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EXHIBIT 3.2
FORM OF AMENDED AND RESTATED BY-LAWS
AMENDED AND RESTATED
BY-LAWS
OF
THE NEW D&B CORPORATION
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ARTICLE I
STOCKHOLDERS
Section 1. The annual meeting of the stockholders of the corporation for
the purpose of electing directors and for the transaction of such other business
as may properly be brought before the meeting shall be held on such date, and at
such time and place within or without the State of Delaware as may be designated
from time to time by the Board of Directors.
Section 2. Special meetings of the stockholders shall be called at any
time by the Secretary or any other officer, whenever directed by the Board of
Directors or by the Chief Executive Officer. The purpose or purposes of the
proposed meeting shall be included in the notice setting forth such call.
Section 3. Except as otherwise provided by law, notice of the time, place
and, in the case of a special meeting, the purpose or purposes of the meeting of
stockholders shall be delivered personally, mailed or otherwise given by any
other lawful means not earlier than sixty, nor less than ten, days previous
thereto, to each stockholder of record entitled to vote at the meeting at such
address as appears on the records of the corporation.
Section 4. The holders of a majority in voting power of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Restated Certificate of Incorporation; but if at any regularly called meeting of
stockholders there be less than a quorum present, the stockholders present may
adjourn the meeting from time to time without further notice other than
announcement at the meeting until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if, after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 5. The Chairman of the Board, or in the Chairman's absence or at
the Chairman's direction, the Chief Executive Officer, or in the Chief Executive
Officer's absence or at the Chief Executive Officer's direction, any officer of
the corporation shall call all meetings of the stockholders to order and shall
act as Chairman of such meeting. The Secretary of the corporation or, in such
officer's absence, an Assistant Secretary shall act as secretary of the meeting.
If neither the Secretary nor an Assistant Secretary is present, the Chairman of
the meeting shall appoint a secretary of the meeting. Unless otherwise
determined by the Board of Directors prior to the meeting, the Chairman of the
meeting shall determine the order of business and shall have the authority in
his or her discretion to regulate the conduct of any such meeting, including,
without limitation, by imposing restrictions on the persons (other than
stockholders of the corporation or their duly appointed proxies) who may attend
any such meeting, whether any stockholder or stockholders' proxy may be excluded
from any meeting of stockholders based upon any determination by the Chairman,
in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings thereat, and the circumstances in which any
person may make a statement or ask questions at any meeting of stockholders. The
Chairman of the meeting shall have authority to adjourn any meeting of
stockholders.
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Section 6. At all meetings of stockholders, any stockholder entitled to
vote thereat shall be entitled to vote in person or by proxy, but no proxy shall
be voted after three years from its date, unless such proxy provides for a
longer period. Without limiting the manner in which a stockholder may authorize
another person or persons to act for the stockholder as proxy pursuant to the
General Corporation Law of the State of Delaware, the following shall constitute
a valid means by which a stockholder may grant such authority: (1) a stockholder
may execute a writing authorizing another person or persons to act for the
stockholder as proxy, and execution of the writing may be accomplished by the
stockholder or the stockholder's authorized officer, director, employee or agent
signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature; or (2) a stockholder may authorize another person or persons to act
for the stockholder as proxy by transmitting or authorizing the transmission of
a telegram, cablegram, or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission, provided that any
such telegram, cablegram or other means of electronic transmission must either
set forth or be submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the judge or judges of stockholder votes or,
if there are no such judges, such other persons making that determination shall
specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of a
writing or transmission created pursuant to the preceding paragraph of this
Section 6 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.
Proxies shall be filed with or otherwise delivered to the Secretary of the
meeting prior to or at the commencement of the meeting to which they relate.
Section 7. When a quorum is present at any meeting, the vote of the
holders of a majority in voting power of the stock present in person or
represented by proxy and entitled to vote on the matter shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of statute or applicable stock exchange or other rules or
regulations or of the Restated Certificate of Incorporation or these By-Laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 8. In order that the corporation may determine the stockholders
(a) entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or (b) entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date (i) in the case of clause (a) above, shall not
be more than sixty nor less than ten days before the date of such meeting, and
(ii) in the case of clause (b) above, shall not be more than sixty days prior to
such action. If for any reason the Board of Directors shall not have fixed a
record date for any such purpose, the record date for such purpose shall be
determined as provided by law. Only those stockholders of record on the date so
fixed or determined shall be entitled to any of the foregoing rights,
notwithstanding the transfer of any such stock on the books of the corporation
after any such record date so fixed or determined.
Section 9. The officer who has charge of the stock ledger of the
corporation shall prepare and make at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least ten days prior to the meeting,
as required by applicable law.
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Section 10. The Board of Directors, in advance of all meetings of the
stockholders, shall appoint one or more judges of stockholder votes, who may be
stockholders or their proxies, but not directors of the corporation or
candidates for office. In the event that the Board of Directors fails to so
appoint judges of stockholder votes or, in the event that one or more judges of
stockholder votes previously designated by the Board of Directors fails to
appear or act at the meeting of stockholders, the Chairman of the meeting may
appoint one or more judges of stockholder votes to fill such vacancy or
vacancies. Judges of stockholder votes appointed to act at any meeting of the
stockholders, before entering upon the discharge of their duties, shall be sworn
faithfully to execute the duties of judge of stockholder votes with strict
impartiality and according to the best of their ability and the oath so taken
shall be subscribed by them. Judges of stockholder votes shall, subject to the
power of the Chairman of the meeting to open and close the polls, take charge of
the polls, and, after the voting, shall make a certificate of the result of the
vote taken.
Section 11. (A) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the corporation's notice of
meeting delivered pursuant to Article 1, Section 3 of these By-Laws, (b) by or
at the direction of the Chairman of the Board or (c) by any stockholder of the
corporation who is entitled to vote at the meeting, who complied with the notice
procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this
By-Law and who was a stockholder of record at the time such notice is delivered
to the Secretary of the corporation.
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this By-Law, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation, and, in the case of business other than
nominations, such other business must be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not less than ninety days nor
more than one hundred twenty days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than twenty days, or delayed by
more than seventy days, from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the one hundred twentieth day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made. For purposes of the first annual meeting of stockholders held after
2000, the first anniversary of the 2000 annual meeting of stockholders shall be
deemed to be April 18, 2001. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the By-Laws of the
corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, (iii) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business or
nomination, and (iv) a representation whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends (x) to deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
the corporation's outstanding capital stock required to approve or adopt the
proposal or elect the nominee and/or (y) otherwise to solicit proxies from
stockholders in support of such proposal or nomination. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the corporation of his or
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her intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual meeting. The
corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the corporation.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-Law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the corporation is increased and there is
no public announcement naming all of the nominees for the additional
directorships at least eighty days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this By-Law
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the corporation.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting pursuant to Article
I, Section 2 of these By-Laws. Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
stockholder of the corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this By-Law and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the corporation. Nominations of stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders if the
stockholder's notice as required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the one hundred twentieth day prior to such special meeting and
not later than the close of business on the later of the ninetieth day prior to
such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
(C) General. (1) Only persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to be elected at an annual
or special meeting of stockholders of the corporation to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. Except as otherwise provided by law, the Restated Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine (a) whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this By-Law (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this By-Law)
and (b) if any proposed nomination or business is not in compliance with this
By-Law, to declare that such defective nomination shall be disregarded or that
such proposed business shall not be transacted. Notwithstanding the foregoing
provisions of this By-Law, if the stockholder (or a qualified representative of
the stockholder) does not appear at the annual or special meeting of
stockholders of the corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the corporation.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
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(3) For purposes of this By-Law, no adjournment nor notice of adjournment
of any meeting shall be deemed to constitute a new notice of such meeting for
purposes of this Section 11, and in order for any notification required to be
delivered by a stockholder pursuant to this Section 11 to be timely, such
notification must be delivered within the periods set forth above with respect
to the originally scheduled meeting.
(4) Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights (a) of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of
any series of Preferred Stock or Series Common Stock of the corporation to elect
directors pursuant to any applicable provisions of the Restated Certificate of
Incorporation of the corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. The Board of Directors of the corporation shall consist of such
number of directors, not less than three nor more than 15, as shall from time to
time be fixed exclusively by resolution of the Board of Directors. The directors
shall be divided into three classes in the manner set forth in the Restated
Certificate of Incorporation of the corporation, each class to be elected for
the term set forth therein. Directors shall (except as hereinafter provided for
the filling of vacancies and newly created directorships) be elected by the
holders of a plurality of the voting power present in person or represented by
proxy and entitled to vote. A majority of the total number of directors then in
office (but not less than one-third of the number of directors constituting the
entire Board of Directors) shall constitute a quorum for the transaction of
business and, except as otherwise provided by law or by the corporation's
Restated Certificate of Incorporation, the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. Directors need not be stockholders.
Section 2. Newly created directorships in the Board of Directors that
result from an increase in the number of directors and any vacancy occurring in
the Board of Directors may be filled only by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director; and the
directors so chosen shall hold office for a term as set forth in the Restated
Certificate of Incorporation of the corporation. If any applicable provision of
the General Corporation Law of the State of Delaware expressly confers power on
stockholders to fill such a directorship at a special meeting of stockholders,
such a directorship may be filled at such meeting only by the affirmative vote
of at least 80 percent in voting power of all shares of the corporation entitled
to vote generally in the election of directors, voting as a single class.
Section 3. Meetings of the Board of Directors shall be held at such place
within or without the State of Delaware as may from time to time be fixed by
resolution of the Board or as may be specified in the notice of any meeting.
Regular meetings of the Board of Directors shall be held at such times as may
from time to time be fixed by resolution of the Board and special meetings may
be held at any time upon the call of the Chairman of the Board or the President,
by oral, or written notice including, telegraph, telex or transmission of a
telecopy, e-mail or other means of transmission, duly served on or sent or
mailed to each director not less than one day before the meeting. The notice of
any meeting need not specify the purposes thereof. A meeting of the Board may be
held without notice immediately after the annual meeting of stockholders at the
same place at which such meeting is held. Notice need not be given of regular
meetings of the Board held at times fixed by resolution of the Board. Notice of
any meeting need not be given to any director who shall attend such meeting in
person (except when the director attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened), or who shall waive
notice thereof, before or after such meeting, in accordance with applicable law.
Section 4. Notwithstanding the foregoing, whenever the holders of any one
or more series of Preferred Stock or Series Common Stock issued by the
corporation shall have the right, voting separately by series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, removal, filling of
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vacancies and other features of such directorships shall be governed by the
terms of the Restated Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to Article
SEVENTH of the Restated Certificate of Incorporation unless expressly provided
by such terms. The number of directors that may be elected by the holders of any
such series of Preferred Stock or Series Common Stock shall be in addition to
the number fixed by or pursuant to the By-Laws. Except as otherwise expressly
provided in the terms of such series, the number of directors that may be so
elected by the holders of any such series of stock shall be elected for terms
expiring at the next annual meeting of stockholders and without regard to the
classification of the members of the Board of Directors as set forth in Section
1 hereof, and vacancies among directors so elected by the separate vote of the
holders of any such series of Preferred Stock or Series Common Stock shall be
filled by the affirmative vote of a majority of the remaining directors elected
by such series, or, if there are no such remaining directors, by the holders of
such series in the same manner in which such series initially elected a
director.
Section 5. If at any meeting for the election of directors, the
corporation has outstanding more than one class of stock, and one or more such
classes or series thereof are entitled to vote separately as a class, and there
shall be a quorum of only one such class or series of stock, that class or
series of stock shall be entitled to elect its quota of directors
notwithstanding absence of a quorum of the other class or series of stock.
Section 6. The Board of Directors may designate three or more directors to
constitute an executive committee, one of whom shall be designated Chairman of
such committee. The members of such committee shall hold such office until the
next election of the Board of Directors and until their successors are elected
and qualify. Any vacancy occurring in the committee shall be filled by the Board
of Directors. Regular meetings of the committee shall be held at such times and
on such notice and at such places as it may from time to time determine. The
committee shall act, advise with and aid the officers of the corporation in all
matters concerning its interest and the management of its business, and shall
generally perform such duties and exercise such powers as may from time to time
be delegated to it by the Board of Directors, and shall have authority to
exercise all the powers of the Board of Directors, so far as may be permitted by
law, in the management of the business and the affairs of the corporation
whenever the Board of Directors is not in session or whenever a quorum of the
Board of Directors fails to attend any regular or special meeting of such Board.
Without limiting the generality of the foregoing grant of authority, the
executive committee is expressly authorized to declare dividends, whether
regular or special, to authorize the issuance of stock of the corporation and to
adopt a certificate of ownership and merger pursuant to Section 253 or any
successor provision of the General Corporation Law of the State of Delaware. The
committee shall have power to authorize the seal of the corporation to be
affixed to all papers which are required by the General Corporation Law of the
State of Delaware to have the seal affixed thereto. The fact that the executive
committee has acted shall be conclusive evidence that the Board of Directors was
not in session at such time or that a quorum of the Board had failed to attend
the regular or special meeting thereof.
The executive committee shall keep regular minutes of its transactions and
shall cause them to be recorded in a book kept in the office of the corporation
designated for that purpose, and shall report the same to the Board of Directors
at their regular meeting. The committee shall make and adopt its own rules for
the government thereof and shall elect its own officers.
Section 7. The Board of Directors may from time to time establish such
other committees to serve at the pleasure of the Board which shall be comprised
of such members of the Board and have such duties as the Board shall from time
to time establish. Any director may belong to any number of committees of the
Board. In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of any such absent or
disqualified member. The Board may also establish such other committees with
such members (whether or not directors) and such duties as the Board may from
time to time determine.
Section 8. Unless otherwise restricted by the Restated Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee
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thereof may be taken without a meeting if all members of the Board or committee,
as the case may be, consent thereto in accordance with applicable law.
Section 9. The members of the Board of Directors or any committee thereof
may participate in a meeting of such Board or committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this subsection shall constitute presence
in person at such a meeting.
Section 10. The Board of Directors may establish policies for the
compensation of directors and for the reimbursement of the expenses of
directors, in each case, in connection with services provided by directors to
the corporation.
ARTICLE III
OFFICERS
Section 1. The Board of Directors, as soon as may be after each annual
meeting of the stockholders, shall elect officers of the corporation, including
a Chairman of the Board or President and a Secretary. The Board of Directors may
also from time to time elect such other officers (including one or more Vice
Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers) as it may deem
proper or may delegate to any elected officer of the corporation the power to
appoint and remove any such other officers and to prescribe their respective
terms of office, authorities and duties. Any Vice President may be designated
Executive, Senior or Corporate, or may be given such other designation or
combination of designations as the Board of Directors may determine. Any two or
more offices may be held by the same person.
Section 2. All officers of the corporation elected by the Board of
Directors shall hold office for such term as may be determined by the Board of
Directors or until their respective successors are chosen and qualified. Any
officer may be removed from office at any time either with or without cause by
the affirmative vote of a majority of the members of the Board then in office,
or, in the case of appointed officers, by any elected officer upon whom such
power of removal shall have been conferred by the Board of Directors.
Section 3. Each of the officers of the corporation elected by the Board of
Directors or appointed by an officer in accordance with these By-laws shall have
the powers and duties prescribed by law, by the By-Laws or by the Board of
Directors and, in the case of appointed officers, the powers and duties
prescribed by the appointing officer, and, unless otherwise prescribed by the
By-Laws or by the Board of Directors or such appointing officer, shall have such
further powers and duties as ordinarily pertain to that office. The Chairman of
the Board or the President, as determined by the Board of Directors, shall be
the Chief Executive Officer and shall have the general direction of the affairs
of the corporation.
Section 4. Unless otherwise provided in these By-Laws, in the absence or
disability of any officer of the corporation, the Board of Directors may, during
such period, delegate such officer's powers and duties to any other officer or
to any director and the person to whom such powers and duties are delegated
shall, for the time being, hold such office.
ARTICLE IV
CERTIFICATES OF STOCK
Section 1. The shares of stock of the corporation shall be represented by
certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of the
corporation's stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the
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corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or the Secretary of the corporation, or as
otherwise permitted by law, representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile.
Section 2. Transfers of stock shall be made on the books of the
corporation by the holder of the shares in person or by such holder's attorney
upon surrender and cancellation of certificates for a like number of shares, or
as otherwise provided by law with respect to uncertificated shares.
Section 3. No certificate for shares of stock in the corporation shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction and upon delivery to the corporation of a bond of indemnity in such
amount, upon such terms and secured by such surety, as the Board of Directors in
its discretion may require.
ARTICLE V
CORPORATE BOOKS
The books of the corporation may be kept outside of the State of Delaware
at such place or places as the Board of Directors may from time to time
determine.
ARTICLE VI
CHECKS, NOTES, PROXIES, ETC.
All checks and drafts on the corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be hereunto authorized from time to time by
the Board of Directors. Proxies to vote and consents with respect to securities
of other corporations owned by or standing in the name of the corporation may be
executed and delivered from time to time on behalf of the corporation by the
Chairman of the Board, the President, or by such officers as the Board of
Directors may from time to time determine.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December following.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation. In lieu of the corporate seal, when so authorized by the Board of
Directors or a duly empowered committee thereof, a facsimile thereof may be
impressed or affixed or reproduced.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting of the stockholders or,
in the case of a meeting of the Board of Directors, in a notice given not less
than two days prior to the meeting; provided, however, that, notwithstanding any
other provisions of these By-Laws or any provision of law which might otherwise
permit a lesser vote of the stockholders, the affirmative vote of the
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holders of at least 80 percent in voting power of all shares of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required in order for the stockholders to alter, amend or
repeal Section 2 and Section 11 of Article I, Sections 1 and 2 of Article II or
this proviso to this Article IX of these By-Laws or to adopt any provision
inconsistent with any of such Sections or with this proviso.
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