EXHIBIT NO. 3.14
Effective August 10, 2002
AMENDED AND RESTATED
CODE OF BY-LAWS
OF
MEGASYS, INC.
ARTICLE 1
Identification, Records, Seal and Fiscal Year
Section 1.01. Name. The name of the Corporation is MegaSys, Inc. (the
"Corporation").
Section 1.02. Place of Keeping Corporate Books and Records. The Corporation
shall keep at its principal office a copy of (a) its Articles of Incorporation
and all amendments thereto currently in effect (the "Articles"); (b) its Code of
By-Laws and all amendments thereto currently in effect (the "By-Laws"); (c)
resolutions adopted by the Board of Directors (the "Board") with respect to one
or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to these resolutions are
outstanding; (d) minutes of all meetings of the shareholders of the Corporation
(the "Shareholders") and records of all actions taken by the Shareholders
without a meeting (collectively, "Shareholders Minutes") for the prior three
years; (e) all written communications by the Corporation to the Shareholders
including the financial statements furnished by the Corporation to the
Shareholders for the prior three years; (f) a list of the names and business
addresses of the current directors of the Corporation (the "Directors") and the
current officers of the Corporation (the "Officers"); and (g) the most recent
Annual Report of the Corporation as filed with the Secretary of State of
Indiana. The Corporation shall also keep and maintain at its principal office,
or at such other place or places within or without the State of Indiana as may
be provided, from time to time, in these By-Laws, (a) minutes of all meetings of
the Board and of each committee, and records of all actions taken by the Board
and by each committee without a meeting; (b) Shareholders Minutes; (c)
appropriate accounting records of the Corporation; and (d) a record of the
Shareholders in a form that permits preparation of a list of the names and
addresses of all Shareholders, in alphabetical order by class of shares, stating
the number and class of shares held by each Shareholder. All of the records of
the Corporation described in this Section shall be maintained in written form or
in another form capable of conversion into written form within a reasonable
time.
Section 1.03. Seal. The Board may designate the design and cause the
Corporation to obtain and use a corporate seal, but the failure of the Board to
designate a seal or the absence of the impression of the corporate seal from any
document does not affect in any way the validity or effect of such document.
Section 1.04. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January in each year and end on the last day of December in
the same year.
ARTICLE 2
Shares
Section 2.01. Certificates for Shares. Each holder of the shares of the
Corporation shall be entitled to a certificate in such form as the Board may
prescribe from time to time. However, unless the Articles provide otherwise, the
Board may authorize the issue of some or all of the shares of any or all of the
Corporation's classes or series without certificates. Within a reasonable time
after the issue or transfer of shares without certificates, the Corporation
shall send the Shareholder a written statement of the information required on
certificates by the Indiana Business Corporation Law, as amended from time to
time (the "Act"), and the information required by the Indiana Uniform Commercial
Code, as in effect from time to time. A holder of such shares may request that a
certificate be provided to him by giving notice to the Secretary of the
Corporation. The certificate shall be provided in the form prescribed by the
Board.
Section 2.02. Transfer of Shares. The shares of the Corporation shall be
transferable only on the books of the Corporation upon delivery to the
Corporation of the certificate(s) representing the same or, in the case of
shares without certificates, an instrument of assignment in respect of the
shares being transferred, in form and substance satisfactory to the Corporation,
properly endorsed by the registered holder or by his duly authorized attorney,
such endorsement or endorsements to be witnessed by one witness or guaranteed by
a bank or registered securities broker or dealer. The requirement for such
witnessing may be waived in writing upon the form of endorsement by the
President of the Corporation. Within a reasonable time after the transfer of
shares without certificates, the Corporation shall send the Shareholder a
written statement of the information required by Section 2.01 of these By-Laws.
Section 2.03. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate for shares in the place of any certificate theretofore
issued and alleged to have been lost, stolen or destroyed, but the Board may
require the owner of such lost, stolen or destroyed certificate, or his legal
representative, to furnish affidavit as to such loss, theft or destruction and
to give a bond in such form and substance, and with such surety or sureties,
with fixed or open penalty, as it may direct to indemnify the Corporation
against any claim that may be made on account of the alleged loss, theft or
destruction of such certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is not imprudent to do
so.
Section 2.04. Issue and Consideration for Shares. The Board may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Corporation. If shares are issued for promissory notes or for promises to
render services in the future, the Corporation shall report in writing to the
Shareholders the number of shares authorized to be so issued with or before the
notice of the next Shareholders' meeting. However, if the Corporation is subject
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), these
reporting requirements are satisfied by complying with the proxy
2
disclosure provisions of the Exchange Act. The adequacy of the consideration is
to be determined by the Board, and that determination is conclusive insofar as
the adequacy of the shares relates to whether the shares are validly issued,
fully paid, and nonassessable. Once the Corporation receives the consideration
for which the Board authorized the issuance of the shares, the shares are fully
paid and nonassessable.
ARTICLE 3
Meetings of Shareholders
Section 3.01. Place of Meetings. All meetings of Shareholders shall be held
at the principal office of the Corporation or at such other place, within or
without the State of Indiana, as may be specified in the respective notices or
waivers of notice thereof.
Section 3.02. Annual Meeting. The annual meeting of the Shareholders for
the election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at 9:00 a.m. on the first day of
March of each year, if such day is not a legal holiday, and if a holiday then on
the first following day that is not a legal holiday. Failure to hold the annual
meeting at the designated time shall not work any forfeiture or a dissolution of
the Corporation.
Section 3.03. Special Meetings. Special meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by the Board or the
President, and shall be called by the President or any Vice President at (a) the
request in writing of a majority of the Board, or (b) at the written demand,
delivered to the Secretary, of Shareholders holding of record not less than 25%
of the voting power of all the shares of the Corporation issued and outstanding
and entitled by the Articles to vote on the business proposed to be transacted
thereat. All requests or demands for special meetings shall state the purpose or
purposes thereof, and the business transacted at such meeting shall be confined
to the purposes stated in the call and matters germane thereto.
Section 3.04. Record Date. The Board may fix a record date, not exceeding
seventy (70) days prior to the date of any meeting of the Shareholders, for the
purpose of determining the Shareholders entitled to notice of and to vote at
such meeting. In the absence of action by the Board fixing a record date as
herein provided, the record date shall be the fourteenth (14th) day prior to the
date of the meeting. A new record date must be fixed if a meeting of
Shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting.
Section 3.05. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, and, in the case of a special meeting or
when otherwise required by any provision of the Act, the Articles or these
By-Laws, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary or by the persons calling the meeting to
each Shareholder at the time entitled to vote, at such address as appears on the
records of the Corporation, at least ten (10) and not more than sixty (60) days
before the date of the meeting. Notice of any special meeting called at the
written demand of Shareholders shall be delivered or mailed within sixty (60)
days of the Secretary's receipt of such demand. Each Shareholder who has in the
manner provided in
3
Section 3.06 of these By-Laws waived notice of a Shareholders' meeting, or who
personally attends a Shareholders' meeting, or is represented thereat by a proxy
duly authorized to appear by an instrument of proxy complying with the
requirements hereinafter set forth, shall be conclusively presumed to have been
given due notice of such meeting.
Section 3.06. Waiver of Notice. Notice of any annual or special meeting may
be waived in writing by any Shareholder, before or after the date and time of
the meeting specified in the notice thereof, by a written waiver delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A Shareholder's attendance at any meeting in person or by proxy shall
constitute a waiver of (a) notice of such meeting, unless the Shareholder at the
beginning of the meeting objects to the holding of or the transaction of
business at the meeting, and (b) consideration at such meeting of any business
that is not within the purpose or purposes described in the meeting notice,
unless the Shareholder objects to considering the matter when it is presented.
Section 3.07. Proxies. A Shareholder entitled to vote at any meeting may
vote either in person or by proxy executed in writing by the Shareholder or a
duly authorized attorney-in-fact of such Shareholder. For purposes of this
Section, a proxy granted by telegram, telex, telecopy or other document
transmitted electronically for or by a Shareholder shall be deemed "executed in
writing by the Shareholder." The general proxy of a fiduciary shall be given the
same effect as the general proxy of any other shareholder. No proxy shall be
valid after eleven months from the date of its execution unless a longer or
shorter time is expressly provided therein. An appointment of a proxy is
revocable by a Shareholder unless the appointment form conspicuously states that
it is irrevocable and the appointment is coupled with an interest.
Section 3.08. Quorum. At any meeting of Shareholders, the holders of a
majority of the outstanding shares which may be voted on the business to be
transacted at such meeting, represented thereat in person or by proxy, shall
constitute a quorum, and a majority vote of such quorum shall be necessary for
the transaction of any business by the meeting, unless a greater number is
required by law, the Articles or these By-Laws. In case a quorum shall not be
present at any meeting, the holders of record of a majority of such shares so
present in person or by proxy may adjourn the meeting from time to time, without
notice, other than announcement at the meeting, unless the date of the adjourned
meeting requires that the Board fix a new record date therefore, in which case
notice of the adjourned meeting shall be given. At any 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 scheduled.
Section 3.09. Shareholder List. The Secretary shall prepare before each
meeting of Shareholders a complete list of the Shareholders entitled to notice
of such meeting, arranged in alphabetical order by class of shares (and each
series within a class), and showing the address of, and the number of shares
entitled to vote held by, each Shareholder (the "Shareholder List"). Beginning
five business days before the meeting and continuing throughout the meeting, the
Shareholder List shall be on file at the
4
principal office or at a place identified in the meeting notice as the city
where the meeting will be held, and shall be available for inspection by any
Shareholder entitled to vote at the meeting. On written demand, made in good
faith and for a proper purpose and describing with reasonable particularity the
Shareholder's purpose, and if the Shareholder List is directly connected with
the Shareholder's purpose, a Shareholder (or such Shareholder's agent or
attorney authorized in writing) shall be entitled to inspect and to copy the
Shareholder List, during regular business hours and at the Shareholder's
expense, during the period the Shareholder List is available for inspection. The
original stock register or transfer book, or a duplicate thereof kept in the
State of Indiana, shall be the only evidence as to who are the Shareholders
entitled to examine the Shareholder List, or to notice of or to vote at any
meeting.
Section 3.10. Meeting by Telephone, etc. Any or all of the Shareholders may
participate in a meeting by or through the use of any means of communication by
which all Shareholders participating may simultaneously hear each other during
the meeting. A Shareholder participating in a meeting by this means is deemed to
be present in person at the meeting.
Section 3.11. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Shareholders may be taken without a meeting if
the action is taken by all the Shareholders entitled to vote on the action. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by all the Shareholders entitled to vote on the action, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Action taken under this Section is effective when the last
Shareholder signs a written consent, unless the consent specifies a different
prior or subsequent effective date.
ARTICLE 4
Board of Directors
Section 4.01. Duties and Number. The business and affairs of the
Corporation shall be managed under the direction of a Board of three (3)
Directors.
Section 4.02. Election, Term of Office and Qualification. Directors shall
be elected at each annual meeting by the Shareholders entitled by the Articles
to elect Directors. Directors shall be elected for a term of one year and shall
hold office until their respective successors are elected and qualified.
Directors need not be residents of the State of Indiana or Shareholders of the
Corporation. No decrease in the number of Directors at any time provided for by
these By-Laws shall have the effect of shortening the term of any incumbent
director.
Section 4.03. Powers of Directors. The Board shall exercise all of the
powers of the Corporation, subject to the restrictions imposed by law, the
Articles, or these By-Laws.
Section 4.04. Annual Meeting. Unless otherwise determined by the President
or the Board, the Board shall meet each year immediately after the annual
meeting of the
5
Shareholders, at the place where such meeting of the Shareholders has been held,
for the purpose of organization, election of Officers, and consideration of any
other business that may properly be brought before the meeting. No notice shall
be necessary for the holding of this annual meeting. If such meeting is not held
as above provided, the election of Officers may be held at any subsequent duly
constituted meeting of the Board.
Section 4.05. Regular Board Meetings. Regular meetings of the Board may be
held at stated times or from time to time, and at such place, either within or
without the State of Indiana, as the Board may determine, without call and
without notice.
Section 4.06. Special Board Meetings. Special meetings of the Board may be
called at any time or from time to time, and shall be called on the written
request of at least two Directors or the President, by causing the Secretary or
any Assistant Secretary to give to each Director, either personally or by mail,
telephone, telegraph, teletype or other form of wire or wireless communication
at least two days' notice of the date, time and place of such meeting. Special
meetings shall be held at the principal office or at such other place, within or
without the State of Indiana, as shall be specified in the respective notices or
waivers of notice thereof. A Director may waive notice of any special meeting of
the Board before or after the date and time stated in the notice by a written
waiver signed by the Director and filed with the minutes or corporate records. A
Director's attendance at or participation in a special meeting waives any
required notice to the Director of the meeting unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
Section 4.07. Meeting by Telephone, etc. Any or all of the members of the
Board or of any committee designated by the Board may participate in a meeting
of the Board or the committee, or conduct a meeting through the use of, any
means of communication by which all persons participating may simultaneously
hear each other during the meeting, and participation in a meeting using these
means constitutes presence in person at the meeting.
Section 4.08. Quorum. At all meetings of the Board, a majority of the
number of Directors designated for the full Board shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies of the Board a majority of Directors then in
office shall constitute a quorum, and (b) that a lesser number may adjourn the
meeting from time to time until a quorum is present. The affirmative vote of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board, unless the act of a greater number is required by
law, the Articles or these By-Laws.
Section 4.09. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if the action is taken by all members of the Board or of such
committee. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each member of the Board or of the
committee, and included in the minutes or
6
filed with the corporate records reflecting the action taken. Action taken under
this Section is effective when the last member of the Board or of the committee
signs a written consent, unless the consent specifies a different prior or
subsequent effective date.
Section 4.10. Resignations. Any Director may resign at any time by
delivering written notice to the Board, its Chairman, the President, or the
Secretary. Such resignation shall take effect when the notice is delivered
unless the notice specifies a later effective date. If the resignation specifies
a later effective date, the Board may fill the pending vacancy before the
effective date, but the new Director may not take office until the vacancy
occurs.
Section 4.11. Removal. Any Director may be removed, with or without cause,
at any meeting of the Shareholders by the affirmative vote of a majority in
number of shares of the Shareholders of record present in person or by proxy and
entitled to vote for the election of Directors, if notice of the intention to
act upon such matter shall have been given in the notice calling such meeting.
If the notice calling such meeting shall so provide, the vacancy caused by such
removal may be filled at such meeting by vote of the holders of a majority of
the outstanding shares present and entitled to vote for the election of
Directors.
Section 4.12. Vacancies. Any vacancy occurring in the Board, including a
vacancy resulting from an increase in the number of Directors, may be filled by
the Board, or if the Directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the affirmative vote of a
majority of all the Directors remaining in office. Each Director so chosen shall
hold office until the expiration of the term of the Director, if any, whom he
has been chosen to succeed, or, if none, until the expiration of the term
designated by the Board for the directorship to which he has been elected, or
until his earlier removal, resignation, death, or other incapacity.
Section 4.13. Compensation of Directors. The Board is empowered and
authorized to fix and determine the compensation of Directors for attendance at
meetings of the Board and additional compensation for such additional services
any of such Directors may perform for the Corporation.
Section 4.14. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and (a) any Director, or (b) any
corporation, unincorporated association, business trust, estate, partnership,
trust, joint venture, individual or other legal entity ("Legal Entity") (1) in
which any Director has a material financial interest or is a general partner, or
(2) of which any Director is a director, officer or trustee (collectively, a
"Conflict Transaction"), shall be valid for all purposes, if the material facts
of the Conflict Transaction and the Director's interest were disclosed or known
to the Board, a committee with authority to act thereon, or the Shareholders
entitled to vote thereon, and the Board, such committee, or such Shareholders
authorized, approved, or ratified the Conflict Transaction. A Conflict
Transaction is authorized, approved or ratified:
7
(a) By the Board or such committee, if it receives the affirmative
vote of a majority of the Directors who have no interest in the Conflict
Transaction, notwithstanding the fact that such majority may not constitute a
quorum or a majority of the Board or such committee or a majority of the
Directors present at the meeting, and notwithstanding the presence or vote of
any Director who does have such an interest: provided, however, that no Conflict
Transaction may be authorized, approved or ratified by a single Director: or
(b) By such Shareholders, if it receives the vote of a majority of the
shares entitled to be counted, in which vote shares owned or voted under the
control of any director who, or of any Legal Entity that, has an interest in the
Conflict Transaction may be counted.
This Section shall not be construed to require authorization, ratification
or approval by the Shareholders of any Conflict Transaction, or to invalidate
any Conflict Transaction that would otherwise be valid under the common and
statutory law applicable thereto.
ARTICLE 5
Committees
of the Board of Directors
Section 5.01. Creation of Committees. The Board may create one (1) or more
committees and appoint members of the Board to serve on them. Each committee may
have one (1) or more members, who serve at the pleasure of the Board. The
creation of a committee and appointment of members to it must be approved by the
greater of: (a) a majority of all the Directors in office when the action is
taken; or (b) the number of Directors required by the Articles or these By-Laws
to take action under the Act.
Section 5.02. Powers of the Committees. To the extent specified by the
Board, each committee may exercise the authority of the Board. A committee may
not, however (a) authorize distributions, except a committee (or an executive
officer of the Corporation designated by the Board) may authorize or approve a
reacquisition of shares or other distribution if done according to a formula or
method, or within a range, prescribed by the Board: (b) approve or propose to
Shareholders action that the Act requires to be approved by Shareholders; (c)
fill vacancies on the Board or on any of its committees: (d) except to the
extent permitted by Subsection (g) of this Section 5.02, amend the Articles; (e)
adopt, amend, or repeal these By-Laws; (f) approve a plan of merger not
requiring Shareholder approval; or (g) authorize or approve the issuance or sale
or a contract for sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of shares, except the
Board may authorize a committee (or an executive officer designated by the
Board) to take the action described in this Subsection (g) within limits
prescribed by the Board.
Section 5.03. Meetings; Procedure; Quorum. Sections 4.05 through 4.09 of
these By-Laws dealing with meetings, action without a meeting, notice and waiver
of notice,
8
and quorum and voting requirements of the Board apply to the committees and
their members as well.
ARTICLE 6
Officers
Section 6.01. Number. The Officers of the Corporation shall consist of the
President, one (1) or more Vice-Presidents (if any), the Secretary, the
Treasurer, and such other officers as may be chosen by the Board at such time
and in such manner and for such terms as the Board may prescribe. Any two (2) or
more offices may be held by the same person.
Section 6.02. Election and Term of Office. The Officers shall be chosen by
the Board or by an Officer duly elected or appointed and duly authorized by the
Board. Each Officer shall hold office until his successor is chosen and
qualified, until his death, until he shall have resigned, or shall have been
removed pursuant to Section 6.04 of these By-Laws.
Section 6.03. Resignations. Any Officer may resign at any time by
delivering written notice to the Board, the President, or the Secretary. Such
resignation shall take effect when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board may fill
the pending vacancy before the effective date if the Board provides that the
successor does not take office until the effective date.
Section 6.04. Removal. Any Officer may be removed either with or without
cause, at any time, by the vote of a majority of the actual number of Directors
elected and qualified from time to time, or by the Officer who appointed that
Officer.
Section 6.05. Vacancies. Whenever any vacancy shall occur in any office,
the same shall be filled by the Board, the President, or by an Officer duly
appointed by the Board, and the Officer so chosen shall hold office during the
remainder of the term for which his predecessor was chosen or as otherwise
provided herein.
Section 6.06. President. Subject to the general control of the Board, the
President shall manage and supervise all the affairs and personnel of the
Corporation and shall discharge all the usual functions of the chief executive
officer of a corporation. He shall preside at all meetings of Shareholders and
Directors, discharge all the duties which devolve upon a presiding officer, and
shall exercise and perform such other powers and duties as these By-Laws or the
Board may prescribe. The President shall have full authority to execute proxies
in behalf of the Corporation, to vote stock owned by it in any other
corporation, and to execute, with the Secretary, powers of attorney appointing
other corporations, partnerships, or individuals the agent of the Corporation,
all subject to the provisions of the Act, the Articles and these By-Laws.
Section 6.07. Vice-Presidents. The Vice-Presidents, in the order designated
by the President or the Board, shall exercise and perform all powers of, and
perform duties
9
incumbent upon, the President during his absence or disability and shall
exercise and perform such other powers and duties as these By-Laws, the Board or
the President may prescribe.
Section 6.08. Secretary. The Secretary shall attend all meetings of the
Shareholders and of the Board, and shall keep or cause to be kept in a book
provided for the purpose of a true and complete record of the proceedings of
such meetings, and shall perform a like duty, when required, for all committees
created by the Board. He shall authenticate the records of the Corporation when
necessary and shall exercise and perform such other powers and duties as these
By-Laws, the Board or the President may prescribe. He shall give all notices of
the Corporation and, in case of his absence, negligence, or refusal to do so,
any notice may be given by a person so directed by the President or by the
requisite number of Directors or Shareholders upon whose request the meeting is
called as provided by these By-Laws.
Section 6.09. Treasurer. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables that may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board, and shall keep such bank account in the name of the
Corporation. He shall furnish at meetings of the Board, or whenever requested
thereby, a statement of the financial condition of the Corporation, and shall
exercise and perform such other powers and duties as these By-Laws, the Board or
the President may prescribe. The Treasurer may be required to furnish bond in
such amount as shall be determined by the Board.
Section 6.10. Assistance Officers. The Board or an Officer duly appointed
by the Board may from time to time designate assistant Officers who shall
exercise and perform such powers and duties as the Officers whom they are
elected to assist shall specify and delegate to them, and such other powers and
duties as these By-Laws, the Board or the President may prescribe. An Assistant
Secretary may, in the absence or disability of the Secretary, attest the
execution of all documents by the Corporation.
Section 6.11. Delegation of Authority. In case of the absence of any
Officer of the corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate the powers or duties of such Officer to any
other Officer or to any director, for the time being.
Section 6.12. Salaries. The salaries of the Officers shall be fixed, from
time to time, by the Board of Directors. No Officer shall be prevented from
receiving such salary by reason of the fact he is also a Director of the
Corporation.
ARTICLE 7
Negotiable Instruments, Deeds, Contracts,
stock and Limitation of Liability
10
Section 7.01. Execution of Negotiable Instruments. All checks, drafts,
bills of exchange and orders for the payment of money by the Corporation shall,
unless otherwise directed by the Board, or unless otherwise required by law, be
signed by at least one (1) of the following Officers: the President, any
Vice-President, the Secretary or the Treasurer. The Board may, however,
designate any other employee or employees of the Corporation, who may, in the
name of the Corporation, execute checks, drafts, bills of exchange and orders
for the payment of money by the Corporation or in its behalf.
Section 7.02. Execution of Deeds, Contracts. Etc. All deeds, notes, bonds
and mortgages made by the Corporation and all other written contracts and
agreements, other than those executed in the ordinary course of corporate
business, to which the Corporation shall be a party shall be executed in its
name by the President, a Vice-President or by any other Officer so authorized by
the Board, acting by resolution; and the Secretary, when necessary or required,
shall attest the execution thereof.
Section 7.03. Ordinary Contracts and Agreements. All written contracts and
agreements into which the Corporation enters in the ordinary course of business
operations shall be executed by any Officer or by any other employee of the
Corporation designated by the President to execute such contracts and
agreements.
Section 7.04. Endorsement of Certificates for Shares. Unless otherwise
directed by the Board, any share or shares issued by any corporation and owned
by the Corporation (including reacquired shares of the Corporation) may, for
sale or transfer, be endorsed in the name of the Corporation by the President or
a Vice-President, and the Secretary, when necessary or required, shall attest
such endorsement.
Section 7.05. Voting of Shares Owned by Corporation. Unless otherwise
directed by the Board, any share or shares issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders' meeting
of such other corporation by the President of the Corporation, or in his absence
by a Vice President of the Corporation. Whenever, in the judgment of the
President, it is desirable for the Corporation to execute a proxy or give a
shareholder's consent in respect to any share or shares issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the President or a Vice President of
the Corporation. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have full right, power and
authority to vote the share or shares issued by such other corporation and owned
by the Corporation in the same manner as such share or shares might be voted by
the Corporation.
Section 7.06. Limitation of Liability. The following provisions apply with
respect to liability on the part of a director, a member of any committee or of
another committee appointed by the board (an "Appointed Committee"), Officer,
employee or agent of the Corporation (collectively, "Corporate Persons," and
individually, a "Corporate Person") for any loss or damage suffered on account
of any action taken or omitted to be taken by a Corporate Person.
11
(a) General Limitation. No Corporate Person shall be liable for any
loss or damage if, in taking or omitting to take any action causing such loss or
damage, either (1) such Corporate Person acted (A) in good faith, (B) with the
care an ordinarily prudent person in a like position would have exercised under
similar circumstances, and (C) in a manner such Corporate Person reasonably
believed was in the best interests of the Corporation, or (2) such Corporate
Person's breach of or failure to act in accordance with the standards of conduct
set forth in Clause (a)(l) above (the "Standards of Conduct") did not constitute
willful misconduct or recklessness.
(b) Reliance on Corporate Records and Other Information. Any Corporate
Person shall be fully protected, and shall be deemed to have complied with the
Standards of Conduct, in relying in good faith, with respect to any information
contained therein, upon (1) the Corporation's records, or (2) information,
opinions, reports or statements (including financial statements and other
financial data) prepared or presented by (A) one or more other Corporate Persons
whom such Corporate Person reasonably believes to be competent in the matters
presented, (B) legal counsel, public accountants or other persons as to matters
that such Corporate Person reasonably believes are within such person's
professional or expert competence, (C) a committee or an Appointed Committee, of
which such Corporate Person is not a member, if such Corporate Person reasonably
believes such committee or Appointed Committee merits confidence, or (D) the
Board, if such Corporate Person is not a Director and reasonably believes that
the Board merits confidence.
Section 7.07. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.
ARTICLE 8
Amendments
Section 8.01. Amendment of By-Laws. The power to make, alter, amend or
repeal these By-Laws is vested in the Board, but the affirmative vote of a
number of Directors equal to a majority of the number who would constitute a
full Board of Directors at the time of such action shall be necessary to take
any action for the making alteration, amendment or repeal of these By-Laws.
12