EXHIBIT 3.2
BYLAWS
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BIOQUEST INTERNATIONAL INC.
BYLAWS
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TABLE OF CONTENTS Page
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ARTICLE I OFFICES.....................................................1
Section 1. Principal Office .........................................1
Section 2. Registered Office in State of Incorporation ...............1
Section 3. Other Offices .............................................1
ARTICLE II CORPORATE SEAL..............................................1
ARTICLE III STOCKHOLDERS' MEETINGS......................................1
Section 1. Stockholders' Meetings.....................................1
Section 2. Annual Meetings............................................1
Section 3. Election of Directors......................................1
Section 4. Special Meetings...........................................1
Section 5. Quorum.....................................................2
Section 6. Proxies....................................................2
Section 7. Joint Owners of Stock......................................2
Section 8. List of Stockholders.......................................2
Section 9. Notice of Meetings.........................................2
Section 10. Consent in Lieu of Meetings.................................3
Section 11. Organization................................................3
ARTICLE IV DIRECTORS.....................................................3
Section 1. Number and Term of Office..................................3
Section 2. Power......................................................3
Section 3. Regular Meetings...........................................3
Section 4. Quorum.....................................................4
Section 5. Vacancies..................................................4
Section 6. Resignations Effective at Future Date......................4
Section 7. Removal....................................................5
Section 8. Action Without Meeting.....................................5
Section 9. Fees and Compensation......................................5
Section 10. Committees..................................................5
Section 11. Organization................................................5
ARTICLE V OFFICERS.....................................................5
Section 1. Officers Designated and Salaries...........................5
Section 2. Term of Office.............................................5
Section 3. Chairman...................................................5
Section 4. President and Chief Executive Officer......................6
Section 5. Secretary..................................................6
Section 6. Chief Financial Officer....................................6
Section 7. Delegation of Authority....................................6
Section 8. Resignation................................................6
Section 9. Removal....................................................6
ARTICLE VI CORPORATE RECORDS.............................................6
ARTICLE VII STOCK CERTIFICATES, DIVIDENDS.................................7
Section 1. Recording of Stock Certificates............................7
Section 2. Transfers..................................................7
Section 3. Lost Certificate...........................................7
Section 4. Record Date................................................7
Section 5. Voting of Securities.......................................7
Section 6. Other Corporate Instruments................................7
Section 7. Execution of Other Securities..............................7
Section 8. Dividends..................................................8
Section 9. Reserves...................................................8
ARTICLE VIII INDEMNIFICATION...............................................8
ARTICLE IX NOTICES......................................................10
ARTICLE X AMENDMENTS...................................................11
ARTICLE XI LOANS TO OFFICERS............................................12
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BYLAWS
OF BIOQUEST INTERNATIONAL INC.
(A VIRGINIA CORPORATION)
ARTICLE I
OFFICES
Section 1. Principal Office. The principal place of business of the
Corporation shall be at 11217 Silverleaf Dr., Fairfax, Virginia 22039. The
telephone number of the Corporation at this address shall be (703) 764-4464.
Section 2. Registered Office in State of Incorporation. The name and
address of the agent for service of process of the Corporation in the State of
Virginia shall be Peter J. Ewens, located at 11217 Silverleaf Dr., Fairfax,
Virginia 22039. The telephone number of the registered agent shall be (703)
764-4464.
Section 3. Other Offices. The corporation may also have or maintain an
offices at such other places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.
ARTICLE II
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal, State -
Virginia." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Stockholders' Meetings. Meetings of stockholders shall be
held at the principal office of the corporation, as provided in Article I
Section I, or at such place, either within or outside of Virginia, as may be
selected from time to time by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the stockholders
shall be held on such date and time as elected by the Board of Directors, when
they shall elect a Board of Directors and transact such other business to be
considered by the stockholders as may properly be brought before the meeting by
stockholders: (i) pursuant to the corporation's notice of meeting to
stockholders, (ii) by or at the direction of the Board of Directors; (iii) by
any stockholder of the corporation who was a stockholder of record, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this paragraph.
Section 3. Election of Directors. Elections of the Directors of the
corporation shall be by written ballot.
Section 4. Special Meetings. Special meetings of the stockholders may
be called at any time by the Chairman of the Board of Directors, or the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized Directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board of Directors for adoption), or stockholders entitled to cast at least
fifty percent of the votes which all stockholders are entitled to cast at the
particular meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the Secretary to
fix the date of the meeting, to be held not more than 60 days after receipt of
the request, and to give due notice thereof. If the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person or
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persons calling the meeting may do so. Business transacted at all special
meetings shall be confined to the objects stated in the call and matters germane
thereto, unless all stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and place
and object thereof, shall be given to each stockholder entitled to vote thereat
at least 10 days before such meeting, unless a greater period of notice is
required by statute in a particular case.
Section 5. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares entitled to vote is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 6. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the Secretary of the
meeting before being voted upon.
Section 7. Joint Owners of Stock. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally.
Section 8. List of Stockholders. 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. No share of stock upon which any installment is due and unpaid
shall be voted at any meeting. The list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 9. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, written notice of any meeting shall be
given not less than five nor more than fifteen days before the date of the
meeting to each stockholder entitled to vote at such meeting.
Section 10. Consent in Lieu of Meetings. Any action required to be
taken at any annual or special meeting of stockholders or a corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
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Section 11. Organization.
(a) Secretary of Meetings. At every meeting of stockholders,
the Chairman of the Board of Directors, or, if a Chairman has not been appointed
or is absent, the President, or, if the President is absent, a chairman of the
meeting chosen by a majority in interest of the stockholders entitled to vote,
present in person or by proxy. shall act as chairman. The Secretary, or, in his
absence, an Assistant Secretary directed to do so by the President, shall act as
secretary of the meeting.
(b) Rules of Meetings. The Board of Directors of the
corporation shall be entitled to make such rules or regulations for the conduct
of meetings of stockholders as it shall deem necessary, appropriate, or
convenient. Subject to such rules and regulations of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of tile meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of the corporation and
their duly authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time fixed
for the commencement thereof, limitations on the time allotted to questions or
comments by participants and regulation of the opening and closing of the polls
for balloting on matters which are to be voted on by ballot. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 1. Number and Term of Office. The business and affairs of this
corporation shall be managed by its Board of Directors, and the number of
Directors fixed by the Board of Directors from time to time. The Directors need
not be residents of the state of Virginia or stockholders in the corporation.
They shall be elected by the stockholders at the annual meeting of stockholders
of the corporation, and each Director shall be elected for the term of one year,
and until his successor shall be elected and shall qualify or until his earlier
resignation or removal.
Section 2. Power. The powers of the corporation shall be exercised, its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by stature or by the Certificate of Incorporation.
Section 3.
(a) Regular Meetings. Regular meetings of the Board shall be held
without notice, at least quarterly, at the registered office of the corporation,
or at such other time and place as shall be determined by the Board.
(b) Special Meetings. Special Meetings of the Board may be called by
the Chairman on 10 days notice to each Director, either personally or by mail,
fax or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the Directors in office.
(c) Telephone Meetings. Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting 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 by such means
shall constitute presence in person at such meeting.
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(d) Notice of Meetings. Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
including a voice messaging system or other system or technology designed to
record and communicate messages, facsimile, telegraph or telex, or by electronic
mail or other electronic means, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each Director by first class mail, postage prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
Director by attendance thereat, except when the Director attends the 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.
(e) Waiver of Notice. The transaction of all business at any meeting of
the Board of Directors, or any committee thereof, however called or noticed, or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the Directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.
Section 4. Quorum. A majority of the total number of Directors shall
constitute a quorum for the transaction of business.
Section 5. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall be filled by the
Board of Directors. Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although not less than a quorum, or by a sole
remaining Director. If at any time, by reason of death or resignation or other
cause, the corporation should have no Directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of stockholder, may call a special meeting of stockholders in
accordance with the provisions of these Bylaws.
Section 6. Resignations Effective at Future Date. Any Director may
resign at any time by delivering his resignation to the Secretary, such
resignation to specify whether it will be effective at a particular time, or at
the pleasure of the Board of Directors. When one or more Directors shall resign
from the Board, effective at a future date, a majority of the Directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director shall so hold office for
the unexpired portion of the term of the Director whose place shall be vacated
and until his successor shall have been duly elected and qualified.
Section 7. Removal. Subject to any limitations imposed by applicable
law, the Board of Directors or any Director may be removed from office at any
time (i) with cause by the affirmative vote of the holders of a majority of the
voting power of all then-outstanding shares of voting stock of the corporation
entitled to vote an election of Directors, (ii) with cause by the affirmative
vote of a majority of the Board of Directors, or (iii) without cause by the
affirmative vote of the holders of a majority of the voting power of all
then-outstanding shares of voting stock of the corporation, entitled to vote at
an election of Directors.
Section 8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 9. Fees and Compensation. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefore.
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Section 10. Committees. The Board of Directors, by resolution, may
designate from among its members an executive committee and other committee,
each consisting of two or more Directors. Each committee will serve at the
pleasure of the Board of Directors. Special meetings of any such committee may
be held at any place which has been determined from time to time by such
committee, and may be called by any Director who is a member of such committee,
upon written notice to the members of such committee of the time and place of
such special meeting, and upon the giving of written notice to all members of
The Board of Directors of the time and place of special meeting. Notice of any
special meeting of any committee may be waived in writing at any time before or
after the meeting and will be waived by any Director by attendance there at,
except when the Director attends such special 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. A majority of the
authorized number of members of any such committee shall constitute a quorum for
the transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of such committee.
Section 11. Organization. At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, (if a Director) or, in the absence of any such person, a chairman of
the meeting chosen by a majority of the Directors present, shall preside over
the meeting. The Secretary or in his absence, any Assistant Secretary directed
to do so by the President, shall act as secretary of the meeting.
ARTICLE V
OFFICERS
Section 1. Officers Designated and Salaries. The executive officers of
the corporation shall include, if and when designated by the Directors, the
Chairman of the Board of Directors, the President and Chief Executive Officer,
Secretary and Chief Financial Officer. The Board of Directors may also choose a
one or more Vice Presidents and such other officers as it shall deem necessary.
Any number of offices may be held by the same person. Salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.
Section 2. Term of Office. The officers of the corporation shall hold
office for one year and until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of the corporation
will be served thereby.
Section 3. Chairman. The Chairman shall preside at all meetings of the
stockholders and Directors; he 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 Chairman, to any other officer or officers of the corporation.
He shall execute bonds and other contracts requiring a seal, under the seal of
the corporation. He shall be EX-OFFICIO a member of all committees. If there is
no President and Chief Executive Officer, then the Chairman of the Board of
Directors shall also serve as the President and Chief Executive Officer of the
corporation and shall have all powers and duties prescribed therewith.
Section 4. President and Chief Executive Officer. The President shall
attend all sessions of the Board. The President shall be the Chief Executive
Officer of the corporation; he shall have general and active management of the
business of the corporation, 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 have the general power and duties of supervision and management usually
vested in the office of President of a corporation.
Section 5. Secretary. The Secretary shall attend all sessions of the
Board and all meetings at the stockholders and act as clerk thereof, and record
all the votes of the corporation and the minutes of all its transactions in a
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book to be kept for that purpose, and shall perform like duties for all
committees of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, and under whose supervision he shall be. He shall
keep in safe custody the corporate seal of the corporation, and when authorized
by the Board, affix the same to any instrument requiring it.
Section 6. Chief Financial Officer. The Chief Financial Officer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in separate account to
the credit of the corporation. 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 the regular meetings of the
Board, or whenever they may require it, an account of all his transactions as
Chief Financial Officer and of the financial condition of the corporation.
Section 7. Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision thereof.
Section 8. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.
Section 9. Removal. Any officer may be removed from office at any time,
either with or without cause, by the affirmative vote of a majority of the
Directors in office at the time, or by the unanimous written consent of the
Directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.
ARTICLE VI
INSPECTION OF CORPORATE RECORDS
Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in the States of Virginia, or at its
principal place of business.
ARTICLE VII
STOCK CERTIFICATES, DIVIDENDS
Section 1. Recording of Stock Certificates. The stock certificates of
the corporation shall be numbered and registered in the share ledger and
transfer books of the corporation as they are issued. They shall bear the
corporate seal and shall be signed by the President.
Section 2. Transfers. Transfers of shares shall be made on the books of
the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made which is inconsistent with law.
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Section 3. Lost Certificate. The corporation may issue a new
certificate of stock in the place of any certificate theretofore signed by it,
alleged to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative to give the corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Section 4. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or the express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 10 nor less than 60 days before the date of such
meeting, nor more than 10 days prior to any other action. If no record date is
fixed: (a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given,-- or if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held. (b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed. (c) The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. (d) A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 5. Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.
Section 6. Other Corporate Instruments. All checks and drafts drawn on
banks or other depositories on funds to the credit of the corporation or in
special accounts of the corporation shall be signed by such person or persons as
the Board of Directors shall authorize so to do. Unless authorized or ratified
by the Board of Directors or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.
Section 7. Execution of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 1 of this Article), may be signed by the Chairman of the
Board of Directors, the President or any Vice President, or such other person as
may be authorized by the Board of Directors, and the corporate seal impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer; provided however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature, or where
permissible facsimile signature, of a trustee under an indenture pursuant to
which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and arresting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Chief Financial Officer of the corporation or such other
person as may be authorized by the Board of Directors, or bear imprinted thereon
the facsimile signature of such person. In case any officer who shall have
signed or attested any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon had not ceased to be such officer of the
corporation.
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Section 8. Dividends. The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by the statute and the Certificate of Incorporation and in
accordance with the laws of the State of Virginia.
Section 9. Reserves. Before payment of any dividend there may be set
aside out of the net profits of the corporation 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 equalizing 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.
ARTICLE VIII
INDEMNIFICATION
Section 1. Directors and Officers. The corporation shall
indemnify its Directors and officers to the fullest extent not prohibited by the
laws of the Commonwealth of Virginia or any other applicable law; provided,
however, that the corporation may modify the extent of such indemnification by
individual contracts with its Directors and officers; and, provided, further,
that the corporation shall not be required to indemnify any Director or officer
in connection with any proceeding (or plan thereof) initiated by such person
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of the corporation,
(iii) such indemnification is provided by the corporation, in its sole
discretion, pursuant to the powers vested in the corporation under Code of
Virginia or any other applicable law or (iv) such indemnification is required to
be made under subsection (d).
Section 2. Employees and Other Agents. The corporation shall have
power to indemnify its employees and other agents as set forth in the Code of
Virginia or any other applicable law. The Board of Directors shall have the
power to delegate the determination of whether indemnification shall be given to
any such person to such officers or other persons as the Board of Directors
shall determine.
Section 3. Expenses. The corporation shall advance to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a Director or officer,
of the corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, prior to the final disposition or file proceeding, promptly
following request therefore, all expenses incurred by any Director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under this Bylaw or otherwise.
Section 4. Enforcement. Without the necessity of entering into an
express contract, all rights to indemnification and advances to Directors and
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or officer. Any right to indemnification or
advances granted by this Bylaw to a Director or officer shall be enforceable by
or on behalf of the person holding such right in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in
whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefor. The claimant in such enforcement action, if
successful in whole or in part, shall be entitled to be paid also the expense of
prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Code of Virginia or any other applicable law for the corporation to indemnify
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the claimant for the amount claimed. In connection with any claim by an officer
of the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
officer is or was a Director of the corporation) for advances, the corporation
shall he entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad faith or in a manner that such person did
not believe to he in or not opposed to the best interests of the corporation, or
with respect to any criminal action or proceeding that such person acted without
reasonable cause to believe that his conduct was lawful. 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 has met the applicable standard of conduct set forth in the Code of
Virginia or any other applicable law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct. In any suit brought by a Director or
officer to enforce a right to indemnification or to an advancement of expenses
hereunder, the burden of proving that the Director or officer is not entitled to
be indemnified, or to such advancement of expenses, under this Article or
otherwise shall be on the corporation.
Section 5. Non-Exclusivity of Rights. The rights conferred on any
person by this Bylaw shall not be exclusive of any other right which such person
may have or hereafter acquire under any applicable statute, provision of the
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its Directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Code of Virginia or any
other applicable law.
Section 6. Survival of Rights. The rights conferred on any person by
this Bylaw shall continue as to a person who has ceased to be a Director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7. Insurance. To the fullest extent pertained by the Code of
Virginia, the corporation or any other applicable law, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Bylaw.
Section 8. Amendments. Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the corporation.
Section 9. Saving Clause. If this Bylaw or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnity each Director and officer to the full
extent not prohibited by any applicable portion of this Bylaw that shall not
have been invalidated, or by any other applicable law. If this Section shall be
invalid due to the application of the indemnification provisions of another
jurisdiction, then the corporation shall indemnify each Director and officer to
the full extent under applicable law.
Section 10. Certain Definitions. For the purposes of this Bylaw, the
following definitions shall apply:
(a) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement, arbitration and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
(b) The term "expenses" shall be broadly construed and shall include,
without limitation, court costs, attorneys' fees, witness fees, tines, amounts
paid in settlement or judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.
(c) The term the "corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
<PAGE>
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Bylaw with respect to the resulting or surviving corporation as he would
have wit respect to such constituent corporation if its separate existence had
continued.
(d) References to a "director," "executive officer," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership. joint venture, trust or other enterprise.
(e) References to "bother enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Bylaw.
ARTICLE IX
NOTICES
Section 1. Notice to Stockholders. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.
Section 2. Notice to Directors. Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by overnight
delivery service, facsimile, telex or telegram, except that such notice other
than one which is delivered personally shall be sent to such address as such
Director shall have filed in writing with the Secretary, or, in the absence of
such filing, to the last known post office address of such Director.
Section 3. Affidavit of Mailing. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.
Section 4. Time Notices Deemed Given. All notices given by mail or by
overnight delivery service, as above provided, shall be deemed to have been
given as at the time of mailing, and all notices given by facsimile, telex or
telegram shall be deemed to have been given as of the sending time recorded at
time of transmission.
Section 5. Methods of Notice. It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.
Section 6. Failure to Receive Notice. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
<PAGE>
him in the manner above provided, shall nor be affected or extended in any
manner by the failure of such stockholder or such Director to receive such
notice.
Section 7. Notice to Person with Whom Communication Is Unlawful.
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Code of Virginia, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.
Section 8. Notice to Person with Undeliverable Address. Whenever notice
is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Code of Virginia, the certificate need not state that notice
was not given to persons to whom notice was not required to be given pursuant to
this paragraph.
ARTICLE X
AMENDMENTS
These Bylaws may be amended or repealed by the vote of stockholders
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast thereon, at any regular or special meeting of the stockholders,
duly convened after notice to the stockholders of that purpose.
ARTICLE XI
LOANS TO OFFICERS
The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiaries, including any officer or employee who is a Director of the
corporation or its subsidiaries, whenever, in the judgment of the Board of
Directors, such loan, guarantee, or assistance may reasonably be expected to
benefit the corporation. The loan, guarantee, or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the corporation at common law
or under any statute.
