BY LAWS
OF
ENABLEWARE TECHNOLOGY, INC.
ARTICLE I
OFFICES
Section 1. The registered office shall be established and maintained at
the office of Corporation Service Company, 1013 Centre Road, Suite # 203,
Wilmington, Delaware and said corporation shall be the registered agent of this
corporation in charge thereof unless and until a successor registered agent is
appointed by the Board of Directors.
Section 2. The corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of Directors
may from time to time appoint or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at such place
within or without the State as may be from time to time fixed or determined by
the Board of Directors.
Section 2. An annual meeting of the stockholders shall be held on a
date and at a time and place to be determined by the Board of Directors, when
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors pursuant to a
resolution adopted by a majority of total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption). Such resolution shall state the purpose or purposes of the proposed
meeting. Upon delivery to the secretary of the Corporation of said resolution,
it shall be the duty of the secretary to call a special meeting of the
stockholders to be held at such time, not more than sixty days thereafter, as
the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call. At any special meeting
of stockholders, only such business shall be conducted as shall have been
brought before the meeting by or at the direction of the Board of Directors.
Section 4. Written notice of every meeting of the stockholders,
specifying the place, date, and hour of the meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting in called, shall
be served upon or mailed, postage prepaid, not less than ten nor more than sixty
days before the date of the meeting unless a different period of notice is
required by statute, to each stockholder entitled to vote thereat.
Section 5. At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting (i) by
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or at the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 5. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the Corporation. To
be timely, a stockholder's notice must be delivered or mailed to and received at
the principal executive offices of the Corporation not less than one hundred
twenty (120) days in advance of the date of the Corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of the stockholders. A stockholder's notice to the secretary shall 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 address, as they appear on the Corporation's books, of the
stockholder who proposes such business, (iii) the class and number of shares of
the Corporation's capital stock that are beneficially owned by such stockholder
and (iv) any material interest of such stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 5. The officer of the Corporation or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 5 and, if he should so
determine, shall so declare to the meeting, and any such business so determined
to be not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions, a stockholder shall also comply with
all applicable requirements of the Securities and Exchange Act of 1934 and the
rules and regulations thereunder with respect to the matters set forth in this
Section 5.
Section 6. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business, except as otherwise provided by law or by the
Certificate of Incorporation, or by these Bylaws. The stockholders present in
person or by proxy at a duly convened meeting may continue to do business until
adjournment, notwithstanding withdrawal of enough stockholders to leave less
than a quorum.
Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, 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 law or
of the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 8. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share having voting power
hold by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period; and, except where the
Board of Directors has fixed, in advance, a record date, which shall not be more
than sixty, nor less than ten days before the date of such meeting, the record
date for determining stockholders entitled to vote at a meeting of stockholders
shall be at the close of business on the next day preceding the day on which the
meeting is held.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the Board of
Directors shall not be less than one (1) nor more than eight (8) directors,
which Board of Directors shall be elected by the stockholders at their annual
meeting. The Board of Directors may, by a vote of not less than a majority of
the authorized number of directors, increase or decrease the number of directors
from time to time without a vote of the stockholders provided, however, that any
such decrease shall not eliminate any director then in office.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining number of the Board of Directors, though less than a quorum. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
Board of Directors (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be hold to fill any such vacancies or newly created directorships,
or to replace the directors chosen by directors then in office as aforesaid,
which election shall be governed by the provisions of this Article III, as far
as applicable.
Section 3. Only persons who are nominated in accordance with the
procedures and qualifications set forth in these Bylaws shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders at which
directors are to be elected only (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 3. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made by timely notice in writing
to the secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) days in advance of the date
of the Corporation's proxy statement released to stockholders in connection with
the previous year's annual meeting of the stockholders. Such stockholder's
notice shall set forth (i) as to each person whom such stockholder proposes to
nominate for election or re-election as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to Rule
14A under the Securities Exchange Act of 1934, as amended (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (ii) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
biographical, financial and other information, and all certifications, reports
and submissions required by any regulatory agency with supervisory authority
over the Corporation or any of its subsidiaries, or any successor to such a
regulatory agency, with respect to the designation of a new director of a
company regulated by such a regulatory agency; and (iii) as to the stockholder
giving the notice (x) the name and address, as they appear on the Corporation's
books, of such stockholder and (y) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such stockholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
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the provisions of this Section 3. The officer of the Corporation or other person
presiding over the meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and, if he should so
determine, shall so declare to the meeting, and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions, a stockholder shall
also comply with all applicable requirements of the Securities and Exchange Act
of 1934 and the rules and regulations thereunder with respect to the matters set
forth in this Section 3 of Article III.
Section 4. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised and, done
by the stockholders.
Section 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 6. The first meeting of each newly elected Board of Directors
shall be held at the same place as, and immediately following, the annual
meeting of the stockholders unless the stockholders shall otherwise fix the time
and place of such meeting at the annual meeting of stockholders at which such
directors were elected, in which case such meeting shall be hold at the time and
place so fixed. No notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute such meeting, provided a
majority of the whole Board of Directors shall be present. In the event such
meeting is not hold at such time and place as provided for above, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for such meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 7. Regular meetings of the Board of Directors may be hold
without notice at such time and at such place as shall from time to time be
determined by resolution of at least a majority of the Board of Directors at a
duly governed meeting, or by unanimous written consent.
Section 8. Special meetings of the Board of Directors may be called by
the president on five (5) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 9. At all meetings of the Board of Directors, a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the Board of
Directors, except as may be otherwise specifically provided by statute or the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice, other than announcement at the meeting, until a quorum
shall be present.
Section 10. If all the directors shall severally or collectively
consent in writing to any action to be taken by the Corporation, and if the
writing or writings are filed with the minutes of the proceedings of the Board
of Directors, such action shall be as valid a corporate action as though it had
been authorized at a meeting of the Board of Directors.
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Section 11. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it. The committee or committees
designated shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
Section 12. Directors shall not receive any stated salary for their
services but, by resolution of the Board of Directors, a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors or at meetings of the executive committee;
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 13. The entire Board of Directors or any individual director
may be removed from office at any time, but only for cause and only by an
affirmative vote of the holders of at least 80% of the then outstanding shares
of capital stock entitled to vote generally in the election of directors.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or by facsimile to a facsimile number
which the director has advised the corporation is to be used for such purpose.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a chairman of the Board of Directors, a president, a
vice president, a secretary and a treasurer. The Board of Directors may also
choose additional vice presidents and one or more assistant secretaries and
assistant treasurers. Any of the aforesaid offices may be held by the same
person. Except for the office of president, secretary and treasurer, the Board
of Directors, in its discretion, may leave vacant for such period of time as it
may doom appropriate any office provided for in these Bylaws.
Section 2. The Board of Directors, at their first meeting, shall elect
a president, who may but need not be a director, and, the Board of Directors
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shall also annually choose a vice president, a secretary and a treasurer who
need not be members of the Board of Directors.
Section 3. The Board of Directors may appoint such other officers and,
agents as it shall doom necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
Section 6. The chairman of the Board of Directors shall preside at all
meetings of the Board of Directors and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
Section 7. The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of the stockholders, shall have
general and active management of the business of the Corporation, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8. The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.
Section 9. The vice president or, if there shall be more than one, the
vice presidents, in the order determined by the Board of Directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties and have much other
powers as the Board of Directors may from time to time prescribe.
Section 10. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.
Section 11. The assistant secretary or, if there shall be more than
one, the assistant secretaries, in the order determined by the Board of
Directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
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Section 12. The treasurer shall have custody of the corporate funds and
securities, shall keep full and accurate. accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
Section 13. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors at
its regular meetings or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.
Section 14. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 15. The assistant treasurer or, if there shall be more than
one, the assistant treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
CERTIFICATES OF SHARES - LOST CERTIFICATES -
STOCK TRANSFER MATTERS - DIVIDENDS
Section 1. The certificates of shares of the Corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be.
Section 2. Every share certificate shall be signed by the president and
the secretary and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.
Section 3. In case any officer who has signed or whose facsimile
signature has been placed upon any share certificate, shall have ceased to be
such officer because of death, resignation or otherwise before, the certificate
is issued, it may be issued, by the Corporation with the same effect as if the
officer had not ceased to be such at the date of its issue.
Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. 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, destroyed or wrongfully taken
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
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Corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.
Section 5. Upon the surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6. The Board of Directors may fix a time, not more than sixty
nor less than ten days, prior to the date of any meeting of stockholders or the
date fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the stockholders entitled to receive payment of any such dividend or
distribution or to receive any such allotment of rights or to exercise the
rights in respect to any such change, conversion or exchange of shares. In such
case only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting or to receive
payment of such dividend or to receive such allotment of rights or to exercise
such rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after any record date so fixed. The Board of
Directors may close the books of the Corporation against transfers of shares
during the whole or any part of such period and in such case written or printed
notice thereof shall be mailed at least ton days before the closing thereof to
each stockholder of record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the purpose of notice.
Section 7. The Corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.
ARTICLE VII
INDEMNIFICATION AND INSURANCE -
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. The Corporation shall, to the fullest extent now or
hereafter permitted by law, indemnify any person who was or is a party or in
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, 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
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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.
Section 2. The Corporation shall, to the fullest extent now or
hereafter permitted by law, 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
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. No such indemnification
against expenses shall be made, however, in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability, but in view of all the circumstances of the came,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall doom proper.
Section 3. Indemnification under Sections 1 and 2 of this Article shall
be made by the Corporation when ordered by a court or upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct at forth in those
sections. 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 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.
Section 4. Expenses incurred in defending a civil or criminal action,
suit or proceeding of the kind described in Sections 1 and 2 of this Article
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
the person who may be entitled to indemnification under those Sections, to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
Section 5. The indemnification provided in this Article shall continue
as to a person who has ceased to be a director or officer of the Corporation and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Section 6. Nothing herein contained shall be construed as limiting the
power or obligation of the Corporation to indemnify any person in accordance
with the Delaware General Corporation Law, as amended from time to time, or in
accordance with any similar law adopted in lieu thereof. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
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Section 7. The Corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by him in
enforcing any right to indemnification under this Article, under the Delaware
General Corporation Law, as amended from time to time, or under any similar law
adopted in lieu thereof.
Section 8. Any person who shall serve as a director, officer, employee
or agent of the Corporation or who shall serve, at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be deemed to do so
with knowledge of and in reliance upon the rights of indemnification provided in
this Article, in the Delaware General Corporation Law, as amended from time to
time, and in any similar law adopted in lieu thereof.
Section 9. The Corporation shall have power but not the obligation 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.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. The Board of Directors of the Corporation may adopt
emergency Bylaws, subject to repeal or change by action of the stockholders,
which shall be operative during any emergency resulting from warlike damage or
attack on the United States or any nuclear or atomic disaster. The emergency
Bylaws may make any provision that may be practical and necessary for the
circumstances of the emergency.
Section 2. 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 its directors or officers are also directors or officers, or have a financial
interest, shall be void or voidable solely for such reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (a) The material
facts as to his interest and as to the contract or transaction are disclosed or
known to the Board of Directors and the Board of Directors in good faith
authorizes the contract or transaction by a vote sufficient for such purpose
without counting the vote of the interested director or directors; or (b) The
material facts as to his 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 a vote of the
shareholders; or (c) 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
or the stockholders.
Section 3. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors which authorized a
contract or transaction in the preceding section.
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Section 4. Dividends upon the shares of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in its shares, subject to the provisions of
the Certificate of Incorporation.
Section 5. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 6. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 7. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 8. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed by a
resolution of a majority of the Board of Directors or Shareholders.
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