EXHIBIT 3.2G
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be located in Greenwich, Connecticut.
Section 2. Other Offices. The Corporation may also have offices at such
other places within and without the State of Connecticut as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. An annual meeting of stockholders,
commencing with the year 2001, shall be held at eleven o'clock A.M. on the third
Thursday in the month of June each year, or at such hour as may be fixed from
time to time by the Board of Directors and stated in the notice of such meeting
or waiver of notice thereof, at which meeting the stockholders shall elect a
Board of Directors and transact such other business as may properly come before
the meeting.
If such annual meeting is not held as herein provided for, it may be
held as soon thereafter as may be convenient. Such subsequent meeting shall be
called in the same manner as hereinafter provided for special meetings of
stockholders.
Section 2. Special Meetings. Special meetings of stockholders for any
purpose or purposes, unless otherwise prescribed by statute, by the certificate
of incorporation or by these by-laws, may be called at any time by action of the
Board of Directors, and shall be called by the Board of Directors at the written
request of the holders of record of not less than 50% of all the shares then
outstanding and entitled to vote thereat. Such request shall state the purpose
or purposes of the proposed meeting. The time and place for such special meeting
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. The business transacted at any special meeting of stockholders
shall be limited to the purpose stated in such notice.
Section 3. Place of Meeting. Meetings of stockholders shall be held
within or without the State of Connecticut at such place as may be fixed from
time to time by the Board of Directors, or as shall be specified in the notice
of any such meeting or a duly executed waiver of notice thereof.
Section 4. Notice of Meetings. Written notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting, and unless it is an annual meeting, the purpose or purposes of the
meeting and the name of the person by whom or at whose direction the meeting is
being called, shall be given either personally or by mail, telegram, facsimile
or telephone, or at the direction of the secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote, not less than ten days
nor more than sixty days prior to the date of the meeting, unless a greater
period of notice is required by law in a particular case.
Section 5. Quorum. The holders of record of a majority of the shares of
stock issued and outstanding and entitled to vote at any meeting of
stockholders, represented in person or by proxy, shall constitute a quorum for
the transaction of business thereat, except as otherwise provided by statute or
by the certificate of incorporation. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any stockholders. If,
however, such quorum shall not be present or represented at any meeting of
stockholders, a majority of the stockholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than by announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 6. Proxies. Every shareholder entitled to vote at a meeting of
stockholders, or to express consent to any proposal without a meeting, may vote,
or consent, as the case may be, in person or may authorize another person or
persons to so act for him by proxy.
Section 7. Voting. At each meeting of stockholders, each shareholder of
record entitled to vote at the meeting shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation unless
otherwise provided by law or by the certificate of incorporation. At each
meeting at which a quorum is present, the vote of the holders of a majority of
the share of stock present, in person or by proxy, and entitled to vote thereat,
shall determine all corporate matters brought before the meeting except as
otherwise required by statute or by the certificate of incorporation.
2
Section 8. Written Consent in Lieu of Meeting. Any action required or
permitted to be taken by vote of the 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. Consents may be signed in counterparts.
ARTICLE III
MEETING OF DIRECTORS
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by its Board of Directors which may adopt all such
rules and regulations for the conduct of its meetings and for the management of
the property, affairs and business of the Corporation as it may deem proper, not
inconsistent with applicable law, the certificate of incorporation and these
by-laws, and may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 2. Number and Qualifications. The number of directors shall be
not less than one, with the exact number to be established from time to time by
resolution of the Board of Directors. The initial Board shall consist of two
directors.
Section 3. Election and Term of Office. The directors shall be elected
at the annual meeting of shareholders. Each director shall serve until the next
succeeding annual meeting and until his successor has been elected and has
qualified, or until his prior resignation, death or removal.
Section 4. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors or the secretary of the Corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or the secretary, and the acceptance of the
resignation shall not be necessary to make it effective.
Section 5. Removal. Any or all of the directors may be removed, with or
without cause, at any time by the vote of the holders of record of a majority of
shares of stock issued and outstanding and entitled to vote present, in person
or by proxy, at a special meeting of stockholders called for that purpose,
unless otherwise prescribed by statute or by the certificate of incorporation.
3
Section 6. Vacancies. All vacancies occurring in the Board of Directors,
including vacancies caused by removal with or with cause, may be filled, subject
to the action of the stockholders in regard to vacancies caused by removal
described hereinafter, by the majority vote of all remaining directors in
office, though less than a quorum. If death, resignation or removal of a
director or directors results in there being no remaining directors or if the
remaining directors are unable to fill a vacancy or vacancies by majority vote,
the vacancies shall be filled by election at a special meeting of stockholders
called for that purpose. A director elected by the Board of Directors to fill a
newly created directorship or vacancy shall hold office until the next
succeeding annual meeting of the stockholders or until his successor has been
elected and has qualified. Notwithstanding any other provision of this section,
any vacancy on the Board of Directors resulting from removal, with or without
cause, by vote of the stockholders at a special meeting of stockholders called
for that purpose may be filled at such meeting by majority vote of the
stockholders present, in person or by proxy, and entitled to vote, provided that
in the event the stockholders do not fill such vacancy it may be filled by the
Board of Directors as provided in this section. A director elected by vote of
the stockholders shall hold office for the unexpired portion of the term of his
predecessor in office or until the election and qualification of his successor.
Section 7. Annual and Regular Meetings. An annual meeting of the Board
of Directors for the election of officers and for the transaction of any other
business shall be held by stockholders at the place of such annual meeting of
stockholders, or as soon as practical after the annual meeting of stockholders
at such place and time as shall be fixed by resolution or notice pursuant to
section 9 of this Article III or by the consent in writing of all the directors.
Regular meetings of the Board of Directors may be held at such times as the
Board may from time to time determine by resolution duly adopted at any meeting
of the Board.
Section 8. Special Meetings. A special meeting of the Board of Directors
may be called at any time by any director, or by a notice signed by a quorum of
the directors.
Section 9. Place and Time of Regular and Special Meetings. The Board of
Directors may hold any regular meeting without notice, at such time and place,
either within or without the State of Connecticut, as the Board may from time to
time determine by resolution duly adopted at any meeting of the Board. Special
meetings of the Board of Directors shall be held at such time and place, either
within or without the State of Connecticut, as may be fixed by a written notice
signed by a quorum of the directors calling the meeting as specified in their
notice, as the case may be. If no place is otherwise fixed, such regular and
special meetings shall be held at the principal office of the Corporation.
4
Section 10. Notice of Meetings. Notice of the time and place of each
special meeting of the Board of Directors shall be given to each director at
least two days prior to the date of such meeting personally or by mail,
telegram, facsimile or telephone. Neither the business to be transacted at, nor
the purpose of, any special meeting of the Board of Directors need be specified
in the notice of such meeting or waiver of notice thereof.
Section 11. Quorum and Voting. A majority of the directors in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors and the affirmative vote of a majority of the directors
present at any meeting at which a quorum is present shall constitute the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation or these by-laws. If a quorum
shall not be present at any meeting of the Board of Directors, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than by announcement at the meeting, until a quorum shall be present.
Section 12. Committees. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate one or more committees, including
an Executive Committee, each committee to consist of one or more of the
directors of the Corporation. Each committee shall serve at the pleasure of the
Board of Directors and each member of each such committee shall hold office
until the next annual meeting of the Board of Directors or until he shall cease
to be a director, or until his death, resignation or removal, or until the Board
of Directors shall dissolve the committee. Each committee shall have and may
exercise all the powers and authority of the Board to the extent provided in the
resolution, except as otherwise required by law. Any member of any committee may
be removed at any time, with or without cause, by the vote of a majority of
directors at any regular or special meeting of the Board. Vacancies in the
membership of any committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors by the vote of a majority
of directors. Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.
Section 13. Meetings by Conference Call. At any meeting of the Board of
Directors, or any committee designated by the Board of Directors, any one or
more of the members thereof may participate in such meeting of the Board or of
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 in a meeting by such means shall constitute
presence in person at the meeting.
Section 14. Written Consent in Lieu of Meeting. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if a consent in writing to the adoption of a resolution
authorizing the action so taken shall be signed by all the directors or the
members of the committee, as the case may be. A consent may be signed in
counterparts.
5
ARTICLE IV
NOTICES
Section 1. Notice by Mail. Whenever, under the provisions of any statute
or of the certificate of incorporation or of these by-laws, notice is required
to be given to any director or shareholder and such notice is given by mail,
such notice shall be deemed to have been given when deposited in the United
States mail, with postage thereon prepaid, directed to the director or
shareholder at his address as it appears on the records of the Corporation, or
if he shall have filed a written request with the secretary that notices
intended for him be mailed to some other address, then directed to him at such
other address.
Section 2. Waiver of Notice. Whenever, under the provisions of any
statute or of the certificate of incorporation or of these by-laws, any notice
of a meeting is required to be given to any director or shareholder, a written
waiver thereof signed by the person or persons entitled to such notice, either
in person or by proxy if such person is a shareholder, whether before or after
the meeting shall be deemed equivalent to the giving of such notice.
Section 3. Attendance at Meetings. The attendance of a person at any
meeting, whether a shareholder, in person or by proxy, or a director, shall
constitute a waiver of notice by him, unless he protests the lack of such notice
of such meeting prior to the conclusion of the meeting.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall be a president,
a secretary, and a treasurer, and may include one or more vice presidents, one
or more assistant secretaries, one or more assistant treasurers, and such other
officers as the Board of Directors may from time to time determine. Two or more
offices may be held by the same person.
Section 2. Election and Term of Office. The Officers of the Corporation
shall be elected by the Board of Directors at any regular or special meeting of
the Board and each shall serve at the pleasure of the Board.
Section 3. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the secretary of the
Corporation. Any such resignation shall take effect at the time 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.
6
Section 4. President. The president shall be the chief operating officer
of the Corporation and shall exercise such powers and perform such duties as the
Board of Directors may direct, provided that such responsibilities, duties and
title are consistent with the position.
Section 5. Vice Presidents. The vice presidents shall exercise such
powers and perform such duties as from time to time may be assigned to them
respectively by the Board or the president.
Section 6. Secretary. The secretary shall record all the votes of the
stockholders and of the directors and shall maintain the minutes of the meetings
of the stockholders and of the Board of Directors; he shall see that all records
and reports are properly kept and filed by the Corporation as required by laws;
and, in general, he shall perform all duties incident to the office of
secretary, and such other duties as may from time to time be assigned to him by
the Board or the president.
Section 7. Assistant Secretaries. In the absence or disability of the
secretary or when so directed by the secretary, any assistant secretary may
perform all the duties of the secretary, and, when so acting, shall have the
powers of, and be subject to all the restrictions upon, the secretary. The
assistant secretaries shall perform such other duties as from time to time may
be assigned to them respectively by the Board, or explicitly by these by-laws or
by resolution of the Board in connection with an appointment as assistant
secretary.
Section 8. Treasurer. The treasurer shall have charge of all financial
records and reports of the Corporation and shall have or provide for the custody
of all funds and securities of the Corporation; and, in general, he shall
perform all duties incident to the office of treasurer and such other duties as
may from time to time be assigned to him by the Board or the president.
Section 9. Assistant Treasurers. In the absence or disability of the
treasurer or when so directed by the treasurer, any assistant treasurer may
perform all the duties of the treasurer, and, when so acting, shall have the
powers of, and be subject to all the restrictions upon, the treasurer. The
assistant treasurers shall perform such other duties as from time to time may be
assigned to them respectively by the Board, the president, or the treasurer or
explicitly by these by-laws or by resolution of the Board in connection with an
appointment as assistant treasurer.
7
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification. To the maximum extent permitted by the
provisions of the Business Corporation Law of the State of Delaware as from
time to time amended, the Corporation shall indemnify its currently acting and
its former directors, officers, employees, and agents and those persons who, at
the request of the Corporation, served or have served another corporation,
partnership, joint venture, trust or other enterprise in one or more such
capacities against any and all liabilities incurred in connection with their
services in such capacities.
Section 2. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of these by-laws.
ARTICLE VII
BORROWING, DEPOSITS, PROXIES, ETC.
Section 1. Borrowing. No officer, agent or employee of the Corporation
shall have any power or authority to borrow money on its behalf, to pledge its
credit, or to mortgage or pledge its real or personal property, except within
the scope and to the extent of the authority delegated by resolution of the
Board of Directors. Authority may be given by the Board for any of the above
purposes and may be general or limited to specific instances.
Section 2. Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositaries as the Board of Directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the Board shall from time to time have
determined.
Section 3. Proxies. Unless otherwise ordered by the Board of Directors,
any officer of the Corporation may appoint an attorney or attorneys (who may be
or include such officer himself), in the name and on behalf of the Corporation,
to cast the votes which the Corporation may be entitled to cast as a stockholder
or otherwise in any other corporation any of whose stock or other securities are
held by or for the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or, in connection with the ownership of
such stock in such corporation, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation and
under its seal such written proxies, consents in writing or other instruments as
he may deem necessary or proper in the circumstances.
8
Section 4. Separate Assets, etc. The Corporation shall at all times
(a) maintain and keep the Corporation's assets separate and apart from any
affiliate of the Corporation, and under separate registration, and (b) maintain
the Corporation's books and records separate and apart from those of any
affiliate of the Corporation.
ARTICLE VIII
CERTIFICATES FOR SHARES
Section 1. Form and Execution of Certificates. The shares of the
Corporation shall be represented by certificates in such form as required by
statute and as shall be adopted from time to time by the Board of Directors. The
certificates shall be numbered consecutively and registered in the books of the
Corporation in the order in which they are issued, together with the person to
whom the certificate is issued and the date of issuance thereof. Each
certificate shall be signed by the president or a vice president or the
secretary or an assistant secretary or the treasurer or an assistant treasurer,
may (but need not) be sealed with the corporate seal or a facsimile thereof and
shall be countersigned and registered in such manner, if any, as the Board of
Directors may prescribe. The signature of any such officer of the Corporation
upon a certificate may be a facsimile if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
an employee of the Corporation. No certificate shall be issued for any share
until such share is fully paid. The certificates shall bear such legend thereon,
referring to such restrictions on transfer as may be required by law, or as the
secretary of the Corporation, on advice of counsel, may reasonably require.
Section 2. Lost, Stolen or Destroyed Certificates. The Board of
Directors, in its discretion, may direct a new certificate to be issued in place
of any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed. Prior to authorizing such issue of a new certificate
or as a condition precedent to the issue thereof, the Board of Directors, in its
discretion, may require satisfactory proof of loss, theft or destruction or a
bond of indemnity as it deems adequate against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 3. Transfer of Shares. The transfer or assignment of shares
shall be made only upon the books of the Corporation by the registered owner or
by his duly authorized attorney. Upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, and the older certificate shall
be canceled and the transaction recorded upon the books of the Corporation.
9
Section 4. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or for the purpose of determining stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a date as the record date for any such determination of stockholders. Such date
shall not be (i) more than sixty nor less than ten days before the date of any
meeting of the stockholders, (ii) in the case of setting a record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, more than sixty days before the date fixed for
tabulation of the consents or, if no date has been fixed for tabulation, more
than sixty days before the last day on which consents received may be counted.
Only such stockholders record on the date so fixed shall be entitled to receive
notice of, or to vote at, such meeting or any adjournment thereof, to give such
consent, to receive payment of such dividend or distribution or the allotment of
such right, to exercise any such rights, or to take any other such action,
notwithstanding any transfer of any shares on the books of the Corporation
subsequent to the record date so fixed. If no record date is fixed, (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
next preceding the day on which the meeting is held; (ii) the record date for
determining stockholders entitled to consent to the corporate action in writing
without a meeting, when prior action by the Board of Directors is required by
applicable law, shall be at the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action; and (iii) the
record date for any other purpose shall be at the close of business on the date
on which the Board of Directors adopts the resolution relating thereto.
Section 5. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered in its books as the owner
of shares to receive dividends, and to vote as such owner, 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 law.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Dividends on the outstanding shares of the
Corporation may be declared by the Board of Directors in such amounts and at
such time or times as the Board may determine, subject to the provisions of the
certificate of incorporation and to applicable law. Dividends may be paid in
cash, in shares of the Corporation's capital stock or bonds or in the
Corporation's property, including the shares or bonds of other corporations,
subject to any provisions of law or of the certificate of incorporation.
10
Section 2. Execution of Instruments. All corporate instruments and
documents, with the exception of certificates for shares of the Corporation as
provided in Section 1 of Article VIII, shall be signed by such officers, agents
or employees of the Corporation as from time to time may be designated by the
Board of Directors or by such officer or officers to whom the Board of Directors
may delegate the power to so designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year but may be changed from time to time by resolution of
the Board of Directors.
Section 4. 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". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed, reproduced, engraved or printed.
ARTICLE X
AMENDMENTS
Section 1. Amendments. These by-laws may be amended or repealed or new
by-laws may be adopted by the Board of Directors or the stockholders of the
Corporation.
11