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EXHIBIT 2(b)
BY-LAWS
OF
UNITED NETWORK MARKETING SERVICES, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of National Corporate Research, Ltd.,
in the City of Dover, in the County of Kent, in the State of 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. OTHER OFFICES. 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. ANNUAL MEETINGS. Annual meetings of stockholders
for the election of Directors and for such other business as may be stated in
the notice of the meeting, shall be held on such date as the Board of Directors,
by resolution, may designate, at such place, either within or without the State
of Delaware, as the Board of Directors, by resolution, shall determine and as
set forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote
shall elect a Board of Directors and they may transact such other corporate
business as shall be stated in the notice of the meeting or as may properly come
before the meeting in accordance with these By-laws.
SECTION 2. VOTING. Each stockholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-Laws shall be entitled to one vote in person or
by proxy, for each share of stock held by such stockholder which has voting
power upon the matter in question, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and only as long
as it is coupled with an interest
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sufficient in law to support an irrevocable power. The vote for Directors and
the vote upon any question before the meeting, shall be by ballot. With respect
to the election of Directors, a plurality of the votes cast at a meeting shall
be sufficient to elect. All other matters or questions shall, unless otherwise
provided by law, by the Certificate of Incorporation or by these By-laws, be
decided by the affirmative vote of a majority of shares of stock present in
person or by proxy at the meeting and entitled to vote on such matter or
question.
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 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 3. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the holders, represented in
person or by proxy at any duly called meeting of shareholders, of shares
representing a majority of the total of the number of shares of stock issued and
outstanding and entitled to vote at such meeting shall constitute a quorum for
the transaction of business at such meeting. In case a quorum shall not be
present at any meeting, the holders of a majority of the shares entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
the requisite number of shares entitled to vote shall be present. At any such
adjourned meeting at which the requisite number of shares entitled to vote shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
SECTION 4. SPECIAL MEETINGS. Special meetings of the
shareholders of the corporation shall be called by the Secretary of the
corporation (A) at the request of the Chairman of the Board of Directors or the
President of the corporation or (B) at the request of a majority of the entire
Board of Directors. Special meetings may be held at such place within or without
the State of Delaware, as designated in the notice of meeting.
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SECTION 5. NOTICE OF MEETINGS. Written notice, stating the
place, date and time of any meeting of stockholders, and the general purpose or
purposes of the business to be considered, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the records of the
corporation, not less than 10 nor more than 60 days before the date of the
meeting. No business other than that stated in the notice shall be transacted at
any special meeting without the unanimous consent of all the stockholders
entitled to vote thereat.
SECTION 6. ORGANIZATION OF MEETINGS. Meetings of stockholders
shall be presided over by the Chairman of the Board, if any, or in his absence
by the President, or in his absence by a Vice President, or in the absence of
the foregoing persons by a chairman designated by the Board of Directors. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
SECTION 7. ACTION WITHOUT MEETING. Unless otherwise provided
by the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM; ADVANCE NOTIFICATION OF
STOCKHOLDER NOMINATIONS. The Board of Directors shall consist of one or more
members. Subject to any provision set forth in the corporation's Certificate of
Incorporation, the number of Directors shall be as designated by resolution
adopted by the Directors. The Directors shall be elected at the annual meeting
of the stockholders and each Director shall be elected to serve until his
successor shall be elected and shall qualify or until his earlier resignation or
removal. Directors need not be stockholders.
SECTION 2. RESIGNATIONS. Any director, member of a committee
or other officer may resign at any time. Such resignation shall be made in
writing, and shall take effect at the
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time specified therein, and if no time be specified, at the time of its receipt
by the Chairman, President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective.
SECTION 3. REMOVAL. A Director may be removed from office
either for or without cause prior to the expiration of his term by the
affirmative vote of the holders of a majority of all the shares outstanding and
entitled to vote at an election of Directors at a Special Meeting of
stockholders called for that purpose in accordance with the provisions of these
By-Laws. A Director may also be removed for cause by a majority of the entire
Board of Directors.
SECTION 4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Vacancies and newly created directorships occurring on the Board of Directors
may be filled by a vote of the remaining directors (although less than a quorum)
and the Directors thus chosen shall hold office until the next annual election
and until their successors are elected and qualify, or, if the Directors are
divided into classes, until the next election of the class for which such
Directors shall have been chosen and until their successors are elected and
qualify.
SECTION 5. POWERS. The Board of Directors shall exercise all
of the powers of the corporation except such as are by law, or by the
Certificate of Incorporation of the corporation or by these By-Laws conferred
upon or reserved to the stockholders. If a quorum is present at any meeting, all
action permitted or required to be taken shall be taken by a vote of a majority
of those present, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.
SECTION 6. COMMITTEES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole board, designate one
or more committees, each committee to consist of one or more of the Directors of
the corporation. The board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of any member
of such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-Laws, 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, and may authorize the seal of the
corporation to be
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affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.
SECTION 7. 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, after their appointment by the incorporator(s)
of the corporation or 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 places 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 Chairman,
the President or by the Secretary on the written request of any two Directors on
at least two day's written notice or one days' notice by telephone, telecopy,
telex or telegram 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. All notices shall be given to the Directors at their business or home
addresses.
Any waiver or notice of meeting need not specify the purposes
of the meeting.
Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
SECTION 8. QUORUM. A majority of the Directors shall
constitute a quorum for the transaction of business. If at any meeting of the
board there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need be
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given other than by announcement at the meeting which shall be so adjourned.
SECTION 9. COMPENSATION. Directors shall not receive any
stated salary for their services as Directors or as members of committees,
except as otherwise provided by a resolution adopted by the Board of Directors.
Nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity as an officer, agent or otherwise,
and receiving compensation therefor.
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.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be
a President and a Secretary, whom shall be elected by the Board of Directors and
who shall hold office until their successors are elected and qualified or until
their earlier resignation, death or removal. In addition, the Board of Directors
may elect a Chairman, a Vice Chairman, Chief Executive Officer, Chief Operating
Officer, one or more Executive Vice-Presidents and Vice Presidents, a Treasurer,
and such Assistant Secretaries and Assistant Treasurers as they may deem proper.
None of the officers of the corporation need be Directors. The officers shall be
elected at the first meeting of the Board of Directors after each annual
meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors
may appoint such other officers and agents as it may deem advisable, who shall
hold their offices for such term and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. ELECTION. The President, Treasurer and Secretary
shall be elected annually by the Board of Directors at its first meeting
following the annual meeting of stockholders. Other officers may be appointed by
the Board of Directors at such meeting or at any other meeting.
SECTION 4. RESIGNATION AND REMOVAL. Any officer may resign by
delivering his written resignation to the corporation at
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its principal office or to the President or Secretary. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.
The Board of Directors, or a committee duly authorized to do
so, may remove any officer with or without cause. Except as the Board of
Directors may otherwise determine, no officer who resigns or is removed shall
have any right to any compensation as an officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month or by the year or otherwise, unless
such compensation is expressly provided in a duly authorized written agreement
with the corporation.
SECTION 5. VACANCIES. The Board of Directors may fill any
vacancy occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.
SECTION 6. CHAIRMAN. The Chairman of the Board of Directors
shall be the Chief Executive Officer of the corporation, shall preside at all
meetings of the Board of Directors and the shareholders and he shall have and
perform the usual duties of a Chief Executive Officer and such other duties as
from time to time may be assigned to him by the Board of Directors.
SECTION 7. PRESIDENT. The President shall have the general
powers and duties of supervision and management usually vested in the office of
President of a corporation. In the absence or non-election of the Chairman of
the Board of Directors, and if the President is a member of the Board of
Directors, he shall preside at all meetings of the Board of Directors, and shall
have general supervision, direction and control of the business of the
corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages and other
contracts on behalf of the corporation, and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall be attested by
the signature of the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer.
SECTION 8. VICE-PRESIDENT. Each Vice-President shall have such
powers and shall perform such duties as shall be assigned to him by the
Directors.
SECTION 9. TREASURER. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books
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belonging to the corporation. He shall deposit all moneys and other valuables in
the name and to the credit of the corporation in such depositaries as may be
designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as
may be ordered by the Board of Directors, or the President, taking proper
vouchers for such disbursements. He shall render to the President and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his transactions as Treasurer and of the
financial condition of the corporation. If required by the Board of Directors,
he shall give the corporation a bond for the faithful discharge of his duties in
such amount and with such surety as the board shall prescribe.
SECTION 10. SECRETARY. The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and Directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the Directors, or stockholders, upon
whose requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the
Directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the Directors or the President. He shall
have the custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the Directors or the President, and
attest the same.
SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the Directors.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock,
signed by the Chairman or Vice Chairman of the Board of Directors, if they be
elected, President or Vice-President, and the Treasurer or an Assistant
Treasurer, or Secretary or an Assistant Secretary, shall be issued to each
stockholder certifying the number of shares owned by him in the corporation. Any
of or all the signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES. A new certificate of stock may
be issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed,
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and the Directors may, in their discretion, require the owner of the lost or
destroyed certificate, or his legal representatives, to give the corporation a
bond, in such sum as they may direct, not exceeding double the value of the
stock, to indemnify the corporation against any claim that may be made against
it on account of the alleged loss or destruction of any such certificate, or the
issuance of any such new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Directors may designate, by whom they
shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. DIVIDENDS. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting, declare dividends upon
the capital stock of the corporation as and when they deem expedient. Before
declaring any dividend 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 need contingencies or for equalizing dividends or for such other purposes as
the Directors shall deem conducive to the interests of the corporation.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. SEAL. The corporate seal shall be circular in form
and shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE". An alternate corporate seal shall contain the
words "CORPORATE SEAL". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
SECTION 2. FISCAL YEAR. The fiscal year of the corporation
shall be determined by resolution of the Board of Directors.
SECTION 3. CHECKS. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer of officers, agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly so stated, and any notice so required shall be deemed to be sufficient
if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meeting except as otherwise provided by
Statute.
Whenever any notice whatsoever is required to be given under
the provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice or such person's duly
authorized attorney or by telegraph, cable or other available method, whether
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VII
AMENDMENTS
Except as otherwise provided by these By-laws, these By-Laws
may be altered or repealed and By-Laws may be made at any annual meeting of the
stockholders or at any special meeting thereof if notice of the proposed
alteration or repeal or By-Law or By-Laws to be made be contained in the notice
of such special meeting in accordance with the provisions of these By-laws, by
the
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affirmative vote of a majority of the stock issued and outstanding and
entitled to vote thereat, or by the affirmative vote of a majority of the
Board of Directors, at any regular meeting of the Board of Directors, or at
any special meeting of the Board of Directors, if notice of the proposed
alteration or repeal, or By-Law or By-Laws to be made, be contained in the
notice of such special meeting.
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