Exhibit 3-3
BY-LAWS
OF
BRISTOL ACQUISITIONS, INC.
(a Delaware Corporation)
ARTICLE I
STOCKHOLDERS
Section 1. Certificates Representing Stock. (a)
Certificates representing stock in the corporation shall be
signed by, or in the name of, the corporation by the Chairman
or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation. Any or all the signatures on any such
certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer
agent, or registrar at the date of issue.
(b) Whenever the corporation shall be authorized to
issue more than one class of stock or more than one series of
any class of stock, and whenever the corporation shall issue
any shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements
prescribed by the General Corporation Law. Any restrictions
on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on
the certificate representing such shares.
(c) The corporation may issue a new certificate of
stock or uncertificated shares in place of any certificate
theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require the owner of
the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to
indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of any
such new certificate or uncertificated shares.
Section 2. Uncertificated Shares. Subject to any
conditions imposed by the General Corporation Law, the Board
of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series
of the stock of the corporation shall be uncertificated
shares. Within a reasonable time after the issuance or
transfer of any uncertificated shares, the corporation shall
send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
Section 3. Fractional Share Interests. The corporation
may, but shall not be required to, issue fractions of a share.
If the Corporation does not issue fractions of a share, it
shall (1) arrange for the disposition of fractional interests
by those entitled thereto, (2) pay in cash the fair value of
fractions of a share as of the time when those entitled to
receive such fractions are determined, or (3) issue scrip or
warrants in registered form (either represented by a
certificate or uncertificated) or bearer form (represented by
a certificate) which shall entitle the holder to receive a
full share upon the surrender of such scrip or warrants
aggregating a full share.
A certificate for a fractional share or an uncertificated
fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise
voting rights, to receive dividends thereon, and to
participate in any of the assets of the Corporation in the
event of liquidation.
1
Section 4. Stock Transfers. Upon compliance with
provisions restricting the transfer or registration of
transfer of shares of stock, if any, transfers or registration
of transfers of shares of stock of the corporation shall be
made only on the stock ledger of the corporation by the
registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates
for such shares of stock properly endorsed and the payment of
all taxes due thereon.
Section 5. Record Date For Stockholders. In order that
the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board
of Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice
is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned
meeting. In order that the corporation may determine the
stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten
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, the
record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when
no prior action by the Board of Directors is required by the
General Corporation Law, 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 in the State of Delaware,
its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of
meeting of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the General
Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior
action. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and
which record date shall be not more than sixty days prior to
such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
Section 6. Meaning of Certain Terms. As used herein in
respect of the right to notice of a meeting of stockholders or
a waiver thereof or to participate or vote thereat or to
consent or dissent in writing in lieu of meeting, as the case
may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to
an outstanding share or shares of stock and to a holder or
holders of record of outstanding shares of stock when the
corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any
outstanding share or shares of stock and any holder or holders
of record of outstanding shares of stock of any class upon
which or upon whom the certificate of incorporation confers
such rights where there are two or more classes or series of
shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the
certificate of incorporation may provide for more than one
class or series of shares of stock, one or more of which are
limited or denied such rights thereunder; provided, however,
that no such right shall vest in the event of an increase or a
decrease in the authorized number of shares of stock of any
class or series which is otherwise denied voting rights under
the provisions of the certificate of incorporation, except as
any provision of law may otherwise require.
2
Section 7. Stockholder Meetings.
- Time. The annual meeting shall be held on the date and
at the time fixed, from time to time, by the directors,
provided that the first annual meeting shall be held on a date
within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held
on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on
the date and at the time fixed by the directors.
- Place. Annual meetings and special meetings shall be
held at such place, within or without the State of Delaware,
as the directors may, from time to time, fix. Whenever the
directors shall fail to fix such place, the meeting shall be
held at the registered office of the corporation in the State
of Delaware.
- Call. Annual meetings and special meetings may be
called by the directors or by any officer instructed by the
directors to call the meeting.
- Notice or Waiver of Notice. Written notice of all
meetings shall be given, stating the place, date, hour of the
meeting and stating the place within the city or other
municipality or community at which the list of stockholders of
the corporation may be examined. The notice of an annual
meeting shall state that the meeting is called for the
election of directors and for the transaction of other
business which may properly come before the meeting, and shall
(if any other action which could be taken at a special meeting
is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all
instances state the purpose or purposes for which the meeting
is called. The notice of any meeting shall also include, or
be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law. Except
as otherwise provided by the General Corporation Law, a copy
of the notice of any meeting shall be given, personally or by
mail, not less than ten days nor more than sixty days before
the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each
stockholder at his record address or at such other address
which he may have furnished by request in writing to the
Secretary of the corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in
the United States Mail. If a meeting is adjourned to another
time, not more than thirty days hence, and/or place is made at
the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix
a new record date for the adjourned meeting. Notice need not
be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein.
Attendance of a stockholder at a meeting of stockholders
shall constitute a waiver of notice of such meeting, except
when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, not the purpose of, any regular or special
meeting of the stockholders need be specified in any written
waiver of notice.
- Stockholder List. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a
complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city or
other municipality or community 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. The list shall also be produced and
kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.
- Conduct of Meeting. Meetings of the stockholders shall
be presided over by one of the following officers in the order
of seniority and if present and acting-the Chairman of the
Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen
by the stockholders. The Secretary of the corporation, or in
his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.
3
- Proxy Representation. Every stockholder may authorize
another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate,
whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the
stockholder or by his attorney-in-fact. No proxy shall be
voted or acted upon after three years from its date unless
such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that is irrevocable
and, if, and only as long as it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy
may be made irrevocable regardless of whether the interest
with which it is coupled is an interest in the stock itself or
an interest in the corporation generally.
- Inspectors. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors of election
to act at the meeting or any adjournment thereof. If any
inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not appoint one or more
inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the
duties of inspectors at such meeting with strict impartiality
and according to the best of his ability. The inspectors, if
any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and
tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. On request of the
person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge,
question, or matter determined by him or them and execute a
certificate of any fact found by him or them. Except as
otherwise required by subsection (e) of Section 231 of the
General Corporation Law, the provisions of that Section shall
not apply to the corporation.
- Quorum. The holders of a majority of the outstanding
shares of stock shall constitute a quorum at a meeting of
stockholders for the transaction of any business. The
stockholders presents may adjourn the meeting despite the
absence of a quorum.
- Voting. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on
the election of directors.
Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes
a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the
provisions of the certificate of incorporation and these
Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
Section 8.
Stockholder Action Without Meetings. Any action required by
the General Corporation Law to be taken at any annual or
special meeting of stockholders, or any action which may be
taken at any annual or special meeting of 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, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in
writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General
Corporation Law.
4
ARTICLE II
DIRECTORS
Section 1. Functions and Definition. The business and
affairs of the corporation shall be managed by or under the
direction of the Board of Directors of the corporation. The
Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase
"whole board" herein refers to the total number of directors
which the corporation would have if there were no vacancies.
Section 2. Qualifications and Number. A director need
not be a stockholder, a citizen of the United States, or a
resident of the State of Delaware. The initial Board of
Directors shall consist of four (4) persons. Thereafter, the
number of directors may be increased or decreased from time to
time by action of the stockholders or of the directors, or, if
the number is not fixed, the number shall be four (4).
Section 3. Election and Term. The first Board of
Directors, unless the members thereof shall have been named in
the certificate of incorporation, shall be elected by the
incorporator or incorporators and shall hold office until
first annual meeting of stockholders and until their
successors are elected and qualified or until their earlier
resignation or removal. Any director may resign at any time
upon written notice to the corporation. Thereafter, directors
who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next
annual meeting resignation or removal. Except as the General
Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of
stockholders called for the election of directors and/or for
the removal of one or more directors and for the filling of
any vacancy in that connection, newly created directorships
and any vacancies in the Board of Directors, including
unfilled vacancies resulting from the removal of directors for
cause or without cause, may be filled by the vote of a
majority of the remaining directors then in office, although
less than a quorum, or by the sole remaining director.
Section 4. Meetings.
- Time. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors may conveniently assemble.
- Call. No call shall be required for regular
meetings for which the time and place have been fixed.
Special meetings may be called by or at the direction of the
Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in
office.
- Notice or Actual or Constructive Waiver. No
notice shall be required for regular meetings for which the
time and place have been fixed. Written, oral, or any other
mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient
assembly of the directors thereat. Notice need not be given
to any director or to any member of a committee of directors
who submits a written waiver of notice signed by him before or
after the time stated therein. Attendance of any such person
at a meeting shall constitute a waiver of notice of such
meeting, except when he attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the directors need be specified in any written
waiver of notice.
- Quorum and Action. A majority of the whole Board
shall constitute a quorum except when a vacancy or vacancies
prevents such majority, whereupon a majority of the directors
in office shall constitute a quorum, provided, that such
majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a
quorum is present, may adjourn a meeting to another time and
place. Except as herein otherwise provided, and except as
otherwise provided by the General Corporation Law, the vote of
the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board.
5
The quorum and voting provisions herein stated shall
not be construed as conflicting with any provisions of the
General Corporation Law and these Bylaws which govern a
meeting of the directors held to fill vacancies and newly
created directorships in the Board or action of disinterested
directors. Any member or members of the Board of Directors or
of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may
be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.
- Chairman of the Meeting. The Chairman of the
Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the Vice-Chairman of the Board, if any
and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall
preside.
Section 5. Removal of Directors. Except as may otherwise
be provided by the General Corporation Law, any director or
the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 6. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or
more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or
disqualification of any member of any such committee or
committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the
Board, shall have and may exercise the powers and authority of
the Board of Directors in the management of the business and
affairs of the corporation with the exception of any authority
the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
Section 7. Written Action. Any action required or
permitted to be taken at any meeting of the Board of Directors
or any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 8. Board of Advisors. The Board of Directors, in
its discretion, may establish a Board of Advisors, consisting
of individuals who may or may not be stockholders or directors
of the Corporation. The purpose of the Board of Advisors would
be to advise the officers and directors of the Corporation
with respect to such matters as such officers and directors
shall choose, and any other matters which the members of such
Board of Advisors deem appropriate in furtherance of the best
interest of the Corporation. The Board of Advisors shall meet
on such basis as the members thereof may determine. The Board
of Directors may eliminate the Board of Advisors at any time.
No member of the Board of Advisors, nor the Board of Advisors
itself, shall have any authority of the Board of Directors or
any decision-making power and shall be merely advisory in
nature. Unless the Board of Directors determines another
method of appointment, the President shall recommend possible
members of the Board of Advisors to the Board of Directors,
who shall approve such appointments or reject them.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a
President and a Secretary, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a
Treasurer, a Chairman of the Board, a Vice-Chairman of the
Board, an Executive Vice- President, one or more other Vice-
Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers with such title
as the resolution of the Board of Directors choosing them
shall designate.
6
Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the
Chairman or Vice-Chairman of the Board, if any, need be a
director. Any number of offices may be held by the same
person, as the directors may determine.
Unless otherwise provided in the resolution choosing him,
each officer shall be chosen for a term which shall continue
until the meeting of the Board of Directors following the next
annual meeting of stockholders and until his successor shall
have been chosen and qualified.
All officers of the corporation shall have such authority
and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolutions of the
Board of Directors designating and choosing such officers and
prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their
office except to the extent that such resolutions may be
inconsistent therewith. The Secretary or an Assistant
Secretary of the corporation shall record all of the
proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and
shall exercise such additional authority and perform such
additional duties as the Board shall assign to him. Any
officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the
Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VI
AMENDMENT
These Bylaws may be adopted, amended or repealed at any
time by the unanimous written consent of the Board of
Directors.
7