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EXHIBIT 3.2
BY-LAWS
OF
DIODES INCORPORATED
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders shall be
held on a date (other than a legal holiday), which shall be designated by the
Board of Directors. At such meetings Directors shall be elected, reports of the
affairs of the corporation shall be considered and any other business may be
transacted which is within the power of the stockholders.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the President of the corporation or by a majority of the
Board of Directors and shall be called by the President or Secretary at the
written request of stockholders entitled to cast a majority of the votes which
all stockholders are entitled to cast at the particular meeting.
Section 3. Place of Meetings. Each annual or special meeting of
stockholders shall be held at such time and place within or without the State of
Delaware as shall be so designated by the Board of Directors.
Section 4. Notice of Stockholders' Meetings. The notice of all meetings
of stockholders shall be in writing and shall state the place, data and hour of
the meeting. The notice of an annual meeting shall state that the meeting is
called for the election of the Directors to be elected at such meeting and for
the transaction of such other business as is stated in the notice or shall
properly come before the meeting. The notice of a
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special meeting shall state the purpose or purposes for which the meeting is
called and the business to be transacted at the meeting.
A copy of the notice of each meeting of stockholders shall be given
personally or by mail not less than ten (10) days nor more than (60) days before
the date of the meeting to each stockholder entitled to vote at such meeting at
his record address or at such other address as he may have furnished to the
company for the purpose of notice.
The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if after
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjournment shall be given to each stockholder of record entitled to vote at
the meeting.
When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the certificate of
incorporation, a different vote is required,
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in which case such express provision shall govern and control the decision of
such question.
Section 5. Voting. Every stockholder entitled to vote at any election
for Directors shall have the right to cumulate his votes and give one candidate
a number of votes equal to the number of Directors to be elected multiplied by
the number of votes to which his shares are entitled, or to distribute his votes
on the same principle among as many candidates and in such manner as he shall
desire. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be declared elected. Whenever any corporate action
other than the election of Directors is to be taken by vote of the stockholders
it shall, except as otherwise required by law or by the Certificate of
Incorporation, be authorized by a majority of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote thereon.
Every person entitled to vote shall have the right to do so either in
person or by one or more agents authorized by written proxy executed by such
person or his duly authorized agent and filed with the Secretary of the
corporation. Telegraphed or cabled proxies shall be valid.
Where a form of proxy issued by the Company's management provides that
the proxy holders are authorized, in their discretion, to vote upon such other
business as may properly come before the meeting, such authorization shall be
deemed to include authority to appoint a substitute nominee or nominees to the
slate of management nominees for directors where death, illness, or other
circumstances arise which prevent any management nominee or nominees for
directors from serving in such positions and to vote such proxy for such
substitute nominee or nominees.
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Section 6. Record Date. The Board of Directors shall have authority to
fix in advance a date not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to notice of and to vote at any such
meeting and any adjournments thereof, or entitled to receive payment of any such
dividend or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record at the close of business on the date so fixed shall be
entitled to such notice of and to vote at such meeting and any adjournments
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed aforesaid.
ARTICLE II
DIRECTORS
Section 1. Qualification and Number; Vacancies. A Director need not be a
stockholder, a citizen of the United States or a resident of the State of
Delaware. The number of directors which shall constitute the whole board shall
not be less than five ( 5 ) nor more than seventeen (17). The first board shall
consist of seven (7) directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. Any
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Director may be removed for cause by the stockholders. Vacancies and newly
created Directorships resulting from any increase in the authorized number of
Directors may be filled by a majority of the Directors then in office, though
less than a quorum, or by a sole remaining Director.
Section 2. Election of Directors. The Directors shall be elected at each
annual meeting of the stockholders, but if any such annual meeting is not held,
or the Directors are not elected thereat, the Directors may be elected at any
special meeting of the stockholders held for that purpose. Each Director shall
hold office until his successor has been elected or until his earlier death,
resignation or removal.
Section 3. Time and Place of Meetings of the Board. The Board of
Directors may hold meetings, both regular and special, either within or without
the State of Delaware. An annual meeting of the Board of Directors for the
election of officers and the transaction of such other business as may properly
come before the meeting shall be held as soon as practicable after the annual
meeting of stockholders or at such time and place as shall be fixed by the
Directors. Regular meetings of the board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by
resolution adopted by the majority of the Board. Special meetings of the Board
of Directors may be called by the President, or on the written request of a
majority of the Directors. Notice of special meetings of the Board of Directors
stating the place, date and hour thereof shall be delivered to each Director at
least three (3) days before the date of the meeting. Such notice need not state
the purpose thereof.
Section 4. Quorum and Manner of Action. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business, but if
there shall be
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less than a quorum at any meeting of the Board, a majority of those present, or
if only one be present, then such Director, may adjourn the meeting from time to
time and the meeting may be held as adjourned without further notice. The act of
a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors.
Section 5. Remuneration of Directors. In addition to reimbursement for
his reasonable expenses incurred in attending meeting or otherwise in connection
with his attention to the affairs of the corporation, each Director as such, and
as a member of any committee of the Board, shall be entitled to receive such
remuneration as may be fixed from time to time by the Board.
Section 6. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board, designate one or more committees, each
committee to consist of two (2) or more of the Directors of the corporation.
The Board of Directors may designate an Executive Committee consisting
of such number of Directors, not less than five (5), as it may from time to time
determine. The Executive Committee in intervals between the meetings of the
Board shall have and exercise the powers of the Board in the management of the
business and affairs of the corporation except the power to declare dividends
and the power to adopt, amend or repeal By-Laws or the Certificate of
Incorporation of the corporation. A majority of such committee shall constitute
a quorum provided, however, that in the absence or disqualification of any
member of such committee the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they
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constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absence or disqualified
member.
Meetings of any committee shall be called by the Chairman of the Board
of the President. Notice of such meetings shall state the place, date and hour
thereof and shall be delivered to each member of the committee at least
twenty-four (24) hours before the time of the meeting.
All committees shall keep minutes of their respective proceedings which
shall be open to the inspection of the Directors and a report shall be made at
each regular meeting of the Board of Directors concerning all actions of
committees since the last preceding report.
Section 7. 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 and proceedings of the Board
or committee.
Section 8. Powers. Subject to limitations of the Certificate of
Incorporation and the By-Laws and of the laws of the State of Delaware as to
powers which are conferred upon or reserved to the stockholders, all corporate
power shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be controlled by, the Board of Directors.
ARTICLE III
OFFICERS
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Section 1. Election. The Board of Directors at its first meeting held
after the annual meeting of stockholders in each year shall elect the Chairman
of the Board, a President, a chief Executive Officer, one or more Vice
Presidents, a Secretary, a Treasurer and may, in its discretion also appoint an
Executive Vice President, Assistant Secretaries and Assistant Treasurers. Any
two or more offices may be held by the same person, except that the office of
President and the office of Secretary must be held by different persons.
Section 2. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall act as Chairman at
and call to order all meetings of the stockholders and of the Executive
Committee. The Chairman shall be a member of all committees appointed by the
Board of Directors and shall be charged with the duty of determining that the
policies of the Board of Directors are carried out in the administration of the
corporation's affairs and shall, for this purpose, confer with the President.
The Chairman shall have the power on behalf of the corporation to enter into,
execute and deliver all contracts, instruments, conveyances or documents and to
affix the corporate seal thereto. He shall do and perform all acts and duties
herein specified or which may be assigned to him from time to time by the Board
of Directors.
Section 3. President. In the absence of the Chairman of the Board or his
inability to act the President shall preside at all meetings of the stockholders
and of the Board of Directors and of the Executive Committee. He shall, subject
to the authority of the Board, have charge of the business and affairs of the
corporation. The President shall be a member of all committees appointed by the
Board of Directors and shall have the power, on behalf of the corporation, to
enter into, execute or deliver all contracts, instruments, conveyances or
documents and to affix the corporate seal thereto. He shall
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confer with the Chairman of the Board in respect to the administration of the
policies of the Board.
Section 4. Vice Presidents. The Vice Presidents, including the Executive
Vice President, shall have such duties as the Board of Directors may from to
time to time designate and shall perform such duties under the general
supervision of the President.
Section 5. Treasurer. The Treasurer shall receive all of the monies
belonging to the corporation and shall forthwith deposit the same to the credit
of the corporation in such financial institution as may be selected by the Board
of Directors. He shall keep books of account and vouchers for all monies
dispersed. He shall also perform such other duties as the Board of Directors may
from time to time direct.
Section 6. Secretary. The Secretary shall keep minutes of the
proceedings taken and the resolutions adopted at all meetings of the
stockholders, the Board of Directors and the Executive committee and shall give
due notice of the meetings of the stockholders, the Board of Directors and
Executive Committee. He shall have charge of the seal and all books and papers
of the corporation and shall perform all duties incident to his office. The
Secretary shall keep such additional records and perform such other duties as
may be assigned to him by these By Laws or by the Board of Directors.
The Secretary shall keep or cause to be kept at the principal office or
at the office of the corporation's Transfer Agent a Share Register or a
duplicate Share Register showing the names of the stockholders of the
corporation and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.
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Section 7. Removal. Any officer may be removed at any time by a majority
vote of the whole Board of Directors at any regular or special meeting of the
board; provided, however, that no such removal can be made at any such meeting
unless a written notice is served upon the Directors at least five (5) days
before such meeting clearly stating that such removal will be brought up for
consideration at such meeting.
Section 8. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled by the
majority vote of the whole Board of Directors.
ARTICLE IV
INDEMNIFICATION OF OFFICERS, DIRECTORS
EMPLOYEES AND AGENTS
Section 1. This corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether, civil, criminal, administrative
or investigative (other than an action by or in the right of this corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of this corporation, or is or was serving at the request of this corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
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 this corporation, and, with respect to any criminal action
or proceeding, had no reasonable
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cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of this corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. This corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of this corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of this 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
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 this corporation, and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to this corporation unless and only to the extent that the Court of
Chancery or the court 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 case, such expenses which the Court of Chancery or such
other court shall deem proper.
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Section 3. To the extent that a director, officer, employee or agent of
this corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 1 and 2, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.
Section 4. Any indemnification under Section 1 and 2 (unless ordered by
a court) shall be made by this corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (1) 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 (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by this corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by this
corporation as authorized by this by-law.
Section 6. The indemnification provided in this by-law shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to
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action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 7. This corporation, when authorized by the Board of Directors,
shall purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of this corporation, or is or was serving
at the request of this 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 this corporation
would have the power to indemnify him against such liability under the
provisions of this by-law.
ARTICLE V
MISCELLANEOUS
Section 1. (None)
Section 2. Fiscal Year. The fiscal year of this corporation shall
commence on January 1 and end on December 31 of each year.
Section 3. Amendments. These By-Laws may be altered, amended or repealed
at any meeting, by a vote of a majority of the Board of Directors, provided that
notices of proposed amendments shall have been sent by mail o all the Directors
not less than three days (3) before the meeting at which they are to be acted
upon, or at any regular meeting of the Directors, by the unanimous vote of all
the Directors present.
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Section 4. Waiver of Notice. Any requirement of notice as set forth in
these By-Laws shall be deemed waived by any Director, member of the Executive
Committee or stockholder who signs a waiver of notice before or after a meeting
or who attends any meeting without protesting (prior thereto or at its
commencement) the lack of notice to him.
Section 5. Resignation. Any officer or Director may resign at any time
by giving written notice to the Board of Directors or to the President or to the
Secretary of the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and unless
otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Annual Reports. The Board of Directors shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
each fiscal year.
