<PAGE> 1
Exhibit 3.2
BYLAWS
OF
ENVIRO INDUSTRIAL TECHNOLOGIES, INC.
(A DELAWARE CORPORATION)
<PAGE> 2
BY LAWS
OF
ENVIRO INDUSTRIAL TECHNOLOGIES INC.
(A DELAWARE CORPORATION)
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before such meeting shall be held at such time and date as the
Board of Directors, by resolution, shall determine and as set forth in the
notice of meeting. The annual meeting shall be held at such place, within or
without the State of Delaware, as the Directors may, from time to time, fix. In
the event the Board of Directors fails to determine the time, date and place of
meeting, the annual meeting of stockholders shall be held at the registered
office of the corporation in the State of Delaware. The meeting shall be open to
all shareholders, whether or not said shareholder is entitled to vote on any
matters as provided herein.
SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.
SECTION 3. NOTICE OF MEETINGS. Written notice, stating the place, day
and hour of the meeting, shall be given by or under the direction of the
President or Secretary. The notice of an annual meeting shall state that the
meeting is called for the election of directors and for the transaction of other
business which may properly come before the meeting, and shall (if any other
action which could be taken at a special meeting is to be taken at such annual
meeting) state the purpose or purposes. The notice of a special meeting shall in
all instances state the purpose or purposes for which the meeting is called.
Except as otherwise provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by mail not less than ten
(10) days nor more than sixty (60) days before the date fixed for such meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation. Notice shall be given to each stockholder entitled to vote at such
meeting, of record at the close of business on the day fixed by the Board of
Directors as a record date for the determination of the stockholders entitled to
vote at such meeting or, if no such date
1
<PAGE> 3
has been fixed, of record at the close of business on the day next preceding the
day on which notice is given. Notice shall be in writing and shall be delivered
to each stockholder in person or sent by United States mail, postage prepaid. A
waiver of such notice, in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice. Except as otherwise required by statute, notice of
any adjourned meeting of the stockholders shall not be required. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
SECTION 4. QUORUM. Except as may otherwise be required by statute, the
presence at any meeting, in person or by proxy, of the holders or record of a
majority of the shares then issued and outstanding and entitled to vote shall be
necessary and sufficient to constitute a quorum for the transaction of business.
The stockholders present may adjourn the meeting despite the absence of a
quorum. The stockholders present at a duly organized meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 5. VOTING. Each stockholder entitled to vote in accordance with
the terms of the certificate of incorporation and in accordance with the
provisions of these bylaws shall be entitled to one vote, in person or by proxy,
for each share of stock entitled to vote held by such stockholder, but no proxy
shall be voted after three years from its date unless such proxy provides for a
longer period. Any action shall be authorized by a majority of the votes cast
except where the General Corporation Law prescribes a different percentage of
votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of incorporation and
these bylaws.
SECTION 6. STOCKHOLDER LIST. A complete list of the stockholders
entitled to vote at the ensuing election, arranged in alphabetical order, with
the address of each, and the number of shares held by each, 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 (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at
2
<PAGE> 4
the time and place of the meeting during the whole time thereof, and it may be
inspected by any stockholder who is present.
SECTION 7. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Whenever the
vote of stockholders at a meeting thereof is required or permitted to be taken
in connection with any corporate action, by any provision or statute, these
bylaws, or the certificate of incorporation, the meeting and vote of
stockholders may be dispensed with if a majority of the stockholders of the
class of stock entitled to vote at the meeting, who would have been entitled to
vote on such action if such meeting were held, shall consent in writing to such
corporate action being taken. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by the Board of Directors, except as otherwise provided by
statute, the certificate of incorporation or these bylaws.
SECTION 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of a minimum of three (3) and a maximum of nine (9) members. This number
may be changed from time to time by resolution of the Board of Directors.
Directors need not be a resident of the State of Delaware, citizen of the United
States or a stockholder of the Corporation. Directors shall be natural persons
of the age of eighteen (18) years or older.
SECTION 3. ELECTION AND TERM OF OFFICE. Members of the initial Board of
Directors of the corporation shall hold office until the first annual meeting
stockholders. At the first annual meeting of stockholders, and at each annual
meeting thereafter, the stockholders shall elect directors to hold office until
the next succeeding annual meeting. Each director shall hold office until his
successor is duly elected and qualified, or until their earlier resignation or
removal. Election of directors need not be by ballot.
SECTION 4. COMPENSATION. The Board of Directors may provide by
resolution that the corporation shall allow a fixed sum and reimbursement of
expenses for attendance at meetings of the Board of Directors and for other
services rendered on behalf of the corporation. Any director of the corporation
may also serve the corporation in any other capacity, and receive compensation
therefor in any form, as the same may be determined by the Board in accordance
with these bylaws.
3
<PAGE> 5
SECTION 5. REMOVALS AND RESIGNATIONS. Except as may otherwise be
provided by statute, the stockholders may, at any special meeting called for the
purpose, by a vote of the holders of the majority of the shares then entitled to
vote at an election of directors, remove any or all directors from office, with
or without cause.
A director may resign at any time by giving written notice to the Board
of Directors, the president or the secretary of the corporation. The resignation
shall take effect immediately upon the receipt of notice, or any later period of
time specified therein. The acceptance of such resignation shall not be
necessary to make it effective, unless the resignation requires acceptance for
it to be effective.
SECTION 6. VACANCIES. Any vacancy occurring in the office of a
director, whether by reason of an increase in the number of directorships or
otherwise, may be filled by a majority of the directors then in office, though
less than a quorum. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, unless sooner displaced.
When one or more directors 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 so chosen shall hold office as herein provided in the filing of
other vacancies.
SECTION 7. POWERS. The Board of Directors shall exercise all of the
powers of the corporation except such as are by statute, the certificate of
incorporation or these bylaws conferred upon or reserved to the stockholders.
SECTION 8. EXECUTIVE COMMITTEE. By resolution adopted by a majority of
the Board of Directors, the Board may designate one or more committees,
including an executive committee, each consisting of one (1) or more directors.
The Board of Directors may designate one (1) or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of such committee. Any such committee, to the extent provided in
the resolution and except as may otherwise be provided by statute, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers that may require the same; but the
designation of such committee and delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law. If there be more than two (2)
members on such committee, a majority of
4
<PAGE> 6
any such committee may determine its action and may fix the time and place of
its meetings, unless provided otherwise by the Board; however, if there be only
two (2) members, unanimity of action shall be required. Committee action may be
by way of a written consent signed by all committee members. The Board shall
have the power at any time to fill vacancies on committees, to discharge or
abolish any such committee, and to change the size of any such committee.
Except as otherwise prescribed by the Board of Directors, each
committee may adopt such rules and regulations governing its proceedings,
quorum, and manner of acting as it shall deem proper and desirable.
Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors. Failure to
submit such record or failure of the Board to approve any action indicated
therein, will not however, invalidate such action to the extent it has been
carried out by the corporation prior to the time the record or such action was,
or should have been, submitted to the Board of Directors as herein provided.
SECTION 9. MEETINGS. The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may be fixed by consent, in writing, of all
the directors.
Regular meetings of the directors may be held without notice at such
place and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the board may be called by the president or by the
secretary on the written request of any two (2) directors on at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.
Nothing shall prohibit a telephone meeting of the Board of Directors provided a
quorum is present.
SECTION 10. ACTION WITHOUT MEETING. 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 prior to such action a written consent
thereto is signed by all members of the board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.
5
<PAGE> 7
SECTION 11. CONTRACTS. No contract or other transaction between this
Corporation and any other business shall be affected or invalidated, nor shall
any director be liable in any way by reason of the fact that a director of this
corporation is interested in, or is financially interested in such other
business, provided such fact is disclosed to the Board.
Any director may be a party to or may be interested in any contract or
transaction of this corporation individually, and no director shall be liable in
any way by reason of such interest, provided that the fact of such participation
or interest be disclosed to the Board and provided that the Board shall
authorize or ratify such contract or transaction by the note (not counting the
vote of any such director) of a majority of directors at a meeting at which such
action is taken. Such director may be counted in determining the presence of a
quorum at such meeting. This Section shall not be construed to invalidate or in
any way affect any contract or other transaction which would otherwise be valid
under the law applicable thereto.
ARTICLE III
OFFICERS
SECTION 1. NUMBER. The corporation shall have a president, a secretary
and a treasurer, and such other officers and agents as it may be deemed
necessary. More than two offices may be held by the same person.
SECTION 2. SUBORDINATE OFFICERS. The Board of Directors, from time to
time, may appoint other officers and agents, including one or more assistant
secretaries and one or more assistant treasurers, each of whom shall hold office
for such period and each of whom shall have such authority and perform such
duties as are provided in these bylaws or as the Board of Directors from time to
time may determine. The Board of Directors may delegate to any officer the power
to appoint any such subordinate officers and agents and to prescribe their
respective authorities and duties.
SECTION 3. REMOVALS AND RESIGNATIONS. The Board of Directors may, by
vote of a majority of its entire number, remove from office any officer or agent
of the corporation that was appointed by the Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors. The resignation shall take effect immediately upon the
receipt of the notice, or any later period of time specified therein. The
acceptance of such resignation shall not be necessary to make it effective,
unless the resignation requires acceptance for it to be effective.
6
<PAGE> 8
SECTION 4. VACANCIES. Whenever any vacancy shall occur in any office by
death, resignation, removal or otherwise, the same shall be filled at any
meeting of directors for the unexpired portion of the term in the manner
prescribed by these bylaws for the regular election or appointment to such
office.
SECTION 5. CHAIRMAN. The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors and shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors.
SECTION 6. SALARIES. The salaries of the officers of the corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed, in accordance with the
provisions of these bylaws or any statute. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation. Nothing contained in this bylaw shall be construed so as to
obligate the corporation to pay any officer a salary, the same being within the
sole discretion of the Board of Directors.
SECTION 7. SURETY BOND. The Board of Directors may in its discretion
secure the fidelity of any or all of the officers of the corporation by bond or
otherwise.
ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate, signed in the name of the
corporation by the president and by the secretary of the corporation, certifying
the number of shares owned by that person in the corporation. Any or all of the
signatures on any such certificate may be a facsimile.
Certificates of stock shall be in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors. Any restrictions
on the transfer or registration of transfer of any shares of stock of any class
or series shall be noted conspicuously on the certificate representing such
shares.
SECTION 2. TRANSFER OF STOCK. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the corporation
shall be made only on the stock
7
<PAGE> 9
ledger of the corporation by the registered holder thereof or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation or with a transfer agent or a registrar, if any,
and, in case of shares represented by certificates, on surrender of the
certificate or certificates for such shares of stock properly endorsed and the
payment of all taxes due thereon.
SECTION 3. LOST, DESTROYED, AND STOLEN CERTIFICATES. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, and alleged to have been lost,
destroyed or stolen, and the Board of Directors may require the owner of such
lost, destroyed or stolen certificate, or his representative, to furnish an
affidavit as to such loss, to give the corporation a bond sufficient to
indemnify the corporation 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 any such new certificate, and satisfy such other reasonable
requirements, including evidence of such loss, destruction, or theft, as may be
imposed by the corporation.
SECTION 4. UNCERTIFICATED SHARES. Subject to any conditions imposed by
the General Corporation Law, the Board of Directors of the corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
SECTION 5. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or
8
<PAGE> 10
uncertificated full shares before a specified date, or subject to the conditions
that the shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
SECTION 6. RECORD DATE. In lieu of closing the share records of the
Corporation, the Board may fix, in advance, a date not less than ten (10) nor
more than sixty (60) days, as the record date for the determination of
shareholders entitled to receive notice of, and to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day immediately preceding the day on which
notice is given, or, if the notice is waived, at the close of business on the
day immediately preceding the day on which the meeting is held; the record date
for determining shareholders for any other purpose shall be at the close of
business on the day on which the resolution of the directors relating thereto is
adopted. The record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein. Such determination shall
apply to any adjournment thereof, unless the directors fix a new record date for
the adjourned meeting.
ARTICLE V
DIVIDENDS
SECTION 1. DIVIDENDS. Subject to the provisions of the certificate of
incorporation, the Board of Directors may, at any regular or special meeting and
out of funds legally available therefor, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before any dividend is
declared, there may be set apart out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends of for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 2. RELIANCE ON CORPORATE RECORDS. A director shall be fully
protected in relying in good faith upon the book of account as to the value and
amount of the assets, liabilities and
9
<PAGE> 11
net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid.
SECTION 3. MANNER OF PAYMENT. Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation.
ARTICLE VI
SEAL AND FISCAL YEAR
SECTION 1. SEAL. The corporate seal, subject to alteration by the Board
of Directors, shall be in the form of a circle, shall bear the name of the
corporation and shall indicate its formation under the laws of the state of
Delaware and the year of incorporation. Such seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.
SECTION 2. FISCAL YEAR. The Board if Directors shall in its sole
discretion, designate a fiscal year for the corporation.
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. EXCULPATION. No director or officer of the corporation shall
be liable for the acts, defaults or neglects of any other director or officer,
or for any loss sustained by the corporation, unless the same has resulted from
his own willful misconduct, willful neglect, or negligence.
SECTION 2. INDEMNIFICATION. Each director and officer of the
corporation and each person who shall serve at the corporation's request as a
director or officer of another corporation in which this corporation owns shares
of capital stock or of which it is a creditor shall be indemnified by the
corporation against all reasonable costs, expenses and liabilities (including
reasonable attorney's fees) actually and necessarily incurred by or imposed upon
him in connection with, or resulting from, any claim, action, suit, proceeding,
investigation or inquiry of whatever nature in which he may be involved as a
party or otherwise by reason of his being or having been a director or officer
of the corporation or such director or officer of such other corporation, at the
time of the incurring or imposition of such costs, expenses or liabilities,
except in relation to matters as to which he shall be finally adjudged in such
action, suit, proceeding, investigation or inquiry
10
<PAGE> 12
to be liable for willful misconduct, willful neglect, or gross negligence toward
or on behalf of the corporation in the performance of his duties as such
director or officer of the Corporation or as such director or officer of such
other corporation. As to whether or not a director or officer was liable by
reason of willful misconduct, willful neglect, or gross negligence toward or on
behalf of the corporation in the performance of his duties as such director or
officer of the corporation or as such director or officer of such other
corporation, in the absence of such final adjudication of the existence of such
liability, the Board of Directors and each director and officer may conclusively
rely upon an opinion of legal counsel selected by or in the manner designated by
the Board of Directors. The foregoing right to indemnification shall be in
addition to and not in limitation of all other rights to which such person may
be entitled as a matter of law and shall inure to the benefit of the legal
representative of such person.
SECTION 3. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation or who is or was a director, officer, employee or agent
of the corporation or who is or was serving at the request of the corporation,
partnership, joint venture, trust, association 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 he is indemnified against such
liability by this Article VII.
ARTICLE VIII
AMENDMENTS
SECTION 1. BY SHAREHOLDERS. All bylaws of the corporation shall be
subject to revision, amendment or repeal, and new bylaws may be adopted from
time to time by a majority of the shareholders who are entitled to vote in the
election of directors.
SECTION 2. BY DIRECTORS. The Board of Directors shall adopt a
resolution setting forth the amendment proposed declaring its advisability, and
either calling a special meeting of the stockholders entitled to vote in respect
thereto for the consideration of such amendment or directing that the amendment
proposed be considered at the next annual meeting of stockholders. Such special
or annual meeting shall be called and held upon notice. This notice shall set
forth such amendment in full or a brief summary of the changes to be effected
thereby, as the directors shall deem advisable. At the meeting a vote of the
stockholders entitled to vote thereon shall be taken for and against the
proposed amendment. If a majority of the outstanding stock entitled to vote
thereon and a majority of the outstanding
11
<PAGE> 13
stock of each class entitled to vote thereon as a class has voted in favor of
the amendment, a certificate setting forth the amendment and certifying that
such amendment has been duly adopted in accordance with this Section shall be
executed, acknowledged, filed an recorded and shall become effective. Anything
to the contrary herein notwithstanding, any such action to be taken at a
stockholders meeting relating to the proposals of the Board of Directors in
accordance with this Section 2 of Article VIII, can be taken without out a
stockholders meeting in accordance with Article I, Section 7 of the bylaws.
The undersigned Incorporator certifies that he has adopted the
foregoing bylaws as the first bylaws of the corporation in accordance with the
requirements of the Business Corporation Law.
Dated: March 31, 2000
--------------------------------
Gerald A. Adler
Incorporator
12
