EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
INTERLINK ELECTRONICS, INC.
ARTICLE I
STOCKHOLDERS
1.1 ANNUAL MEETING. The annual meeting of the stockholders shall be held on
such date, and at such time and place as may be designated from time to
time by the Board of Directors and stated in the notice of the meeting.
1.2 FAILURE TO HOLD ANNUAL MEETING. If the annual meeting is not held at
the designated time, the directors shall cause the meeting to be held
as soon thereafter as convenient. If there is a failure to hold an
annual meeting for a period of 30 days after the date designated, any
stockholder or director may apply to the Court of Chancery to summarily
order a meeting held.
1.3 SPECIAL MEETINGS. Special meetings of the stockholders may be called by
the President or by the Board of Directors or by such other persons as
may be authorized by law to call a special meeting of the stockholders.
1.4 PLACE OF MEETINGS. Meetings of the stockholders shall be held at the
principal business office of the corporation or at such other place as
may be determined by the Board of Directors.
1.5 NOTICE OF MEETINGS. Written or printed notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be mailed to each
stockholder entitled to vote at the meeting at the stockholder's
address as it appears on the stock transfer records of the corporation,
with postage thereon prepaid, not less than 10 nor more than 60 days
before the date of the meeting, by or at the direction of the
President, the Secretary or the Board of Directors.
1.6 WAIVER OF NOTICE. Whenever any notice is required to be given to any
stockholder of the corporation, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of
such notice. The attendance of a stockholder at a meeting shall
constitute a waiver of notice of such meeting, except where a
stockholder attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully
called or convened.
1.7 FIXING OF RECORD DATE.
(a) In order that the corporation may determine the 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 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 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action.
(b) If no record date is fixed:
(1) 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
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;
(2) The record date for determining stockholders entitled
to express consent to corporate action in writing
without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which
the first written consent is expressed;
(3) The record date for determining stockholders for any
other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
(c) A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned
meeting.
1.8 VOTING RECORDS.
(a) The officer who has charge of the stock ledger of the
corporation shall make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Nothing
contained in this subsection (a) shall require the Corporation
to include electronic mail addresses or other electronic
contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to
the meeting for a period of at least 10 days prior to the
meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such
list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of
business of the Corporation. In the event that the Corporation
determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure
that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the
list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to be held
solely by means of remote communication, then the list shall
also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible network,
and the information required to access such list shall be
provided with the notice of the meeting. The stock ledger
shall be the only evidence of the identity of the stockholders
entitled to examine such list.
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(b) Upon the willful neglect or refusal of the directors to
produce such a list at or during any meeting for the election
of directors as required by subsection (a) they shall be
ineligible for election to any office at such meeting.
(c) Except as otherwise required by applicable law, the stock
ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the
stockholder list or the books and records of the corporation,
or to vote in person or by proxy at any meeting of
stockholders.
1.9 QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If a quorum is present at a
meeting, a majority may adjourn the meeting from time to time to a
different time and place without further notice if the time and place
thereof are announced at the meeting at which the adjournment is taken.
At such adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as
originally called. If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. The stockholders
present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
1.10 MAJORITY VOTE; ACTION WITHOUT A MEETING. The vote of the holders of a
majority of the shares present and entitled to vote at any duly
organized meeting shall decide any question (other than the election of
directors) unless the vote of a greater number shall be required by
law, the Certificate of Incorporation or these Bylaws. Directors shall
be elected by a plurality of the shares present and entitled to vote in
the election of directors at any duly organized meeting at which
directors are to be elected. Any action which the stockholders could
take at a meeting may be taken without a meeting if a consent in
writing setting forth the action so taken is signed by the holders of
outstanding stock having not less than the minimum number of shares
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.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and the consent shall be
filed with the minutes of the corporation.
1.11 PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by a duly authorized
attorney in fact. The proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be
valid after three years from the date of its execution, unless
otherwise provided in the proxy.
1.12 VOTING OF SHARES BY CERTAIN HOLDERS.
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(a) Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by
the pledgor on the books of the corporation he or she has
expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his or her proxy, may represent such
stock and vote thereon.
(b) If shares or other securities having voting power stand of
record in the names of two or more persons, or if two or more
persons have the same fiduciary relationship respecting the
same shares, unless the Secretary is given written notice to
the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it
is so provided, their acts with respect to voting shall have
the following effect:
(1) If only one votes, the act of such person binds all;
(2) If more than one vote, the act of the majority so
voting binds all;
(3) If more than one vote and if the vote is evenly split
on any particular matter, each faction may vote the
securities in question proportionally, or any person
voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as
may have jurisdiction to appoint an additional person
to act with the person so voting the shares, which
shall then be voted as determined by a majority of
such persons and the person appointed by the court.
If the instrument so filed shows that any such
tenancy is held in unequal interests, a majority or
even split for the purpose of this subsection shall
be a majority or even split in interest.
ARTICLE II
BOARD OF DIRECTORS
2.1 GENERAL POWERS. The business and affairs of the corporation shall be
managed by its Board of Directors.
2.2 NUMBER, TENURE AND QUALIFICATION. Except as otherwise provided in this
Section 2.2, the number of directors of the corporation shall be seven
or such other number of directors determined by resolution of the
directors and shall be divided into three classes, known as Class I,
Class II and Class III, which Classes shall be, as nearly as possible,
equal in number. The terms of office of each Class of directors shall
be as provided in Article VII of the corporation's Certificate of
Incorporation. The number of directors permitted under the Bylaws may
be increased or decreased from time to time by resolution of the
directors . Directors need not be residents of the State of Delaware or
stockholders of the corporation.
2.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of stockholders. The Board of
Directors may provide, by resolution, the time and place, either within
or without the State of Delaware, for the holding of additional regular
meetings without other notice than the resolution.
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2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chairman or the President or by
one-third of the directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either
within or without the State of Delaware, as the place for holding any
special meeting of the Board of Directors called by them.
2.5 NOTICE. Written notice of any special meeting of the Board of Directors
shall be given at least two days prior to the meeting by personal
delivery, by mail or by telegram. If mailed, notice shall be deemed to
be given when deposited in the United States mails addressed to the
director at the director's business address, with postage thereon
prepaid. If by telegram, notice shall be deemed to be given when the
telegram is delivered to the telegraph company. The attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, except where the director attends a meeting for the express
purpose of objecting 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 Board of Directors need be specified in the notice or waiver of
notice of such meeting.
2.6 WAIVER OF NOTICE. Whenever any notice is required to be given to any
director of the corporation, waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice.
2.7 QUORUM; MAJORITY VOTE. A majority of the number of directors fixed by
or in accordance with Section 2.2 of this Article II, or such lesser
number of directors as shall then be in office, shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors; provided, however, that a quorum shall in no case be less
than one-third of the total number of directors constituting the full
Board of Directors. 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, unless a different number is provided by law, the
Certificate of Incorporation or these Bylaws.
2.8 MEETING BY TELEPHONE CONFERENCE; CONSENT IN LIEU OF MEETING.
(a) Members of the Board of Directors may hold a board meeting by
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other. Participation in such a meeting shall
constitute presence in person at the meeting.
(b) Any action which is required or permitted to be taken by the
directors at a meeting may be taken without a meeting if a
consent in writing setting forth the action so taken is signed
by all of the directors entitled to vote on the matter. Such
consent, which shall have the same effect as a unanimous vote
of the directors, shall be filed with the minutes of the
corporation.
2.9 VACANCIES. Except as otherwise provided by law, and subject to any
agreement among stockholders of the Corporation relating to the
composition of the Board of Directors of the Corporation, vacancies and
newly created directorships resulting from any increase in the
authorized number of
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directors may be filled by affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors, or by a sole remaining director. Any such directorship not
so filled by the directors shall be filled by election at the next
annual meeting of stockholders or at a special meeting of stockholders
called for that purpose. A director elected to fill a vacancy shall be
designated a member of the class of directors in which such vacancy has
occurred and shall serve until the next annual meeting of stockholders
at which directors of that class are elected and until a successor
shall have been elected and qualified.
2.10 COMPENSATION. By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
2.11 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 the director's dissent to the action is entered in the minutes
of the meeting or unless a written dissent to the action is filed with
the person acting as the secretary of the meeting before the
adjournment thereof or forwarded by certified or registered mail to the
Secretary of the corporation immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted
in favor of the action.
2.12 TRANSACTIONS WITH DIRECTORS.
(a) Any contract or other transaction or determination between the
corporation and one or more of its directors, or between the
corporation and another party in which one or more of its
directors are interested, shall be valid notwithstanding the
relationship or interest or the presence or participation of
such director or directors in a meeting of the Board of
Directors or a committee thereof which acts upon or in
reference to such contract, transaction or determination, if:
(1) The material facts as to such relationship or
interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or
committee and it authorizes the contract or
transaction by the affirmative vote of a majority of
the disinterested directors, even though the
disinterested directors are less than a quorum; or
(2) The material facts as to such relationship or
interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled
to vote, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders; or
(3) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee
thereof or the stockholders.
(b) None of the provisions of this section shall invalidate any
contract, transaction or determination which would otherwise
be valid under applicable law.
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2.13 REMOVAL. All or any number of the directors may, subject to any
agreement among stockholders of the Corporation, be removed with cause
by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors and otherwise as provided by
applicable law.
2.14 RESIGNATION. Any director may resign by delivering his or her
resignation, in writing, to the corporation at its principal office or
to the President or Secretary. Such resignation shall be effective on
receipt unless it is specified to be effective at some other time or
upon the happening of some other event.
ARTICLE III
COMMITTEES
3.1 DESIGNATION. The Board of Directors may designate from among its
members an executive committee and/or one or more other committees,
each consisting of one or more directors. The designation of a
committee, and the delegation of authority to it, shall not operate to
relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. No member of any committee shall
continue to be a member thereof after ceasing to be a director of the
corporation. The Board of Directors shall have the power at any time to
increase or decrease the number of members of any committee, to fill
vacancies thereon, to change any member thereof and to change the
functions or terminate the existence thereof.
3.2 POWERS. Any such committee, to the extent provided by resolution of the
Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business
and affairs of the corporation (including the power and authority to
designate other committees of the Board of Directors or to appoint
members to other committees of the Board of Directors), and may
authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority
in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly
required by the General Corporation Law of the State of Delaware to be
submitted to stockholders for approval (other than recommending the
election or removal of directors) or (ii) adopting, amending, or
repealing any Bylaw of the Corporation.
3.3 PROCEDURES; MEETINGS; QUORUM.
(a) The Board of Directors shall appoint Chairman and the
committee shall appoint a secretary who may, but need not, be
a member of the committee. The chairman shall preside at all
committee meetings and the secretary of the committee shall
keep a record of its acts and proceedings.
(b) Regular meetings of a committee, of which no notice shall be
necessary, shall be held on such days and at such places as
shall be fixed by resolution adopted by the committee. Special
meetings of a committee shall be called at the request of the
Chairman or the President or of any member of the committee,
and shall be held upon such notice as is required by these
Bylaws for special meetings of the Board of Directors,
provided that notice by word of mouth or
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telephone shall be sufficient if received in the city where
the meeting is to be held not later than the day immediately
preceding the day of the meeting. A waiver of notice of a
meeting, signed by the person or persons entitled to such
notice, whether before or after the event stated therein,
shall be deemed equivalent to the giving of such notice.
(c) Attendance of any member of a committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of a
committee, from time to time, shall be necessary to constitute
a quorum for the transaction of any business, and the act of a
majority of the members present at a meeting at which a quorum
is present shall be the act of the committee. Members of a
committee may hold a meeting of such committee by means of
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other, and participation in such a meeting shall
constitute presence in person at the meeting.
(d) Any action which may be taken at a meeting of a committee may
be taken without a meeting if a consent in writing setting
forth the actions so taken shall be signed by all members of
the committee entitled to vote with respect to the subject
matter thereof. The consent shall have the same effect as a
unanimous vote of the committee.
(e) The Board of Directors may vote to the members of any
committee a reasonable fee as compensation for attendance at
meetings of the committee.
3.4 ELECTION TO BE GOVERNED BY SECTION 141(C) (2). The corporation elects
to be governed by paragraph (2) of Section 141(c) of the Delaware
General Corporation Law.
ARTICLE IV
OFFICERS
4.1 NUMBER. The officers of the corporation shall be a Chairman, a
President, one or more Vice Presidents, a Secretary and a Treasurer.
Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors and shall have
such powers and duties as may be prescribed by the Board of Directors.
Any two or more offices may be held by the same person.
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 the annual meeting of the stockholders.
If the election of officers shall not be held at the meeting, it shall
be held as soon thereafter as is convenient. Each officer shall hold
office until a successor shall have been duly elected and shall have
qualified or until the officer's death, resignation or removal in the
manner hereinafter provided.
4.3 REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby.
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4.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
4.5 CHAIRMAN. The Chairman shall be the chief executive officer of the
corporation and shall be in general charge of its business and affairs,
subject to the control of the Board of Directors. The Chairman shall,
if present, preside at all meetings of stockholders and of directors.
The Chairman may execute on behalf of the corporation all contracts,
agreements, stock certificates and other instruments. The Chairman
shall from time to time report to the Board of Directors all matters
within the Chairman's knowledge affecting the corporation which should
be brought to the attention of the Board. The Chairman may vote all
shares of stock in other corporations owned by the corporation, and
shall be empowered to execute proxies, waivers of notice, consents and
other instruments in the name of the corporation with respect to such
stock. The Chairman shall perform such other duties as may be required
by the Board of Directors.
4.6 PRESIDENT. The President shall be the chief operating officer of the
corporation and shall be in general charge of its operations, subject
to the control of Chairman and the Board of Directors. In the absence
of the Chairman, the President shall preside at all meetings of
stockholders and at all meetings of directors. The President may
execute on behalf of the corporation all contracts, agreements, stock
certificates and other instruments. The President may vote all shares
of stock in other corporations owned by the corporation, and shall be
empowered to execute proxies, waivers of notice, consents and other
instruments in the name of the corporation with respect to such stock.
The President shall perform such other duties as may be required by the
Chairman or the Board of Directors. In the event of the Chairman's
death or inability or refusal to act, the President shall perform the
duties of the Chairman and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the Chairman.
4.7 SECRETARY. The Secretary shall keep the minutes of all meetings of the
directors and stockholders, and shall have custody of the minute books
and other records pertaining to the corporate business. The Secretary
shall countersign all stock certificates and other instruments
requiring the seal of the corporation and shall perform such other
duties as may be required by the Board of Directors.
4.8 VICE PRESIDENTS. In the event of the death or inability or refusal to
act, of both the Chairman and the President, a Vice President (selected
as provided below) shall perform the duties of the Chairman and the
President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Chairman and the President. In
the event the Board of Directors has appointed more than one Vice
President, the duties of the President and Chairman shall be undertaken
by the most senior Vice President able to undertake such duties.
Seniority shall be determined based on any classifications among Vice
Presidents established by the Board of Directors and, within any such
classification, based on the date of appointment to that position. Any
Vice President shall perform such other duties assigned by the Chairman
or the President or by the Board of Directors.
4.9 TREASURER. The Treasurer shall be the chief financial and accounting
officer of the corporation. The Treasurer shall keep correct and
complete records of accounts showing the
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financial condition of the corporation. The Treasurer shall be legal
custodian of all moneys, notes, securities and other valuables that may
come into the possession of the corporation. The Treasurer shall
deposit all funds of the corporation that come into the Treasurer's
hands in depositories that the Board of Directors may designate. The
Treasurer shall pay the funds out only on the check of the corporation
signed in the manner authorized by the Board of Directors. The
Treasurer shall perform such other duties as assigned by the Board of
Directors may require.
4.10 SALARIES. The salaries of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from
receiving such salary because the officer is also a director of the
corporation.
ARTICLE V
INDEMNITY
5.1 GRANT OF INDEMNITY. The Corporation shall indemnify to the fullest
extent then permitted by the law any person who is made, or threatened
to be made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including an action, suit or proceeding by
or in the right of the Corporation) by reason of the fact that the
person is or was a director or officer of the Corporation, or serves or
served at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred
in connection therewith. Expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding shall be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article. The indemnification provided
hereby shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any statute, bylaw, agreement, vote
of stockholders or directors or otherwise, both as to action in any
official capacity and as to action in another capacity while holding an
office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person.
Any person other than a director or officer who is or was an employee
or agent of the Corporation, or fiduciary within the meaning of the
Employee Retirement Income Security Act of 1974 with respect to any
employee benefit plans of the Corporation, or is or was serving at the
request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise may
be indemnified to such extent as the board of directors in its
discretion at any time or from time to time may authorize.
5.2 NO LIABILITY OF DIRECTORS. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that the
liability of a director shall not be eliminated (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal
benefit.
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ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES FOR SHARES.
(a) Certificates representing shares of the corporation shall be
in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile
thereof. All certificates for shares shall be consecutively
numbered or otherwise identified.
(b) The name and address of the person to whom the shares
represented by each certificate are issued, with the number of
shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled
and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as
the Board of Directors may prescribe.
6.2 TRANSFER OF SHARES. Transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation by the holder of
record thereof or by the holder's legal representative, who shall
furnish proper evidence of authority to transfer, or by the holder's
attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation. 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.
6.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for
the shares of the corporation, with such powers and duties as the Board
of Directors shall determine by resolution. The signatures of the
President or Vice President and the Secretary or Assistant Secretary
upon a certificate may be facsimiles if the certificate is manually
signed on behalf of such officers by a transfer agent or a registrar
other than the corporation itself.
6.4 OFFICER CEASING TO ACT. In case any officer who has signed or whose
facsimile signature has been placed upon a stock 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 the signer were
such officer at the date of its issuance.
6.5 FRACTIONAL SHARES. The corporation shall not issue certificates for
fractional shares.
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ARTICLE VII
LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 CONTRACTS. The Board of Directors may authorize any officer or officers
and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
7.2 LOANS. No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness for money borrowed shall be issued in its name
unless authorized by a resolution of the Board of Directors; provided,
however, that the foregoing prohibitions shall not apply to trade
credit in the ordinary course of business. Such authority may be
general or confined to specific instances.
7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment
of money and notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers and
agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
ARTICLE VIII
SEAL
8.1 SEAL. The seal of the corporation shall be circular in form and shall
have inscribed thereon the name of the corporation and the state of
incorporation and the words "Corporate Seal."
8.2 SEVERABILITY. Any determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal or otherwise ineffective
shall not affect or invalidate any other provision of these Bylaws.
8.3 EVIDENCE OF AUTHORITY. A certificate by the Secretary or an Assistant
Secretary as to any action taken by the stockholders, directors, any
committee or any officer or representative of the corporation shall as
to all persons who rely on the certificate in good faith be conclusive
evidence of such action.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed and new
bylaws may be adopted by the Board of Directors or by the stockholders at any
regular or special meeting.
Adopted: October 4, 2006
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