Exhibit 3.23
BYLAWS
OF
CHAPARRAL STEEL TEXAS, INC.
ARTICLE 1 - OFFICES
Section 1. Registered Office. The registered offics shall be located in
the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation also may have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation
may require.
ARTICLE 2 - MEETINGS OF THE STOCKHOLDERS
Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other proper purpose shall be held in such
place within or without the State of Delaware as the Board of Directors may from
time to time designate, as stated in the notice of such meeting or a duly
executed waiver of notice thereof.
Section 2. Annual Meeting. An annual meeting of the stockholders shall be
held at such time and date as the Board of Directors may determine. At such
meeting the stockholders entitled to vote thereat shall elect a Board of
Directors, and may transact such other business as properly may be brought
before the meeting.
Section 3. Special Meeting. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, the President, the Board of
Directors or the holders of not less than ten percent (10%) of all shares
entitled to vote at the meeting.
Section 4. Notice of Annual or Special Meeting. Written or printed notice
stating the location, 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
delivered not less than ten (10) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
Chairman of the Board, the President, the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5. Business at Special Meeting. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice thereof.
Section 6. Quorum of Stockholders. Unless otherwise provided in the
Certificate of Incorporation or applicable law, the holders of a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the stockholders. If, however, a quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement of location,
day, and hour of the adjourned meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified, unless the adjournment is for more than
thirty (30) days or a new record date is fixed for the adjourned meeting, in
which case notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting. The stockholders present at a duly
organized meeting may continue to transact business until adjournment, and the
subsequent withdrawal of any stockholder or the refusal of any stockholder to
vote shall not affect the presence of quorum at the meeting.
Section 7. Act of Stockholders' Meeting. Except with respect to the
election of directors, the vote of the holders of a majority of the shares
entitled to vote and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders' meeting, unless the vote
of a greater number is required by law or the Certificate of Incorporation.
Unless otherwise provided in the Certificate of Incorporation, directors shall
be elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of directors at a meeting of stockholders at which a quorum
is present and all elections of directors shall be by written ballot. Where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.
Section 8. Voting of Shares. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Certificate of Incorporation or by a resolution of the
Board of Directors designating a series of preferred stock. At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the
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number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote. Unless permitted by the
Certificate of Incorporation, no stockholder shall be entitled to cumulate his
votes by giving one candidate as many votes as the number of such directors to
be elected multiplied by the number of shares owned by such stockholder or by
distributing such votes on the same principle among any number of such
candidates.
Section 9. Proxies. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three (3) years from its date of
execution unless otherwise provided in the proxy. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and the proxy is coupled
with an interest or otherwise made irrevocable by law.
Section 10. Voting List. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of the stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and number of shares held by each, which list shall be
maintained, for a period of ten (10) days prior to such meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and shall be subject to inspection by any
stockholder at any time during the usual business hours. 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 stockholder during the whole time of the meeting. The
original stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or transfer books of the corporation or to vote at
any such meeting of stockholders.
Section 11. Action by Written Consent Without a Meeting. Any action
required or permitted by law, the Certificate of Incorporation, or these bylaws
to be taken at a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present
and voting. Consent does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within sixty (60) days after the date of the earliest dated consent
delivered to the corporation in the manner required by this Section 11, a
consent or consents
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signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the corporation by delivery to its registered
office, its principal place of business, or an officer to agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the corporation's principal place of
business shall be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.
ARTICLE 3 - BOARD OF DIRECTORS
Section 1. Powers. The business and affairs of the corporation shall be
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised and done by the stockholders.
Section 2. Number of Directors. The number of directors shall consist of
one (1) or more members as determined from time to time in accordance with these
bylaws by resolution of the Board of Directors, but no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.
Section 3. Election and Term. The directors, other than the initial
directors, shall be elected at the annual meeting of the stockholders except as
provided in Section 4 of this Article 3, and each director of the corporation
shall hold office until his successor is elected and qualified or until his
death, resignation or removal. Unless required by the Certificate of
Incorporation, directors need not be residents of the State of Delaware or
stockholders of the corporation.
Section 4. Vacancies. Any vacancy occurring in the Board of Directors shall
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or if no directors remain,
by an election at an annual or special meeting of the stockholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the
affirmative vote of a majority of the directors. A director elected to fill a
newly created directorship shall hold office until his successor is elected and
qualified or until his death, resignation or removal.
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Notwithstanding the preceding provisions of this Section 4, whenever the
holders of any class or series of shares are entitled to elect one or more
directors by the provisions of the Certificate of Incorporation, any vacancies
in such directorships and any newly created directorships of such class or,
series to be filled by reason of an increase in the number of such directors may
be filled by the affirmative vote of a majority of the directors elected by such
class or series then in office or by a sole remaining director so elected.
Unless otherwise provided in the Certificate of Incorporation or these
bylaws, when one (1) or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this Section 4 in the filling of other vacancies.
Section 5. Resignation and Removal. Any director may resign at any time
upon giving written notice to the corporation. At any meeting of stockholders
called expressly for the purpose of removing a director or directors, any
director or the entire Board of Directors may be removed, with or without cause,
by a vote of the holders of a majority of the shares then entitled to vote at an
election of directors.
Section 6. Compensation of Directors. As specifically prescribed from time
to time by resolution of the Board of Directors, the directors of the
corporation may be paid their expenses of attendance at each meeting of the
Board and may be paid a fixed sum for attendance at each meeting of the Board or
a stated salary in their capacity as directors. This provision shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
Section 7. Chairman of the Board. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall elect one of its
members Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall have such other powers and duties
as usually pertain to such position or as may be delegated by the Board of
Directors.
ARTICLE 4 - MEETINGS OF THE BOARD
Section 1. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.
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Section 2. Regular Meetings. Regular meetings of the Board of Directors may
be held with or without notice at such time and at such place either within or
without the State of Delaware as from time to time shall be prescribed by the
Board of Directors.
Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by a majority of the
Board of Directors. Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the time
of the meeting.
Section 4. Business at Regular or Special Meeting. 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.
Section 5. Quorum of Directors. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, unless a greater number is
required by law or the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 6. Act of Directors' Meeting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law or
the Certificate of Incorporation.
Section 7. Action by Unanimous Written Consent Without a Meeting. Any
action required or permitted to be taken at a meeting of the Board of Directors
or any executive committee under the provisions of any applicable law, the
Certificate of Incorporation or these bylaws may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all members of
the Board of Directors or of the executive committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote of the Board of
Directors or of the executive committee, as the case may be.
Section 8. Interested Directors. No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee
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thereof that authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(c) 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.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.
ARTICLE 5 - COMMITTEES
The Board of Directors, by resolution adopted by a majority of the full
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 or in the Certificate of Incorporation or in these bylaws, shall have
and may exercise all the authority of the Board of Directors, subject to the
limitations imposed by applicable law. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate one or more
of its members as alternate members of any committee, who may, subject to any
limitations imposed by the Board of Directors, replace absent or disqualified
members at any meeting of that committee. Vacancies in the membership of any
such committee shall be filled by resolution adopted by the majority of the full
Board of Directors at a regular or special meeting of the Board. The designation
of any such committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. All committees shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. To the
extent applicable, the provisions of Article 4 of these bylaws governing the
meetings of the Board of Directors shall likewise govern the meetings of any
committee thereof. Any member of the executive committee may be removed by the
Board of Directors by the affirmative vote of a majority of the
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full Board, whenever in its judgment the best interests of the corporation will
be served thereby.
ARTICLE 6 - NOTICES
Section 1. Methods of Giving Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of any law, the
Certificate of Incorporation or these bylaws, it shall be given in writing and
delivered personally or mailed to such stockholder or director at such address
as appears on the books of the corporation, and such notice shall be deemed to
be given at the time the same shall be deposited in the United States mail with
sufficient postage thereon prepaid. Notice to directors may also be given by
telegram, telex, telecopy or similar means of visual data transmission, and
notice given by any of such means shall be deemed to be delivered when
transmitted for delivery to the recipient.
Section 2. Waiver of Notice. Whenever any notice is required to be given to
any stockholder or director under the provisions of any law, the Certificate of
Incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Section 3. Attendance as Waiver. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
ARTICLE 7 - DIRECTORS' ACTION WITHOUT
A MEETING BY USE OF CONFERENCE TELEPHONE
Subject to the provisions required or permitted for notice of meetings,
unless otherwise restricted by the Certificate of Incorporation or these bylaws,
members of the Board of Directors or members of any committee designated by such
Board may participate in and hold a meeting of such Board or committee by
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 such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE 8 - OFFICERS
Section 1. Executive Officers. The officers of the corporation shall
consist of a President and a Secretary, and may also include one or more vice
Presidents, a Treasurer, and such
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other officers as are provided for in this Article 8, each of whom shall be
elected by the Board of Directors as provided in Section 2 of this Article 8.
Any two or more offices may be held by the same person.
Section 2. Election and Qualification. The Board of Directors, at its first
meeting held immediately after each annual meeting of stockholders, shall choose
a President and a Secretary. The Board of Directors also may elect one or more
Vice Presidents, a Treasurer, and such other officers, including assistant
officers and agents as may be deemed necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
Section 3. Salaries. The compensation of all officers and agents of the
corporation shall be determined by the Board of Directors.
Section 4. Term, Removal and Vacancies. Each officer of the corporation
shall hold office until his successor is chosen and qualified or until his
death, resignation, or removal. Any officer may resign at any time upon giving
written notice to the corporation. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.
Section 5. Chief Executive Officer. Unless the Board of Directors
designates otherwise, the President shall be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall preside at all meetings of the
stockholders. The Chief Executive Officer shall have such other powers and
duties as usually pertain to such office or as may be delegated by the Board of
Directors.
Section 6. President. The President shall be ex-officio a member of all
standing committees and shall have general powers of oversight, supervision and
management of the business and affairs of the corporation, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The President shall have such other powers and duties as usually pertain to such
office or as may be prescribed by the Board of Directors. He shall execute
bonds, mortgages, instruments, contracts, agreements, and other documentation,
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.
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Section 7. Vice Presidents. Unless otherwise determined by the Board of
Directors, the Vice Presidents, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the President in the absence or
disability of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders, and shall record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
books to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors. He shall keep in safe custody the seal of the corporation, and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it. When so affixed, such seal shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary.
Section 9. Assistant Secretaries. Unless otherwise determined by the Board
of Directors, the Assistant Secretaries, in the order of their seniority as such
seniority may from time to time be designated by the Board of Directors, shall
perform the duties and exercise the powers of the Secretary in the absence or
disability of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
Section 11. Assistant Treasurer. Unless otherwise determined by the Board
of Directors, the Assistant Treasurer shall perform the duties and exercise the
powers of the Treasurer in the absence or disability of the Treasurer. He shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
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Section 12. Officers' Bond. If required by the Board of Directors, any
officer so required shall give the corporation a bond (which shall be renewed as
the Board may require) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of any and all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.
ARTICLE 9 - CERTIFICATES FOR SHARES
Section 1. Certificates Representing Shares. The corporation shall deliver
certificates representing all shares to which stockholders are entitled. Such
certificates shall be numbered and shall be entered in the books of the
corporation as they are issued, and shall be signed by the Chairman of the Board
of Directors, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and may be sealed with the seal of the corporation or a facsimile
thereof. Any or all signatures on the certificate may be a facsimile. In case
any officer who has 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. If the corporation is authorized to
issue shares of more than one class, there shall be set forth upon the face or
back of the certificate a statement that the corporation will furnish to any
stockholder upon request and without charge, a full statement of all of the
powers, designations, preferences, limitations and relative rights of the shares
of each class authorized to be issued and the qualifications, limitations or
restrictions of such preferences and/or rights and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series. Each certificate representing shares shall state upon the face thereof
that the corporation is organized under the laws of the State of Delaware, the
name of the person to whom issued, the number and the class and the designation
of the series, if any, which such certificate represents and the par value of
each share represented by such certificate or a statement that the shares are
without par value. No certificate shall be issued for any share until the
consideration therefor has been fully paid.
Section 2. Restriction on Transfer of Shares. If any restriction on the
transfer, or registration of the transfer, of shares shall be imposed or agreed
to by the corporation, as
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permitted by law, the Certificate of Incorporation, or these bylaws, such
restriction shall be noted conspicuously on each certificate representing shares
in accordance with applicable law.
Section 3. Voting Agreements. A written counterpart of any voting agreement
entered into among any number of stockholders of the corporation, or any number
of stockholders of the corporation and the corporation itself, for the purpose
of providing that shares of the corporation shall be voted in the manner
prescribed in the agreement shall be deposited with the corporation at its
registered office in Delaware and shall be subject to the inspection by any
stockholder of the corporation or any beneficiary of the agreement daily during
business hours. In addition, certificates of stock or uncertificated stock shall
be issued to the person or persons, or corporation or corporations authorized to
act as trustee for purposes of vesting in such person or persons, corporation or
corporations, the right to vote such shares, to represent any stock of an
original issue so deposited with him or them, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees shall be
surrendered and cancelled and new certificates or uncertificated stock shall be
issued therefore to the voting trustee or trustees. In the certificate so
issued, if any, it shall be stated that it is issued pursuant to such agreement,
and that fact shall also be stated in the stock ledger of the corporation.
Section 4. Transfer of Shares. Subject to the provisions of Section 7 of
this Article 9, upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
Section 5. Lost, Stolen or Destroyed Certificate. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
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Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution, or in order to make a
determination of stockholders for any other proper purpose (other than
determining stockholders entitled to consent to action taken by stockholders
that is proposed to be taken without a meeting of stockholders), the Board of
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to not precede the date of adoption of
the resolution fixing the record date, and such date to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend or other
distribution, or for any other proper purpose, the day next preceding the date
on which notice of the meeting is mailed or if notice is waived, the day next
preceding the day on which the meeting is held or the date on which the
resolution of the Board of Directors declaring such dividend or relating to such
other proper purpose is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this Section 6, such determination shall apply to any adjournment thereof;
provided that the Board of Directors may fix a new record date for the adjourned
meeting. Whenever action by stockholders is proposed to be taken by consent in
writing without a meeting of stockholders, the Board of Directors may fix a
record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
law, the record date for determining stockholders entitled to consent to action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the corporation having custody of the books
in which proceedings of meeting of stockholders are recorded. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to action in writing without a meeting shall be the date on
which the Board of Directors adopts a resolution taking such prior action.
Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on
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its books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.
ARTICLE 10 - GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors from time to time may declare,
and the corporation may pay, dividends on its outstanding shares in cash,
property, or its own shares pursuant to law and subject to the provisions of the
Certificate of Incorporation and these bylaws.
Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
Section 3. Negotiable Instruments. All bills, notes, checks or instruments
for the payment of money shall be signed by such officer or officers or such
other person or persons as permitted by these bylaws or in such manner as the
Board of Directors from time to time may designate.
Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the corporation and may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
Section 6. Books and Records. The corporation shall keep books and records
of account and shall keep minutes of the proceedings of the stockholders, the
Board of Directors, and each committee of the Board of Directors. The
corporation shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of the original
issuance of shares issued by the corporation and a record of each transfer of
those shares that have been presented to the corporation for registration of
transfer. Such records shall contain the names and addresses of all past and
current stockholders of the corporation and the number and class of shares
issued by the corporation held by each of them. Any books, records, minutes, and
share transfer records may be in written form or in any other form capable of
being converted into written form within a reasonable time.
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ARTICLE 11 - INDEMNIFICATION
To the fullest extent permitted by the General Corporation Law of Delaware,
as the same may be amended from time to time, the corporation shall indemnify
any and all of its directors and officers, former directors and officers, and
any person who may have served at the corporation's request as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise.
ARTICLE 12 - AMENDMENTS
These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors, subject to the right of the stockholders to adopt, amend or repeal
these bylaws or adopt new bylaws.
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