Exhibit 3(b)
BY-LAWS
OF
DETECTION SYSTEMS, INC.
As amended and restated by the Board of Directors on
February 21, 2000
ARTICLE I
SHAREHOLDERS
Section 1.Annual Meetings. The annual meeting of the
shareholders for the election of directors and the transaction of
other business shall be held each year on such day and at such
hour in July, or on such other date, as shall be fixed by the
Board of Directors. Annual meetings of shareholders shall be
held at the principal office of the Corporation or at such other
place, within or without the State of New York, as may be fixed
by the Board of Directors.
Section 2.Special Meetings. A special meeting of the
shareholders may be called at any time by the President or by the
Board of Directors and shall be held at such place, within or
without the State of New York, on such day and at such hour as is
fixed in the call of the meeting.
Section 3.Record Date for Meetings and Other Purposes.
For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of
determining the allotment of any rights, or for the purpose of
any other action, the Board of Directors may fix, in advance, a
date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more
than sixty (60) days prior to any other action.
If no record date is so fixed by the Board of
Directors, (a) 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 next
preceding the day on which notice is given, or if notice is not
given by reason of due waiver thereof, the day on which the
meeting is held, and (b) 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 Board of
Directors relating thereto is adopted.
A determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders, made in
accordance with this Section, shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date
under this Section for the adjourned meeting.
Section 4.Notice of Meetings. Notice of each meeting
of shareholders shall be in writing and shall state the place,
date, and hour of the meeting. Notice of a special meeting also
shall state the purpose or purposes for which the meeting is
called and shall indicate who called the meeting. A copy of the
notice of any meeting shall be given, personally or by mail, not
less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder entitled to vote at the
meeting. If mailed, such notice is given when deposited in the
United States mail, with postage thereon prepaid, directed to the
shareholder at such address as appears on the record of
shareholders, or, if the shareholder shall have filed with the
Secretary a written request that notices be mailed to some other
address, then directed to the shareholder at such other address.
Section 5.Organization. At each meeting of
shareholders, the President, or in the President's absence, a
Vice President, shall preside and the Secretary, or in the
Secretary's absence an Assistant Secretary, shall act as
secretary of the meeting. If none of those designated to preside
or to act as secretary of the meeting shall be present, the
shareholders present in person or by proxy and entitled to vote
at the meeting shall select someone to preside or to act as
secretary, as may be needed.
Section 6.Quorum. At each meeting of shareholders, the
holders of a majority of the shares entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the
transaction of business.
Section 7. Voting. At each meeting of
shareholders, every shareholder of record shall be entitled to
cast one vote for every share of stock standing in his or her
name on the record of shareholders. All matters shall be
determined by a majority of the votes cast, except that directors
shall be elected by a plurality of the votes cast.
Section 8.Proxies. Every shareholder entitled to vote
at a meeting of shareholders or to express consent or dissent
without a meeting may authorize another person or persons to act
for her or him by proxy. Every proxy must be signed by the
shareholder or the shareholder's attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing
it, except as otherwise provided by law.
Section 9.List of Shareholders at Meetings. A list of
shareholders as of the record date, certified by the corporate
officer responsible for its preparation or by a transfer agent,
shall be produced at any meeting of shareholders upon the request
thereat or prior thereto of any shareholder.
Section 10. Nature of Business at Meetings of
Shareholders. No business may be transacted at an annual meeting
of shareholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors (or any duly
authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by a
shareholder of the Corporation (i) who was a shareholder of
record on the date of the giving of the notice provided for in
this Section and on the record date for the determination of
shareholders entitled to vote at the meeting and (ii) who has
complied with the notice procedures set forth in this Section.
In addition to any other applicable requirements,
including the rules and regulations of the Securities and
Exchange Commission applicable to shareholder proposals, for
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
To be timely, a shareholder's notice to the Secretary
must be delivered to the Secretary or mailed to the Secretary and
received at the principal executive offices of the Corporation
not less than ninety (90) days nor more than one hundred twenty
(120) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however, that
if the annual meeting is called for a date that is not within
thirty (30) days before or after that anniversary date, notice by
the shareholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the day on which the notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to
the Secretary must be signed by the shareholder and must set
forth as to each matter the shareholder proposes to bring before
the annual meeting (i) a brief description of the business
intended to be brought before the annual meeting (containing 500
words or less) and the reasons for conducting the business at the
annual meeting, (ii) the name and record address of the
shareholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by the shareholder, (iv) a description of all
arrangements or understandings between the shareholder and any
other person or persons (including their names) relating to the
business being proposed by the shareholder and any material
interest of that shareholder in that business, and (v) a
representation that the shareholder intends to appear in person
or by proxy at the annual meeting to bring that business before
the meeting.
No business shall be conducted at an annual meeting of
shareholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section;
provided, however, that, once an item of business has been
properly brought before the annual meeting in accordance with
these procedures, nothing in this Section shall be deemed to
preclude discussion by any shareholder concerning that item of
business. If the chairman of the annual meeting determines that
a proposal to conduct business was not properly brought before
the annual meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the proposal to
conduct the business was not properly brought before the meeting
and thereupon that business shall not be transacted.
ARTICLE II
BOARD OF DIRECTORS
Section 1.General Power. Except as otherwise provided
in the Certificate of Incorporation of the Corporation, the
business, property, and affairs of the Corporation shall be
managed under the direction of its Board of Directors.
Section 2.Number. The number of directors constituting
the entire Board of Directors shall be such number, not less than
three, as shall be fixed from time to time by the Board of
Directors, provided that no decrease in the number of directors
shall shorten the term of any incumbent director.
Section 3.Election and Term of Directors. Directors
shall be elected at the annual meeting of shareholders. Each
director shall hold office until the next annual meeting and
until the director's successor has been elected and qualified.
Section 4.Meetings of the Board. An annual meeting of
the Board of Directors shall be held in each year directly after
adjournment of the annual meeting of shareholders. Other regular
meetings of the Board shall be held at such times as may from
time to time be fixed by resolution of the Board. Special
meetings of the Board may be held at any time upon the call of
the President or any two directors. Meetings of the Board of
Directors shall be held at such place, within or without the
State of New York, as from time to time may be fixed by
resolution of the Board or by order of the President. If no
place is so fixed, meetings of the Board shall be held at the
principal office of the Corporation.
Section 5.Notice of Meetings. Notice of regular
meetings of the Board of Directors need not be given. Notice of
each special meeting shall be mailed, emailed, or sent by
facsimile to each director, addressed to the address last given
by the director to the Secretary or, if none has been given, to
the director's residence or usual place of business, at least
three days before the day on which the meeting is to be held, or
shall be sent so addressed to the director by recognized
overnight delivery service at least two days, or by telegraph,
cable, wireless, or similar means at least twenty-four hours, or
shall be delivered personally or by telephone at least three
hours, before the time the meeting is to be held. Each notice
shall state the time and place of the meeting but need not state
the purposes thereof except as otherwise expressly provided.
Notices of any such meeting need not be given to any director who
submits a signed waiver of notice whether before or after the
meeting or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice.
Section 6.Quorum and Manner of Acting. At each meeting
of the Board of Directors the presence of a majority of the
entire Board shall constitute a quorum for the transaction of
business, and the vote of a majority of the directors present at
the time of the vote, if a quorum is present at that time, shall
be the act of the Board.
Section 7. Action Without a Meeting. Any action
required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all members of the
Board or the committee consent in writing to the adoption of a
resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board or committee
shall be filed with the minutes of the proceedings of the Board
or committee.
Section 8.Participation in Board Meetings by Conference
Telephone. Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of such Board
or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 9.Executive and Other Committees of Directors.
The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate from among its members an
executive committee and other committees, each consisting of two
or more directors, and each of which, to the extent provided in
the resolution, shall have all the authority of the Board, except
that no such committee shall have authority as to the following
matters:
(1) The submission to shareholders of any action
that needs shareholders' approval under the
New York Business Corporation Law;
(2) The filling of vacancies in the Board of
Directors or in any committee;
(3) The fixing of compensation of the directors
for serving on the Board or on any
committee;
(4) The amendment or repeal of the By-laws, or
the adoption of new By-laws; and
(5) The amendment or repeal of any resolution of
the Board which by its terms shall not be so
amendable or repealable.
Unless a greater proportion is required by the
resolution designating a committee of the Board of Directors, a
majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of
business or of any specified item of business, and the vote of a
majority of the members present at the time of such vote, if a
quorum is present at such time, shall be the act of the
committee. The Board may designate one or more directors as
alternate members of any such committee, who may replace any
absent member or members at any meeting of such committee.
Section 10. Resignation and Removal. Any director
may resign at any time by giving written notice to the President
or to the Secretary. The resignation shall take effect at the
time specified therein or, if no time is specified, then on
delivery and unless otherwise specified therein, the acceptance
of the resignation by the Board of Directors shall not be needed
to make it effective. Any or all of the directors may be
removed, at any time, with or without cause, by vote of the
shareholders at a special meeting of shareholders, and any
vacancy thereby created may be filled at that meeting by vote of
the shareholders and, if not so filled, then by the directors as
provided in Section 11 of this Article.
Section 11. Vacancies. Newly created directorships
resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason may
be filled by vote of a majority of the directors then in office,
even if less than a quorum exists. A director elected to fill a
newly created directorship or a vacancy shall hold office until
the next annual meeting of shareholders and until such director's
successor has been elected and qualified.
Section 12. Nomination of Directors. Only persons
who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation.
At any annual meeting of shareholders, or at any special meeting
of shareholders that is called for the purpose of electing
directors, nominations of persons for election to the Board of
Directors may be made (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by
any shareholder of the Corporation (i) who is a shareholder of
record on the date of the giving of the notice provided for in
this Section and on the record date for the determination of
shareholders entitled to vote at the meeting and (ii) who
complies with the notice procedures set forth in this Section.
In addition to any other applicable requirements, for a
nomination to be made by a shareholder, the shareholder must have
given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a shareholder's notice of the nomination
must be delivered to the Secretary or mailed to the Secretary and
received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after that anniversary date, notice by the
shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which the notice of the date of the annual meeting was
mailed or the public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a
special meeting of shareholders called for the purpose of
electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to
the Secretary must be signed by the shareholder and must set
forth (a) as to each person whom the shareholder proposes to
nominate for election as a director (i) the name, age, business
address, and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series
and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person, and (iv) any
other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the shareholder
giving the notice (i) the name and the address of record of the
shareholder, (ii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by the shareholder, (iii) a description of all
arrangements or understandings between the shareholder and each
proposed nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by the
shareholder, (iv) a representation that the shareholder intends
to appear in person or by proxy at the meeting to nominate the
persons named in the notice and (v) any other information
relating to the shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. The notice must be
accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the
procedures set forth in this Section. If the chairman of the
shareholder meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall
declare to the meeting that the nomination was defective and
thereupon the defective nomination shall be disregarded.
ARTICLE III
OFFICERS
Section 1.Officers Enumerated. The officers of the
Corporation shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, and such other officers as the Board
of Directors may in its discretion elect. Any two or more
offices may be held by the same person, except that the offices
of President and Secretary may not be held by the same person
unless all of the issued and outstanding stock of the Corporation
is owned by that person.
Section 2.Election and Term of Office. All officers
shall be elected by the Board of Directors at its first meeting
held after the annual election of directors. The officers need
not be directors. Unless elected for a lesser term, and subject
always to the right of the Board of Directors to remove an
officer with or without cause, each officer shall hold office for
one year and until such officer's successor has been elected and
qualified.
Section 3.The President. The President shall be the
chief executive officer of the Corporation and, subject to the
determinations of the Board of Directors, shall have general
control and management of the business, property, and affairs of
the Corporation. The President shall preside at all meetings of
shareholders and of the Board. In the absence or incapacity of
any other officer of the Corporation, the President shall have
the authority and may perform the duties of that officer.
Section 4.The Vice Presidents. Each Vice President, if
any, shall, in the absence or incapacity of the President and in
order of seniority as fixed by the Board, have the authority and
perform the duties of the President, and each shall have such
other authority and perform such other duties as the Board of
Directors may prescribe.
Section 5.The Secretary. The Secretary (a) shall
attend all meetings of the Board of Directors and all meetings of
the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, (b) shall
perform like duties for committees of the Board when required,
(c) shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors,
and (d) shall have such other authority and perform such other
duties as usually pertain to the office or as may be prescribed
by the Board of Directors. The Secretary shall keep in safe
custody the seal of the Corporation and, when authorized by the
Board of Directors or the President, affix the same to any
instrument requiring it, and when so affixed, it shall be
attested by the signature of the Secretary or Treasurer.
Section 6.The Treasurer. The Treasurer (a) shall have
the care and custody of all the moneys and securities of the
Corporation, (b) shall keep or cause to be kept complete and
accurate books of account of all moneys received and paid on
account of the Corporation, (c) shall sign such instruments as
require the Treasurer's signature, and (d) shall have such other
authority and perform such other duties as usually pertain to the
office or as the Board of Directors may prescribe.
Section 7.Assistant Officers. Any Assistant Vice
President, Assistant Secretary, or Assistant Treasurer elected by
the Board of Directors, (a) shall assist the Vice President,
Secretary, or Treasurer, respectively, as the case may be, (b)
shall possess that officer's authority and perform that officer's
duties in that officer's absence or incapacity, and, (c) shall
have such other authority and perform such other duties as the
Board of Directors may prescribe.
Section 8.Appointed Officers. The Board of Directors
may delegate to any officer or committee the power to appoint and
to remove any subordinate officer, agent, or employee.
Section 9.Securities of Other Corporations. The
President or the Treasurer may, with respect to any shares of
stock or other securities issued by any other corporation or
other business organization and held by the Corporation, exercise
voting and similar rights on behalf of the Corporation and
execute proxies for that purpose. In addition, any such officer
may endorse for sale or transfer and may sell or transfer for and
on behalf of the Corporation any such stock or other securities
and may appoint proxies or attorneys for that purpose.
ARTICLE IV
SHARES AND THEIR TRANSFER
Section 1.Certificates of Stock. Every shareholder
shall be entitled to have one or more certificates, in such form
as the Board of Directors may from time to time prescribe,
representing in the aggregate the number of shares of stock of
the Corporation owned by said shareholder, which certificates
shall be signed by or in the name of the Corporation by the
president or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant
Secretary.
Section 2.Transfers. Shares of stock of the
Corporation shall be transferable on the books of the Corporation
by the registered holder thereof in person or by such holder's
duly authorized attorney, but, except as hereinafter provided in
the case of loss, destruction, or mutilation of certificates, no
transfer of shares shall be entered until the previously issued
certificate representing those shares shall have been surrendered
and canceled. Except as otherwise required by law, the
Corporation shall be entitled to treat the person registered as
the holder of shares on its books as the owner thereof for all
purposes regardless of any notice or knowledge to the contrary.
Section 3.Stock Transfer Books. In the event of
declaration of a dividend the stock transfer books of the Company
shall not be closed but a record date will be fixed upon which
the Company's transfer agent shall take a record of all
shareholders entitled to the dividend without actually closing
said stock transfer books.
Section 4.Lost, Destroyed or Mutilated Certificates.
The Corporation may issue a new certificate representing shares
of stock of the same tenor and the same number of shares in place
of a certificate theretofore issued by it that is alleged to have
been lost, stolen, or destroyed; provided, however, that the
Board of Directors may require the owner of the lost, stolen, or
destroyed certificate, or such owner's legal representative, to
give the Corporation a bond of indemnity, in form and with one or
more sureties satisfactory to the Board, 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 such new certificate.
ARTICLE V
GENERAL
Section 1.Seal. The seal of the Corporation shall be
in the form of a circle and shall bear matters deemed appropriate
by the Board of Directors.
Section 2.Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by
law or as provided in Paragraph (b) below, the Corporation shall
indemnify each person against all reasonable expenses and any
other liability paid or incurred by such person in connection
with any actual or threatened claim, action, suit or proceeding,
whether civil, criminal, administrative, investigative, or other,
or whether brought by or in the right of the Corporation or
otherwise, in which such person may be involved as a party or
otherwise, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of
the Corporation, or serves or served in any capacity at the
request of the Corporation any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
(any such actual or threatened claim, action, suit or proceeding
hereinafter being referred to as an "action"). To the maximum
extent permitted by law, the Corporation shall make advances of
expenses incurred by such person in connection with an action
prior to final disposition of such action, subject to receipt by
the Corporation of an undertaking by or on behalf of such person
to repay such advances to the extent such person is ultimately
found not to be entitled to indemnification. As used herein,
"expenses" shall include, without limitation, costs of
investigation, including experts, the costs of defense of actions
and appeals therefrom and fees and expenses of counsel selected
by such person. As used herein, "liability" shall include
amounts of judgments, excise taxes, fines and penalties, amounts
paid in settlement and any other amounts which the person may be
obligated to pay as a result of any action.
(b) Exclusions. No such indemnification shall be made
to or on behalf of any person if a judgment or other final
adjudication adverse to such person establishes that either (i)
such person's acts were committed in bad faith, or were the
result of active and deliberate dishonesty, and were material to
the action, or (ii) that such person gained in fact a financial
profit or other economic advantage to which such person was not
legally entitled.
(c) Indemnification Not Exclusive. The right of
indemnification provided for herein shall not be deemed exclusive
of any other rights to which persons seeking indemnification
hereunder may be entitled under applicable law, by agreement or
otherwise, and the provisions hereof shall inure to the benefit
of the heirs, beneficiaries and legal representative of persons
entitled to indemnification hereunder and shall be applicable to
actions arising from acts or omissions occurring before or after
the adoption hereof. The Corporation is authorized to enter into
agreements with any of its directors or officers extending rights
to indemnification and advancement of expenses to such person to
the fullest extent permitted by applicable law, but the failure
to enter into any such agreement shall not affect or limit the
rights of such person pursuant to this By-law, it being expressly
recognized hereby that all directors or officers of the
Corporate, by serving as such after the adoption hereof, are
acting in reliance on this Section 2 and that the Corporation is
estopped to contend otherwise.
(d) Contract Rights. The right of indemnification
under this Section 2 shall be deemed to constitute a contract
between the Corporation and the persons entitled to
indemnification and may not, without the consent of such person,
be amended or repealed with respect to any event, act or omission
occurring or allegedly occurring prior to the end of the term of
office such person is serving when such amendment or repeal is
adopted.
(e) Miscellaneous. Persons who are not directors or
officers of the Corporation shall be similarly indemnified and
entitled to advancement or reimbursement of expenses to the
extent authorized at any time by the Board of Directors. The
Corporation shall be deemed to have requested a person to serve
an employee benefit plan where the performance of such person's
duties also involves duties or services to the plan or its
participants or beneficiaries.
Section 3.Fiscal Year. The fiscal year of the
Corporation shall end at the close of business on March 31 of
each calendar year.
ARTICLE VI
AMENDMENTS
Section 1.Power to Amend. Both the shareholders and
the Board of Directors shall have the power to adopt, amend, or
repeal By-laws. Any By-law adopted by the Board may be amended
or repealed by the shareholders at any annual or special meeting
of the shareholders.
Section 2.Amendment Affecting Election of Directors.
If any By-law regulating an impending election of directors is
adopted, amended, or repealed by the Board, there shall be set
forth in the notice of the next meeting of shareholders for the
election of directors the By-law so adopted, amended or repealed,
together with a concise statement of the changes made.
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