EXHIBIT 3.4
EXHIBIT B
Exhibit 3.2
PURE TECH INTERNATIONAL, INC.
(a Delaware corporation)
BY-LAWS
ARTICLE I
OFFICES
SECTION 1.1 REGISTERED OFFICE. The registered office shall be maintained
at 32 Loockerman Sq., Suite L-100, in the City of Dover, in the County of Kent,
in the State of Delaware and the Prentice-Hall Corporation System, Inc. is the
registered agent.
SECTION 1.2 OTHER OFFICES. The Corporation may also have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 ANNUAL MEETINGS. The date of the annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be determined by
resolution of the Board of Directors to be a specific day in each year, if not
a legal holiday, and, if a legal holiday, on the next succeeding business day,
at the time and place within or without the State of Delaware as may be
designated by the Board of Directors and set forth in the notice of the meeting
or a duly executed waiver of notice thereof.
SECTION 2.2 SPECIAL MEETINGS. Special meetings of the stockholders for any
proper purpose or purposes may be called at any time by the Board of Directors,
the Chairman of the Board, the President, or any Vice President, to be held on
the date, at the time and place within or without the State of Delaware as the
Board of Directors, the Chairman of the Board, the President or Vice President,
whichever has called the meeting, shall direct. A special meeting of the
stockholders shall be called by the Chairman of the Board, the President, any
Vice President or the Secretary whenever stockholders owning a majority of the
shares of the Corporation then issued and outstanding and entitled to vote on
all of the matters to be submitted to stockholders of the Corporation at such
special meeting shall make written application to the Chairman of the
By Laws - 1
<PAGE>
Board, the President, any Vice President or the Secretary. Any such written
request shall state a proper purpose or purposes of the meeting and shall be
delivered to the Chairman of the Board, President, any Vice President or the
Secretary.
SECTION 2.3 NOTICE OF MEETING. Notice, signed by the Chairman of the
Board, the President, any Vice President, the Secretary or an Assistant
Secretary, of every annual or special meeting of stockholders stating the
purpose or purposes for which the meeting is called, and the date and time
when, and the place where it is to be held, shall be prepared in writing and
personally delivered or mailed, postage prepaid, to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the meeting, except as otherwise provided by statute. If mailed, such
notice shall be directed to a stockholder at his address as it shall appear on
the stock record book of the Corporation, unless the stockholder shall have
filed with the Secretary a written request that notices intended for him or her
be mailed to some other address, in which case it shall be mailed to the
address designated in such request. Notice shall be deemed given when
personally delivered or deposited to the United States mail, as the case may
be; provided, however, that such notice may also be given by telegram,
cablegram or radiogram and in such case shall be deemed given when ordered or,
if a delayed delivery is ordered, as of such delayed delivery time..
SECTION 2.4 LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at each meeting of stockholders, arranged in alphabetical
order and showing the address of each such stockholder and the number of shares
registered in the name of each such stockholder, shall be open to the
examination of any stockholder, for any purpose germane to such meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of such 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 and during the whole
time, thereof, and may be inspected by any stockholder who is present.
SECTION 2.5 QUORUM. The presence at any meeting, in person or by proxy, of
the holders of record of a majority of the shares then issued and outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum
for the transaction of business, except where otherwise provided by statute.
SECTION 2.6 ADJOURNMENTS. In the absence of a quorum,
By Laws - 2
<PAGE>
stockholders representing a majority of the shares then issued and outstanding
and entitled to vote, present in person or by proxy, or, if no stockholder
entitled to vote is present in person or by proxy, any officer entitled to
preside at or act as secretary of such meeting, may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting originally noticed. If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
SECTION 2.7 VOTING. When a quorum is present at any meeting, the holders
of a majority of the shares of the Corporation, present in person or by proxy,
shall decide any question brought before the meeting, unless the question is
one upon which by express provision of the statutes or of the certificate of
incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question.
SECTION 2.8 PROXIES. Any stockholders entitled to vote may vote by proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (which shall include telegraphing, cabling or other means
of electronically transmitted written copy) by the stockholder himself or
herself or by his or her duly authorized attorney-in-fact. No proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period.
SECTION 2.9 JUDGES OF ELECTION. The Board of Directors may appoint judges
of election to serve at any election of directors and at balloting on any other
matter that may properly come before a meeting of stockholders. If no such
appointment shall be made, or if any of the judges so appointed shall fail to
attend, or refuse or be unable to serve, then such appointment may be made by
the presiding officer of the meeting at the meeting.
SECTION 2.10 WRITTEN CONSENT. Any action which may be taken at any annual
or special meeting of stockholders may be taken without a meeting 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.
Whenever any such action is taken without a meeting by less than unanimous
consent, all stockholders who have not consented in writing must be property
informed in writing of
By Laws - 3
<PAGE>
such action.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 NUMBER. The initial number of directors which shall constitute
the whole Board of Directors shall be ten, unless fixed otherwise by resolution
of the Board of Directors.
SECTION 3.2 ELECTION AND TERM OF OFFICE. Directors shall be elected at the
annual (or special) meeting of the stockholders except as provided in SECTION
3.3 of this Article. Each Director (whether elected at an annual meeting or to
fill a vacancy or otherwise) shall continue in office until a successor shall
have been elected and qualified or until his or her death, resignation or
removal in the manner hereinafter provided, whichever shall first occur.
SECTION 3.3 VACANCIES AND ADDITIONAL DIRECTORSHIPS. If any vacancy shall
occur among the directors by reason of death, resignation, or removal, or as
the result of an increase in the number of directorships, the directors then in
office shall continue to act and may fill any such vacancy by a vote of the
majority of directors then in office, though less than a quorum, and each
director so chosen shall hold office until the next annual election of
directors and until his or her successor shall be duly elected and shall
qualify, or until his or her earlier death, resignation or removal.
Notwithstanding the foregoing, the corporation may grant to any person or
entity the right to designate and replace directors upon notice to the
corporation, and any person so designated shall be deemed to take office
promptly upon such notice.
SECTION 3.4 POWERS. The business of the corporation shall be managed by
its Board of Directors, which may exercise all powers of the Corporation and do
all lawful acts and things as are not by law or by the Certificate of
Incorporation or these By-Laws reserved to the stockholders.
SECTION 3.5 RESIGNATION OF DIRECTORS. Any director may resign at any time
by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President, any Vice President or the Secretary. Any
such resignation shall take effect at the time specified therein or, if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3.6 REMOVAL OF DIRECTORS. At the annual meeting or
By Laws - 4
<PAGE>
any special meeting of the stockholders, duly called as provided in these
By-Laws, any director or directors may, by the affirmative vote of the holders
of a majority of the shares of stock issued and outstanding and entitled to vote
for the election of Directors, be removed from office, either with or without
cause. At such meeting a successor or successors may be elected by a majority of
the votes cast, or if any such vacancy is not so filled, it may be filled by the
directors as provided in SECTION 3.3 of this Article.
SECTION 3.7 COMPENSATION OF DIRECTORS. Directors shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4.1 PLACE. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
SECTION 4.2 REGULAR MEETINGS. The Board of Directors by resolution may
provide for the holding of regular meetings and may fix the times and places at
which such meetings shall be held. Notice of regular meetings shall not be
required to be given, provided that whenever the time or place of regular.
meetings shall be fixed or changed, notice of such action shall be mailed
promptly to each Director who shall not have been present at the meeting at
which such action was taken, addressed to him or her at his or her residence or
usual place of business, unless he or she shall have filed with the Secretary a
written request that notices intended for him or her be mailed to some other
address, in which case it shall be mailed to the address designated in such
request.
SECTION 4.3 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President, and shall be
called by the President or Secretary at the written request of any directors.
Except as otherwise required by statute, notice of each special meeting shall
be given to each director, if by mail, when addressed to him or her at his or
her residence or usual place of business, unless he or she shall have filed
with the Secretary a written request that notices intended for him or her be
mailed to some other address, in which case it shall be mailed to the address
designated in such request, on five (5) days notice, or shall be sent to him or
By Laws - 5
<PAGE>
her at such place by telegram, radiogram or cablegram, or telephone or other
electronic means, or delivered to him or her personally, not later than two (2)
days before the day on which the meeting is to be held. Such notice shall state
the time and place of such meeting, but need not state the purposes thereof,
unless otherwise required by statute, the Certificate of Incorporation of the
Corporation or these By-Laws.
SECTION 4.4 QUORUM. At any meeting of the Board of Directors a majority of
the whole Board of Directors shall constitute a quorum for the transaction of
business, and the act of the majority of those present at any meeting at which
a quorum is present shall be sufficient for the act of the Board of Directors,
except as may be otherwise specifically provided by law or by the Certificate
of Incorporation.
SECTION 4.5 ADJOURNED MEETINGS. If a quorum shall not be present at a
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, until a quorum shall be present. Two (2) days'
notice of any such adjournment shall be given personally to each director who
was not present at the meeting at which such adjournment was taken and, unless
announced at the meeting, to the other directors; provided, that five (5) days'
notice shall be given if notice is given by mail.
SECTION 4.6 WRITTEN CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all
the members of the Board consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of the Board of Directors.
SECTION 4.7 COMMUNICATIONS EQUIPMENT. Any one or more members of the Board
of Directors may participate in any meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall be deemed to constitute presence in person at such meeting.
SECTION 4.8 WAIVER OF NOTICE. Notice of any meeting need not be given to
any director who shall attend such meeting in person or shall waive notice
thereof, before or after such meeting, in writing or by telegram, radiogram or
cablegram or other means of electronically transmitted written copy.
ARTICLE V
COMMITTEES OF THE BOARD
SECTION 5.1 MEMBERS AND TERM OF OFFICE. The Board of
By Laws - 6
<PAGE>
Directors may, by resolution passed by three-quarters of the whole Board of
Directors, designate one (1) or more committees. Each such committee shall
consist of one (1) or more of the directors of the Corporation. Any such
committee, to the extent provided in such resolution, shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. The Board of Directors may
designate one (1) or more directors as alternate members of any committee who,
in the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. The term of office of the
members of each committee shall be as fixed from time to time by the Board;
subject to the term of office of the directors and these By-Laws; provided,
however, that any committee member who ceases to be a member of the Board of
Directors shall ipso facto cease to be a committee member. Each committee shall
appoint a secretary, who may be the Secretary or an Assistant Secretary of the
Corporation.
SECTION 5.2 MEETINGS, NOTICES AND RECORDS. Each committee may provide for
the holding of regular meetings, with or without notice, and a majority of the
members of any such committee may fix the time, place and procedure for any such
meeting. Special meetings of each committee shall be held upon call by or at the
direction of its chairman or, if there be no chairman, by or at the direction of
any two (2) of its members, at the time and place specified in the respective
notices or waivers of notice thereof. Notice of each special meeting of a
committee shall be mailed to each member of such committee, addressed to him or
her at his or her residence or usual place of business, unless he or she shall
have filed with the Secretary a written request that notices intended for him or
her be mailed to some other address, in which case it shall be mailed to the
address designated in such request, at least five (5) days before the day on
which the meeting is to be held, or shall be sent by telegram, radiogram or
cablegram, or other means of electronically transmitted written copy, addressed
to him at such place, or telephoned or delivered to him or her personally, not
later than the two (2) days before the day on which the meeting is to be held.
Notice of any meeting of a committee need not be given to any member thereof who
shall attend the meeting in person or who shall waive notice thereof by
telegram, radiogram, cablegram or other means of electronically transmitted
written copy. Notice of any adjourned meeting need not be given. Each committee
shall keep a record of its proceedings.
Each committee may meet and transact any and all business delegated to
that committee by the Board of Directors by means of a conference telephone or
similar communications equipment provided that all persons participating in the
meeting are able to hear and communicate with each other. Participation in a
By Laws - 7
<PAGE>
meeting by means of conference telephone or similar communication shall
constitute presence in person at such meeting.
SECTION 5.3 QUORUM AND MANNER OF ACTING. At each meeting of any committee
the presence of a majority of its members then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is
present shall be the act of such committee; in the absence of a quorum, a
majority of the members present at the time and place of any meeting may
adjourn the meeting from time to time until a quorum shall be present. Subject
to the foregoing and other provisions of these By-Laws and except as otherwise
determined by the Board of Directors, each committee may make rules for the
conduct of its business. Any determination made in writing and signed by all
the members of such committee shall be as effective as if made by such
committee at a meeting.
SECTION 5.4 RESIGNATIONS. Any member of a committee may resign at any time
by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, the President, any Vice President or the Secretary of
the Corporation. Unless otherwise specified in such notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer.
SECTION 5.5 REMOVAL. Any member of any committee may be removed at any
time by the affirmative vote of a majority of the whole Board of Directors with
or without cause.
SECTION 5.6 VACANCIES. If any vacancy shall occur in any committee by
reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall continue
to act until such vacancy is filled by the Board of Directors.
SECTION 5.7 COMPENSATION. Committee members shall receive such reasonable
compensation for their services as such, whether in the form of salary or a
fixed fee for attendance at meetings, with reasonable expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any committee member from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE VI
OFFICERS
SECTION 6.1 OFFICERS. The officers of the Corporation shall be a
President, a Treasurer and a Secretary, and may also include
By Laws - 8
<PAGE>
a Chairman of the Board, one or more Vice- Chairmen, one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers, each of whom shall be
elected by the directors and shall hold office until his or her successor is
duly elected and qualified or until his or her earlier resignation or removal.
None of the officers of the Corporation except the Chairman or any Vice Chairman
of the Board need be directors. Any number of offices may be held by the same
person; provided, that a Chairman, President or Vice President may not hold the
additional office of Secretary, Assistant Secretary, Treasurer or Assistant
Treasurer unless another person holds such an office, with such title and
duties, as may be necessary to enable the Corporation to sign instruments and
stock certificates which comply with Sections 103(a)(2) and 158, respectively,
of the General Corporation Law of the State of Delaware.
SECTION 6.2 DUTIES. All officers, as between themselves and the
Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-Laws, or, to the
extent not so provided, as may be provided by resolution of the Board of
Directors or, as to all other officers except the Chairman of the Board, by the
President.
SECTION 6.3 RESIGNATIONS. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the President, a Vice President or the Secretary. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or any such officer.
SECTION 6.4 REMOVAL. Any officer may be removed at any time, either with
or without cause, by the vote of a majority of all the directors then in
office. Such power of removal from office shall not be abridged by any
employment contract or other agreement.
SECTION 6.5 VACANCIES. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.
SECTION 6.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a
director and the chief executive officer. He shall, when present, preside as
Chairman at all meetings of the stockholders and of the Board of Directors. He
may call meetings of the Board of Directors whenever he deems it advisable.
Unless otherwise provided by the Board of Directors, he may execute and sign in
the name of the Corporation deeds, mortgages, bonds, notes, contracts,
agreements and other instruments duly authorized by the Board of Directors. The
Chairman of the Board
By Laws - 9
<PAGE>
shall have such other powers and perform such other duties as from time to time
may be assigned to him by the Board of Directors. From time to time he shall
report to the Board of Directors all matters within his knowledge which the
interests of the Corporation may require to be brought to its attention.
SECTION 6.7 PRESIDENT. The President shall be the chief operating officer
of the Corporation. In the absence or incapacity of Chairman to act, the
President shall perform all duties and functions and exercise all the powers of
the Chairman. Subject to the direction of the Chairman of the Board of
Directors, he or she shall supervise and direct the daily management of the
business, affairs and property of the Corporation. The Chairman of the Board,
if any, and the President shall each be charged with seeing that all orders and
resolutions of the Board of Directors are carried into effect. Unless otherwise
provided by the Board of Directors, the President may sign, with any other
officer thereunto duly authorized, certificates of stock of the Corporation the
issuance of which shall have been duly authorized (the signature to which may
be facsimile signature), and may sign and execute in the name of the
Corporation, deeds, mortgages, bonds, notes, contracts, agreements, and other
instruments duly authorized by the Board of Directors. The President shall also
perform such other duties as are assigned by these By-Laws or as from time to
time may be assigned to him by the Board of Directors.
SECTION 6.8 VICE PRESIDENT. In the absence or disability of the President,
the Vice President, or if there be more than one, the Vice Presidents in the
order of priority determined by the Board of Directors, shall perform all the
duties of the President and, when so acting, shall have all the powers of and
be subject to all restrictions upon the President. Unless otherwise provided by
the Board of Directors, any Vice President may also sign, with any other
officer thereunto duly authorized, certificates of stock of the Corporation the
issuance of which shall have been duly authorized (the signature to which may
be a facsimile signature), and may sign and execute in the name of the
Corporation deeds, mortgages, bonds, notes, contracts, agreements and other
instruments duly authorized by the Board of Directors. Each Vice President
shall perform such other duties as are assigned by these By-Laws or as from
time to time may be assigned by the Board of Directors, the Chairman of the
Board or the President.
SECTION 6.9 SECRETARY. The Secretary shall: (i) record all the proceedings
of the meetings of the stockholders, the Board of Directors, and all committees
of the Board of Directors in a book or books to be kept for that purpose; (ii)
cause all notices to be duly given in accordance with the provisions of these
By-Laws as required by statute; (iii) whenever any committee shall be appointed
in pursuance of a resolution of the Board of Directors,
By Laws - 10
<PAGE>
furnish the chairman of such committee with a copy of such resolution; (iv) be
custodian of the records and of the seal of the Corporation, and cause such seal
to be affixed to all certificates representing capital stock of the Corporation
prior to the issuance thereof and to all instruments the execution of which on
behalf of the Corporation under its seal shall have been duly authorized; (v)
see that the lists, books, reports, statements, certificates and other documents
and records required by statute are properly kept and filed; (vi) have charge of
the stock record and stock transfer books of the Corporation, and exhibit such
stock books at all reasonable times to such persons as are entitled by statute
to have access thereto; (vii) sign (unless the Treasurer or an Assistant
Secretary or an Assistant Treasurer shall sign) certificates representing
capital stock of the Corporation the issuance of which shall have been duly
authorized (the signature to which may be a facsimile signature); and (viii) in
general, perform all duties incident to the office of Secretary and such other
duties as are given to him or her by these By-Laws or as from time to time may
be assigned to him or her by the Board of Directors, the Chairman of the Board
or the President.
SECTION 6.10 ASSISTANT SECRETARIES. At the request of the Secretary or in
his or her absence or disability, the Assistant Secretary designated by him or
her (or in the absence of such designation, the Assistant Secretary designated
by the Board of Directors or the President) shall perform all the duties of the
Secretary, and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Secretary. The Assistant Secretaries shall perform
such other duties as from time to time may be assigned to them by the Board of
Directors, the Chairman of the Board, the President or the Secretary.
SECTION 6.11 TREASURER. The Treasurer shall: (i) have charge of and
supervision over and be responsible for the funds, securities, receipts and
disbursements of the Corporation; (ii) cause the monies and other valuable
effects of the Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or other
depositaries as shall be selected in accordance with Section 8.2 of these
By-Laws or to be otherwise dealt with in such manner as the Board of Directors
may direct; (iii) cause the funds of the Corporation to be disbursed by checks
or drafts upon the authorized depositaries of the Corporation, and cause to be
taken and preserved proper vouchers for all monies disbursed; (iv) render to
the Board of Directors or the President, whenever requested, a statement of the
financial condition of the Corporation and of all his or her transactions as
Treasurer; (v) cause to be kept at the Corporation's principal office correct
books of account of all its business and transactions and such duplicate books
of account as he or she shall determine and upon application cause such books
or duplicates thereof to be
By Laws - 11
<PAGE>
exhibited to any Director; (vi) be empowered, from time to time, to require from
the officers or agents of the Corporation reports or statements giving such
information as he or she may desire with respect to any and all financial
transactions of the Corporation; (vii) sign (unless the secretary or an
Assistant Secretary or Assistant Treasurer shall sign) certificates representing
stock of the Corporation the issuance of which shall have been duly authorized
(the signature to which may be a facsimile signature); and (viii) in general,
perform all duties incident to the office of Treasurer and such other duties as
are given to him or her by these By-Laws or as from time to time may be assigned
to him by the Board of Directors, the Chairman of the Board or the President.
SECTION 6.12 ASSISTANT TREASURERS. At the request of the Treasurer or in
his or her absence or disability, the Assistant Treasurer designated by him or
her (or in the absence of such designation, the Assistant Treasurer designated
by the Board of Directors or the President) shall perform all the duties of the
Treasurer, and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Treasurer. The Assistant Treasurers shall perform such
other duties as from time to time may be assigned by the Board of Directors, the
Chairman of the Board, the President or the Treasurer.
SECTION 6.13 SALARIES. The salaries of the officers of the Corporation
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 that he or she is
also a director of the Corporation.
ARTICLE VII
CERTIFICATES OF STOCK
SECTION 7.1 STOCK CERTIFICATES. Every holder of capital stock of the
Corporation shall be entitled to have a certificate or certificates in such
form as shall be approved by the Board of Directors, certifying the number of
shares of capital stock of the Corporation owned by him or her. The
certificates representing shares of capital stock shall be signed in the name
of the Corporation by the Chairman of the Board or the President, and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
(which signatures may be facsimiles) and sealed with the seal of the
Corporation (which seal may be a facsimile). In case any officer, transfer
agent or registrar who shall have signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificates are issued, they may nevertheless
be issued by the Corporation with the same
By Laws - 12
<PAGE>
effect as if such officer, transfer agent, or registrar were still such at the
date of their issue.
SECTION 7.2 BOOKS OF ACCOUNT AND RECORD OF STOCKHOLDERS. The books and
records of the Corporation may be kept at such places, within or without the
State of Delaware, as the Board of Directors may from time to time determine.
The stock record books and the blank stock certificate books shall be kept by
the Secretary or by any other officer or by the transfer agent or registrar, if
any, designated by the Board of Directors. There shall be entered on the stock
books of the Corporation the number of each certificate issued, the number of
shares represented thereby, the name of the person to whom such certificate was
issued and the date of issuance thereof.
SECTION 7.3 TRANSFERS OF SHARES. Transfers of shares of capital stock of
the Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with the transfer agent, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon, if any. Except as otherwise provided
by law, the Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of stockholders as
the owner of such share or shares for all purposes including, without
limitation, the rights to receive dividends or other distributions, and to vote
as such owner, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in any such share or shares on the part of any
other person whether or not the Corporation shall have express or other notice
thereof.
SECTION 7.4 REGULATIONS. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation. It may appoint, or authorize
any officer or officers to appoint, one or more transfer agents or one or more
registrars and may further provide that no stock certificate shall be valid
until countersigned by one of such transfer agents and registered by one of
such registrars. Nothing herein shall be construed to prohibit the Corporation
from acting as its own transfer agent or registrar.
SECTION 7.5 LOST, STOLEN OR DESTROYED CERTIFICATES. The holder of any
certificate representing any share or shares of the capital stock of the
Corporation shall immediately notify the Corporation of any loss, theft or
destruction of such certificate. The Board of Directors may direct that a new
certificate or certificates be issued in the place of any
By Laws - 13
<PAGE>
certificate or certificates theretofore issued by it which the owner thereof
shall allege to have been lost, stolen or destroyed upon the furnishing to the
Corporation of an affidavit to that effect by the person claiming that the
certificate has been lost, stolen or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion,
require such owner or his or her legal representatives to give to the
Corporation and its transfer agent(s) and registrar(s) a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties as the
Board of Directors in its absolute discretion shall determine, 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 a new certificate.
SECTION 7.6 STOCKHOLDER'S RIGHT OF INSPECTION. Any stockholder of record
of the Corporation, in person or by attorney or other agent, shall upon written
demand under oath stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every
instance where any attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorized the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the Corporation at its registered office in Delaware or at its principal place
of business.
ARTICLE VIII
DEPOSIT OF CORPORATE FUNDS
SECTION 8.1 BORROWING. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable paper
shall be issued in its name, unless and except as authorized by the Board of
Directors. Such authorization may be general or confined to specific instances.
SECTION 8.2 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such banks or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors.
By Laws - 14
<PAGE>
SECTION 8.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, and all negotiable and non-negotiable notes or other
negotiable or non- negotiable evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers or agent or agents
of the Corporation, and in such manner, as from time to time shall be
determined by the Board of Directors.
ARTICLE IX
INDEMNIFICATION
SECTION 9.1 RIGHT TO INDEMNIFICATION. The Corporation shall to the maximum
extent permitted by law indemnify its directors and officers, and any agents
who are designated by the Board for indemnity hereunder, and the directors and
officers of any subsidiary of the Corporation.
ARTICLE X
RECORD DATES
SECTION 10.1 In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall be not more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. Only those stockholders of record on the date so fixed shall be
entitled to any of the foregoing rights, notwithstanding the transfer of any
such stock on the books of the Corporation after any such record date fixed by
the Board of Directors.
ARTICLE XI
DIVIDENDS
SECTION 11.1 DIVIDENDS. Subject to any agreement to which the Corporation
is a party or by which it is bound, the Board of Directors may declare to be
payable, in cash, in other property or in stock of the Corporation of any class
or series, such dividends in respect of outstanding stock of the Corporation of
any class or series as the Board of Directors may at any time deem to be
advisable. Before declaring any such dividend, the Board of Directors may cause
to be set aside any funds or other
By Laws - 15
<PAGE>
property or assets of the Corporation legally available for the payment of
dividends.
ARTICLE XII
FISCAL YEAR
SECTION 12.1 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
ARTICLE XIII
CORPORATE SEAL
SECTION 13.1 The Corporate Seal shall be circular in form and shall bear
the name of the Corporation and the words and figures denoting its organization
under the laws of the State of Delaware and the year thereof and otherwise
shall be in such forth as shall be approved from time to time by the Board of
Directors.
ARTICLE XIV
AMENDMENTS
SECTION 14.1 All By-Laws of the Corporation may be amended, altered or
repealed, and new By-Laws may be enacted, by the. affirmative vote of the
holders of record of a majority of he issued and outstanding stock of the
Corporation entitled to vote at any annual or special meeting, or by the
affirmative vote of three-quarters of the directors present at any regular or
special meeting of the Board of Directors.
By Laws - 16
