EXHIBIT 3.(ii).2
Glint Corporation
(a Delaware corporation)
BY-LAWS
ARTICLE I
Offices
1. Registered Office and Agent. The corporation shall maintain a
registered office and a registered agent in the State of Delaware. The
registered office and the registered agent may be changed from time to time by
the board of directors, provided that a certificate certifying a change shall be
filed with the Recorder of the county in which the former office was located and
with the Recorder of the county in which the new office is located, and, in the
case of a changed registered agent, also with the office of the Secretary of
State of the State of Delaware.
2. Other Offices. The corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
1. General. Meetings of stockholders for any purpose may be held at
such time and place, within or without the State of Delaware, as the board of
directors may fix from time to time and as shall be stated in the notice of the
meeting or in a duly executed waiver of notice.
2. Annual Meeting. An annual meeting of the stockholders shall be held
at such time and on such date during the month of October or November as may be
determined by the board of directors and set forth in the notice of the meeting.
At such annual meeting, the stockholders shall elect a board of directors to
succeed those whose terms expire and transact such other business as may
properly be brought before the meeting.
3. Special Meetings. Special meetings of the stockholders may be called
by the president, the secretary, the board of directors, or the holders of not
less than one-fifth of all the outstanding shares entitled to vote. Any such
request shall state the purpose or purposes of the proposed meeting.
4. Notices of Meetings and Adjourned Meetings. A written notice of each
annual or special meeting of the stockholders stating the time and place
thereof, shall be delivered not less than 10 nor more than 60 days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or person calling the meeting, to each
stockholder of record entitled to vote at such meeting, by leaving such notice
with him or at his residence or usual place of business, or by mail, directed to
each stockholder at his address as it appears on the records of the corporation.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, postage prepaid. The notice of a special meeting of the
stockholders shall state the purpose or purposes for which the meeting is
called. An affidavit of the secretary, assistant secretary, or transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein. No notice need be given to
any person who has waived such notice (a) in writing signed by such person
before or after the time of the meeting, or (b) by attending the
-1-
<PAGE>
meeting except 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. When a meeting is adjourned to another time and place,
notice need not be given for the adjourned meeting if the time and place thereof
are announced at the meeting before adjournment, except that, 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 in the manner provided in this Section 4.
5. Quorum. At any meeting of the stockholders, a quorum for the
transaction of business shall consist of one or more individuals appearing in
person or represented by proxy and owning or representing a majority of the
shares of the corporation then outstanding and entitled to vote. The
stockholders present at a duly organized meeting may continue to do business
until adjournment, notwithstanding there is thereafter less than a quorum on
account of the withdrawal of stockholders, provided that holders of not less
than one-third of the shares of the corporation then outstanding remain. If a
meeting cannot be organized because a quorum has not attended, those present
may, if holders of not less than one-third of the shares of the corporation then
outstanding are present, adjourn the meeting from time to time until a quorum is
present, at which time any business which could have been transacted at the
meeting as originally called may be transacted.
6. Voting. Unless otherwise provided in the Certificate of
Incorporation and subject to the provisions of Section 10 of this Article II,
each stockholder shall have one vote for each share of stock entitled to vote
held by him according to the records of the corporation. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be entitled to vote unless in the transfer by the
pledgor on the books of the corporation he has expressly empowered the pledgee
to vote the pledged shares, in which case only the pledgee or his proxy shall be
entitled to vote. Shares which stand of record in the names of two or more
persons as joint tenants, or tenants in common, or tenants by the entirety, may
be voted in person or by proxy by any one or more of such persons. If more than
one of such persons votes such shares, the vote shall be as indicated by a
majority thereof, unless the vote is evenly split, in which case the vote shall
be apportioned proportionally.
7. Proxies. A stockholder may vote either in person or by proxy
executed in writing by the stockholder or his duly authorized attorney-in-fact.
No proxy shall be valid after 3 years from its date, unless the proxy provides
for a longer period. Every proxy shall be revocable at the pleasure of the
person executing it or his personal representative or assigns, unless such proxy
specifies that it is irrevocable and it is coupled with an interest.
8. Action at Meeting. When a quorum is present at any meeting, the vote
of the holders of a majority of stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of statute, the
Certificate of Incorporation, or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question. In elections of directors, those receiving the greatest number of
votes shall be deemed elected even though not receiving a majority. Unless the
Certificate of Incorporation provides otherwise, a ballot shall be required for
any election of directors, but not for other matters unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election.
9. Record Date. (a) For the purposes of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the board of directors may fix in
advance a date as the record date for the determination of stockholders, such
date to be not more than
-2-
<PAGE>
60 days and, in the case of a meeting of stockholders, not less than 10 days
prior to the date on which the particular action requiring the determination of
stockholders is to be taken.
(b) If no record date is fixed:
(1) The record date for the determination of stockholders entitled
to notice of or to vote at a meeting of stockholders, or stockholders entitled
to receive payment of a dividend, shall be at the close of business on the day
immediately preceding the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be.
(2) 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.
(3) 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.
(c) 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.
10. Action by Written Consent. Any action required or permitted to 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
two-thirds of the outstanding stock entitled to vote or, if a higher number of
votes is required by law, the Certificate of Incorporation, these bylaws, or
contract, by the number of votes that would be necessary to take the action at a
meeting, provided that a copy of such action is promptly given to any
stockholders who have not consented in writing. A copy of such consents shall be
filed with the minutes of proceedings of the stockholders.
ARTICLE III
Directors
1. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the board of directors.
2. Number of Directors. The board of directors shall consist of not
less than one nor more than seven persons. Within such limitations, the number
of directors shall be determined by and may be increased or decreased by a
resolution of the board of directors or to any number by amendment of these
bylaws.
3. Qualification. Directors need not be stockholders of the corporation
or residents of the State of Delaware.
4. Election and Tenure. Each director shall be elected by plurality
vote of the stockholders at the annual meeting or as provided in Section 5 of
this Article III. Each director shall serve until the date fixed in these bylaws
for the annual meeting of stockholders three years after his election and
thereafter until his successor is elected and qualified, or until his earlier
resignation or removal.
-3-
<PAGE>
5. Vacancies and Newly Created Directorships. Any directorship to be
filled by reason of an increase in the number of directors, as well as any
vacancy occurring for any other reason, may be filled by affirmative vote of a
majority of the remaining directors, although less than a quorum, or by election
at an annual meeting of stockholders or at a special meeting of stockholders
entitled to vote called for that purpose. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.
6. Removal. Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, subject to the limitations set
forth in the General Corporation Law of the State of Delaware for directors
elected by classes of stockholders and for directors elected pursuant to
cumulative voting.
7. Resignation. Any director of the corporation may resign at any time
by giving written notice to the board of directors, to its chairman (if any), to
the president or secretary, and any member of a committee may resign therefrom
at any time by giving notice as aforesaid or to the chairman or secretary of
such committee. Any such resignation shall take effect upon delivery thereof,
unless the resignation specifies a later date, in which event it shall take
effect at such later date. Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
8. Regular Meetings. Regular meetings of the directors may be held at
such times and places as shall from time to time be fixed by resolution of the
board, and no notice need be given of regular meetings held at times and places
so fixed; provided, however, that any resolution relating to the holding of
regular meetings shall remain in force only until the next annual meeting of
stockholders and that, if at any meeting of directors at which a resolution is
adopted fixing the times or place or places for any regular meetings any
director is absent, no meeting shall be held pursuant to such resolution without
notice to or waiver by such absent director pursuant to Section 10 of this
Article III.
9. Special Meetings. Special meetings of the directors may be called
by the chairman of the board (if any), the president, the secretary, or by any
two directors, and shall be held at the place and on the date and hour
designated in the call thereof.
10. Notices. Notices of any special meeting of the directors shall be
given by the president, vice president or secretary or an assistant secretary to
each director, by mailing to him, postage prepaid, and addressed to him at his
address as registered on the books of the corporation, or if not so registered,
at his last known home or business address, a written notice of such meeting at
least four days before the meeting or by delivering such notice to him at least
48 hours before the meeting or by sending to him notice of such meeting by
prepaid telegram addressed to him at such address or by fax to his last known
fax number at least 48 hours before the meeting; provided however, that any
board member may except himself from notification by fax upon written request to
the corporation's secretary. In the absence of all such officers, such notice
may be given by the officer or one of the directors calling the meeting. Notice
need not be given to any director who has waived notice (a) in writing executed
by him before or after the meeting (which notice shall be filed with the records
of the meeting), or (b) by attending the meeting (except 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).
11. Quorum. At any meeting of the directors a majority of the entire
board of directors shall constitute a quorum for the transaction of business;
provided always that any number of directors (whether or not constituting a
quorum) present at any meeting or at any adjourned meeting may adjourn such
meeting, provided that all absent directors receive or waive notice of any such
adjournment that exceeds four business days pursuant to Section 10.
-4-
<PAGE>
12. Action at Meeting. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the board of
directors unless the act of a greater number is required by law, the Certificate
of Incorporation, or these bylaws.
13. Action by Written Consent. Any action required or permitted to be
taken at a meeting of the board of directors, or at a meeting of any committee
thereof, may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing. Such writing or
writings shall be filed with the minutes of proceedings of the board or
committee.
14. Place of Meetings. Unless the board of directors should adopt a
resolution providing otherwise, all meetings of the board, regular or special,
shall be held at an appropriate location in the same country as the
corporation's principal business office, or at the office of the corporation's
general counsel. Any resolution providing for a different location shall be
effective only until the next annual meeting of stockholders, and the address of
such different location shall be stated in the notice. Meetings may be held at
the principal office of the corporation or elsewhere as appears appropriate.
15. Telephonic Meetings. Members of the board of directors or any
committee thereof may participate in a meeting of such board of committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear one another, and
participation in a meeting pursuant to this Section 15 shall constitute presence
in person at such meeting.
16. Compensation. The board of directors, irrespective of their
personal interest, may provide that directors be paid their expenses, if any, of
attendance at meetings of the board and be paid a fixed sum for attendance at
each such meeting or a stated salary as a director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
17. Committees. (a) The board of directors may, by resolution passed by
a majority of the whole board, designate two or more directors to constitute an
executive committee. The board may also designate one or more directors as
alternate members of such committee, who may replace any absent or disqualified
member at any meeting of the committee. Unless otherwise provided by the
resolution establishing such committee, the executive committee shall have and
may exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation; but the designation
of such committee and the delegation of authority thereto shall not operate to
relieve any director or the board of directors of any responsibility imposed
upon him or it by law. In no event shall the executive committee have power or
authority in reference to amending the Certificate of Incorporation, a plan of
merger or consolidation, a plan of exchange under which the corporation would be
acquired, the sale, lease or exchange, or the mortgage of pledge for a
consideration other than money, of all, or exchange of all or substantially all
of the corporation's property or assets, otherwise than in the usual course of
business, the voluntary dissolution of the Corporation, revocation of voluntary
dissolution proceedings, or the amendment of these bylaws. Such a committee may,
to the extent expressly provided in the resolution of the board of directors,
have the power or authority to declare a dividend or to authorize the issuance
of stock.
(b) The board of directors may designate such other committees as it
deems appropriate, but such committees shall not have the power to act for the
board of directors.
-5-
<PAGE>
(c) At any meeting of a committee, a majority of the whole committee
shall constitute a quorum and, except as otherwise provided by statute, by the
Certificate of Incorporation, or by these bylaws, the affirmative vote of a
majority of the members present at a meeting at which a quorum is present shall
be the act of the committee.
(d) Each committee, except as otherwise provided by resolution of the
board of directors, shall fix the time and place of its meetings, shall adopt
its own rules and procedures, and shall keep a record of its acts and
proceedings and report the same from time to time to the board of directors. The
acts and proceedings of any executive committee shall be kept with the minutes
of the board of directors.
ARTICLE IV
Officers
1. Officers and Their Election. The officers of the corporation shall
consist of a president, a treasurer (who shall be the chief financial officer),
a secretary, one or more vice presidents, an assistant secretary, and an
assistant treasurer and such other officers and assistant officers as the board
of directors may from time to time determine and elect or appoint. The board of
directors may elect one of its members as chairman of the board and another of
its members as vice chairman and from time to time define the powers and duties
of such offices. The president, the secretary and the chief financial officer
shall be elected by the board of directors at the first meeting of the board
after the annual meeting of stockholders. Such officers may, but need not, be
members of the board of directors. Two or more offices may be held by the same
person.
2. Term of Office. The president, the chief financial officer, the
treasurer and the secretary shall, unless sooner removed under the provisions of
these bylaws, hold office until the next annual election of officers and shall
hold office thereafter until their respective successors are elected and
qualified or until their earlier resignation or removal. All other officers
shall hold office for such term as shall be determined from time to time by the
board of directors.
3. Vacancies. Any vacancy occurring in any office by death,
resignation, removal or otherwise may be filled by the board of directors.
4. President. The president shall be the chief executive officer of the
corporation, except as the board of directors may otherwise provide. It shall be
his duty as chief executive officer and he shall have the power to see that all
orders and resolutions of the board of directors are carried into effect. He
shall from time to time report to the board of directors all matters within his
knowledge which the interests of the corporation may require to be brought to
its notice. The president, when present, shall preside at all meetings of the
stockholders and, when there is no chairman or vice-chairman present, at
meetings of the board of directors, unless otherwise provided by the board of
directors. The president shall perform such duties and have such powers
additional to or different from the foregoing as the board of directors shall
designate.
5. Chairman of the Board. The chairman of the board shall preside at
all meetings of the board of directors and shall have the other powers and
duties expressly designated in these bylaws, and shall perform such duties and
have such powers additional thereto as the board of directors shall designate.
6. Vice Presidents. When the president is the chief executive officer,
in his absence or disability, his powers and duties shall be performed by the
vice president, if only one, or, if more than one, by the one designated for the
purpose by the board of directors as the executive vice president, and if none
is so named, the most senior vice president. Where another officer has been
designated to serve
-6-
<PAGE>
as the chief executive officer, the president shall, unless the board should
designate to the contrary, serve in his place as chief executive officer with
the full powers of said office in his absence or disability. Each vice president
shall perform such additional duties as the president and/or board of directors
may designate, and have such additional powers as the board of directors shall
designate.
7. Treasurer and Assistant Treasurers. The treasurer shall be the chief
financial officer, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the corporation in
such depositories as shall be designated by the board of directors or, in the
absence of such designation, in such depositories as shall be approved by the
president. He shall disburse the funds of the corporation as shall be ordered by
the president and/or board of directors, taking proper vouchers for such
disbursements. He shall promptly render to the president and to the board of
directors such statements of his transactions and accounts as the president or
board of directors may from time to time require. In the treasurer's absence or
disability, his powers and duties shall be performed by an assistant treasurer.
The treasurer and assistant treasurer shall perform such duties additional to
the foregoing as the president or board of directors may designate, and shall
have such additional powers as the board of directors may designate.
8. Secretary and Assistant Secretaries. The secretary shall issue
notices of all meetings of stockholders, of the board of directors and of
committees thereof where notices of such meetings are required by law or these
bylaws. He shall record the proceedings of meetings of the stockholders and of
the board of directors and shall be responsible for the custody of such minutes
in a book to be kept for that purpose. He shall also record the proceedings of
the executive committee and of such other committees as the board of directors
may direct. Unless the board of directors shall appoint a transfer agent and/or
registrar, the secretary shall be charged with the duty of keeping, or causing
to be kept, accurate records of all stock outstanding, stock certificates issued
and stock transfers. He shall sign such instruments as require his signature.
The secretary shall have custody of the corporate seal and shall affix and
attest such seal on all documents whose execution under seal is duly authorized.
In his absence at any meeting, an assistant secretary or the secretary pro
tempore shall perform his duties thereat. He shall perform such additional
duties as the president and/or board of directors shall designate and have such
powers additional to the foregoing as the board of directors may designate. In
the absence or disability of the secretary, his powers and duties shall be
performed by the assistant secretary, if only one, or, if more than one, by the
one designated for the purpose by the president or by the board of directors.
Each assistant secretary shall perform such duties as the president and/or board
of directors shall designate and have such powers additional to the foregoing as
the board of directors may designate.
9. Salaries. The salaries and other compensation of officers, agents
and employees shall be fixed from time to time by or under authority from the
board of directors. No officer shall be prevented from receiving a salary or
other compensation by reason of the fact that he is also a director of the
corporation.
10. Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors, with or without cause,
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
11. Bond. The corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.
-7-
<PAGE>
12. Resignations. Any officer, agent or employee of the corporation may
resign at any time by giving written notice to the board of directors or to its
chairman, or to the president or to the secretary of the corporation. Any such
resignation shall take effect upon receipt thereof by the corporation, or at
such later date as is specified in the notice and accepted by the corporation;
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
ARTICLE V
Indemnification of Directors
Officers, Employees and Agents
1. Civil and Criminal Actions and Proceedings. The corporation shall
indemnify 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 (other than an action by or in
the right of the corporation) 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, and the corporation may in the discretion of
the directors indemnify any such person serving as an employee or agent of the
corporation or another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
2. Actions by or in the Right of the Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor 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, and the corporation may
in the discretion of the directors indemnify any such person serving as an
employee or agent of the corporation or another enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation; except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, a court of
competent jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
said court shall deem proper.
3. Expenses. To the extent that a director, officer, employee, or agent
of the corporation entitled to indemnity under this Article IV has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
-8-
<PAGE>
4. Individual Determination. Any indemnification under Sections 1 and 2
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.
5. Advance Payment of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined in accordance with this Article that he is
entitled to be indemnified by the corporation.
6. Scope and Nonexclusivity. The indemnification provided by this
Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification may or would, by effective corporate action, be entitled
under or pursuant to the General Corporation Law of the State of Delaware as
from time to time amended (which rights are hereby incorporated by reference
herein), or under any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in their official capacities and as to action in
other capacities while holding such offices, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
7. Insurance. The board of directors may at any time and from time to
time cause the corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article.
8. Constituent, Resulting and Surviving Corporations. For purposes of
this Article, references to "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
existence had continued, would have had power and authority to indemnify its
directors, officers, 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 Article V with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
ARTICLE VI
Capital Stock
1. Certificates Representing Shares. The shares of the corporation
shall be represented by certificates signed by the president or a vice president
and the secretary or an assistant secretary and bearing the seal of the
corporation. Such seal may be a facsimile. Where such a certificate is
countersigned by a transfer agent other than the corporation or an employee of
the corporation, or by a
-9-
<PAGE>
transfer clerk and registered by a registrar, the signatures of the president or
vice president and the secretary or assistant secretary upon such certificate
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if such officer had not ceased to hold such office at
the date of its issue.
2. Information on Certificate. Each certificate representing shares
shall state on its face the name of the corporation and that it is organized
under the laws of the State of Delaware, the name of the person to whom such
shares are issued, the number and class of shares which such certificate
represents, and the par value of each share represented by such certificate, or
a statement that the shares are without par value.
3. Limitations on Transferability. Every certificate representing
shares the transferability of which is restricted or limited shall state upon
its face that the transferability of such shares is restricted or limited, and
the face or back thereof shall either set forth a full or summary statement of
any such restriction or limitation or shall state that the corporation will
furnish to any shareholder upon request and without charge a full or summary
statement thereof.
4. Classes of Stock. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, every
certificate representing shares issued by the corporation shall set forth upon
the face or back thereof, or shall state that the corporation will furnish to
any shareholder upon request and without charge, a full or summary statement of
the designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.
5. Payment. No certificate shall be issued for any share until such
share is fully paid.
6. Transfer of Stock. Shares of stock shall be transferable on the
books of the corporation pursuant to applicable law and such rules and
regulations as the board of directors shall from time to time prescribe. The
board of directors may at any time or from time to time appoint a transfer agent
or agents or a registrar or registrars for the transfer or registration of
shares of stock.
7. Holders of Record. Prior to presentment for registration of
transfer, the corporation may treat the holder of record of a share of its stock
as the complete owner thereof exclusively entitled to vote, to receive
notifications and otherwise entitled to all the rights and powers of a complete
owner thereof, notwithstanding notice to the contrary.
8. Lost, Stolen, or Destroyed Stock Certificates. The board of
directors may direct a new stock certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen, or destroyed upon the making of an affidavit
of that fact by the person registered as the owner thereof. When authorizing
such issue of a new certificate or certificates, the board of directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates or his legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against the corporation on account of the
alleged loss, theft, or destruction of such certificates or the issuance of such
new certificate.
-10-
<PAGE>
ARTICLE VII
Books and Records
1. Maintenance. The corporation shall keep correct and complete books
and records of account and shall also keep minutes of the proceedings of its
stockholders and board of directors; and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders alphabetically and the number and class of the shares held by each.
2. Access by Stockholder. Any stockholder, 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 of 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 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. All demands under this Section 2
shall be directed to the corporation at its registered office in the State of
Delaware or at its principal place of business.
3. Access by Director. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to his position as a director.
ARTICLE VIII
Miscellaneous Provisions
1. Checks, Notes, Drafts and Other Instruments. Checks, notes, drafts
and other instruments for the payment of money drawn or endorsed in the name of
the corporation may be signed by the president or any other officer or officers
or person or persons authorized by the board of directors to sign the same. No
other officer or person shall sign any such instruments unless authorized by the
board of directors to do so.
2. Corporate Seal. The seal of the corporation shall be circular in
form, bearing the name of the corporation, the words "State of Delaware" and the
year of incorporation, and the same may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.
3. Fiscal Year. The fiscal year of the corporation shall commence on
July 1 and end on June 30 each year.
4. Separability. If any term or provision of the bylaws, or the
application thereof to any person or circumstances or period of time, shall to
any extent be invalid or unenforceable, the remainder of the bylaws shall be
valid and enforced to the fullest extent permitted by law.
5. Amendments. The power to adopt, amend and repeal bylaws is vested in
the board of directors by the Certificate of Incorporation, but such bylaws may
be amended or repealed and new bylaws may be adopted by vote of the stockholders
entitled to vote for directors. Any bylaw adopted or amended by the stockholders
may be altered or repealed only by the stockholders until one year after the
adoption thereof.
-11-
<PAGE>
CERTIFICATION
I hereby certify that the foregoing bylaws are those adopted
by the corporation's Incorporator as of July 10, 2000, and ratified by the
corporation's Board of Directors on July , 2000.
/s/ Roma Kidd
--------------------
Roma Kidd, President
-12-
