BYLAWS
OF
ANALYST EXPRESS, INC.
ARTICLE I
Stockholders
Section 1.1 Annual Meeting. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.
Section 1.2 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Board of Directors or the chief executive officer and shall be held at
such place, on such date, and at such time as they or he shall fix.
Section 1.3 Notice of Meetings. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, not less than ten nor
more than sixty days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time
to time by the General Corporation Law of the State of Delaware or the
Certificate of Incorporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date, and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 1.4 Quorum. At any meeting of the stockholders, the holders of
a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 1.5 Organization. Such person as the Board of Directors may
have designated or, in the absence of such a person, the highest ranking officer
of the corporation who is present shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the corporation, the secretary of the meeting shall be such person as the
chairman appoints.
Section 1.6 Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order. Action may be taken by the shareholders
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
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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.
Section 1.7 Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing filed in accordance with the procedure established for
the meeting.
Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting.
All elections shall be determined by a plurality of the votes cast,
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast.
Section 1.8 Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder, and the number
of shares registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the 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 the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.
ARTICLE II
Board of Directors
Section 2.1. Number and Term of Office. The number of directors who
shall constitute the whole board shall be such number not less than one nor more
than nine as the Board of Directors at the time have designated. Each director
shall be elected for a term of one year and until his successor is elected and
qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
Section 2.2 Vacancies. If the office of any director becomes vacant by
reason of death, resignation, disqualification, removal or other cause, a
majority of the directors remaining in office, although less than a quorum, may
elect a successor for the unexpired term and until his successor is elected and
qualified.
Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, or at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required.
Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be called by one-third of the directors then in office or by the
chief executive officer and shall be held at such place, on such date, and at
such time as they or he shall fix. Notice of the place, date, and time of each
such special meeting shall be given each director by whom it is not waived by
mailing written notice not less than three days before the meeting or
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by telegraphing the same not less than eighteen hours before the meeting. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
Section 2.5 Quorum. At any meeting of the Board of Directors, one-third
of the total number of the whole board, but not less than one, shall constitute
a quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another place, date, or
time, without further notice or waiver thereof.
Section 2.6 Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such board or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other. Such participation shall constitute presence in person at
such meeting.
Section 2.7 Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the board
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
Section 2.8 Powers. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the corporation, including, without limiting the
generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine.
(3) To authorize creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
(4) To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;
(5) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement or other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and
(8) To adopt from time to time regulations, not inconsistent with these
Bylaws, for the management of the corporation's business and affairs.
Section 2.9 Compensation of Directors. Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fees and other compensation
for their services as directors, including, without limitation, their services
as members of committees of the directors.
ARTICLE III
Committees
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Section 3.1 Committees of the Board of Directors. The Board of
Directors, by a vote of a majority of the whole board, may from time to time
designate committees of the board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified
member at any meeting of the committee. Any committee so designated may exercise
the power and authority of the Board of Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the -meeting in the place of the absent or disqualified member.
Section 3.2 Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings;
one-third of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.
ARTICLE IV
Officers
Section 4.1 Generally. The officers of the corporation shall consist of
president, one or more vice presidents, a secretary, a treasurer and such other
subordinate officers as may from time to time be appointed by the Board of
Directors. Officers shall be elected by the Board of Directors, which shall
consider that subject at its first meeting after every annual meeting of
stockholders. Each officer shall hold his office until his successor is elected
and qualified or until his earlier resignation or removal. The President shall
be a member of the Board of Directors. Any number of offices may be held by the
same person.
Section 4.2 President. The President shall be the chief executive
officer of the corporation. Subject to the provisions of these Bylaws and to the
direction of the Board of Directors, he shall have the responsibility for the
general management and control of the affairs and business of the corporation
and shall perform all duties and have all powers which are commonly incident to
the office of chief executive or which are delegated to him by the Board of
Directors. He shall have power to sign all stock certificates, contracts and
other instruments of the corporation which are authorized. He shall have general
supervision and direction of all of the other officers and agents of the
corporation.
Section 4.3 Vice Presidents. Each Vice President shall perform such
duties as the Board of Directors shall prescribe. In the absence or disability
of the President, the Vice President who has served in such capacity for the
longest time shall perform the duties and exercise the powers of the President.
Section 4.4 Treasurer. The Treasurer shall have the custody of all
monies and securities of the corporation and shall keep regular books of
account. He shall make such disbursements of the funds of the corporation as are
proper and shall render from time to time an account of all such transactions
and of the final condition of the corporation.
Section 4.5 Secretary. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. He shall have charge of the corporate books.
Section 4.6 Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.
Section 4.7 Removal. Any officer of the corporation may be removed at
any time, with or without cause, by the Board of Directors.
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Section 4.8 Action with Respect to Securities of other corporations.
Unless otherwise directed by the Board of Directors, the President shall have
power to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE V
Right of Indemnification of Directors, officers and Others
Section 5.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person for whom he or
she is the legal representative is or was a director or officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director or officer, employee 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 or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the corporation to the fullest
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 such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment) against all expenses, liability and loss (including attorney's 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. Such right shall be a contract right and shall include the right to
be paid by the corporation expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such
expenses incurred by a director or officer of the corporation in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, 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 should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.
Section 5.2 Right of claimant to Bring Suit. If a claim under Section
5.1 is not paid in full by the corporation within 60 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 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 proving 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 had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of conduct.
Section 5.3 Non-Exclusivity of Rights. The rights conferred by Sections
5.1 and 5.2 shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
Section 5.4 Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee 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
Stock
Section 6.1 Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the corporation by, the President
or a vice president, and by the secretary or an assistant secretary, or the
treasurer or an assistant treasurer, certifying the number of shares owned by
him. Any of or all the signatures on the certificate may be facsimile.
Section 6.2 Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the corporation kept at an office of the corporation
or by transfer agents designated to transfer shares of the stock of the
corporation. Except where a certificate is issued in accordance with Section 6.4
of Article VI of these Bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.
Section 6.3 Record Date. The Board of Directors may fix a record date,
which shall not be more than 60 nor less than 10 days before the date of any
meeting of stockholders, nor more than 60 days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.
Section 6.4 Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
Section 6.5 Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE VII
Notices
Section 7.1 Notices. Whenever notice is required to be given to any
stockholder, director, officer, or agent, such requirement shall not be
construed to mean personal notice. Such notice may in every instance be
effectively given by deposing a writing in a post office or letter box, in a
postpaid, sealed wrapper, or by dispatching a prepaid telegram, addressed to
such stockholder, director, officer, or agent at his or her address as the same
appears on the books of the corporation. The time when such notice is dispatched
shall be the time of the giving of the notice.
Section 7.2 Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, or agent, whether before or after the time of
the event for which notice is to be given, shall be deemed equivalent to the
notice required to be given to such stockholder, director, officer, or agent.
Neither the business nor the purpose of any meeting need be specified in such a
waiver.
ARTICLE VIII
Miscellaneous
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Section 8.1 Facsimile Signature. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized by these Bylaws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
Section 8.2 Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the corporation, which seal shall be in
the custody of the secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
treasurer or by the assistant secretary or assistant treasurer.
Section 8.3 Reliance Upon Books, Reports, and Records. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the corporation, including reports made to the corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
Section 8.4 Fiscal Year. The fiscal year of the corporation shall be as
fixed by the Board of Directors.
Section 8.5 Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not done a specified number of days prior
to an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
ARTICLE IX
Amendments
Section 9.1 Amendments. These Bylaws may be amended or repealed by the
Board of Directors at any meeting or by the stockholders at any meeting.
Adopted this 17th day of June, 1988.
