Exhibit 3.2
-----------
BY-LAWS
-------
OF
COMPETITIVE TECHNOLOGIES, INC.
------------------------------
As Amended July 27, 2004
ARTICLE I
---------
MEETING OF SHAREHOLDERS
-----------------------
SECTION 1.01. Annual Meetings. The annual meeting of shareholders for the
election of Directors and for the transaction of such other proper business,
notice of which is given in the notice of the meeting, shall be held on such
date and at such time and place, within or without the State of Delaware, as
shall be designated by the Board of Directors and set forth in the notice of
such meeting.
SECTION 1.02. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chairman of the Board of Directors or by the President
of the Corporation or by the Board of Directors. Special meetings shall be held
at such place within or without the State of Delaware and at such hour as may be
designated in the notice of such meeting and the business transacted shall be
confined to the object stated in the notice of the meeting.
SECTION 1.03. Notice of Shareholders' Meetings. The notice of all meetings
of shareholders shall be in writing and shall state the place, date and hour of
the meeting. The notice of an annual meeting shall state that the meeting is
called for the election of the Directors to be elected at such meeting and for
the transaction of such other business as is stated in the notice of the
meeting. The notice of a special meeting shall state the purpose or purposes for
which the meeting is called and shall also indicate that it is being issued by
or at the direction of the person or persons calling the meeting.
A copy of the notice of each meeting of shareholders shall be given,
personally or by mail, not less than ten days nor more than fifty days before
the date of the meeting, to each shareholder entitled to vote at such meeting at
his record address or at such other address as he may have furnished by request
in writing to the Secretary of the Corporation. If a meeting is adjourned to
another time or place, and, if any announcement of the adjourned time or place
is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty days or the
Directors, after adjournment, fix a new record date for the adjourned meeting.
Notice of a 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 a 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 of the meeting.
SECTION 1.04. Quorum at Shareholders' Meetings: Vote Required. At any
meeting of the shareholders the holders of a majority of the outstanding shares
entitled to vote thereat shall constitute a quorum. If there shall be less than
a quorum at any meeting of the shareholders a majority of those present in
person or by proxy may adjourn the meeting.
Directors shall be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election. Whenever
any corporate action, other than the election of Directors, is to be taken by
vote of the shareholders, it shall, except as otherwise required by the General
Corporation Law, be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.
SECTION 1.05. Inspectors at Shareholders' Meetings. The Board of Directors,
in advance of any shareholders meeting, may appoint one or more inspectors to
act at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at the shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully 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 or
vote with fairness to all shareholders. On request of the person presiding at
the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them. Any report or certificate
made by them shall be prima facie evidence of the facts stated and of the vote
as certified by them.
ARTICLE II
----------
DIRECTORS
---------
SECTION 2.01. Qualifications and Number; Vacancies. A Director need not be
a shareholder, a citizen of the United States, or a resident of the State of
Delaware. The number of Directors constituting the entire Board is hereby fixed
at six (6) Directors of which group one (1) Director shall be an internal
Director. The number of Directors may be changed by resolution of the Board of
Directors adopted by the same vote that is necessary under Article VII hereof to
amend these by-laws.
The Directors shall be chosen from among the six (6) nominees receiving the
greatest plurality of votes from shareholders at the annual meeting of
shareholders.
The number of Directors may be increased or decreased by amendment of these
by-laws duly adopted by either the shareholders or a vote of the majority of the
entire Board of Directors, provided that the number of Directors constituting
the entire Board shall not be less than three. No decrease shall shorten the
term of any incumbent Director. Any Director may be removed for cause by the
shareholders.
Vacancies and newly created directorships resulting from any increase in
the authorized number of Directors may be filled by a majority of the Directors
then in office, though less than a quorum, or by a sole remaining Director.
SECTION 2.02. Term. Each director shall hold office until the next annual
meeting of shareholders and until his successor has been elected and qualified.
SECTION 2.03. Place and Time of Meetings of the Board. Regular and special
meetings of the Board shall be held at such places (within or without the State
of Delaware) and at such times as may be fixed by the Board or upon call of the
President of the Corporation or of the executive committee or of any two
Directors, provided that the Board of Directors shall hold at least four
meetings a year.
SECTION 2.04. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business, but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present (or if only one be present, then that one) may adjourn the meeting
from time to time and the meeting may be held as adjourned without further
notice. At all meetings of Directors, a quorum being present, all matters shall
be decided by the vote of a majority of the Directors present at the time of the
vote.
SECTION 2.05. Remuneration of Directors. In addition to reimbursement for
his reasonable expenses incurred in attending meetings or otherwise in
connection with his attention to the affairs of the Corporation, each Director
as such, and as a member of any committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time by the Board.
SECTION 2.06. Notice of Meetings of the Board. Regular meetings of the
Board may be held without notice if the time and place of such meetings are
fixed by the Board. All regular meetings of the Board, the time and place of
which have not been fixed by the Board, and all special meetings of the Board
shall be held upon twenty-four hours' notice to the Directors given by letter or
telegraph. No notice need specify the purpose of the meeting. Any requirement of
notice shall be effectively waived by any Director who signs a waiver of notice
before or after the meeting or who attends the meeting without protesting (prior
thereto or at its commencement) the lack of notice to him.
SECTION 2.07. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees to
serve at the pleasure of the Board. Each committee shall consist of three or
more Directors. During the intervals between the meetings of the Board, the
Executive Committee shall have all of the authority of the Board of Directors.
Each other committee shall be empowered to perform such functions as may, by
resolution, be delegated to it by the Board.
The Board of Directors may designate one or more Directors as alternate
members of any such committee, who may replace any absent member or members at
any meetings of such committee. Vacancies in any committee, whether caused by
resignation or by increase in the number of members constituting said committee,
shall be filled by a majority of the entire Board of Directors. The Executive
Committee may fix its own quorum. In the absence or disqualification of any
member of any such committee, the member or members thereof present at any
meeting and not disqualified from voting whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.
SECTION 2.08. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.
ARTICLE III
-----------
OFFICERS
--------
SECTION 3.01. Officers. The Board of Directors, at its first meeting held
after the annual meeting of shareholders in each year shall elect a Chairman of
the Board, Chairman of the Executive Committee, a President, one or more Vice
Presidents, a Secretary and a Treasurer and may, in its discretion, also appoint
from time to time such other officers or agents as it may deem proper. The
Chairman of the Board, Chairman of the Executive Committee and the President
shall be elected from among the members of the Board of Directors.
Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution of election or appointment or
in the employment agreement with an officer, each officer shall hold office
until the meeting of the Board of Directors following the next annual meeting of
shareholders and until his successor has been elected and qualified; provided,
however, that the Board of Directors may, unless otherwise provided in such
resolution or agreement, remove any officer for cause or without cause at any
time.
SECTION 3.02. Chairman of the Board. The Chairman shall, if present,
preside at all meetings of the shareholders and Board of Directors. The Chairman
shall act as lead director and serve as principal interface between the Board of
Directors and management of the Corporation and shall work with the Chief
Executive Officer to develop agendas for all meetings of the Board of Directors.
He shall also consult with and recommend to the Nominating and Corporate
Governance Committee, the membership of the various committees of the Board of
Directors. The Chairman shall have the right to attend committee meetings of the
Board of Directors whenever appropriate. The Chairman shall also do and perform
any and all other acts and duties which may be assigned to him from time to time
by the Board of Directors.
SECTION 3.03. Chairman of Executive Committee. The Chairman of the
Executive Committee shall, if present, preside at all meetings of the Executive
Committee and shall do and perform all other acts and duties which may be
assigned to him from time to time by the Board of Directors.
SECTION 3.04. President. In the absence of the Chairman of the Board or his
inability to act, the President shall preside at all meetings of the
shareholders and of the Board of Directors. The President shall do and perform
all other acts and duties which may be assigned to him from time to time by the
Board of Directors or the Chairman of the Board.
SECTION 3.04A. Vice Presidents. The Vice Presidents shall do and perform
such acts and duties as may be assigned to them from time to time by the Board
of Directors, the Chairman of the Board or the President.
SECTION 3.04B. Designations of CEO and COO. The Board of Directors shall
from time to time designate the persons, whether by name or title, who shall be
the Chief Executive Officer ("CEO") and Chief Operating Officer ("COO") of the
Corporation. The CEO shall have general supervision of the affairs of the
Corporation subject to the control of the Board of Directors. Both the CEO and
the COO shall have the power on behalf of the Corporation to execute and deliver
all contracts, instruments, conveyances or documents and to affix the corporate
seal thereto.
SECTION 3.05. Secretary. The Secretary shall keep minutes of the
proceedings and the resolutions adopted at all meetings of the shareholders and
the Board of Directors, and shall give due notice of the meetings of the
shareholders and the Board of Directors. He shall have charge of the seal and
all books and papers of the Corporation, and shall perform all duties incident
to his office. In case of the absence or disability of the Secretary, his duties
and powers may be exercised by such person as may be appointed by the Board of
Directors or the Executive Committee.
SECTION 3.06. Treasurer. The Treasurer shall receive all the monies
belonging to the Corporation, and shall forthwith deposit the same to the credit
of the Corporation in such financial institution as may be selected by the Board
of Directors or the Executive Committee. He shall keep books of account and
vouchers for all monies disbursed. He shall also perform such other duties as
may be prescribed by the Board of Directors or Executive Committee or the
President and in case of the absence or disability of the Treasurer, his duties
and powers may be exercised by such person as may be appointed by the Board of
Directors or Executive Committee.
ARTICLE IV
----------
INDEMNIFICATION
---------------
SECTION 4.01. Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that 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 attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that 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 attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in subsection (d) upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article IV.
(f) The indemnification provided by this Article IV shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(g) The Board of Directors may authorize, by a vote of a majority of the
full Board, the Corporation 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 this Article IV.
ARTICLE V
---------
CAPITAL STOCK
-------------
SECTION 5.01. Share Certificates. Each certificate representing shares of
the Corporation shall be in such form as may be approved by the Board of
Directors and, when issued, shall contain upon the face or back thereof the
statements prescribed by the General Corporation Law and by any other applicable
provision of law. Each such certificate shall be signed by the Chairman or
President or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or Assistant Treasurer. The signatures of said officers upon a
certificate may be facsimile if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or its
employee. In case any officer who has signed or whose facsimile signature has
been placed upon a 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 issue.
SECTION 5.02. Lost, Destroyed or Stolen Certificates. No certificate
representing shares shall be issued in place of any certificate alleged to have
been lost, destroyed or stolen, except on production of evidence of such loss,
destruction or theft and on delivery to the Corporation, if the Board of
Directors shall so require, of a bond of indemnity in such amount, upon such
terms and secured by such surety as the Board of Directors may in its discretion
require.
SECTION 5.03. Transfer of Shares. The shares of stock of the Corporation
shall be transferable or assignable on the books of the Corporation only by the
person to whom they have been issued or his legal representative, in person or
by attorney, and only upon surrender of the certificate or certificates
representing such shares properly assigned. The person in whose name shares of
stock shall stand on the record of shareholders of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
SECTION 5.04. Record Dates. 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 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 action, the Board may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
ARTICLE VI
----------
MISCELLANEOUS
-------------
SECTION 6.01. Signing of Instruments. All checks, drafts, notes,
acceptances, bills of exchange, and orders for the payment of money shall be
signed in such manner and by such person or persons as may be authorized from
time to time by the Board of Directors or the Executive Committee or by the
by-laws.
SECTION 6.02. Corporate Seal. The seal of the Corporation shall be in such
form and shall have such content as the Board of Directors shall from time to
time determine.
ARTICLE VII
-----------
AMENDMENTS OF BY-LAWS
---------------------
SECTION 7.01. Amendments. These by-laws may be altered, amended or repealed
at any meeting, by vote of a majority of the Board of Directors, provided that
notices of the proposed amendments shall have been sent by mail to all the
Directors not less than three days before the meeting at which they are to be
acted upon, or at any regular meeting of the Directors, by the unanimous vote of
all the Directors present.