BY-LAWS
OF
ALLSTATES WORLDCARGO, INC.
ARTICLE I. OFFICES
Registered Office
1.01 The Corporation shall continuously maintain a registered
office in the State of New Jersey and a registered agent having a
business office at the registered office. The Corporation's
initial registered office and registered agent shall be as set
forth in the Corporation's certificate of incorporation. When the
registered office is changed or when the registered agent is
changed, dies, resigns, or becomes disqualified, the Board shall
determine the address of a new registered office or designate a
successor registered agent or both, and shall cause the proper
officers of the Corporation to file the required certificates with
the secretary of state of New Jersey.
Principal Place of Business
1.02 The Board of Directors has full power and authority to
establish and to change the principal place of business at any
time to another location within or outside of the State of New
Jersey.
Other Places of Business
1.03 Other places of business or offices may at any time be
established by the Board at any place or places within or outside
the State of New Jersey.
ARTICLE 11. SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
Annual Meeting
2.01 The annual meeting of shareholders of the Corporation
shall be held at the time and place, either within or outside of
the State of New Jersey, fixed by the Board of Directors. The
Secretary of the Corporation shall cause written notice of the
time, place and purposes, including the election of directors, of
the meeting to be transmitted to shareholders within the time
periods prescribed by law.
Special Meetings
2.02 A special meeting of shareholders of the Corporation may
be called for any purpose and at any time by the President or
pursuant to a resolution adopted by the Board of Directors.
Special meetings may also be called by the Secretary or, in the
case of the death, absence, incapacity or refusal of the
Secretary, by any other officer on the written request of
shareholders who hold, in the aggregate, at least ten percent of
the shares of stock of the Corporation entitled to vote on the
matter to be acted on at the meeting. The shareholders' written
request must set forth the purpose or purposes of the special
meeting. In all instances in which a special meeting is called,
the Secretary shall cause written notice of the time, place and
purposes of the meeting to be transmitted to shareholders within
the time periods prescribed by law.
Consents Instead of Meeting
2.03 (a) Except as otherwise provided in New Jersey Statutes
Section 14A:5-6(1), any action required or permitted to be taken
at a meeting of shareholders may be taken without a meeting,
provided that every shareholder who is entitled to vote on the
action consents in writing to the action.
(b) In spite of subparagraph (a) above, any action to be
taken by the shareholders, other than the annual election of
directors, may be taken without a meeting and without the
unanimous written consent of the shareholders, provided that
1. Before the action, the Corporation obtains the written
consent of shareholders who would have been entitled to
cast the minimum number of votes necessary to authorize
the action at a meeting at which all shareholders
entitled to vote on the action were present and voting;
2. If any shareholder has the right to dissent from the
action, the Board shall fix a date on which written
consents are tabulated, if no shareholder may dissent,
the fixing of a date for tabulation shall be optional.
3. No consent shall be counted that is received more than
sixty days after the date on which the Board authorizes
the solicitation of consents or, in a case in which
consents (or proxies for consents) are solicited from
all shareholders who would have been entitled to vote at
a meeting called to authorize the proposed action, more
than sixty days after the date of mailing of
solicitations of consents (or of proxies for consents);
and
4. To the extent (if any) and in the manner required by New
Jersey Statutes Section 14A:5-6(2), the Secretary of the
Corporation shall provide advance written notice of the
proposed action and the conditions precedent to that
action to all nonconsenting shareholders who would have
been entitled to notice of a meeting to vote on the
action.
(c) All written consents obtained by the Corporation pursuant
to this paragraph 2.03 shall be filed in the minute book of the
Corporation promptly after submission by the shareholders. Written
consents may be executed together or in counterparts.
(d) Any action taken pursuant to this paragraph 2.03 shall
have the same effect, for all purposes, as if taken at a
shareholders' meeting.
Quorum
2.04 Except as otherwise required by New Jersey Statutes
Sections 14A:5-2 and 14A:5-3, the presence at a meeting in person
or by proxy of the holders of shares entitled to case a majority
of the votes of all shares issued and outstanding shall constitute
a quorum. The shareholders present at a meeting at which a quorum
is present may continue to do business until adjournment, despite
the withdrawal of enough shareholders to leave less than a quorum.
If an insufficient number of shareholders is present at a meeting,
in person or by proxy, to constitute a quorum, those shareholders
who are present and who are entitled to vote at the meeting shall
have the power to adjourn the meeting until enough shareholders
are present to constitute a quorum.
Adjournment of Meetings
2.05 Any annual or special shareholders' meeting may be
adjourned by the holders of a majority of the voting shares of the
Corporation who are present in person or by proxy at the meeting.
If the new time and place for the meeting are announced at the
time of adjournment, and the only business to be transacted after
reconvening could have been transacted at the original meeting,
then no further notice of the new time and place for the meeting
need be given to the shareholders. If, however, after the
adjournment, the Board of Directors fixes a new record date for
the meeting, new notice of the meeting shall be given to each
shareholder of record, as determined on a new record date.
Voting
2.06(a) At every meeting of shareholders, each person
entitled to vote and present at the meeting in person or by proxy
shall have one vote for each full voting share of the Corporation
that stands in that person's name on the books of the Corporation.
If the Corporation has more than one class of shares outstanding
on the applicable record date, then the foregoing provision shall
apply only to the common shares of the Corporation; the
shareholders of all other classes shall vote their shares in the
manner provided in the certificate of incorporation as amended
from time to time.
(b) If the Corporation holds its own shares, the Corporation
shall not vote those shares at any meeting and those shares shall
not be counted in determining the total number of outstanding
shares at any given time. If the Corporation holds a majority of
the shares entitled to vote for the election of directors of
another domestic corporation or a foreign corporation, shares of
the Corporation held by the other domestic or foreign corporation
may not be voted at any meeting of shareholders of the Corporation
for any purpose.
(c) Except as otherwise provided in New Jersey Statutes
Section 14A:5-11 with regard to multiple classes or series of
shares, whenever any action, other than the election of directors,
is to be taken by vote of the shareholders, the action shall be
authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote unless a
greater plurality is required by the certificate of incorporation
or by the New Jersey Business Corporation Act.
Record Date
2.07 The Board of Directors shall fix, in advance, the record
date for the determination of shareholders entitled to notice of
and to vote at any annual or special meeting of shareholders. The
record date shall not be more than sixty days or less than ten
days before the date of the meeting. If the Board fails to fix a
record date for any shareholders' meeting, the record date shall
be the close of business on the day before the day on which notice
of the meeting is given, or if no notice is given, the next day
before the date on which the meeting is held.
Proxies
2.08 Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act by
written proxy (which may be in the form of a telegram or cable or
its equivalent) given by the shareholder or the shareholder's
agent. No proxy shall be valid for more than eleven months, unless
a longer time is expressly provided in the proxy. Unless it is
coupled with an interest or is otherwise irrevocable as provided
in New Jersey Statutes Section 14A:5-19(3), a proxy shall be
revocable at will. The grant of a later proxy revokes any earlier
proxy unless the earlier proxy is irrevocable. A proxy shall not
be revoked by the death or incapacity of the shareholder but shall
continue in force until revoked by the personal representative or
guardian of the shareholder. The presence at any shareholders'
meeting of any shareholder who has given a proxy shall not revoke
the proxy unless the shareholder files a written notice of
revocation with the Secretary of the meeting before the voting of
that proxy or the voting of the shares subject to the proxy by
written ballot. A person named in a proxy as the attorney or agent
of a shareholder may, if the proxy so provides, substitute another
person to act in his or her place, including any other person
named as an attorney or agent in the same proxy. The substitution
shall not be effective until an instrument effecting it is filed
with the Secretary of the Corporation.
Voting of Pledged Shares
2.09 Any person who has pledged shares entitled to vote at an
annual or special meeting of shareholders of this Corporation
shall have the right to vote those shares until they have been
transferred into the name of the pledgee or the nominee of the
pledgee.
Voting of Redeemable Shares
2.10 If the Corporation issues redeemable shares, the holders
of those shares shall not be en titled to vote on any matter on or
after the date on which (a) written notice of redemption of the
shares has been mailed to the holders of those shares, and (b) a
sum sufficient to redeem the shares has been deposited with a bank
or trust company with irrevocable authorization to pay the
redemption price to the shareholders on the surrender of the share
certificates.
Officers of Meetings
2.11 The President, if present, shall preside at all meetings
of shareholders. In the absence of the President, the most senior
Executive Vice President (or, in the absence of any Executive Vice
Presidents, the most senior Vice President) present at the
meeting, shall preside. The Secretary of the Corporation shall, if
present, act as secretary at all meetings of shareholders. In the
absence of the Secretary, any assistant secretary of the
Corporation who is present may act as secretary of the meeting. If
no assistant secretary is present, a temporary secretary for that
particular meeting shall be designated by the presiding officer.
Order of Business.
2.12 The order of business at all meetings of the
shareholders, unless changed by a majority vote of the shares
entitled to vote at the meeting, shall be as follows:
(a) Call to order;
(b) Report on presence of quorum;
(c) Reading or waiver of proof of mailing of notice of
meeting and minutes of preceding meeting;
(d) Designation of inspectors of election, if any;
(e) Election of directors (if applicable);
(f) Old business;
(g) New Business;
(h) Reports of officers; and
(i) Adjournment.
Use of Ballots
2.13 Elections of directors and other matters requiring
shareholder approval need not be by ballot unless a shareholder
requests a vote by ballot on a particular issue before the
commencement of voting on that issue.
Inspectors
2.14(a) Before any annual or special meeting of shareholders,
the Board of Directors may appoint one or more inspectors to act
as such at the meeting.
(b) In connection with any annual or special meeting of
shareholders, if inspectors are not appointed by the Board of
Directors or if they fail to qualify, the presiding officer at the
meeting may and, on the request of any shareholder entitled to
vote at the meeting, shall appoint one or more individuals to act
as inspectors at the meeting.
(c) If an individual appointed as inspector fails to appear,
qualify, or act as an inspector, the vacancy may be filled by the
Board of Directors before the applicable meeting or at the meeting
by the presiding officer at the meeting.
(d) Before performing their duties, all inspectors shall sign
an oath or affirmation to execute faithfully the duties of
inspector with strict impartiality and according to the best of
their abilities.
(e) No person shall be elected a director at a meeting at
which he or she has served as an inspector.
Voting List
2.15 At each shareholders' meeting, the Secretary or any
assistant secretary shall produce a list of shareholders entitled
to vote at the meeting. The list shall be certified to be complete
by the Secretary or assistant secretary or by a transfer agent
duly appointed by the Board of Directors. The list, which may
consist of cards or any equipment that permits a visual display,
shall be arranged alphabetically within each class and series,
with the address of, and the number of shares held by, each
shareholder of record. The list constitutes prima facie evidence
of the identity of the shareholders entitled to vote at the
meeting and may be inspected by any shareholder during the
meeting.
ARTICLE 111. BOARD OF DIRECTORS
Responsibilities and Nature of the Board
3.01(a) Except as otherwise provided in the Corporation's
certificate of incorporation, the business and affairs of the
Corporation shall be managed by the Board of Directors. Directors
must be at least eighteen years of age, but need not be residents
of New Jersey, citizens of the United States, or shareholders of
the Corporation unless the Corporation's certificate of
incorporation so requires.
(b) In discharging his or her duties to the Corporation and
in determining what he or she reasonably believes to be in the
best interest of the Corporation, a director may, in addition ton
considering the effects of any action on the shareholders,
consider any of the following: (1)the effects of the action on the
Corporation's employees, suppliers, creditors, and customers; (2)
the effects of the action on the community in which the
Corporation operates; and (3) the long-term as well as short-term
interests of the Corporation and its shareholders, including the
possibility that these interests may best be served by the
continued independence of the Corporation.
(c) If on the basis of the above factors, the Board of
Directors determines that any proposal or offer to acquire the
Corporation is not in the best interest of the Corporation, it may
reject such proposal or offer. If the Board of Directors
determines to reject any such proposal or offer, the Board of
Directors shall have no obligation to facilitate. remove anv
barriers to, or refrain from impeding the proposal or offer.
Number of Directors
3.02 The Board of Directors shall consist of not less than
one nor more than ten Directors. The precise number of Directors
within this range shall be fixed by the Board of Directors each
year before the annual meeting of shareholders. The Board of
Directors immediately following the adoption of these by-laws
shall consist of three Directors.
Regular Meetings
3.03 Regular meetings of the Board of Directors shall be
held, without call or notice, immediately following the annual
meeting of shareholders of the Corporation, and with notice at any
other time that the Board of Directors so determines.
Special Meetings
3.04 A special meeting of the Board may be called for any
purpose at any time by the President or by one Director.
Notice of Meetings
3.05 The Secretary shall give notice of the time, date, and
place of each special meeting of the Board and of each regular
meeting of the Board other than the meeting that immediately
follows the annual meeting of shareholders. Notice shall be given
at least two days before the meeting if given orally, at least
three days before the meeting if given by cable, telegram,
telecopier, or overnight messenger, and at least five days before
the meeting if given by mail or in any other manner. Any notice
given by mail shall be deposited in the United States deposited
with the United States Postal Service, postage prepaid and
addressed to the director's last known residence or business
address. The notice need not specify the business to be transacted
at the meeting or its purpose.
Location of Meetings
3.06 Meetings of the Board of Directors may be held at any
place within or outside the State of New Jersey, provided that the
regular meeting of the Board following the annual meeting of
shareholders is held at the same location as the annual meeting.
Unanimous Consent Instead of Meeting
3.07 Any action required or permitted to be taken pursuant to
authorization voted at a meeting of the Board may be taken without
a meeting on the written consent of each member of the Board of
Directors. Written consents by all of the members of the Board
shall have the same effect as a unanimous vote of the Board for
all purposes.
Quorum
3.08 Except as otherwise provided by the certificate of
incorporation, each Director shall have one vote at meetings of
the Board, and the participation of the Directors with a majority
of the votes of the entire Board shall constitute a quorum for the
transaction of business.
Voting
3.09 Except as otherwise provided by law or the certificate
of incorporation of the Corporation, every act or decision by a
majority of the Directors present at a duly held meeting at which
a quorum is present shall be regarded as the act of the Board of
Directors.
Use of Communication Equipment
3.10 Where appropriate communication facilities are
reasonably available, any or all of the members of the Board of
Directors may participate in part or in all of a meeting of the
Board my means of a conference telephone or by any other means of
communication by which all persons participating in the meeting
are able to hear each other.
Resignation and Removal
3.11(a) Any Director may resign at any time by written notice
to the Corporation. A resignation shall be effective on receipt by
the Corporation or at any later date specified by the resigning
Director in the notice of resignation.
(b) Any Director may be removed for cause by the Board. The
Board shall also have the power to suspend Directors pending a
final determination that cause exists for removal.
Vacancies
3.12(a) A vacancy or vacancies in the Board of Directors
shall be deemed to exist (1) in the case of the death,
resignation, or removal of any Director; (2) if the authorized
number of Directors shall be increased; or(3)if, at any meeting at
which Directors are to be elected, the shareholders fail to elect
the authorized number of Directors to be elected at the meeting.
No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his or
her term of office.
(b) Vacancies in the Board of Directors existing for any
reason, including vacancies arising as a result of an increase in
the number of Directors, may be filled by the affirmative vote of
a majority of the remaining Directors then in office, even if
their number is insufficient to constitute a quorum, or by a sole
remaining Director. A Director so appointed to fill a vacancy
shall hold office until a successor is elected and qualified at
the next annual or special meeting of the shareholders.
(c) If a Director resigns from the Board effective at some
future date, the future vacancy shall be filled by the affirmative
vote of a majority of the Directors then in office, including the
Director who has resigned, even if their number is insufficient to
constitute a quorum. The term of the newly elected Director will
begin when the resignation becomes effective. A Director so
elected to fill a future vacancy shall hold office from the
effective date of the predecessor's resignation until a successor
is elected and qualified at the next annual or special meeting of
the shareholders.
(d) The shareholders may elect a Director or Directors at any
time to fill any vacancy or vacancies not filled by the Directors.
(e) If, for any reason, the Corporation has no Directors in
office, any shareholder, or the executor or administrator of a
deceased shareholder, has the right to call a special meeting of
shareholders for the election of Directors. Any shareholder
electing to exercise this right shall give notice of the meeting
in accordance with paragraph 2.02 of these by-laws.
Common Directorships; Directors' Personal Interest
3.13(a) It shall not be necessary for a Director to leave a
meeting of the board or abstain from voting merely because the
Board may be voting on (1) a transaction between the Corporation
and that Director or (2) a transaction between the Corporation and
one or more entities in which that Director is interested, whether
as a director of that entity or otherwise, and whether alone or
with other Directors, provided that one or more of the conditions
set forth in New Jersey Statutes Section 14A: 6-8(1) is satisfied.
(b) Common or interested Directors may be counted in
determining the presence of a quorum at a Board meeting at which a
transaction described in subparagraph 3.13(a) above is authorized,
approved or ratified.
Presiding Officer
3.14 The President, if a member of the board of Directors,
shall preside at all meetings of the board at which he or she is
present. If the President is not present, the Board shall select
one person form among its members present at the meeting to
preside at the meeting. If the Secretary or any Assistant
Secretary is present at meetings of the Board, that person shall
record the minutes; if neither the Secretary nor assistant
secretary is present, the Board shall select one person from among
its members present at the meeting to record the minutes.
Adjournments
3.15 A majority of the members of the Board present at a
meeting of the Board may adjourn any Directors' meeting to meet
again at a time and place fixed in the resolution adjourning the
meeting. Notice need not be given if the period of adjournment
does not exceed ten days, and the time and place of the adjourned
meeting are fixed in the resolution.
Compensation of Directors
3.16 Directors shall be compensated for their services and
reimbursed for their expenses as employees, officers, Directors,
and members of Board committees. The Board shall periodically
determine a reasonable basis for compensation, and a majority of
the Board must adopt any resolution determining compensation. The
Board may, if it deems it appropriate, provided for reduced or no
additional compensation for Board members who are compensated
employees of the Corporation.
Dissenting Votes
3.17 Any Director who disagrees with any action taken by the
Board of Directors shall have the right to record a dissent in the
minute books of the Corporation; provided, however, that the legal
effect of that action shall be governed by applicable law.
ARTICLE IV. COMMITTEES
Establishment of Committees
4.01 The Board of Directors may designate an executive
committee from among its members, consisting of two or more
Directors, and may at any time designate additional committees,
each of which shall consist of two or more Directors, by the
affirmative vote of a majority of the entire Board. Subject to the
limitations contained in paragraph 4.08 below, the executive
committee shall have the maximum authority permitted by law in
effect at the time of the exercise of that authority. Each
additional committee shall have the authority, not exceeding the
authority of the executive committee, specified by the Board in
resolutions adopted by a majority of the entire Board.
Presiding Officer and Secretary
4.02 If the President is a member of any committee, the
President shall serve as the chairperson of the committee. If the
President is not a member of a committee, then the committee may
choose one of its members to act as chairperson, unless the Board
designates a chairperson. Each committee shall from time to time
designate a secretary of the committee who shall keep a record if
its proceedings.
Vacancies
4.03 Vacancies in the membership of any committee may be
filled by the Board, pursuant to a resolution adopted by a
majority of the entire Board, for the unexpired term of the member
whose death, resignation, removal or disability caused the
vacancy.
Meetings
4.04 Each committee shall adopt its own rules of procedure.
Each committee shall meet at whatever times it may determine by
resolution, and shall also meet whenever called together by the
Board. Members of committees may attend meetings through the
medium of communications equipment, in the same manner as members
of the Board; any committee may act by unanimous written consent
instead of a meeting, in the same manner as the Board. Written
consents submitted by all of the members of a committee shall have
the same effect as a unanimous vote of the committee for all
purposes.
Notice of Meetings
4.05 If a committee establishes regular meeting dates, it
shall not be necessary to give notice of a regular meeting. Notice
of every special meeting shall be given in the manner and within
the time periods specified in these by-laws with respect to
notices of special meetings of the Board.
Quorum; Voting
4.06 Except as otherwise provided by the certificate of
incorporation, each Director shall have one vote at a meeting of
the Board committee, and the participation of the Directors with a
majority of the votes of the committee shall constitute a quorum
for the transaction of business. A quorum at any meeting of any
committee shall be a majority of the entire committee, except that
if any committee consists of only one member, then that one
Director constitutes a quorum. Every act or decision by a majority
of the Directors present at a duly held committee meeting at which
a quorum is present shall be regarded as the act of the committee.
Reports
4.07 Actions taken at a meeting of any committee shall be
reported to the board at its next meeting, except that when the
meeting of the Board is held within two days after a committee
meeting, the report may be made at the second Board meeting
following the committee meeting.
Limitations on Powers
4.08 No committee of the board shall have authority to
do any of the following:
(a) Make, alter or repeal any by-law of the Corporation;
(b) Elect or appoint any Director, or remove any officer or
Director;
(c) Submit to the shareholders any action that requires their
approval; or
(d) Amend or repeal any resolution adopted by the Board that
by its terms is amendable or repealable only by the Board.
Powers of the Board
4.09 By resolution adopted by a majority of the entire Board,
the Board shall have the power to:
(a) Appoint one or more Directors to serve as alternate
members of any committee and to act in the absence or disability
of members of any committee with all the powers of the absent or
disabled members;
(b) Abolish any committee at its pleasure; and
(c) Remove any Director from membership on any committee at
any time, with or without cause.
ARTICLE V. WAIVER OF NOTICE
Requirements for Waiver
5.01 Any notice required to be given pursuant to these
by-laws may be waived in writing either before or after the
meeting that is the subject of the notice. Copies of the waivers
shall be filed in the minute book of the Corporation promptly
after they are given. The attendance of any Director, committee
member, or shareholder at a meeting without protesting the lack of
notice before the conclusion of the meeting constitutes a waiver
of the right to notice.
Nature of Business
5.02 A waiver of notice of a Board meeting need not specify
the nature of business transacted or to be transacted at the
meeting or the purpose of the meeting. A waiver of notice of a
shareholders' meeting shall specify the nature of business
transacted or to be transacted at the meeting and the purpose of
the meeting.
ARTICLE VI. OFFICERS
Election
6.01 The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary, and any other officers,
including without limitation one or more Executive Vice
Presidents, one or more Vice Presidents, one or more Assistant
Treasurers, and one or more Assistant Secretaries as the Board
deems necessary. All officers shall be elected by the Board of
Directors. The President, Treasurer, Secretary, and any other
officers that the Board considers appropriate shall be elected at
the regular Board meeting immediately following the annual meeting
of shareholders. Any two or more offices may be held by the same
person; provided, however, that no officer shall be authorized to
verify any instrument in more than one capacity if the instrument
is required by law to be executed, acknowledged, or verified by
two or more officers.
Additional Officers
6.02 The Board of Directors may from time to time elect any
other officers that it deems necessary, who shall hold their
offices for the terms and have the powers and duties prescribed by
the Board.
Election and Term of Office; Removal
6.03 Each officer shall hold office from the date elected
until the next annual election of officers, and until a successor
has been elected unless the officer has previously resigned or
been removed. All officers of the Corporation shall hold office at
the pleasure of the Board of Directors.
Vacancies
6.04 Any vacancy in the offices of President, Treasurer, and
Secretary shall be filled promptly by the Board. Any vacancy in
any other office may be filled by the Board at its discretion.
Removal, Suspension and Resignation
6.05(a) Any officer elected by the Board may be removed by
the Board either with or without cause. Any officer elected by the
shareholders may be removed, without cause, only by the
shareholders. However, the Board may suspend for cause the
authority of an officer appointed by the shareholders pending
shareholder action. The removal or suspension of an officer shall
be without prejudice to any contract rights that the officer may
have. Election of an officer shall not, in and of itself, create
contract rights.
(b) Any officer may resign at any time by giving written
notice to the Board or to the President. The resignation will be
effective on receipt, or at any later time specified in the
resignation. Unless otherwise specified in the resignation, its
acceptance is not necessary to make it effective.
Powers and Duties
6.06 The officers of the Corporation shall have the
responsibilities set forth in these by- laws. The officers may
have additional responsibilities as determined by the Board of
Directors, the Executive Committee (if any), and, in the case of
all officers other than the President, the President, provided
that any additional responsibilities are not inconsistent with the
provisions of these by-laws. Without limiting the foregoing, the
officers shall have the following duties and responsibilities:
(a) The President shall be the chief executive officer of the
Corporation and, as such, shall have general supervision over the
business and affairs of the Corporation, subject to the control of
the Board of Directors. The President shall be a member ex oficio
of each standing committee to which he or she is not personally
appointed. Subject to the control of the Board of Directors, the
President may enter into any contract or execute and deliver any
instruments on behalf of the Corporation. The President shall
preside at all meetings of the shareholders and at all meetings of
the Board of Directors that he or she attends. In general, the
President shall perform all duties incident to the office of the
President, and any other duties that may be assigned by the Board
of Directors.
Vice President
(b) In the order of their seniority unless otherwise
determined by the Board of Directors, the Executive Vice
Presidents (if any) shall perform the functions of the President
in the absence or disability of the President. In addition, they
shall perform all other functions prescribed by the President or
the Board of Directors. In the order of their seniority unless
otherwise determined by the Board of Directors, the Vice
Presidents (if any) shall perform the functions of the President
in the absence or disability of the President and the Executive
Vice President. They shall perform all other duties and have
whatever other powers prescribed by the President or the Board of
Directors.
Treasurer
(c) The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation. The
Treasurer shall deposit all funds in the name of the Corporation
in the institutions selected by the Board of Directors. The
Treasurer shall keep or cause to be kept books of account on
behalf of the Corporation and shall make these books available to
any of the Directors of the Corporation during business hours at
the office of the Corporation where the books and records are
kept. In general, the Treasurer shall perform all the duties
incident to the office of the Treasurer and any other duties as
may be assigned by the President or the Board of Directors.
Assistant Treasurer
(d) Assistant Treasurers shall perform all of the duties and
responsibilities of the Treasurer whenever the Treasurer is
unavailable to perform the duties of the office, and shall perform
all other duties as may be assigned to them by the Board of
Directors, the President or the Treasurer.
Secretary
(e) The Secretary, if present, shall act as secretary at all
meetings of the Board of Directors and of the shareholders and
shall keep the minutes of those meetings in a book or books to be
provided for that purpose. The Secretary shall cause notices of
meetings to be given in accordance with these by-laws. In general,
the Secretary shall perform all the duties incident to the office
of the Secretary and any other duties as may be assigned by the
President or the Board of Directors.
Assistant Secretaries
(f) Assistant Secretaries shall perform all of the duties and
responsibilities of the Secretary whenever the Secretary is
unavailable to perform the duties of the office, and shall perform
all other duties and exercise all other powers as may be assigned
to them by the Board of Directors, the President or the Secretary.
ARTICLE VII. SHARES
Form and Signature
7.01 The certificates for shares of the Corporation shall be
in the form determined by the Board of Directors, subject to these
by-laws, the certificate of incorporation, and applicable
provisions of law. Each certificate shall indicate that the
Corporation is organized under the laws of the State of New
Jersey, and shall set forth the registered holder's name and the
number of shares. Each certificate shall be signed by the
President or any Executive Vice President and the Treasurer, any
assistant Treasurer, the Secretary or any Assistant Secretary, and
shall bear the seal of the Corporation or its facsimile. If any
certificate is countersigned by a transfer agent or registrar who
is not an officer or any employee of the Corporation, any and all
other signatures may be facsimiles. If any officer, transfer
agent, or registrar who has signed, or whose facsimile signature
has been placed on, any certificate shall have ceased to serve in
that capacity before the certificate is issued, the certificate
may be issued by the Corporation with the same effect as if that
person continued to serve in his or her former capacity at the
date of the certificate's issue. Provided that it otherwise
complies with the requirements of this paragraph 7.01 and
applicable provisions of law, a card that is punched, magnetically
coded, or otherwise treated so as to facilitate machine or
automatic processing may be used by the Corporation as a share
certificate.
Description of Rights and Preferences
7.02 If the Corporation is at any time authorized to issue
shares of more than one class, then each share certificate issued
by the Corporation shall contain the following information on the
face or back of the certificate, or shall state that the
Corporation will furnish the following information to any
shareholder on request and without charge:
a. The designations, relative rights, preferences and
limitations of the shares of each class and series authorized to
be issued, so far as they have been determined; and
b. The authority of the Board to divide the shares into
classes or series and to determine and change the relative rights,
preferences and limitations of any class or series.
Replacement Certificates
7.03 The Board of Directors may direct that a new share
certificate be issued to replace any certificate alleged to have
been lost, destroyed, or wrongfully taken, on written notice
received from the shareholder before the Corporation is informed
that the share has been acquired by a bona fide purchaser. The
notice required from the shareholder shall be in the form of an
affidavit showing that the certificate has been lost, destroyed or
wrongfully taken. When authorizing the issuance of a new
certificate, the Board of Directors may, in its discretion and as
a condition precedent to the certificate's issuance, require the
shareholder or the shareholder's legal representative to file a
bond with the Corporation in whatever reasonable 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, destroyed or wrongfully taken.
Transfer of Security
7.04 The Corporation's registered securities shall be
transferable only on the books of the Corporation. Transfer shall
be permitted only by the person in whose name the securities
appear on the Corporation's books, by that person's legal
representative, or by that person's attorney if authorized by
power of attorney duly executed and filed with the Corporation or
its transfer agent. Transfers of registered securities may be made
on surrender to the Corporation or to its agents of an outstanding
certificate or certificates representing the security with a duly
executed assignment and authorization to transfer endorsed on or
attached to the certificate, together with proof of the
authenticity of the signature and of the power of the assignor to
transfer the security as the Corporation or its agents may
require. On surrender, the Corporation or its agent shall issue a
new certificate to the person entitled to it, cancel the old
certificate, and record the transaction on its books. Except as
provided in these by-laws or by the laws of the State of New
Jersey, the person in whose name registered securities stand on
the books of the Corporation shall be deemed the owner for all
purposes.
Record date for Dividends or Rights
7.05 The Board of Directors may fix, in advance, a date as
the record date for determining the shareholders entitled to
receive payment of any dividend or the allotment of any right. The
record date may in no case be more than sixty days before the
event to which it relates. If the Board of Directors does not fix
a record date in connection with these matters, then the record
date with respect to these matters shall be at the close of
business on the day on which the Board adopts the resolution
authorizing a dividend or allotment of rights.
Issue of New Shares or Sale of Treasury Shares
7.06 Shares of the Corporation that are authorized but not
yet issued and treasury shares may be issued or sold from time to
time for the consideration determined by the Board of Directors,
but in no case for less than par value, subject to the provisions
of the certificate of incorporation and the New Jersey Business
Corporation Act.
ARTICLE VIII. FISCAL YEAR
Designation
8.01 The fiscal year of the Corporation shall end on the last
day of September each year.
ARTICLE IX. AMENDMENTS
Amendments in General
9.01 The power to alter, amend, or repeal these by-laws is
vested in both the shareholders and the Board of Directors,
subject to paragraphs 9.02 and 9.03 below.
Amendments by Shareholders
9.02 Any by-law made or amended by the Board of Directors may
be amended or repealed by the shareholders, and new by-laws may be
added by the shareholders. The shareholders may provide as to any
or all by-laws that by-law provisions adopted by them may not be
altered or repealed by the Board.
Amendments by the Board of Directors
9.03 Any by-law made or amended by the shareholders may be
amended or repealed by the Board of Directors, and new by-laws may
be added by the Board of Directors unless the shareholders
prescribe in the by-law that it shall not be altered or repealed
by the Board.
ARTICLE X. MISCELLANEOUS
Seal
10.01 The Corporation's seal shall be inscribed with the name
of the Corporation, the year of its incorporation, and the words
"New Jersey". The seal may be used by causing it or a facsimile to
be impressed or reproduced on a document or instrument, or affixed
to a document or instrument.
Maintenance of Books and Records
10.02 The Corporation shall maintain books and records of
account and minutes of the meetings of its shareholders and
Directors, including meetings of committees of the Board. These
documents shall be maintained at one or more locations within or
outside the State of New Jersey, the location or locations to be
designated by the Board of Directors. Each of these documents
shall be in written form or in any other form capable of being
converted into written form within a reasonable time.
Inspection of Corporate Records
10.03 Any shareholder of record of the Corporation who has
been a shareholder of record for at least six months immediately
preceding his or her demand and any person holding at least .five
percent of the outstanding shares of any class or series shall
have the right, on at least five days' written demand to the
President or the Secretary of the Corporation and for a purpose
deemed proper under any applicable law, to examine in person, by
in person or by an agent or attorney, during usual business hours,
the minutes of the Corporation's shareholders' meeting and the
Corporation's record of its shareholders and to make extracts. The
examination shall take place where the minutes and record are
maintained.
Execution of Contracts
10.04 The Board of Directors may authorize any person to
enter into any contract or execute any instrument in the name of
and on behalf of the Corporation. Authorization may be general or
specific.
Voting Shares of Other Corporations
10.05 The President and any Executive Vice President or Vice
President are authorized to vote any shares of any other
corporation or corporations standing in the name of the
Corporation. This authority may be exercised by these officers
either in person, by proxy, or by a duly executed power of
attorney.
Bonds
10.06 The seal of the Corporation and any or all signatures
of the officers or other agents of the Corporation on a bond of
the Corporation and on any coupon attached to the bond may be
facsimiles if the bond is countersigned by an officer or other
agent of a trustee or by other certifying or authenticating
authority. If any officer or other agent of the Corporation who
has signed or whose facsimile signature has been placed on a bond
or coupon has ceased to be an officer or agent before the bond is
issued, the bond may be issued by the Corporation with the same
effect as if that person were an officer or agent at the date of
its issue.
Indemnification
10.07 Every person who is or was a director or officer,
employee or agent of the Corporation, or any person who serves or
has served in any capacity with any other enterprise at the
request of the Corporation, shall be indemnified by the
Corporation to the fullest extent permitted by law. The
Corporation shall indemnify the persons listed above against all
expenses and liabilities reasonably incurred by or imposed on them
in connection with any proceedings to which they have been or may
be made parties, or any proceedings in which they may have become
involved by reason of being or having been a director or officer
of the Corporation, or by reason of serving or having served
another enterprise at the request of the Corporation, whether or
not in the capacities of directors or officers of the Corporation
at the time the expenses or liabilities are incurred.
ARTICLE XI. EMERGENCY PROVISIONS
11.01 The following provisions shall govern and shall
supersede any other provisions in these by-laws in the event of an
emergency.
(a) For purposes of this Article XI, the following terms
shall have the following meanings:
1. "Emergency" shall mean an emergency in the conduct of
the business of the Corporation resulting from an attack
on the United States or any nuclear or atomic disaster
2. "Emergency list" shall mean the most current list in
effect pursuant to paragraph 11.02.
3. "Listed officers" shall mean the officers listed on
the "emergency list".
4. "Principal headquarters" shall mean the principal place
of business of the Corporation. If use of the principal
place of business is not practical during an emergency,
the "principal headquarters" shall mean the place of
business at which the largest number of employees remain
employed by the Corporation during the emergency.
(b) In the event of an emergency, the senior officer of the
Corporation present at the principal headquarters shall call an
initial emergency meeting of the Board of Directors to be held as
soon as practicable after the commencement of the emergency. The
officer shall use his or her best efforts to notify each Director
and each listed officer of the time and location of the meeting,
but no action taken at the meeting or during the emergency shall
be invalidated by reason of the fact that any Director or listed
officer could not be notified of the time and location of the
meeting.
(c) A Director or listed officer may participate in any Board
meeting held during the emergency by means of any communications
device that enables him or her to hear the person presiding at the
meeting and enables the presiding officer to hear that Director or
listed officer. It shall not be necessary for each Director or
listed officer to hear all other Directors and listed officers.
(d) For purposes of the initial emergency meeting, the Board
of Directors shall be deemed to consist of the Directors who
attend or otherwise participate at the initial emergency meeting
together with those listed officers who both (1) attend or
otherwise participate at the initial emergency meeting and (2) are
designated as "Special Directors" by the Directors participating
at the meeting, by the Senior Officer. The number of listed
officers who shall be designated as Special Directors shall be the
lesser of (1) the number of listed officers participating at the
meeting or (2) the difference between the number of Directors on
the Board immediately before the commencement of the emergency and
the number of Directors participating at the initial emergency
meeting. If the number of Special Directors to be designated is
smaller than the number of listed officers participating at the
meeting, the listed officers shall be designated in the order of
priority set forth in the emergency list.
(e) Actions to be taken at the initial emergency meeting
shall require the affirmative vote of a majority of the Directors
and Special Directors participating at the meeting. No quorum
requirement shall apply with respect to the meeting.
(f) At the initial emergency meeting, the Directors and
Special Directors shall adopt whatever procedures they deem
appropriate with respect to further Board meetings during the
course of the emergency, provided that the following conditions
shall apply:
1. At these further Board meetings, the Board shall be
deemed to consist of all Directors who participate at
the meetings, together with those listed officers who
were designated as Special Directors for purposes of the
initial emergency meeting.
2. No quorum requirements shall apply with respect to these
meetings. Actions to be taken at these meetings shall
require the affirmative vote of a majority of the
Directors and Special Directors participating at the
meetings.
3. The procedures to be developed shall, to the maximum
extent feasible under the circumstances, be consistent
with the provisions of these by-laws that apply in the
absence of any emergency; provided, however, that any
procedure used shall be valid unless it bears no
reasonable relationship to the circumstances.
11.02 The Board of Directors shall maintain a list of officers
eligible to participate in Board meetings as Special Directors
pursuant to paragraph 11.01. The list shall set forth the titles
of the eligible officers and shall rank these listed officers in
order of priority. In the event that the Corporation fails to
maintain this list, the emergency list shall be as follows:
(a) President;
(b) Executive Vice Presidents (if any), in the order in which
they were elected;
(c) Vice Presidents (if any), in the order in which they were
elected;
(d) Treasurer; and
(e) Secretary.
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