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EXHIBIT 3.4
BY-LAWS
ARTICLE I - OFFICES
Section 1. The registered office of the corporation shall be at 71
Irvington Street, Westwood, NJ 07675.
Section 2. The corporation may have such other offices either within or
without the state as the board of directors may designate or as the business of
the corporation may require from time to time.
ARTICLE II - SEAL
Section 1. The corporation seal shall have inscribed thereon the name of
the corporation, the year of its creation and the words "Corporate Seal, New
Jersey".
ARTICLE III - SHAREHOLDERS' MEETINGS
Section 1. All meetings of the shareholders shall be held at the
principal office of the corporation, or at such other place or places, either
within or without the State of New Jersey, as may from time to time be selected
by the board of directors.
Section 2. Annual Meetings: The annual meeting of shareholders, after the
year 1998 shall be held on the fifteenth day of March in each year if not a
legal holiday, and if a legal holiday, then on the next full business day
following at 10:00 o'clock a.m., or on such other day as may
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be fixed by the Board, when the shareholders shall elect, by a plurality vote, a
Board of Directors, and transact such other business as may properly be brought
before the meeting.
If the annual meeting for election of directors is not held on the day
designated therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.
Section 3. Special Meetings: Special meetings of the shareholders may be
called by the President or the Board of Directors, and shall be called at the
request in writing to the President by the holder or holders of not less than
ten percent of all the shares entitled to vote at a meeting.
Section 4. Notice of Shareholders' Meetings: Written notice of the time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten or more than sixty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote at the
meeting, unless a greater period of notice is required by statute in a
particular case.
When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
the Board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to notice.
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Section 5. Waiver of Notice: Notice of a meeting need not be given to any
shareholder who signs a waiver of such notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by him.
Whenever shareholders are authorized to take any action after the lapse
of a prescribed period of time, the action may be taken without such lapse if
such requirement is waived in writing, in person or by proxy, before or after
the taking of such action, by every shareholder entitled to vote thereon as of
the date of the taking of such action.
Section 6. Action by shareholders Without Meeting:
(1) Any action required or permitted to be taken at a meeting of
shareholders by statute or the Certificate of Incorporation or By-Laws of the
corporation, may be taken without a meeting if all the shareholders entitled to
vote thereon consent thereto in writing, except that in the case of any action
to be taken pursuant to Chapter 10 of the Business Corporation Act (concerning
mergers, etc.), such action may be taken without a meeting only if all
shareholders entitled to vote consent thereto in writing and the corporation
provides to all other shareholders the advance notification required by
paragraph (2)(b) of this section.
(2) Except as otherwise provided in the Certificate of Incorporation and
subject to the provisions of this subsection,
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any action required or permitted to be taken at a meeting of shareholders by
this Act, the Certificate of Incorporation, or By-Laws, other than the annual
election of directors, may be taken without a meeting upon written consent of
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting.
(a) If any shareholder shall have the right to dissent from a
proposed action, pursuant to Chapter 11 of the Act, the Board shall fix a date
on which written consents are to be tabulated; in any other case, it may fix a
date for tabulation. If no date is fixed, consents may be tabulated as they are
received. No consent shall be counted which is received more than sixty days
after the date of the Board action authorizing the solicitation of consents or,
in a case in which consents, or proxies for consents, are solicited from all
shareholders who would have been entitled to vote at a meeting called to take
such action, more than sixty days after the date of mailing of solicitation of
consents, or proxies for consents.
(b) Except as provided in paragraph (2)(c), the corporation, upon
receipt and tabulation of the requisite number of written consents, shall
promptly notify all non-consenting shareholders, who would have been entitled
to notice of a meeting to vote upon such action, of the action consented to, the
proposed effective date of such action, and any condition precedent to such
action. Such notification shall be given at least twenty days in advance of the
proposed effective date of
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such action in the case of any action taken pursuant to Chapter 10 of the Act,
and at least ten days in advance in the case of any other action.
(c) The corporation need not provide the notification required to
be given by paragraph (2)(b) if it
(i) solicits written consents or proxies for consents from
all shareholders who would have been entitled to vote at a meeting called
to take action, and at the same time gives notice of the proposed action
to all other shareholders who would have been entitled to notice of a
meeting called to vote upon such action;
(ii) advises all shareholders, if any, who are entitled to
dissent from the proposed action, as provided in Chapter 11 of the Act,
of their right to do so and to be paid the fair value of their shares;
and
(iii) fixes a date for tabulation of consents not less
than twenty days, in the case of any proposed action to be taken pursuant
to Chapter 10 of the Act, or not less than ten days in the case of any
other proposed action, and not more than sixty days after the date of
mailing of solicitation of consents or proxies for consents.
(d) Any consent obtained pursuant to paragraph (2)(c) may be
revoked at any time prior to the day fixed for tabulation of consents. Any other
consent may be revoked at any time prior to the day on which the proposed action
could be taken upon compliance with paragraph (2)(b). The revocation must be in
writing and be received by the corporation.
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(3) Whenever action is taken pursuant to subsection (1) or (2), the
written consents of the shareholders consenting thereto or the written report of
inspectors appointed to tabulate such consents shall be filed with the minutes
or proceedings of shareholders.
In case the corporation is involved in a merger, consolidation or other
type of acquisition or disposition regulated by Chapters 10 and 11 of the Act,
the pertinent provisions of the statute should be referred to and strictly
complied with.
Section 7. Fixing Record Date:
(1) The Board may fix, in advance, a date as the record date for
determining the corporation's shareholders with regard to any corporate action
or event and, in particular, for determining the shareholders who are entitled
to
(a) notice of or to vote at any meeting of shareholders of
any adjourned thereof;
(b) give a written consent to any action without a
meeting; or
(c) receive payment of any dividend or allotment of any
right.
The record date may in no case be more than sixty days prior to the
shareholders' meeting or other corporate action or event to which it relates.
The record date for a shareholders' meeting may not be less than ten days
before the date of the meeting. The record date to determine shareholders to
give a written consent may not be more than sixty days before the date fixed
for tabulation of the consents or, if no date has been fixed for tabulation,
more than sixty days before the last day on which
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consents received may be counted.
(2) If no record date is fixed,
(a) the record date for a shareholders' meeting shall be
the close of business on the day next proceeding the day on which notice
is given, or, if no notice is given, the day next preceding the day on
which the meeting is held; and
(b) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the
resolution of the Board relating thereto is adopted.
(3) When a determination of shareholders of record for a shareholders'
meeting has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date under
this section for the adjourned meeting.
Section 8. Voting Lists: The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. A list required by this section may consist of cards arranged
alphabetically or any equipment which permits the visual display of such
information. Such list shall be arranged (a) alphabetically within each class,
series or group of shareholders maintained by the corporation for convenience of
the reference, with the address of and the number of shares held by, each
shareholder; (b) be produced at the time and place of the
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meeting; (c) be subject to the inspection of any shareholder for reasonable
periods during the meeting; (d) and be prima facie evidence as to who are the
shareholders entitled to examine such list or to vote at any meeting.
If the requirements of this section have not been complied with, the
meeting shall, on demand of any shareholder in person or by proxy, be adjourned
until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.
Section 9. Quorum: Unless otherwise provided in the Certificate of
Incorporation or by statute, the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting. The
shareholders present in person or by proxy at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Whenever the holders of any class or series of shares are entitled to
vote separately on a specified item of business, the provisions of this section
shall apply in determining the presence of a quorum of such class or series for
the transaction of such specified item of business.
Section 10. Voting: Each holder of shares with voting rights shall be
entitled to one vote for each such share registered in his name, except as
otherwise provided in the Certificate of Incorporation. Whenever any action,
other than the election of directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes
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cast at a meeting of shareholders by the holders of shares entitled to vote
thereon, unless a greater plurality is required by the Certificate of
Incorporation.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him by proxy. Every proxy shall be executed in writing by the shareholder or
his agent, except that a proxy may be given by a shareholder or his agent by
telegram or cable or by any means of electronic communication which results in a
writing. No proxy shall be valid for more than eleven months unless a longer
period is expressly provided therein. A proxy shall be revocable at will unless
the proxy states that it is irrevocable and is coupled with an interest either
in the stock itself or in the corporation and in particular and without
limitation, if it is held by a pledgee, a person who has purchased or agreed to
purchase the shares, a creditor who is given the proxy in consideration of the
extension of credit to the corporation, a person who has agreed to perform
services as an employee, or a person designated pursuant to the terms of an
agreement as to voting between two or more shareholders. An irrevocable proxy
becomes revocable when the interest which supports the proxy has terminated. The
grant of a later proxy revokes any earlier proxy unless the earlier proxy is
irrevocable. A proxy shall not be revoked by the death or incapacity of the
shareholder, but the proxy shall continue to be in force until revoked by the
personal representative or guardian of the shareholder. The presence at any
meeting of any
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shareholder who has given a proxy does not revoke the proxy unless the
shareholder files written notice of the revocation with the secretary of the
meeting prior to the voting of the proxy or votes the shares subject to the
proxy by written ballot.
Section 11. Elections of Directors: At each election of directors every
shareholder entitled to vote at such election shall have the right to vote the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.
Elections of directors need not be by written ballot unless a shareholder
demands election by ballot at the election and before voting begins.
Section 12. Inspections of Election: The Board may, in advance or any
shareholders' meeting, or the tabulation of written consents of the shareholders
without a meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make a writing thereof. If
inspections to act at any meeting of shareholders are not so appointed or shall
fail to qualify, the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat, shall, make such
appointment.
Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. No person shall be
elected a director in an election for which he has served as an inspector.
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ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be managed
by or under the direction of its Board of Directors, _____ in number. A director
shall be at least eighteen years of age and need not be a United States citizen
or a resident of this state or a shareholder in this corporation. The Directors
named in the Certificate of Incorporation shall hold office until the first
annual meeting of shareholders, and until their successors shall have been
elected and qualified. At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to hold office
until the next succeeding annual meeting. Each director shall hold office for
the term of one year and until his successor shall have been elected and
qualified.
Section 2. First Meeting After Election: After the election of the
directors, the newly elected Board may meet at such place and time as shall be
fixed by the vote of the shareholders at the annual meeting, for the purpose of
organization and otherwise, and no notice of such meeting shall be necessary to
the newly elected directors in order to legally constitute the meeting; provided
a majority of the whole Board shall be present; or such place and time may be
fixed by the consent in writing of the directors.
Section 3. Regular Meetings: Regular meetings of the Board shall be held
without notice on the _________________ at ______ o'clock ______, at the
registered office of
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the corporation, or at such other time and place as shall be determined by the
Board.
Section 4. Quorum: Each director shall have one vote at a meeting of the
board or at meetings of board committees unless the Certificate of Incorporation
provides the director is entitled to more than one vote pursuant to a provision
in the Certificate of Incorporation.
The participation of directors with a majority of the votes of the entire
board, or of any committee thereof, shall constitute a quorum for the
transaction of business, unless the Certificate of Incorporation provides that a
greater or lesser proportion shall constitute a quorum, which in no case shall
be less than one-third of the entire board or committee.
Any action approved by a majority of the votes of directors present at a
meeting at which a quorum is present shall be the act of the board or of a
committee of the board, unless the act, or the Certificate of Incorporation,
requires a greater proportion, including a unanimous vote.
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board or any committee thereof, may be taken without a
meeting if, prior or subsequent to such action, all members of the Board or of
such committee, as the case may be, consent thereto in writing and such written
consents are filed with the minutes of the proceedings of the Board or
committee.
Where appropriate communication facilities are reasonably available, any
or all directors shall have the right to
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participate in all or any part of a meeting of the board or committee of the
board by means of conference telephone or any means of communication by which
all persons participating in the meeting are able to hear each other.
Section 5. Special Meetings: Special meetings of the board may be called
by the President on _____ day notice to each director, either personally or by
mail; special meetings may be called in like manner and on like notice, on the
written request of any director.
Section 6. Waiver of Notice: Notice of any meeting need not be given to
any director who signs a waiver of notice, whether before or after the meeting.
The attendance of any director at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him. Neither the business to be transacted at, nor the
purposes of, any meeting of the board need be specified in the notice or waiver
of notice of such meeting. Notice of an adjourned meeting need not be given if
the time and place are fixed at the meeting adjourning and if the period of
adjournment does not exceed ten days in any one adjournment.
Section 7. Powers of Directors: The board of directors shall have the
full power of management of the business of the corporation. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by these by-laws directed or required to be
exercised or done by the shareholders.
Section 8. Compensation of Directors: The board, by the
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affirmative vote of a majority of directors in office and irrespective of any
personal interest of any of them, shall have authority to establish reasonable
compensation of directors for services to the corporation as directors, officers
or otherwise.
Section 9. Executive Committee: If deemed advisable, the board of
directors, by resolution adopted by a majority of the entire board, may appoint
from among its members an executive committee and one or more other committees,
each of which shall have one or more members. Each committee shall have and
exercise all the authority of the board, except that no such committee shall
make, alter or repeal any by-law of the corporation; elect or appoint any
director, or remove any officer or director; submit to shareholders any action
that requires shareholder approval; or amend or repeal any resolution
theretofore adopted or repealable only by the board.
Actions taken at a meeting of any such committee shall be reported to the
board at its next meeting following such committee meeting; except that, when
the meeting of the board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the board at its
second meeting following such committee meeting.
One or more or all directors of the corporation may be removed for cause
or unless otherwise provided in the Certificate of Incorporation, without cause
by the shareholders by the affirmative vote of the majority of the votes cast by
the holders of shares entitled to vote for the election of directors, except in
any case where cumulative voting is authorized, if less than
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the total number of director then serving on the board is to be removed by the
shareholders, no one of the directors may be so removed if the votes cast
against his removal would be sufficient to elect him if then voted cumulatively
at an election of the entire board; or a director elected by a class vote may be
removed only by a class vote of the holders of shares entitled to vote for his
election; or if the Certificate of Incorporation requires a greater vote than a
plurality of the votes cast for the election of directors, no director may be
removed except by the greater vote required to elect him and shareholders of a
corporation whose board of directors is classified as provided in 14A:6-4(1)
shall not be entitled to remove directors without cause.
ARTICLE V - OFFICERS
Section 1. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer, and, if desired, a Chairman of the Board, one or more
Vice Presidents, and such other officers as may be required. They shall be
annually elected by the board of directors and shall hold office for one year
and until successors are elected and have qualified, subject to earlier
termination by removal or resignation. The board may also choose such employees
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall have such authority and shall perform such duties as from time
to time shall be prescribed by the board.
Any two or more offices may be held by the same person but no officer
shall execute, acknowledge, or verify any instrument
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in more than one capacity if such instrument is required by law or by these
by-laws to be executed, acknowledged, or verified by two or more officers.
Section 2. Salaries: The salaries of all officers, employees and agents
of the corporation shall be fixed by the board of directors.
Section 3. Removal: Any officer elected by the board of directors may be
removed by the board with or without cause. An officer elected by the
shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
board for cause.
Section 4. President: The President shall be the chief executive officer
of the corporation; he shall preside at all meetings of shareholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the board are carried
into effect, subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
general powers and duties of supervision and management usually vested in the
office of President of a corporation.
Section 5. Vice President: The Vice President, if one has been appointed,
shall be vested with all the powers and be
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required to perform all duties of the President in his absence.
Section 6. Chairman of the Board: The Chairman of the Board, if one has
been appointed, shall exercise such powers and perform such duties as shall be
provided in the resolution proposing that a Chairman of the Board be elected.
Section 7. Secretary: The Secretary shall keep full minutes of all
meetings of the shareholders and directors; he shall be EX-OFFICIO Secretary of
the board of directors; he shall attend all sessions of the board, shall act as
clerk thereof, and record all votes and minutes of all proceedings in a book to
be kept for that purpose; and shall perform like duties for the standing
committees when required. He shall give or cause to be given, notice of all
meetings of the shareholders of the corporation and the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or the President, under whose supervision he shall be.
Section 8. Treasurer: The Treasurer shall keep full and accurate accounts
of the receipts and disbursements in books belonging to the corporation, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation, in such depositories as may be designated by the
board of directors.
He shall disburse the funds of the corporation as may be ordered by the
board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at regular meetings of the board, or whenever they may
require it, an account of all transactions as Treasurer and of the financial
condition of the corporation, and shall submit a full
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financial report at the annual meeting of the shareholders.
ARTICLE VI - VACANCIES
Section 1. Directors: Any directorship not filled at the annual meeting,
any vacancy, however caused, occurring in the Board and newly created
directorships resulting from an increase in the authorized number of directors
may be filled by the affirmative vote of a majority of the remaining directors
even though less than a quorum of the Board, or by a sole remaining director. A
director so elected by the Board shall hold office until his successor shall
have been elected and qualified.
If by reason of death, resignation or other cause the corporation has no
directors in office, any shareholder or the executor or administrator of a
deceased shareholder may call a special meeting of the shareholders for the
election of directors and over his own signature, shall give notice of said
meeting, except to the extent that such notice is waived.
Section 2. Officers: Any vacancy occurring among the officers, however
caused, shall be filled by the Board of Directors.
Section 3. Resignations: Any director or other officer may resign by
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.
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ARTICLE VII - SHARE CERTIFICATES
Section 1. The share certificates of the corporation shall be numbered
and registered in the transfer records of the corporation as they are issued.
They shall bear the corporate seal, or a facsimile thereof, and be signed by the
Section 2. Transfers: All transfers of the shares of the corporation
shall be made upon the books of the corporation by the holders of the shares in
person, or by his legal representatives. Share certificates shall be surrendered
and cancelled at the time of transfer.
Section 3. Loss of Certificates: In the event that a share certificate
shall be lost, destroyed or mutilated, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.
ARTICLE VIII - BOOKS AND ACCOUNTS
Section 1. The corporation shall keep books and records of account and
minutes of the proceedings of the shareholders, board of directors and executive
committee, if any. Such books, records and minutes may be kept outside of this
state. The corporation shall keep at its principal office, its registered
office, or at the office of a transfer agent, a record or records containing the
names and addresses of all shareholders, the number, class, and series of shares
held by each and the dates when they respectively became owners of record
thereof. Any of the foregoing books, minutes or records may be in written form
or
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in any other form capable of being converted into readable form within a
reasonable time. The corporation shall convert into readable form without charge
any such records not in such form, upon the written request of any person
entitled to inspect them.
Section 2. Upon the written request of any shareholder, the corporation
shall mail to such shareholder its balance sheet as at the end of the preceding
fiscal year, and its profit and loss and surplus statement for such fiscal year.
Section 3. Inspection: Any person who shall have been a shareholder of
record of the corporation for at least six months immediately preceding his
demand, or any person holding, or so authorized in writing by the holders of, at
least five percent of the outstanding shares of any class or series, upon at
least five days' written demand shall have the right for any proper purpose to
examine in person or by agent or attorney, during usual business hours, the
minutes of the proceedings of the shareholders and record of shareholders and to
make extracts therefrom at the places where the same are kept.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Monetary Disbursements: All checks or demands for money and
notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year of the corporation shall begin on
the first-day of
Section 3. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation
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from time to time and to such extent as they deem advisable, in the manner and
upon the terms and conditions provided by statute and the Certificate of
Incorporation.
Section 4. Reserve: Before payment of any dividend there may be set aside
such sum or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for the
equalizing of dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such reserve
in the manner in which it was created.
Section 5. Giving Notice: Whenever written notice is required to be given
to any person, it may be given by personal delivery to the person to whom it is
directed or by sending a copy thereof by mail or certified mail. If notice is
given by mail, the notice shall be deemed to be given when deposited in the mail
addressed to the person to whom it is directed at his last address as it appears
on the records of the corporation, with postage prepaid thereon. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
shareholders' meeting, the general nature of the business to be transacted. In
computing the period of time for the giving of any notice required or permitted
by statute, or by the Certificate of Incorporation or by these by-laws or any
resolution of the board of directors or shareholders, the day on which the
notice is given shall be excluded, and the day on which the matter noticed is to
occur shall be included.
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Section 6. Loans to Officers or Employees: The corporation may lend money
to, or guarantee any obligation of, or otherwise assist, any officer or other
employee of the corporation or of any subsidiary, wherever it may reasonably be
expected to benefit the corporation. If the officer or employee is also a
director of the corporation, such loan, guarantee or assistance, unless pursuant
to a plan adopted by the shareholders in accordance with the provisions of
Chapter 8 of the act (Employee Benefit Plans), shall be authorized by a majority
of the entire board of directors. The loan, guarantee or other assistance may be
made with or without interest, and may be unsecured, or secured in such manner
as the board shall approve, including, without limitation, a pledge of shares of
the corporation, and may be made upon such other terms and conditions as the
board may determine.
Section 7. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which is disallowed by the
Internal Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of the
directors, as a board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been recovered.
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ARTICLE X - INDEMNIFICATION
Section 1. Indemnification of Directors and Officers: To the full extent
permitted by the laws of the state of New Jersey, as they exist on the date
hereof or as they may hereafter be amended, the corporation shall indemnify any
person who is or was a director, officer, employee or other agent of the
corporation or of any constituent corporation absorbed by this corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise serving as such at the
request of the corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent, (an
"indemnitee") who was or is involved in any manner (including without
limitation, as a party or witness) in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Corporation
to procure a judgment in its favor) (a "Proceeding"), or who is threatened with
being so involved, by reason of the fact that he or she was a director or
officer of the Corporation or, while serving as a director or officer of the
Corporation, is or was at the request of the Corporation also serving as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including, without limitation, any employee
benefit plan), against all expenses (including attorneys' fees), judgments,
fines, penalties, excise
<PAGE> 24
taxes and amounts paid in settlement and reasonably incurred by the Indemnitee
in connection with such Proceeding, provided that, there shall be no
indemnification hereunder with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or disposition. The right of
indemnification created by this Article shall be a contract right enforceable by
an Indemnitee against the Corporation, and it shall be exclusive of any other
rights to which an Indemnitee may otherwise be entitled. The provisions of this
Article shall inure to the benefit of the heirs and legal representatives of an
Indemnitee and shall be applicable to proceedings commenced or continuing after
the adoption of this Article, whether arising from acts or omissions occurring
before or after such adoption. No amendment, alteration, change or repeal of or
to these By-Laws shall deprive any Indemnitee of any rights under this Article
with respect to any act or omission of such Indemnitee occurring prior to such
amendment, alteration, change, addition or repeal.
ARTICLE XI - RELIANCE ON CORPORATE RECORDS BY DIRECTORS
Section 1. Liability of Directors; Reliance on Corporate Records:
Directors and members of any committee designated by the Board shall discharge
their duties in good faith and with that degree of diligence, care and skill
which ordinarily prudent people would exercise under similar circumstances in
like positions. In discharging their duties, directors and members of any
committee designated by the Board shall not be liable if,
<PAGE> 25
acting in good faith, they rely upon the opinion of counsel for the corporation
or upon written reports setting forth financial data concerning the corporation
and prepared by an independent public accountant or certified public accountant
or firm of such accountants or upon financial statements, books of accounts or
reports of the corporation represented to them to be correct by the President,
the officer of the corporation having charge of its books of account, or the
person presiding at a meeting of the board, or upon written reports of
committees of the board.
ARTICLE XII - EMPLOYEE BENEFIT PLANS
Section 1. Employee benefit plans may be adopted, amended or terminated
by the board, a committee of the board, or officers to whom the responsibility
has been designated. Notwithstanding the foregoing any plan for the issuance of
shares shall be initially adopted by the board or any committee thereof.
ARTICLE XIII - AMENDMENTS
Section 1. The board of directors shall have the power to make, alter and
repeal these By-Laws, but By-Laws made by the board may be altered or repealed,
and new By-Laws may be made, by the shareholders.
