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Exhibit 3.2(b)
BY-LAWS
OF
CELLOMICS, INC.
A Delaware Corporation
ARTICLE I
OFFICERS
Section 1. Registered Office. The registered office of the corporation in
the State of Delaware shall be at 1013 Centre Road, Wilmington, Delaware, County
of New Castle, 19805. The name of the corporation's registered agent at such
address shall be Corporation Service Company.
Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place and Time of Meetings. An annual meeting of the
stockholders shall be held each year within seventy-five (75) days after
the close of the fiscal year of the corporation for the purpose of electing
directors and conducting such other business as may come before the meeting. The
date, time and place of the annual meeting shall be determined by the president
of the corporation and if he does not act, the board of directors shall
determine the date of such meeting. Such meeting may be held within or without
the State of Delaware. Special meetings of stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of meeting or in a duly executed waiver of notice
thereof. Special meetings of the stockholders may be called by the president for
any purpose and shall be called by the secretary if directed by the board of
directors.
Section 2. Notice. Written or printed notice of every annual or special
meeting of the stockholders, stating the place, date, time, and, in the case of
special meetings, the purpose or purposes, of such meeting, shall be given to
each stockholder entitled to vote at such meeting not less than 10 nor more
than 60 days before the date of the meeting. All such notices shall be
delivered, either personally or by mail, by or at the direction of the board of
directors, the president or the secretary, and if mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
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stockholder at his or her address as it appears on the records of the
corporation, with postage prepaid.
Section 3. Stockholders List. The officer having charge of the stock
ledger of the corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, specifying the address of 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 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 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 present thereat.
Section 4. Quorum. The holders of a majority of the outstanding shares of
capital stock, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders, except as otherwise provided by
statute or by the certificate of incorporation. If a quorum is not present, the
holders of the shares present in person or represented by proxy at the meeting,
and entitled to vote thereat, shall have the power, by the affirmative vote of
the holders of a majority of such shares, to adjourn the meeting to another
time and/or place. Unless the adjournment is for more than thirty days or
unless a new record date is set for the adjourned meeting, no notice of the
adjourned meeting need be given to any stockholder, provided that the time and
place of the adjourned meeting were announced at the meeting at which the
adjournment was taken. At the adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.
Section 5. Vote Required. When a quorum is present or represented by proxy
at any meeting, the vote of the holders of a majority of the shares present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provisions of an
applicable law or of the certificate of incorporation a different vote is
required, in which case such express provision shall govern and control the
decisions of such questions.
Section 6. Voting Rights. Except as otherwise provided by Delaware General
Corporation Law or by the certificate of incorporation of the corporation and
any amendments thereto and subject to Section 3 of Article VI hereof, every
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of common stock held by such stockholder,
except that no proxy shall be voted after three years from its date unless such
proxy provides for a longer period.
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Section 7. Informal Action. Any action required to be taken at any annual
or special meeting of stockholders of the corporation, or any action which may
be taken at any annual or special meeting of such 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. Any
action taken pursuant to such written consent of the stockholders shall have the
same force and effect as if taken by the stockholders at a meeting thereof.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors.
Section 2. Number, Election and Term of Office. Subject to the
certificate of incorporation of the corporation and any amendments thereto and
that certain Shareholders' Agreement dated January __, 1998, by and among the
corporation and the other parties named therein, as amended from time to time
(the "Shareholders' Agreement"), the board of directors of the corporation
shall initially consist of three (3) members and shall be elected at the annual
meeting of the stockholders and each director elected shall hold office until
the next annual meeting of stockholders and until a successor is duly elected
and qualified or until his or her earlier death, resignation or removal as
hereinafter provided.
Section 3. Removal. Subject to the certificate of incorporation of the
corporation and any amendments thereto and the Shareholders' Agreement, any
director or the entire board of directors may be removed at any time, with or
without cause.
Section 4. Vacancies. Subject to the Shareholders' Agreement, vacancies
may be filled and each director so chosen shall hold office until the next
annual meeting of stockholders and until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as herein
provided.
Section 5. Annual Meetings. The annual meeting of each newly elected board
of directors shall be held immediately after, and at the same place as, the
annual meeting of stockholders.
Section 6. Other Meetings and Notice. The board of directors shall hold
regular meetings at least once during every calendar quarter. Regular meetings,
other than the annual meeting, of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by resolution of the board. Special
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meetings of the board of directors may be called by or at the request of the
president on at least 24 hours notice to each director, either personally, by
telephone, by facsimile transmission, by mail, or by telegraph; in like manner
and on the like notice the president must call a special meeting on the written
request of a majority of directors.
Section 7. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business. Subject to the provisions
of the certificate of incorporation and any amendments thereto, the vote of a
majority of directors present at a meeting at which a quorum is present shall
be the act of the board of directors. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 8. Reliance of Corporate Information. A director, shall, in the
performance of his duties, be fully protected in relying in good faith upon the
records of the corporation and upon such information, opinions, reports or
statements presented to the corporation by any of the corporation's officers or
employees, or committees of the board of directors, or by any other person as
to matters the director reasonably believes are within such other person's
professional or expert competence and who have been selected with reasonable
care by or on behalf of the corporation.
Section 9. Committees. The board of directors may, by resolutions adopted
by a majority of the whole board, appoint such committee or committees as it
shall deem advisable and with such limited authority as the board of directors
shall prescribe.
Section 10. Committee Rules. Each committee of the board of directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by the resolution of the board of
directors designing such committee, but in all cases the presence of at least a
majority of the members of such committee shall be necessary to constitute a
quorum. In the event that a member of such committee is absent or disqualified,
the member or members thereof present at any meeting and not qualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in place of any such absent or disqualified member.
Section 11. Communications Equipment. Members of the board of directors
or any committee of the board of directors may participate in and act at any
meeting of such board of committee through the use of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other. Participation in such a meeting shall
constitute attendance and presence in person at the meeting of the person or
persons so participating.
Section 12. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to
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such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
Section 13. Informal Action. Any action required or permitted to be
taken at any meeting of the board of directors, or of 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.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be elected by
the board of directors and shall consist of a president, a secretary and a
treasurer and may also include a chairman of the board, one or more
vice-presidents, and such other officers and assistant officers as may be
deemed necessary or desirable by the board of directors. Any number of offices
may be held by the same person. In its discretion, the board of directors may
choose not to fill any office for any period as it may deem advisable, except
the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors. Each officer shall hold office until the next annual
meeting of the board of directors and until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.
Section 3. Removal. Any officer or agent elected by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term by the board of directors
then in office.
Section 5. Compensation. Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of the fact that he or she is also a director of the
corporation.
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Section 6. Chairman of the Board. The chairman of the board shall be
the chief policy-making officer, and shall have the powers and perform the
duties incident to that position. Subject to the board of directors, he shall
be in general and active charge of the entire business and affairs of the
corporation. He shall preside at all meetings of the board of directors and
stockholders and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or as provided in these by-laws.
Whenever the president is unable to serve, by reason of sickness, absence or
otherwise, the chairman of the board shall perform all the duties and
responsibilities and exercise all powers of the president. In the event the
office of chairman of the board is not filled by the board of directors, the
president shall perform the duties of the chairman of the board in addition to
the duties related to the office of president.
Section 7. The President. The president shall be the chief executive
officer of the corporation and subject to the board of directors, shall have
general and active management of the business of the corporation, and shall see
that all orders and resolutions of the board of directors are carried into
effect. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. Whenever the
chairman of the board is unable to serve, by reason of sickness, absence or
otherwise, the president shall have the powers and perform the duties of the
chairman of the board. The president shall have such other powers and perform
such other duties as may be prescribed by the chairman of the board or the
board of directors or as may be provided in these by-laws.
Section 8. Vice Presidents. The vice-president, or if there shall be
more than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may, from time to
time, determine or these by-laws may prescribe.
Section 9. The Secretary and Assistant Secretaries. The secretary
shall attend all meetings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The secretary
shall give, or cause to be given, notice of all meetings of stockholders and
special meetings of the board of directors, and shall perform such other
duties as may from time to time be prescribed by the board of directors, the
chairman of the board or the president, under whose supervision he shall act.
He shall have custody of the seal of the corporation, and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it, and, when so affixed, the seal may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing thereof by his signature. The assistant secretary, or if
there shall be more than one, the assistant secretaries in the order determined
by the board of directors, shall in the absence or disability of the secretary,
perform the duties and exercise the powers of the
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secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 10. The Treasurer and Assistant Treasurers. The treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name
and to the credit of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements; and shall render to
the chairman of the board, president and the board of directors, at its regular
meeting or when the board of directors so requires, an account of the
corporation. If required by the board of directors, the treasurer shall give
the corporation a bond (when shall be rendered every six years) in such sums
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of the office of treasurer
and for the restoration to the corporation, in case of death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in the possession or under the control of the
treasurer belonging to the corporation. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
Section 11. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these by-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the board of
directors.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
Section 1. To the fullest extent permitted by Delaware General
Corporation Law as the same exists or may hereafter be amended, each officer
and director of this Corporation shall be indemnified by the Corporation and
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director or officer. Without
limiting the generality of the foregoing, each person who was or is made a
party or is threatened to be made a party to or is involved in any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, fiduciary, or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee, fiduciary, or agent or in any other capacity while
serving as a director, officer, employee, fiduciary, or agent, shall be
indemnified and held harmless by the corporation to the fullest
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extent authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 2 hereof, the corporation shall indemnify
any such person seeking indemnification in connection with a proceeding
initiated by such person only if such proceeding was authorized by the board of
directors of the corporation. The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, to the extent required by the
Delaware General Corporation Law, the advance payment of such expenses incurred
by a director or officer shall be made only upon delivery to the corporation of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Article or otherwise. The
corporation may, by action, of its board of directors, provide indemnification
to employees and agents of the corporation with the same scope and effect as
the foregoing indemnification of directors and officers.
Section 2. If a claim under Section 1 above is not paid in full by the
corporation within thirty days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any, has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed, but the burden of such defense shall be on the corporation. Neither
the failure of the corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the corporation (including its board of directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
Section 3. The rights to the indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
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Section 4. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, fiduciary, or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Form. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by
the chairman of the board, the president or a vice-president and the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him or her in the corporation. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent other than the corporation or its
employee or (2) by a registrar, other than the corporation or its employee, the
signature of any such president, vice-president, secretary, or assistant
secretary may be a facsimile. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation whether because of death, resignation or otherwise before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation. All certificates for shares shall
be consecutively numbered or otherwise identified. The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled, and
no new certificate shall be issued in replacement until the former certificate
for a like number of shares shall have been surrendered or cancelled, except as
otherwise provided in Section 2 with respect to lost, stolen or destroyed
certificates.
Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 3. Fixing a Record Date. The board of directors may fix in
advance a date, not more than sixty nor less than ten days preceding the date
of any meeting of
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stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining any
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect to any such change, conversion, or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid. If no
record date is fixed, the time 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 day next preceding the day on which the meeting is
held. The time for determining stockholders for any other purpose shall be at
the close of business on the date on which the board of directors adopts the
resolution relating thereto. A determination of stockholders 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.
Section 4. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of the other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.
ARTICLE VIII
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
Section 1. Affiliated Transactions. Subject to the provisions of the
certificate of incorporation and any amendments thereto, no contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board of directors or committee
thereof which authorizes the contract or transaction or solely because his or
their votes are counted for such purposes, if:
(a) The material facts as to his relationship or interest and
as to the contract or transactions are disclosed or are known to the board of
directors or the
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committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or
(b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the time it is
authorized, approved or ratified by the board of directors, a committee
thereof, or the stockholders.
Section 2. Determining Quorum. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee thereof which authorizes any contract or
transaction specified in Section 1 of Article VII.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think in the best interest of the corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.
Section 2. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
Section 4. Corporate Seal. The board of directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and "State
of Delaware."
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Section 5. Securities Owned By Corporation. Voting securities in any
other corporation held by the corporation shall be voted by the president,
unless the board of directors specifically confers authority to vote with
respect thereto, which may be general or confined to specific instances, upon
some other person or officer. Any person authorized to vote securities shall
have the power to appoint proxies, with general power of substitution.
ARTICLE IX
AMENDMENTS
Subject to the provisions of the certificate of incorporation and any
amendments thereto, these by-laws may be amended, altered, or repealed and new
by-laws adopted at any meeting of the board of directors by a majority vote.
The fact that the power to adopt, amend, alter, or repeal the by-laws has been
conferred upon the board of directors shall not divest the stockholders of the
same powers.
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