Exhibit 3.1
BY-LAWS
OF
HEICO CORPORPORATION
F/K/A HEICO INDUSTRIES CORP. (a Florida corporation)
(As Adopted By Its Board of Directors as of January 29, 1993 and later amended)
Table of Contents
Article 1 - Shareholders .................................................. 1
1.1 Annual Meeting ................................................... 1
1.2 Special Meeting .................................................. 1
1.3 Place of Meeting .................................................. 1
1.4 Notice of Meeting ................................................. 1
1.5 Waiver of Notice Meeting .......................................... 1
1.6 Fixing of Record Date ............................................. 2
1.7 Voting Record ..................................................... 2
1.8 Quorum ........................................................... 2
1.9 Voting Per Share ................................................. 3
1.10 Voting of Shares .................................................. 3
1.11 Proxies .......................................................... 3
1.12 Manner of Action .................................................. 3
1.13 Action Without a Meeting .......................................... 4
1.14 Notification of Nomination of Directors ........................... 4
1.15 Notice of Business at Annual Meetings ............................. 5
Article 2 - Board of Directors ............................................. 6
2.1 General Powers ................................................... 6
2.2 Number, Terms and Classification .................................. 6
2.3 Regular Meetings .................................................. 7
2.4 Special Meetings .................................................. 7
2.5 Waiver of Notice of Meeting ....................................... 7
2.6 Quorum ............................................................ 8
2.7 Presumption of Assent ........................................... 8
2.8 Manner of Action .................................................. 8
2.9 Action Without a Meeting .......................................... 8
2.10 Meetings of the Board of Directors by Means of a
Conference Telephone or Similar Communications Equipment ........ 8
2.11 Resignation ....................................................... 8
2.12 Removal ......................................................... 8
2.13 Vacancies ......................................................... 9
2.14 Compensation ..................................................... 9
Article 3 - Committees of the Board of Directors .......................... 9
Article 4 - Officers ...................................................... 9
(i)
4.1 Officers ........................................................ 9
4.2 Election and Term of Office ....................................... 10
4.3 Resignation ....................................................... 10
4.4 Removal 10
4.5 Vacancies ......................................................... 10
4.6 Chairman of the Board ............................................. 10
4.7 Vice Chairman of the Board ........................................ 10
4.8 Chief Executive Officer ........................................... 10
4.9 President ......................................................... 11
4.10 Vice Presidents ................................................... 11
4.11 Secretary ......................................................... 11
4.12 Treasurer ........................................................ 11
4.13 Other Officers, Employees and Agents .............................. 12
4.14 Compensation ..................................................... 12
Article 5 - Indemnification ................................................ 12
Article 6 - Certificates of Stock .......................................... 13
6.1 Certificates for Shares .......................................... 13
6.2 Transfer Agents and Registrars .................................... 13
6.3 Transfer of Shares; Ownership of Shares ........................... 13
6.4 Lost Certificates ................................................. 13
Article 7 - Actions With Respect to Securities of Other Corporations ....... 14
Article 8 - Amendments ..................................................... 14
Article 9 - Gender ......................................................... 14
(ii)
BY-LAWS OF HEICO INDUSTRIES CORP.
Article 1 - Shareholders
Section 1.1 Annual Meeting. A meeting of shareholders shall be held
each year for the election of directors and for the transaction of any other
business that may come before the meeting. The time and place of the meeting
shall be designated by the Board of Directors.
Section 1.2 Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, may be called by the chairman of the board, the
president or a majority of the Board of Directors, and shall be called by the
president or the secretary at the request of a majority of the directors then in
office or at the request of the holders of not less than one-tenth (1/lOth) of
all outstanding shares of the corporation entitled to vote at the meeting.
Section 1.3 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Florida, as the place of meeting
for any annual or special meeting of the shareholders called by the Board of
Directors. If no designation is made the place of meeting shall be the principal
office of the corporation in the State of Florida.
Section 1.4 Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by first-class mail, by, or at the direction of, the
president or the secretary, or the officer or other persons calling the meeting,
to each shareholder of record entitled to vote at such meeting. If the notice is
mailed at least thirty (30) days before the date of the meeting, it may be done
by a class of United States mail other than first-class. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, after the adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
as provided in this Section 1.4 to each shareholder of record on the new record
date entitled to vote at such meeting.
Section 1.5 Waiver of Notice Meeting. Whenever any notice is required
to be given to any shareholder, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether signed before, during or after the
time of the meeting stated therein, shall be equivalent to the giving of such
notice. Attendance of a person at a meeting shall constitute a
-1-
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders need be specified in any written
waiver of notice unless so required in these by-laws, the Articles of
Incorporation or by law.
Section 1.6 Fixing of Record Date. In order that the corporation may
determine the shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy (70) nor less than
ten (10) days before the date of such meeting, nor more than seventy (70) days
prior to any other action. A determination of shareholders of record entitled to
notice of, or to vote at, a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record date
for the adjourned meeting.
Section 1.7 Voting Record. The officer or agent having charge of the
stock transfer books for shares of stock of the corporation shall make, at least
ten (10) days before each meeting of shareholders, a complete list of
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of, the number and class and
series, if any, of shares held by, each shareholder. Such list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours and such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the time of meeting.
Section 1.8 Quorum. Except as may be otherwise provided in these
by-laws, the Articles of Incorporation or by law, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders. If less than a majority of outstanding shares
entitled to vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
After a quorum has been established at any shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.
-2-
Section 1.9 Voting Per Share. Except as may be otherwise provided in
these bylaws, the Articles of Incorporation or by law, each shareholder entitled
to vote shall at every meeting of the shareholders be entitled to one (1) vote
for each share of Common Stock held by him and one tenth (1/10) of a vote for
each share of Class A Common Stock held by him.
Section 1.10 Voting of Shares. A shareholder may vote at any meeting of
shareholders of the corporation, either in person or by proxy.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent or proxy designated by the by-laws
of such corporate shareholder or, in the absence of any applicable by-law, by
such person or persons as the Board of Directors of the corporate shareholder
may designate. Proof of such designation may be made by presentation of a
certified copy of the by-laws or other instrument of the corporate shareholder.
In the absence of any such designation or, in case of conflicting designation by
the corporate shareholder, the chairman of the board, the president, any vice
president, the secretary and the treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, personal representative,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee or custodian may be voted by him, either in person or by proxy, but no
trustee or custodian shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name, if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.
Section 1.11 Proxies. Every shareholder entitled to vote at a meeting
of shareholders, or to express consent or dissent without a meeting, or his duly
authorized attorney-in-fact, may authorize another person to act for him by
proxy. Every proxy shall be in writing and shall be signed by the shareholder or
his attorney-in-fact. A proxy shall be filed with the secretary of the
corporation before or at the time of the meeting or before or at the time the
consent is given.
Section 1.12 Manner of Action. If a quorum is present, the affirmative
vote of a majority of the shares represented in person or by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by these by-laws, the Articles of Incorporation or by law.
-3-
Section 1.13 Action Without a Meeting. Unless otherwise provided in the
Articles of Incorporation, action required or permitted to be taken at any
meeting of the shareholders may be taken without a meeting, without prior
notice, and without a vote if the action is taken by the holders of outstanding
shares of each voting group entitled to vote thereon having not less than the
minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a meeting at which all voting
groups and shares entitled to vote thereon were present and voted. In order to
be effective, the action must be evidenced by one or more written consents
describing the action taken, dated and signed by approving shareholders having
the requisite number of votes of each voting group entitled to vote thereon, and
delivered to the corporation by delivery to its principal office in Florida, its
principal place of business, the corporate secretary, or another office or agent
of the corporation having custody of the book in which proceedings of meetings
of shareholders are recorded. No written consent shall be effective to take the
corporate action referred to herein unless, within sixty (60) days of the date
of the earliest dated consent delivered in the manner required by this Section,
written consents signed by the number of holders required to take action are
delivered to the corporation by delivery as set forth herein.
Any written consent may be revoked prior to the date that the
corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
corporation at its principal office or its principal place of business, or
received by the corporate secretary or other officer or agent of the corporation
having custody of the book in which proceedings of meetings of shareholders are
recorded.
Within 10 days after obtaining such authorization by written consent,
notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be such for
which dissenters' rights are provided under the articles of incorporation or by
law, the notice shall contain a clear statement of the right of shareholders
dissenting therefrom to be paid the fair value of their shares upon compliance
with applicable law.
A consent signed as set forth in this Section has the effect of a
meeting vote and may be described as such in any document.
Whenever action is taken as set forth in this Section, the written
consent of the shareholders consenting thereto or the written reports of
inspectors appointed to tabulate such consents shall be filed with the minutes
of proceedings of shareholders.
Section 1.14 Notification of Nomination of Directors. Nominations for
election to the Board of Directors of the Corporation at a meeting of
shareholders may be made by the Board of Directors or by any shareholder of the
Corporation entitled to vote for the election of
-4-
directors at such meeting who complies with the notice procedures set forth in
this Section 1.14. Such nominations, other than those made by or on behalf of
the Board of Directors, may be made only if notice in writing is personally
delivered to, or mailed by first class United States mail, postage prepaid, and
received by, the Secretary of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to such meeting; provided, however, that if
less than seventy (70) days' notice or prior public disclosure of the date of
the meeting is given to shareholders, such nomination shall have been mailed by
first class United States mail, postage prepaid, and received by, or personally
delivered to, the Secretary of the Corporation not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the meeting was mailed or such public disclosure was made, whichever occurs
first. Such notice shall set forth (a) as to each proposed nominee (i) the name,
age, business address and, if known, residence address of each such nominee,
(ii) the principal occupation or employment of each such nominee, (iii) the
number of shares, if any, of stock of the Corporation that are beneficially
owned by each such nominee and (iv) any other information concerning the nominee
that must be disclosed in proxy solicitations pursuant to the proxy rules of the
Securities and Exchange Commission if such person had been nominated, or
intended to be nominated, by the Board of Directors (including such person's
written consent to be named as a nominee and to serve as a director if elected);
and (b) as to the shareholder giving the notice (i) the name and address, as
they appear on the Corporation's books, of such shareholder, (ii) a
representation that such shareholder is a holder of record of shares of stock of
the Corporation entitled to vote at the meeting and the class and number of
shares of the Corporation which are beneficially owned by such shareholder,
(iii) a representation that such shareholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice
and (iv) a description of all arrangements or understandings between such
shareholder 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
such shareholder. The Corporation also may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 1.15 Notice of Business at Annual Meetings. At an annual
meeting of the shareholders, 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
shareholder. For business to be properly brought before an annual meeting by a
shareholder, if such business
-5-
relates to the election of directors of the Corporation, the procedures in
Section 1.14 must be complied with. If such business relates to any other
matter, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
personally delivered to, or mailed by first class United States mail, postage
prepaid, and received by, the Secretary of the Corporation not less than sixty
(60) days nor more than ninety (90) days prior to such meeting; provided,
however, that if less than seventy (70) days' notice or prior public disclosure
of the date of the meeting is given to shareholders, such notice, to be timely,
must have been mailed by first class United States mail, postage prepaid, and
received by, or personally delivered to, the Secretary of the Corporation not
later than the close of business on the tenth (10th) day following the day on
which notice of the date of the meeting was mailed or such public disclosure was
made, whichever occurs first. A shareholder's notice to the Secretary of the
Corporation shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (iii) a
representation that the shareholder is a holder of record of shares of stock of
the Corporation entitled to vote at the meeting and the class and number of
shares of the Corporation which are beneficially owned by the shareholder and
(iv) any material interest of the shareholder in such business. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section 1.15 and except that any shareholder proposal which complies with Rule
14a-8 of the proxy rules (or any successor provision) promulgated under the
Securities Exchange Act of 1934, as amended, and is to be included in the
Corporation's proxy statement for an annual meeting of shareholders shall be
deemed to comply with the requirements of this Section 1.15.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 1.15, and if he should so
determine, he shall so declare to the meeting and the business not properly
brought before the meeting shall be disregarded.
Article 2 - Board of Directors
Section 2.1 General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, its Board of Directors.
Section 2.2 Number, Terms and Classification. The Board of Directors of
the corporation shall consist of not less than one (1) but no more than nine (9)
persons, and shall be set by the Board of Directors from time to time. No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. A director need not be
-6-
a citizen of the United States of America, nor a resident of the State of
Florida, nor a shareholder of the corporation. Each director shall hold office
until his successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.
Section 2.3 Regular Meetings. An annual regular meeting of the Board of
Directors shall be held without notice immediately after, and at the same place
as, the annual meeting of shareholders for the purpose of the election of
officers and the transaction of such other business as may come before the
meeting, and at such other times and places as may be determined by the Board of
Directors. The Board of Directors may, at any time and from time to time,
provide by resolution, the time and place, either within or without the State of
Florida, for the holding of the annual regular meeting or additional regular
meetings of the Board of Directors without other notice than such resolution.
Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be called by the chairman of the board, the vice chairman of the
board, the president or in their absence by any vice president or by a majority
of the Board of Directors.
The person or persons authorized to call special meetings of the Board
of Directors may designate any place, either within or without the State of
Florida, as the place for holding any special meeting of the Board of Directors
called by them. If no designation is made, the place of meeting shall be the
principal office of the corporation in the State of Florida.
Notice of any special meeting of the Board of Directors may be given by
any reasonable means, whether oral or written, and at any reasonable time prior
to such meeting. The reasonableness of any notice given in connection with any
special meeting of the Board of Directors shall be determined in light of all of
the pertinent circumstances. It shall be presumed that notice of any special
meeting given at least five (5) days prior to such special meeting either orally
(whether telephonically or face-to-face), by facsimile transmission, or by
written notice delivered personally or mailed to each director at his business
or residence address, is reasonable. If mailed, such notice of any special
meeting shall be deemed to be delivered on the second day after it is deposited
in the United States mail, so addressed, with postage thereon prepaid. If notice
is given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Neither the business to be
transacted at, nor the purpose or purposes of, any special meeting of the Board
of Directors need be specified in the notice or in any written waiver of notice
of such meeting.
Section 2.5 Waiver of Notice of Meeting, Notice of a meeting of the
Board of Directors need not be given to any director who signs a written waiver
of notice before, during or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place of the meeting, the time of the meeting and the
manner in which it has been called or convened, except when a director
-7-
states, at the beginning of the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.
Section 2.6 Quorum. A majority of the number of directors fixed by, or
in the manner provided in, these by-laws shall constitute a quorum for the
transaction of business; provided, however, that whenever, for any reason, a
vacancy occurs in the Board of Directors, a quorum shall consist of a majority
of the remaining directors until the vacancy has been filled.
Section 2.7 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
he votes against such action or abstains from voting in respect thereto because
of an asserted conflict of an interest.
Section 2.8 Manner of Action. Unless otherwise provided by law, the act
of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 2.9 Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors, 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 all of the directors and filed in the minutes of the
proceedings of the Board of Directors.
Section 2.10 Meetings of the Board of Directors by Means of a
Conference Telephone or Similar Communications Equipment. Members of the Board
of Directors may participate in a meeting 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 by such means
shall constitute presence in person at a meeting.
Section 2.11 Resignation. Any director may resign at any time by giving
written or oral notice to the chairman of the board, the president or the
secretary of the corporation. The resignation of any director shall take effect
immediately upon the receipt of such notice, or on any later date specified in a
written notice. The acceptance of any such resignation by the Board of Directors
shall not be required to make it effective.
Section 2.12 Removal. Any director, or the entire Board of Directors,
may be removed at any time, with or without cause, by action of the holders of a
majority of the shares entitled to vote for the election of directors
-8-
Section 2.13 Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.
Section 2.14 Compensation. Each director may receive compensation
and/or reimbursement for his expenses for services rendered to the Company,
including but not limited to, service on the Board of Directors or any committee
thereof. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Article 3 - Committees of the Board of Directors
The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, shall have and may exercise all the authority of the Board
of Directors, except as prohibited by law.
The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, shall designate a chairman for each committee it
establishes who shall preside at all meetings of such committee and who shall
have such additional duties as shall from time to time be designated by the
Board of Directors.
The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate one or more directors as alternate
members of any such committee, who may act in the place and stead of any absent
member or members at any meeting of such committee.
Article 4 - Officers
Section 4.1 Officers. The officers of the corporation may consist of a
chairman of the board, a vice chairman of the board, a chief executive officer,
a president, one or more vice presidents, a secretary, a treasurer and such
other officers and assistant officers as may be deemed necessary, and as shall
be approved, by the Board of Directors. Any two (2) or more offices may be held
by the same person. No officer need be a member of the Board of Directors.
-9-
Section 4.2 Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not occur at such meeting, such
election shall occur as soon thereafter as practicable. Each officer shall hold
office until his successor shall have been duly elected and qualified, or until
his earlier resignation, removal from office or death.
Section 4.3 Resignation. Each and every officer, employee and agent of
the corporation may resign from his respective office or position by giving
written or oral notice to the president or the secretary of the corporation. The
resignation of any officer, employee or agent of the corporation shall take
effect immediately upon the receipt of such notice, or on any later date
specified in a written notice, but the acceptance of any such resignation by the
Board of Directors shall not be required to make it effective.
Section 4.4 Removal. Each and every officer, employee and agent of the
corporation may be removed from his respective office or position at any time,
with or without cause, by the affirmative vote of a majority of the whole Board
of Directors.
Section 4.5 Vacancies. Any vacancy, however occurring, in any office or
position, may be filled by action of the Board of Directors.
Section 4.6 Chairman of the Board. The chairman of the board shall
preside as chairman of all meetings of the shareholders and of the Board of
Directors. The chairman may execute contracts, instruments and documents in the
name of the corporation, and appoint and discharge agents and employees. The
chairman of the board shall have duties as may be prescribed by the Board of
Directors from time to time.
Section 4.7 Vice Chairman of the Board. The vice chairman of the board
shall have the powers and duties incident to that office and shall have such
other powers and duties as may be prescribed from time to time by the Board of
Directors, or the chairman of the board. In the event of the incapacity of the
chairman of the board, the vice chairman of the board shall perform such duties
of the chairman of the board as the Board of Directors shall prescribe. In the
event of the resignation of the chairman of the board, the vice chairman of the
board shall have all of the power and duties of the chairman of the board until
such time as the chairman of the board is duly elected.
Section 4.8 Chief Executive Officer. The chief executive officer shall
have general charge of the business of the corporation. He shall exercise the
powers and perform such duties as are incident to his office or are properly
required of him by the Board of Directors. He shall have supervisory management
and control of the affairs and business of the corporation. He may sign or
countersign all certificates, contracts and other instruments of the corporation
as authorized by the Board of Directors and he may appoint and discharge agents
-10-
and employees. In the event of the incapacity of the chairman of the board, and
there being no vice chairman of the board, the chief executive officer shall
perform such duties of the chairman of the board as the Board of Directors shall
prescribe.
Section 4.9 President. The president shall be the chief operating
officer of the corporation and shall have the responsibility for supervising the
day-to-day management and affairs of the corporation. He shall keep the Board of
Directors and the chief executive officer fully informed and shall freely
consult with them concerning the business of the corporation in his charge. He
may sign or countersign all certificates, contracts, and other instruments of
the corporation as authorized by the Board of Directors and he may appoint and
discharge agents and employees. He shall do and perform such other duties as are
incident to his office or are properly required of him by the Board of
Directors. In the event of the incapacity of the chairman of the board, and
there being no vice chairman of the board or chief executive officer, the
president shall perform such duties of the chairman of the board as the Board of
Directors shall prescribe.
Section 4.10 Vice Presidents. Each vice president shall possess, and
may exercise, such power and authority, and shall perform such duties, as may
from time to time be assigned to him by the Board of Directors, the chief
executive officer or the president. In the event of the incapacity of the
president, a vice president designated by the Board of Directors shall perform
such duties of the president as the Board of Directors shall prescribe. A vice
president may execute contracts in the name of the corporation as authorized by
the Board of Directors.
Section 4.11 Secretary. The secretary shall keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose, see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law, be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized, and the
secretary shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to him by the Board of
Directors and as are incident to the office of secretary.
Section 4.12 Treasurer. The treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the corporation, receive and
give receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be utilized by the
corporation. He shall disburse the funds of the corporation in payment of the
just demands against the corporation, or as may be ordered by the president, the
chief executive officer or the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the president, the chief executive
officer and the Board of Directors from time to time as may be required of him,
an account of all his transactions as treasurer and of
-11-
the financial condition of the corporation. In addition, the treasurer shall
possess, and may exercise such power and authority, and shall perform such
duties, as may from time to time be assigned to him by the Board of Directors
and as are incident to the office of treasurer.
Section 4.13 Other Officers, Employees and Agents. Each and every other
officer, employee and agent of the corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, and such officer or officers
who may from time to time be designated by the Board of Directors to exercise
such supervisory authority.
Section 4.14 Compensation. The compensation of the officers, employees
and agents of the corporation shall be fixed from time to time by the Board of
Directors or the officer or officers of the corporation who may from time to
time be designated by the Board of Directors to fix such compensation. The
payment of any compensation by the corporation to him shall not prevent any
officer, employee or agent of the corporation from serving the corporation in
any other capacity and receiving compensation therefor.
Article 5 - Indemnification
This corporation shall indemnify and hold harmless each person who
shall serve at any time as a director or officer of the corporation from and
against any and all claims and liabilities to which such person shall have
become subject by reason of his having heretofore or hereafter been a director
or officer of the corporation, or by reason of any action alleged to have been
heretofore or hereafter taken or omitted by him as such director or officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability; provided,
however, that no such person shall be indemnified against, or be reimbursed for
any expense incurred in connection with any claim or liability which shall be
finally adjudged to arise out of his own gross negligence or willful misconduct.
The rights accruing to any person under the foregoing provisions of this Article
shall not exclude any other rights to which he may be lawfully entitled, nor
shall anything herein contained restrict the right of the corporation to
indemnify or reimburse such person in any proper case even though not
specifically herein provided for.
The corporation, its directors, officers, employees and agents shall be
fully protected in taking any action or making any payment under this Article,
or in refusing so to do, in reliance upon the advice of counsel.
-12-
Article 6 - Certificates of Stock
Section 6.1 Certificates for Shares. The shares of stock of the
corporation shall be either certificated or uncertificated. Every holder of duly
issued certificated shares of stock in the corporation shall be entitled to a
certificate in such form as prescribed by the Board of Directors. Certificates
representing shares in the corporation shall be signed by the president, a vice
president and the treasurer, or an assistant treasurer or the secretary or an
assistant secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the president, a vice president and the
treasurer, or an assistant treasurer or the secretary or an assistant secretary
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent or a registrar, other than the corporation itself or an employee of the
corporation. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer 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 its issuance.
Section 6.2 Transfer Agents and Registrars. The Board of Directors may
appoint one or more responsible banks or trust companies in such city or cities
as the board may from time to time deem advisable to act as transfer agents and
registrars of the stock of the corporation; and, if and when such appointments
shall been made, no stock certificate shall be valid until countersigned by one
of such transfer agents and registered by one of such registrars.
Section 6.3 Transfer of Shares; Ownership of Shares. Transfers of
shares of stock of the corporation shall be made only upon the stock transfer
books of the corporation, and only after the surrender to the corporation of the
certificates representing such shares, if the shares are certificated, or upon
compliance with the uncertificated share transfer procedures prescribed by the
corporation, the transfer agent and registrar of the corporations shares. The
person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes and the
corporation shall not be bound to recognize any equitable or other claim to, or
interest in, such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as provided by law.
Section 6.4 Lost Certificates. The corporation shall issue a new stock
certificate in the place of any certificate previously issued if the holder of
record of the certificate: (a) makes proof in affidavit form that the
certificate has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the corporation has notice that the lost,
destroyed or wrongfully taken certificate has been acquired by a purchaser for
value in good faith and without notice of any adverse claim; (c) at the
discretion of the Board of Directors, gives bond in such form and amount as the
corporation may direct, to indemnify the corporation, the transfer agent and
registrar against any claim that may be made on account of the alleged loss,
destruction, or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.
-13-
Article 7 - Actions With Respect to Securities of Other Corporations
Unless otherwise directed by the Board of Directors, the chairman of
the board if he is present, or in his absence by the vice chairman, if any, or
in his absence by the president, or in his absence by any vice president who may
be present, shall have power to vote and otherwise act on behalf of the
corporation at any meeting of shareholders of, or with respect to, any action of
shareholders of any other corporation in which the corporation may hold
securities and to otherwise exercise any and all rights and powers which the
corporation may possess by reason of its ownership of securities in other
corporations.
Article 8 - Amendments
Alteration, amendment or repeal of these By-Laws may be made by a
majority of the shareholders entitled to vote at any meeting, or by the Board of
Directors by a majority vote of the directors at any regular or special meeting,
provided notice of such alteration, amendment or repeal has been given to each
director in writing at least three (3) days prior to said meeting.
Article 9 - Gender
All words used in these by-laws in the masculine gender shall extend to
and shall include the feminine and neuter genders.
-14-