed
by such shareholder or beneficial holder to be sufficient to elect the nominee
or nominees proposed to be nominated by such shareholder, and must, in either
case, have included in such materials the Solicitation Notice and (iv) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the shareholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this section. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 90 or more than 120
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of shareholders; provided, however, that if no proxy materials were
mailed by the corporation in connection with the preceding year's annual
meeting, or if the date of the annual meeting is advanced more than 30 days
prior to or delayed by more than 90 days after the anniversary of the preceding
year's annual meeting, notice by the shareholder to be timely must be so
delivered not later than the close of business on the later of (x) the 90th day
prior to such annual meeting or (y) the 10th day following the day on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment or postponement of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth (1) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person as would be required to be
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disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 14a-11 thereunder, and such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected; (2) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of such
business, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (3) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (a) the name and address of such shareholder, as
they appear on the Corporation's books, and of such beneficial owner, (b) the
class and number of shares of the Corporation that are owned beneficially and of
record by such shareholder and such beneficial owner, and (c) whether either
such shareholder or beneficial owner intends to deliver a proxy statement and
form of proxy to holders of, in the case of a proposal, at least the percentage
of the Corporation's voting shares required under applicable law to carry the
proposal or, in the case of a nomination or nominations, a sufficient number of
holders of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").
(c) Notwithstanding anything in the second sentence of paragraph (b) of
this Section 13 to the contrary, in the event that the number of directors to be
elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least 120 days prior to the
Anniversary, a shareholder's notice required by this By-law shall also be
considered
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timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
(d) Only persons nominated in accordance with the procedures set forth in
Section 13 shall be eligible to serve as directors and only such business shall
be conducted at an annual meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth herein. Except as
otherwise required by law, the Certificate of Incorporation or these By-laws,
the chair of the meeting shall have the power and the duty to determine whether
a nomination or any business proposed to be brought before the meeting has been
made in accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance with these By-laws, to
declare that such defective proposed business or nomination shall not be
presented for shareholder action at the meeting and shall be disregarded.
(e) Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the Corporation's notice of meeting
(i) by or at the direction of the Board of Directors or (ii) by any shareholder
of record of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this paragraph, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth herein.
Nominations by shareholders of persons for election to the Board of
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Directors may be made at such a special meeting of shareholders if the
shareholder's notice required by paragraph (b) of this Section 13 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period for the giving of a shareholder's notice as described above.
(f) For purposes of this provision, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act. (g) Notwithstanding the foregoing
provisions of this Section 13, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to matters set forth in this Section 13. Nothing in this
Section shall be deemed to affect any rights of shareholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
Section 14. Postponement and Cancellation of Shareholder Meeting.
Any previously scheduled annual or special meeting of the shareholders may be
postponed, and any previously scheduled annual or special meeting of the
shareholders called by the Board may be canceled, by resolution of the Board
upon public notice given prior to the time previously scheduled for such meeting
of shareholders.
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ARTICLE III
DIRECTORS
Section 1. Powers, Number, Election, Term. The business of the
Corporation shall be managed by its Board of Directors. The Board may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation directed or
required to be exercised or done by the shareholders. The initial Board of
Directors shall consist of two (2) persons. Thereafter, the number of directors
constituting the entire Board shall be determined by vote of the shareholders as
provided herein or by vote of the majority of the entire Board as then
constituted except that where all shares of voting stock of the corporation are
owned beneficially and of record by less than three (3) shareholders, the number
of directors may be less than three (3) but not less than the number of
shareholders; provided, however, that no decrease in the number of directors
shall shorten the term or any incumbent director. Except as otherwise provided
by statue or by the Certificate of Incorporation or in these By-Laws, the
directors shall be elected at the annual meeting of the shareholders, and each
director so elected shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly elected and qualified,
or until his death or until he shall have resigned or been removed as
hereinafter provided in these By-Laws. At each meeting of the shareholders for
the election or directors at which a quorum in present, the persons receiving a
plurality of the votes cast by the holders of shares entitled to vote in the
election shall be elected. Such election shall be by ballot whenever requested
by any person entitled to vote in such election but, unless so requested, such
election may be conducted in any manner approved at such meeting.
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Section 2. Qualifications. Directors shall be at least eighteen (18)
years of age but need not be residents of the State of New York or shareholders
of the Corporation.
Section 3. Quorum, Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business or any
specified item of business. A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and place. Notice
of the time and place of any such adjourned meeting shall be given to the
directors who were not present at the time of adjournment and, unless such time
and place were announced at the meeting at which the adjournment was taken, to
the other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The vote of a majority of the directors present at the time
of a vote, if a quorum is present at such time, shall be the act of the Board of
Directors, except as otherwise specifically provided in these By-Laws. Any one
or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board or such committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting. The directors shall act only
as a Board and the individual directors shall have no power as such.
Section 4. Vacancies. Newly created directorships resulting from an
increase in the number or directors and vacancies occurring in the Board of
Directors for any other reason except the removal of directors by the
shareholders may be filled by vote of the Board of Directors. If the number then
in office is less than a quorum, such newly created directorships or vacancies
may be filled by a vote of a majority of the directors then in office. Vacancies
occurring in the Board of Directors by reason of the removal of directors by the
shareholders may
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be filled only by vote of the shareholders. A director elected to fill a
vacancy, unless elected by the shareholders, shall hold office until the next
meeting of shareholders at which the election of directors is in the regular
order of business, and until his successor has been elected and qualified.
Section 5. Meetings. Meetings of the Board of Directors, regular or
special, may be held at any place within or outside the State of New York as may
be specified in the notice of meeting. Regular meetings of the Board of
Directors shall be held at such times and places as may from time to time be
fixed by the Board of Directors, and special meetings may be held at any time
upon the call of the President or any two directors by oral, telegraphic or
written notice of the time and place of the meeting duly served on or sent or
mailed to each director not less than two (2) days before such meeting. A
meeting of the Board of Directors may be held without notice immediately after
the annual meeting of shareholders. Notice of a meeting need not be given to any
director who submits a signed waiver of notice, whether before of after the
meeting, or who attends the meeting without protesting, prior thereto or at the
commencement thereof, the lack of notice to him.
Section 6. Removal of Directors. Any or all of the directors may be
removed for cause by vote of the shareholders or by action of the Board.
Section 7. Committees of the Board. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may designate
from among its members an Executive Committee and other committees, each
consisting of two (2) or more directors, and each of which, to the extent
provided in the resolution designating it, shall have all the authority of the
Board of Directors except to the extent prohibited by statute. The presence of a
majority of the members of a committee shall constitute a quorum for that
committee to act, and the act of a majority of the members of such a committee
shall be the act of that committee. Any such
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committee may meet at stated times or on notice of the time and place of such
meeting. Notice of a committee meeting need not be given to any member of that
committee who submits a signed waiver of notice, whether before or after the
committee meeting, or who attends the meeting without protesting, prior thereto
or at the commencement thereof, the lack of notice to him. Members of each
committee shall serve at the pleasure of the Board of Directors and may be
removed, with or without cause, by action of the Board of Directors. Committees
shall have such names as may be determined from time to time by the Board of
Directors.
Section 8. Compensation of Directors. The Board of Directors shall
have authority to fix compensation of directors for services in any capacity.
Section 9. Action Without Meeting. Any action required or permitted
to be taken by the Board of Directors or by any committee thereof may be taken
without a meeting if all of the members of the Board of Directors or of any such
committee thereof consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of
the Board of Directors or any such committee shall be filed with the minutes of
the proceedings of the Board of Directors or of any such committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall include a
President, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President or Senior Vice President), a Secretary and a Treasurer.
Any two or more offices may be held by the same person except the offices of
President and Secretary. When all of the unsold and outstanding stock of the
Corporation is owned by one person, such person may hold all or any combination
of offices. From time to time the Board of Directors may elect or appoint or
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delegate to the President the power to appoint such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers, agents and
employees as it may deem proper. None of the officers need be directors. Such
other officers shall have such duties and hold their offices for such terms as
may be prescribed by the Board of Directors.
Section 2. Term and Removal. Except as herein otherwise provided,
all officers shall be elected to hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders. Each officer shall
hold office for the term for which he is elected and until his successor has
been elected and qualified. Any officer may be removed by the Board of Directors
with out without cause. A vacancy in any office arising from any cause may be
filled by the Board of Directors.
Section 3. Resignations and Vacancies. Any officer or agent may
resign at any time by giving written notice of his resignation to the Board or
the President or the Secretary. Any such resignation shall take effect at the
time specified therein, or if the time when it shall become effective shall not
be specified therein, immediately upon its receipt, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of office which shall be vacant, in the manner prescribed by these
By-Laws for the regular election or appointment to such office.
Section 4. President. The President shall be the chief executive
officer of the Corporation. He shall preside at all meetings of the Board of
Directors and shareholders and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors. The President shall
have general authority to execute bonds, deeds, mortgages and
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contracts in the name and on behalf of the Corporation; to sign certificates for
shares; to vote, or sign proxies or give consents or waivers in respect of,
shares of other Corporations owned or held by the corporation; to cause the
employment or appointment of such employees and agents of the corporation (other
than officers or agents elected or appointed by the Board of Directors) as the
conduct of the business of the corporation may require, and to fix their
compensation; to remove or suspend any employee or agent who shall not have been
appointed by the Board of Directors, any officer or agent who shall have been
elected or appointed by the Board of Directors; and, in general, to exercise all
the powers generally appertaining to the office of President or the Corporation.
Section 5. Vice Presidents. Each Executive Vice President, Senior
Vice President and Vice President shall have such powers and perform such duties
as may be assigned to him from time to time by the Board of Directors or the
President.
Section 6. Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of the funds of the
Corporation. Whenever required by the Board of Directors, he shall render an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. He shall perform other such duties as may be assigned to him
from time to time by the Board of Directors or the President.
Section 7. Secretary. The Secretary shall keep in appropriate books
the minutes of all meetings of the Board of Directors, of each committee
thereof, and of the shareholders. He shall give all notices required for
meetings of shareholders, the Board of Directors, and committees of the Board.
He shall be custodian of the records and the seal of the Corporation and shall
have authority to affix the seal to any instrument and, when so affixed, it
shall be attested by his signature or by the signature of the Treasurer or any
Assistant Secretary
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or an Assistant Treasurer. He shall have authority to sign stock certificates
and shall generally perform such other duties as may be assigned to him from
time to time by the Board of Directors or the President.
Section 8. Officer's Bonds or other Security. If required by the
Board, any officer of the corporation shall give a bond or other security for
the faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.
Section 9. Compensation. The Compensation of the officers of the
corporation for their services as such officers shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the President
the power to fix the compensation of officers and agents appointed by him. Any
officer of the corporation shall not be prevented from receiving compensation by
reason of the fact that he is also a director of the corporation, but any such
officer who shall be a director shall not have any vote in the determination of
the amount of compensation paid to him.
Section 10. Voting Corporation's Securities. Unless otherwise
ordered by the Board of Directors, the President or a Vice President or the
Secretary shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meetings of security holders or
corporations in which the Corporation may hold securities, and at such meeting
shall possess and exercise any and all rights and powers incident to the
ownership of such securities and which as the owners thereof the Corporation
might have possessed and exercise, if present. The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.
Section 11. Divisional Officers. In the event the President
designates divisions of the Corporation, the President may appoint such
divisional officers as he may deem necessary
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or desirable. Divisional officers shall serve at the pleasure of the President
and may be removed from office at any time, either with or without cause, by the
President. A divisional officer shall not be an officer of the Corporation by
virtue of his position as such divisional officer, provided, however, that
nothing contained herein shall preclude an officer of the Corporation from
serving as a divisional officer if so appointed. Divisional officers shall
perform such duties as shall be assigned to them from time to time by the
President but may not execute any deed, lease or other conveyance or transfer of
real property, note or other evidence of indebtedness or mortgage or other
security for indebtedness unless specifically authorized by the President or the
Board of Directors.
ARTICLE V
INDEMNIFICATION
Section 1. Right to Indemnification. The Corporation shall indemnify
any person made or threatened to be made a party to a threatened, pending or
completed proceeding, whether civil, criminal , investigative or administrative
because 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 attorney fees), judgments, fines
and amounts paid in settlement to the fullest extent possible under
Sections 721-726 of the Business Corporation Law of New York or any applicable
law.
Section 2. Indemnification Insurance. To the full extent authorized
by law, now or hereafter enacted, the Corporation may purchase and maintain
insurance for the indemnification of (a) directors, officers and employees of
the Corporation, whether or not the
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Corporation might otherwise indemnify them, and (b) the Corporation for any
obligation which it may incur as a result of the indemnification of directors,
officers and employees of the Corporation.
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ARTICLE VI
SHARES OF STOCK
Section 1. Form of Certificates. The shares of the Corporation shall
be represented by certificates in such form as the Board of Directors may from
time to time prescribe and shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or its employee. The signature of
such transfer agent may be a facsimile if the certificate is annually registered
by such a registrar. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of issue.
Section 2. Transfers. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, or with a
transfer clerk or a transfer agent appointed as in Section 5 of this Article
provided, and on surrender of the certificate or certificates for such shares
properly endorsed and on the payment of all taxes due thereon together with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. The Board of Directors may, from time to time, make such
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additional rules and regulations as it may deem expedient, not inconsistent with
these By-Laws, concerning the issue, transfer and registration of certificates
for shares of capital stock of the Corporation.
Section 3. Record of Shareholders. There shall be kept at the office
of the corporation within or without the State of New York or at the office of
its transfer agent, a record containing the names and addresses of all
shareholders of the corporation, the number and class of shares held by each and
the dates when they respectively become the owners of record thereof.
Section 4. Lost, Destroyed, Stolen Mutilated Certificates. The
Corporation may issue a new certificate for shares in place of any certificate
theretofore issued by it, alleged to have been lost, destroyed, stolen or
mutilated and the Board of Directors may require the owner of the lost,
destroyed, stolen or mutilated certificate, or his legal representative, to give
the Corporation a bond or indemnity sufficient to indemnify the Corporation
against any claim that may be made against it on account of such lost,
destroyed, stolen or mutilated certificate or any such new certificate issued in
place thereof. The Board of Directors shall have the right from time to time to
prescribe such rules and procedures as it shall deem advisable with regard to
lost, destroyed, stolen, or mutilated certificates and the issuance of new
shares of capital stock of the Corporation in place thereof.
Section 5. Transfer Agent and 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 for shares of stock to bear
the manual or facsimile signature or signatures of any of them.
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ARTICLE VII
CONTRACTS WITH OFFICERS AND DIRECTORS, NEGOTIABLE INSTRUMENTS,
BANK ACCOUNTS, ETC.
Section 1. Contracts with Officers and Directors. No contract or
other transaction between the Corporation and any other firm or corporation
shall be affected, impaired or invalidated by reason of the fact that any one or
more of the directors or officers of the Corporation is or are interested in, or
is a member, shareholder, director, or officer or are members, shareholders,
directors or officers of such other firm or corporation, and any director or
directors or officers, severally or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of the Corporation or in which
the Corporation is interested, and no contract, act or transaction of this
Corporation shall be affected, impaired or invalidated by reason of the fact
that any director or directors or officer or officers of this Corporation is a
party or are parties to, or interested in, such contract, act or transaction, or
in any way connected with or interested in such person, firm, association or
corporation. Each and every person who may become a director or officer of the
Corporation is hereby relieved from any liability that might otherwise result
from thus contracting with the Corporation for the benefit of himself or any
firm, association or corporation in which he may be interested.
Section 2. Signatures on Negotiable Instruments. All bills, notes,
checks or other instruments for the payment of money out of the funds of the
Corporation shall be signed or countersigned by such officers or agents in the
name and on behalf of the Corporation and in such manner as from time to time
may be prescribed by resolution of the Board of Directors, or may be prescribed
by any officer or officers, or any officer and agent jointly, duly authorized by
the Board of Directors. Except as may be otherwise expressly provided by
resolution of the Board of Directors, endorsements for or on behalf of the
Corporation upon checks , drafts, bills of
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exchange, acceptances, notes, obligations or orders for the payment of money
deposited with a duly authorized depository of the Corporation for deposit or
collection may be written or stamped endorsements of the Corporation without any
designation of the party making such endorsement.
Section 3. Deposits; Bank Accounts. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
may from time to time designate or as may be designated by any officer or
officers of the Corporation to whom such power of designation may from time to
time be delegated by the Board. The Board may from time to time authorize the
opening and keeping of general and special bank accounts with such banks, trust
companies or other depositories as the Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors.
ARTICLE IX
DIVIDENDS
Section 1. Subject to the provisions of the Certificates of Incorporation
relating thereto, if; any, and applicable law, dividends on the outstanding
shares of the Corporation may be declared in such amounts and at such time or
times as the Board of Directors at any regular or special meeting, may
determine. Dividends may be paid in cash, in property or in shares of the
Certificate of Incorporation and applicable law.
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Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
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ARTICLE X
CORPORATE SEAL
The corporate seal of the Corporation shall have inscribed thereon the
name of the Corporation and in the center shall be inscribed the year of its
incorporation and the words, "Corporate Seal, New York". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended or repealed or additional By-Laws adopted by
the Board of Directors by the vote of a majority of the directors present at a
meeting at which a quorum is present, except that the Board shall not have the
power to adopt any By-Laws which by statute only the shareholders have power to
so adopt. These By-Laws, and any amendments thereto and new By-Laws adopted by
the Board of Directors may be amended or repealed or additional By-Laws adopted
by the shareholders entitled to vote thereon. The notice of any meeting of
shareholders at which action to amend, repeal or adopt any By-Laws or By-Laws
proposed to be taken, shall include notice of such proposed amendment, repeal or
adoption.
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