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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
ADVANCED THERMAL TECHNOLOGIES, INC.
A DELAWARE CORPORATION
Section 1. LAW, CERTIFICATE OF INCORPORATION AND BYLAWS
1.1. These Bylaws are subject to the Certificate of
Incorporation of Advanced Thermal Technologies, Inc. (the "Corporation"). In
these Bylaws, references to law, the Certificate of Incorporation and Bylaws
mean the law, the provisions of the Certificate of Incorporation and the Bylaws
as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of stockholders shall be
held at 10:00 am on the third Thursday in July in each year, unless that day be
a legal holiday at the place where the meeting is to be held, in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday, or at such other date and time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which they
shall elect a Board of Directors and transact such other business as may be
required by law or these Bylaws or as may properly come before the meeting.
2.2. Special Meetings. Unless otherwise required by law, special
meetings of the stockholders of the Corporation, for any purpose or purposes,
may be called only by either (i) the Board of Directors of the Corporation, (ii)
the Chairman of the Board of Directors of the Corporation, (iii) the Chief
Executive Officer of the Corporation or (iv) the President of the Corporation.
Special meetings of the stockholders of the Corporation may not be called by any
other person or persons. A special meeting of the stockholders shall be called
by the secretary, or in the case of the death, absence, incapacity or refusal of
the secretary, by an assistant secretary or some other officer, upon application
of a majority of the directors. Any such application shall state the purpose or
purposes of the proposed meeting. Any such call shall state the place, date,
hour, and purposes of the meeting.
2.3. Place of Meeting. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place
within or without the State of Delaware as may be determined from time to time
by the Chairman of the Board of Directors, if any, the President or the Board of
Directors of the Corporation. Any adjourned session of any meeting of the
stockholders shall be held at the place designated in the vote of adjournment.
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2.4. Notice of Meetings. Except as otherwise provided by law, a
written notice of each meeting of stockholders stating the place, day and hour
thereof and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the meeting, to each stockholder entitled to vote thereat, and to each
stockholder who, by law, by the Certificate of Incorporation or by these Bylaws,
is entitled to notice, by leaving such notice with him or at his residence or
usual place of business, or by depositing it in the United States mail, postage
prepaid, and addressed to such stockholder at his address as it appears in the
records of the corporation. Such notice shall be given by the secretary, or by
an officer or person designated by the Board of Directors, or in the case of a
special meeting by the officer calling the meeting. As to any adjourned session
of any meeting of stockholders, notice of the adjourned meeting need not be
given if the time and place thereof are announced at the meeting at which the
adjournment was taken except that if the adjournment is for more than thirty
days or if after the adjournment a new record date is set for the adjourned
session, notice of any such adjourned session of the meeting shall be given in
the manner heretofore described. No notice of any meeting of stockholders or any
adjourned session thereof need be given to a stockholder if a written waiver of
notice, executed before or after the meeting or such adjourned session by such
stockholder, is filed with the records of the meeting or if the stockholder
attends such meeting without objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the stockholders or any adjourned session thereof need be specified
in any written waiver of notice.
2.5. Quorum of Stockholders. At any meeting of the stockholders
a quorum as to any matter shall consist of a majority of the votes entitled to
be cast on the matter, except where a larger quorum is required by law, by the
Certificate of Incorporation or by these Bylaws. Any meeting may be adjourned
from time to time by a majority of the votes properly cast upon the question,
whether or not a quorum is present. If a quorum is present at an original
meeting, a quorum need not be present at an adjourned session of that meeting.
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity.
2.6. Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Certificate of Incorporation or by these Bylaws.
No ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.
2.7. Action without Meetings. Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting, without prior notice and without a vote, if a consent or consents 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
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necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
corporation by delivery to its registered office in Delaware by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Each such
written consent shall bear the date of signature of each stockholder who signs
the consent. No written consent shall be effective to take the corporate action
referred to therein unless written consents signed by a number of stockholders
sufficient to take such action are delivered to the Corporation in the manner
specified in this paragraph within sixty days of the earliest dated consent so
delivered.
If action is taken by consent of stockholders and in accordance
with the foregoing, there shall be filed with the records of the meetings of
stockholders the writing or writings comprising such consent.
If action is taken by less than unanimous consent of stockholders,
prompt notice of the taking of such action without a meeting shall be given to
those who have not consented in writing and a certificate signed and attested to
by the secretary that such notice was given shall be filed with the records of
the meetings of stockholders.
In the event that the action which is consented to is such as
would have required the filing of a certificate under any provision of the
General Corporation Law of the State of Delaware, if such action had been voted
upon by the stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.
2.8. Proxy Representation. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon
after three years from its date unless such 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. The authorization of a proxy may
but need not be limited to specified action, provided, however, that if a proxy
limits its authorization to a meeting or meetings of stockholders, unless
otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment
thereof.
2.9. Inspectors. The directors or the person presiding at the
meeting may, and shall if required by applicable law, appoint one or more
inspectors of election and any substitute inspectors to act at the meeting or
any adjournment thereof. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The
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inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspectors shall make a report in
writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them.
2.10. List of Stockholders. The secretary shall prepare and make,
at least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at
such meeting.
2.11. Business of Meeting. No business may be transacted at an
annual meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by any stockholder of the
Corporation who (i) is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.11 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
complies with the notice procedures set forth in this Section 2.11.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received by the Secretary of the Corporation not less
than fifty (50) days prior to the date of the annual meeting of stockholders;
provided, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure of the
date of the annual meeting was made, whichever first occurs.
To be proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Company which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their
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names) in connection with the proposal of such business by stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 2.11, provided, however, that,
once the business has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section 2.11 shall be deemed to
preclude discussion by any stockholder of any such business. If the Chairman of
an annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, such business shall
not be transacted.
Section 3. BOARD OF DIRECTORS
3.1. Number. The number of directors of the Corporation shall be
determined in accordance with the Certificate of Incorporation of the
Corporation. No director need be a stockholder.
3.2. Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each director shall hold office
until the next annual meeting and until his successor is elected and qualified,
or until he sooner dies, resigns, is removed or becomes disqualified.
3.3. Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors who shall have
and may exercise all the powers of the Corporation and do all such lawful acts
and things as are not by law, the Certificate of Incorporation or these Bylaws
directed or required to be exercised or done by the stockholders.
3.4. Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies and any newly created directorships resulting from any
increase in the number of directors may be filled by vote of the holders of the
particular class or series of stock entitled to elect such director at a meeting
called for the purpose, or by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director, in each case
elected by the particular class or series of stock entitled to elect such
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 resigned, who were elected by the particular class or series of stock
entitled to elect such resigning director or directors shall have power to fill
such vacancy or vacancies, the vote or action by writing thereon to take effect
when such resignation or resignations shall become effective. The directors
shall have and may exercise all their powers notwithstanding the existence of
one or more vacancies in their number, subject to any requirements of law or of
the Certificate of Incorporation or of these Bylaws as to the number of
directors required for a quorum or for any vote or other actions.
3.5. Committees. The Board of Directors may, by vote of a
majority of the whole board, (a) designate, change the membership of or
terminate the existence of any committee or committees, each committee to
consist of one or more of the directors; (b)
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designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee;
and (c) determine the extent to which each such committee shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, including the power to authorize the seal of the
Corporation to be affixed to all papers which require it and the power and
authority to declare dividends or to authorize the issuance of stock; excepting,
however, such powers which by law, by the Certificate of Incorporation or by
those Bylaws they are prohibited from so delegating. In the absence or
disqualification of any member of such committee and his alternate, if any, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the board or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these Bylaws
for the conduct of business by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
upon request.
3.6. Regular Meetings. Regular meetings of the Board of
Directors may be held without call or notice at such places within or without
the State of Delaware and at such times as the board may from time to time
determine, provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the
directors may be held without call or notice immediately after and at the same
place as the annual meeting of stockholders.
3.7. Special Meetings. Special meetings of the Board of
Directors may be held at any time and at any place within or without the State
of Delaware designated in the notice of the meeting, when called by the Chairman
of the Board of Directors, if any, the President, or by one-third or more in
number of the directors, reasonable notice thereof being given to each director
by the secretary or by the Chairman of the Board of Directors, if any, the
President or any one of the directors calling the meeting.
3.8. Notice. It shall be reasonable and sufficient notice to a
director to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at his usual or last
known business or residence address or to give notice to him in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting.
3.9. Quorum. Except as may be otherwise provided by law, by the
Certificate of Incorporation or these Bylaws, at any meeting of the directors a
majority of the directors then in office shall constitute a quorum; a quorum
shall not in any case be less than one-third of the total number of directors
constituting the whole board. Any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
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3.10. Action by Vote. Except as may be otherwise provided by law,
by the certificate of incorporation or by these by-laws, when a quorum is
present at any meeting the vote of a majority of the directors present shall be
the act of the board of directors.
3.11. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or a committee thereof may
be taken without a meeting if all the members of the board or of such committee,
as the case may be, consent thereto in writing, and such writing or writings are
filed with the records of the meetings of the board or of such committee. Such
consent shall be treated for all purposes as the act of the board or of such
committee, as the case may be.
3.12. Participation in Meetings by Conference Telephone. Members
of the Board of Directors, or any committee designated by such board, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or by any other means permitted
by law. Such participation shall constitute presence in person at such meeting.
3.13. Compensation. In the discretion of the Board of Directors,
each director may be paid such fees for his services as director and be
reimbursed for his reasonable expenses incurred in the performance of his duties
as director as the Board of Directors from time to time may determine. Nothing
contained in this section shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving reasonable
compensation therefor.
3.14. Interested Directors and Officers.
(a) No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the Corporation's directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:
(1) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, event though the disinterested directors be less
than a quorum; or
(2) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or
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(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
Section 4. OFFICERS AND AGENTs
4.1. Enumeration; Qualification. The officers of the Corporation
shall be a President, a Treasurer, a Secretary and such other officers, if any,
as the Board of Directors from time to time may in its discretion elect or
appoint including without limitation a chairman of the board, one or more vice
presidents and a controller. The Corporation may also have such agents, if any,
as the Board of Directors from time to time may in its discretion choose. Any
officer may be but none need be a director or stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the Board
of Directors to secure the faithful performance of his duties in the Corporation
by giving bond in such amount and with sureties or otherwise as the Board of
Directors may determine.
4.2. Powers. Subject to law, to the Certificate of Incorporation
and to the other provisions of these Bylaws, each officer shall have, in
addition to the duties and powers herein set forth, such duties and powers as
are commonly incident to his office and such additional duties and powers as the
Board of Directors may from time to time designate.
4.3. Election. The officers may be elected by the Board of
Directors at their first meeting following the annual meeting of the
stockholders or at any other time. At any time or from time to time the
directors may delegate to any officer their power to elect or appoint any other
officer or any agents.
4.4. Tenure. Each officer shall hold office until the first
meeting of the Board of Directors following the next annual meeting of the
stockholders and until his respective successor is chosen and qualified unless a
shorter period shall have been specified by the terms of his election or
appointment, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. Each agent shall retain his authority at the pleasure of
the directors, or the officer by whom he was appointed or by the officer who
then holds agent appointive power.
4.5. Chairman of the Board of Directors, President and Vice
President. The Chairman of the Board of Directors, if any, shall have such
duties and powers as shall be designated from time to time by the Board of
Directors. Unless the Board of Directors otherwise specifies, the Chairman of
the Board of Directors, or if there is none the Chief Executive Officer, shall
preside, or designate the person who shall preside, at all meetings of the
stockholders and of the Board of Directors.
Unless the Board of Directors otherwise specifies, the President
shall be the Chief Executive Officer and shall have direct charge of all
business operations of the Corporation and,
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subject to the control of the directors, shall have general charge and
supervision of the business of the Corporation.
Any vice presidents shall have such duties and powers as shall be
set forth in these Bylaws or as shall be designated from time to time by the
Board of Directors or by the President.
4.6. Treasurer and Assistant Treasurers. Unless the Board of
Directors otherwise specifies, the Treasurer shall be the Chief Financial
Officer of the Corporation and shall be in charge of its funds and valuable
papers, and shall have such other duties and powers as may be designated from
time to time by the Board of Directors or by the President. If no controller is
elected, the Treasurer shall, unless the Board of Directors otherwise specifies,
also have the duties and powers of the controller.
Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the President
or the Treasurer.
4.7. Controller and Assistant Controllers. If a Controller is
elected, he shall, unless the Board of Directors otherwise specifies, be the
Chief Accounting Officer of the Corporation and be in charge of its books of
account and accounting records, and of its accounting procedures. He shall have
such other duties and powers as may be designated from time to time by the Board
of Directors, the President or the Treasurer.
Any assistant controller shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the President,
the Treasurer or the Controller.
4.8. Secretary and Assistant Secretaries. The Secretary shall
record all proceedings of the stockholders, of the Board of Directors and of
committee of the Board of Directors in a book or series of books to be kept
therefor and shall file therein all actions by written consent of stockholders
or directors. In the absence of the Secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof. Unless a transfer agent has
been appointed the Secretary shall keep or cause to be kept the stock and
transfer records of the Corporation, which shall contain the names and record
addresses of all stockholders and the number of shares registered in the name of
each stockholder. He shall have such other duties and powers as may from time to
time be designated by the Board of Directors or the President.
Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the Board of Directors, the President
or the Secretary.
Section 5. RESIGNATIONS AND REMOVALS
5.1. Any director or officer may resign at any time by
delivering his resignation in writing to the Chairman of the Board of Directors,
if any, the President, or the Secretary or to a meeting of the Board of
Directors. Such resignation shall be effective upon receipt unless specified to
be effective at some other time, and without in either case the
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necessity of its being accepted unless the resignation shall so state. Except as
may be otherwise provided by law, by the Certificate of Incorporation or by
these Bylaws, a director (including persons elected by stockholders or directors
to fill vacancies in the board) may be removed from office by an affirmative
supermajority vote of holders of a majority of the voting power of shares of
stock then entitled to vote as a single class with respect to the election of
such director, but only for cause and only if such proposal was contained in the
notice of meeting. Subject to the Certificate of Incorporation and these Bylaws,
the Board of Directors may at any time remove any officer either with or without
cause. The Board of Directors may at any time terminate or modify the authority
of any agent.
Section 6. VACANCIES
6.1. If the office of the President or the Treasurer or the
Secretary becomes vacant, the directors may elect a successor by vote of a
majority of the directors then in office. If the office of any other officer
becomes vacant, any person or body empowered to elect or appoint that officer
may choose a successor. Each such successor shall hold office for the unexpired
term, and in the case of the President, the Treasurer and the Secretary until
his successor is chosen and qualified or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Any vacancy of a directorship shall
be filled as specified in Section 3.5 of these Bylaws.
Section 7. CAPITAL STOCK
7.1. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
the Certificate of Incorporation and the Bylaws, be prescribed from time to time
by the Board of Directors. Such certificate shall be signed by the Chairman or
Vice Chairman of the Board of Directors, if any, or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or by the Secretary or
an Assistant Secretary. Any of or all the signatures on the certificate may be a
facsimile. In case an officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the time of its issue.
7.2. Loss of Certificates. In the case of the alleged theft,
loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt
of a bond sufficient to indemnify the Corporation against any claim on account
thereof, as the Board of Directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the restrictions, if any,
stated as noted on the stock certificate, shares of stock may be transferred on
the books of the Corporation by the surrender to the Corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary
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transfer stamps affixed, and with such proof of the authenticity of signature as
the Board of Directors of the transfer agent of the Corporation may reasonably
require. Except as may be otherwise required by law, by the Certificate of
Incorporation or by these Bylaws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote or to give any consent with respect thereto and to be held liable for
such calls and assessments, if any, as may lawfully be made thereon, regardless
of any transfer, pledge or other disposition of such stock until the shares have
been properly transferred on the books of the Corporation.
It shall be the duty of each stockholder to notify the Corporation
of his post office address.
8.2. 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, 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 by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no such record date is fixed by the Board of Directors, the record date for
determining the 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. 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.
In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, 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 by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no such record date has been fixed by the Board of Directors and
when no prior action by the Board of Directors is required by the General
Corporation Law of the State of Delaware, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in Delaware by hand or certified or registered
mail, return receipt requested, to its principal place of business or to an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors is
required by the General Corporation Law of State of Delaware, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.
In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or to exercise any rights
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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 shall be not more than sixty days
prior to such payment, exercise or other action. If no such record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto.
Section 9. CORPORATE SEAL
9.1. Subject to alteration by the directors, the seal of the
Corporation shall consist of a flat-faced circular die with the word "Delaware"
and the name of the Corporation cut or engraved thereon, together with such
other words, dates or images as may be approved from time to time by the
directors.
Section 10. EXECUTION OF PAPERS
10.1. Except as the Board of Directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other
obligations made, accepted or endorsed by the Corporation shall be signed by the
Chairman of the Board of Directors, if any, the President, a Vice President or
the Treasurer.
Section 11. FISCAL YEAR
11.1. The fiscal year of the Corporation shall end on the last
Saturday in February.
Section 12. AMENDMENTS
12.1. Except as otherwise provided pursuant to the provisions of
the Certificate of Incorporation, these Bylaws, including any Bylaws adopted,
amended, altered or repealed by the stockholders of the Corporation, may be
adopted, amended or repealed by an affirmative vote of at least a majority of
the directors then in office or by the affirmative supermajority vote of the
holders of at least a majority of the voting power of the shares entitled to
vote at an election of directors. Any Bylaw, whether adopted, amended or
repealed by the stockholders or directors, may be amended or reinstated by the
stockholders or the directors.
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