BY-LAWS
OF
IGE, Incorporated
ARTICLE FIRST
DIRECTORS
Section 1. Number. The property, affairs and business of the corporation
shall be managed by a Board of Directors which shall consist of such number of
persons, not less than three, as the stockholders having voting power may at the
annual or a special meeting in lieu of the annual meeting of stockholders
determine and elect, provided however that the number of directors may be less
than three but not less than two whenever there shall be two stockholders, and
not less than one whenever:
a. there shall be a single stockholder, or
b. the corporation shall not have issued any of its shares.
If a vacancy or vacancies shall occur, for any reason, in the membership of the
Board, other than through removal by stockholder action, at any time when a
stockholders meeting is not in session, the remaining directors or director may,
quorum requirements notwithstanding, elect a successor or successors, to hold
office until the next annual meeting of stockholders and until their successors
are elected.
Section 2. Increase or Decrease. The stockholders of the corporation may
increase or decrease at any meeting the number of directors within the limits
provided in Section 1 above. If the number of directors be increased, the
additional directors shall be elected by the stockholders at the meeting
authorizing the increase. If the number of directors be decreased the decrease
shall become effective to the extent made possible by vacancies in the office of
director or by resignations and no director may be removed solely for the
purpose of effecting such decrease.
Section 3. Removal. Directors may be removed from office with cause by the
Board of Directors or with or without cause by the stockholders at a meeting
called at least in part for the purpose of considering removal, upon the
affirmative vote of a majority in interest of the stock or class of stock
entitled to vote upon the election of the director or directors proposed to be
removed, as the case may be, unless other provisions shall be made in Article
ELEVENTH hereof. Removal may be effected with cause only after reasonable notice
to each director proposed to be removed and the opportunity to be heard by the
body proposing removal.
Section 4. Term of Office. The term of office of a director elected at the
annual meeting of the stockholders shall be one year: provided, however, that
he shall hold his office until his successor shall be elected and qualified.
A director elected by the stockholders at other than the annual meeting of
stockholders shall hold office until the next annual meeting of stockholders and
the election and qualification of his successor.
Section 5. Meetings. The Board of Directors shall meet at the principal
office of the corporation or at such other place within the United States
as may from time to time be fixed by resolution of the Board or as may be
specified in the notice of the meeting. Regular meetings of the Board of
Directors shall be held at such time as the Board may by resolution fix; special
meetings may be held at any time upon the call of the President or a Vice
President or the Clerk, or of any two directors, by written (including
telegraphic) notice specifying the date, place and hour (but not necessarily
the purpose) of the meeting served on or sent or mailed to each director not
less than two days before the meeting.
An annual meeting of the Board of Directors may be held without notice
immediately after the annual meeting of stockholders. Notice need not be given
of any regularly scheduled meeting of the Board. Notice of a meeting need not be
given to a director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting; notice need not be
given to any director attending a meeting without protesting the lack of
notice prior to or at the commencement of the meeting.
The members of the Board of Directors or of any Committee designated by
said Board of Directors may participate in a meeting of the Board or of any such
Committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time, and participation by such means shall constitute presence in
person at a meeting.
Section 6. Committees. The Board of Directors may elect from the Board an
Executive Committee or other committee or committees which shall have and
exercise such powers of the Board as may be permitted by law and as shall be
conferred upon such committee by the Board. A majority of any such committee may
fix the time and place of its meetings and approve any action as the act of the
committee, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to fill vacancies
in, change the membership of, or discharge any such committee.
Section 7. Management. The Board of Directors shall have the entire charge,
control and management of the corporation and its property and business and may
exercise all or any of its powers. Among other things the Board may, unless
otherwise provided in Article ELEVENTH hereof, (1) authorize the issuance of
the shares of the corporation from time to time in its discretion for such
considerations as the Board shall determine and as may be permitted by law;
(2) determine the amounts to be distributed as dividends; (3) appoint and at its
discretion remove or suspend such subordinate officers, agents and employees
as it from time to time thinks fit, determine their duties, and fix and, from
time to time as it sees fit, change their salaries and compensation; (4) appoint
any officer, permanently or temporarily as it sees fit, to have the powers and
perform the duties of any other officer; (5) appoint any persons to be agents
of the corporation (with the power to sub-delegate) upon such terms as it sees
fit; and (6) appoint any person or persons to accept and hold in trust for the
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corporation any property belonging to the corporation or in which it is
interested and cause such instruments to be executed, and do and cause to be
done such things as it may deem requisite, in relation to any such trust.
Section 8. Quorum and Voting. Unless otherwise provided in Article ELEVENTH
hereof, a majority of the members of the Board of Directors acting at a meeting
duly assembled, shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at a meeting at which a quorum
exists shall be the act of the Board of Directors. If at any meeting of the
Board of Directors, a quorum shall not be present, a majority of the directors
present may adjourn the meeting, without further notice, from time to time until
a quorum shall have been obtained.
Section 9. Class Voting. Whenever the Board of Directors shall consist
of directors elected by two or more classes of stockholders having voting
rights, a quorum at all meetings of directors, unless the Articles of
Organization or the provisions of Article ELEVENTH hereof otherwise provide,
shall, Section 8 above notwithstanding, consist of a majority of the directors
then in office of each class, and the vote of a majority of the directors of
each class present at a meeting at which a quorum is had shall be required to
approve any matter before the Board: provided, however, that with respect to
the filling of vacancies among the directors of any class whether arising from
death, resignation, removal or an increase in the membership of the Board, such
vacancy shall be filled by the remaining director or directors of that class, a
majority of the votes cast by the directors of that class shall be sufficient to
elect, and, for the purpose of such election, the presence of a majority of the
directors of that class in office at the time of such election shall constitute
a quorum.
Section 10. Chairman. The directors may elect from their number a Chairman
of the Board who shall preside at all meetings of the Board of Directors
and may have such additional powers and responsibilities, executive or
otherwise, as may from time to time be vested in him by resolution of the Board
of Directors.
Section 11. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
a written consent thereto is signed by all members of the Board, and such
written consent if filed with the records of proceedings of the Board.
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ARTICLE SECOND
OFFICERS
Section 1. General. The Board of Directors, as soon as may be after its
election in each year, shall elect a President, a Clerk and a Treasurer, and
from time to time may appoint one or more Vice Presidents and such Assistant
Clerks, Assistant Treasurers and such other officers, including a Secretary to
the Board of Directors, agents and employees as it may deem proper. The
President may but need not be chosen from among the directors.
Section 2. Term of Office. The term of office of all officers shall be one
year and until their respective successors are elected and qualify, but any
officer may at any time be removed from office, with or without cause, as
provided by law, by the affirmative vote of a majority of the members of the
Board of Directors then in office at a meeting called for the purpose unless
otherwise provided in Article ELEVENTH hereof. If removal of any officer be
proposed for cause, reasonable notice shall be provided such officer and he
shall be provided an opportunity to be heard by the Board. A vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors.
Section 3. President. The President when present shall preside at all
meetings of the stockholders and, if a director, unless a Chairman of the Board
has been appointed and is present, at all meetings of the Board of Directors.
He shall, unless otherwise provided in Article ELEVENTH hereof, be the chief
executive officer of the corporation and shall have general operating charge of
its business. As soon as reasonably possible after the close of each fiscal
year, he shall submit to the Board a report of the operations of the corporation
for such year and a statement of its affairs, and shall from time to time report
to the Board all matters within his knowledge which the interests of the
corporation may require to be brought to its notice. The President shall perform
such duties and have such powers additional to the foregoing as the Board may
designate.
Section 4. Vice President. In the absence or disability of the President,
his powers and duties shall be performed by the Vice President, if only one, or,
if more than one, by the Vice President designated for the purpose by the Board.
Each Vice President shall have such other powers and perform such other duties
as the Board shall from time to time designate.
Section 5. Treasurer. The Treasurer 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 depositaries as shall be authorized by the Board. He
shall disburse the funds of the corporation as ordered by the Board, taking
proper vouchers for such disbursements. He shall promptly render to the
President and to the Board such statements of his transactions and accounts as
the President and Board respectively may from time to time require. If required
by the Board he shall give bond in such amount, with such security and in such
form as the Board shall determine. The treasurer shall perform such duties and
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have such powers additional to the foregoing as the Board may designate.
Section 6. Assistant Treasurer. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one or, if more than one, by the one designated for the purpose by the
Board. Each Assistant Treasurer shall have other powers and perform such other
duties as the Board shall from time to time designate.
Section 7. Clerk. The Clerk shall, unless the corporation has designated a
Resident Agent in the manner provided by law, be a resident of the Commonwealth
of Massachusetts. It shall be his duty to record in books kept for the purpose
all votes and proceedings of the stockholders and, if there be no Secretary, of
the Board of Directors. Unless the Board of Directors shall appoint a transfer
agent and/or registrar or other officer or officers for the purpose, the Clerk
shall be charged with the duty of keeping, or causing to be kept, accurate
records of all stock outstanding, stock certificates issued, and stock
transfers; subject to such other or different rules as shall be adopted from
time to time by the Board, such records may be kept solely in the stock
certificate books. The Clerk shall perform such duties and have such powers
additional to the foregoing as the Board shall designate. The Assistant Clerk,
if one be elected or appointed shall perform the duties of the Clerk during the
Clerk's absence as well as such other duties as may be assigned to him by the
Board. In the absence of the Clerk or Assistant Clerk at any meeting of
stockholders or, if there be no Secretary, of the directors, a Clerk pro tempore
shall be chosen by the meeting to perform the duties of the Clerk thereat.
Section 8. Secretary. The Secretary, if there be one, shall attend all
meetings of the Board of Directors and shall record the proceedings thereat in
books provided for the purpose.
Section 9. Resignation. Any officer and any director may resign at any
time by delivering his resignation to the corporation at its principal office
or to the President, Clerk or Secretary. Such resignation shall be effective at
the time or upon the happening of the condition, if any, specified therein or,
if no such time or condition shall be specified, upon it receipt.
Section 10. Voting of Corporation Securities. Unless otherwise ordered by
the Board of Directors, the President or the Treasurer shall have full power
and authority in the name and behalf of the corporation to waive notice of, to
attend, act and to vote at, and to appoint any person or persons to act as proxy
or attorney-in-fact for this corporation at, any meeting of stockholders or
security holders of any other corporations or organization the securities of
which are held by the corporation, and at such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities, which, as the owner thereof the corporation may possess and
exercise. The Board of Directors by resolution from time to time may confer like
powers upon any other person or persons.
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ARTICLE THIRD
STOCKHOLDERS
Section 1. Meetings. The annual meeting of the stockholders of the
corporation shall be held at Duxbury , Massachusetts, or at such place within
the Commonwealth of Massachusetts or elsewhere within the United States of
America as the Board of Directors shall fix, or in the absence of any such
designation, such place as may be designated by the Clerk in the notice of the
meeting or the place to which any annual meeting shall be adjourned, on the 15th
day of July at 10 o'clock in the AM in each year to elect a Board of Directors,
to hear the reports of officers, and to transact other business. If the day
fixed for the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day not a legal holiday. No change
may be made in the date fixed herein for the annual meeting within sixty days
of such date and notice of any such change shall be given the stockholders
entitled to notice of the meeting at least twenty days before the new date fixed
for such meeting. If the election of directors shall not be held on the day
herein designated for an annual meeting, or at an adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as conveniently may be. At such special
meeting the stockholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held.
Section 2. Closing of Transfer Books. The Board of Directors may in its
discretion fix a date not less than ten days nor more than sixty days prior to
the date of any annual or special meeting of stockholders or prior to the
payment of any dividend or the making of any other distribution as the record
date for determining stockholders having the right to notice of and to vote at
such meeting or any adjournment thereof, or the right to receive such dividend
or distribution. In lieu of fixing such record date, the Board may, subject to
the limitations herein provided, order the closing of the stock transfer records
of the corporation for such purposes. The holders of record of shares of the
corporation on such record date or on the date of closing the stock transfer
records shall, if a dividend or distribution be declared, have the sole right to
receive such dividend or distribution, or, if such shares have a voting right,
the sole right to receive notice of, attend and vote at such meeting.
Section 3. Special Meetings. Special meetings of the stockholders
may be called by the President or by the directors, and shall be called by the
Clerk, or in the event of his death, absence, incapacity or refusal by any
other officer, upon the written application of one or more stockholders who
hold at least one tenth in interest of the stock entitled to vote thereat.
Notice shall be given in the manner set forth in Section 4 below and shall state
the time, place and purpose of the meeting. Special meetings shall be held at
the office of the Corporation in Duxbury , Massachusetts, or at such other place
within the Commonwealth of Massachusetts or elsewhere within the United States
of America, as the directors may fix, or, if the meeting is called upon the
application of stockholders, at such place as shall be stated in the Application
therefor, or the place to which such meeting may be adjourned: provided,
however, that a special meeting may be held at any place approved in writing by
every stockholder entitled to notice of the meeting or at which every
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stockholder entitled to such notice shall be present and represented at the date
and time of the meeting.
Section 4. Notice of Meetings. Written notice of the place, date and hour,
and specifying the purpose of every meeting of stockholders, shall be given by
the Clerk or by any other officer designated by the directors or these By-Laws,
at least seven days before the meeting, to each stockholder entitled to vote
thereat. If a special meeting is called upon written stockholder application
and the Clerk shall be unable or shall refuse to give notice thereof, notice may
be given by any other officer of the corporation. Such notice may be delivered
in hand to each stockholder entitled to notice, at his residence or usual place
of business or mailed to him, postage prepaid, addressed to his address as it
appears in the records of the corporation. No notice of any meeting need be
given a stockholder if a written waiver of notice executed before or after the
meeting by the stockholder, or his attorney thereunto authorized, is filed
with the records of the meeting, and, if notice of a special meeting shall be
waived by all stockholders entitled to notice thereof, no call of such special
meeting shall be required.
Section 5. Quorum. At all meetings of stockholders unless otherwise
provided in Article ELEVENTH hereof a quorum for the transaction of business
shall consist of the holders of record, present in person or by proxy, of a
majority in interest of all of the issued and outstanding shares of the stock of
the corporation entitled to vote thereon.
Section 6. Action Without Meeting. Any action required or permitted at
any meeting of the stockholders, including the election of directors or
officers, may be taken without a meeting if a written consent thereto is signed
by the holders of all of the issued and outstanding capital stock entitled to
vote at such meeting and such written consent is filed with the records of the
meetings of stockholders.
Section 7. Voting. Except as otherwise provided by law or by the Articles
of Organization every stockholder entitled to vote at a meeting of stockholders
shall have one vote for each share of stock having the right to vote at such
meeting held by him and registered in his name on the books of the corporation
at the time of the meeting or at the record date fixed by the directors for the
determination of stockholders entitled to vote thereat, if such date be fixed.
Stockholders may vote in person or by proxy in writing filed with the Clerk at
the meeting. No proxy dated more than six months before the meeting named
therein shall be accepted, and no such proxy shall be valid after the
adjournment of the meeting except if such proxy is coupled with an interest as
determined under applicable law. A proxy coupled with an interest may be
irrevocable if it so provides and shall be valid and enforceable until the
interest terminates or for such shorter period of time as the proxy provides.
Except as otherwise required by law, by the Articles of Organization or by
Article ELEVENTH hereof, any matter coming before any meeting of the
stockholders shall be adopted as the act and deed of the stockholders if
approved by a majority in interest of the stock issued, outstanding and entitled
to vote thereon, present or represented at the meeting, a quorum being present:
provided, however, that at all elections of directors and officers a plurality
of the votes cast for any nominee or nominees shall elect. No ballot shall be
required for election of a director or officer unless requested by the holder of
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one or more shares entitled to vote thereon or his representative.
Section 8. Class Voting. Unless the Articles of Organization or the
provision of Article ELEVENTH hereof shall otherwise provide, whenever the
issued and outstanding shares of the corporation shall consist of shares of two
or more classes having a voting right, a quorum at all meetings of stockholders
shall, Section 5 above notwithstanding, with respect to any matter, including
the election of directors, on which such two or more classes shall be entitled
to vote as a separate class, consist of a majority in interest of the issued and
outstanding stock of each such class; voting on such matter shall be had by
class, and approval of action thereon as the act of the stockholders of the
corporation, shall require the vote of a majority in interest of the issued and
outstanding stock of each class present or represented at the meeting and
entitled to vote thereat: provided, however, that in the matter of election of
directors elected by a particular class of shares a quorum shall consist of a
majority in interest of the issued and outstanding stock of that class and a
plurality of the votes cast by the holders of such stock at a meeting at which
such quorum is present shall elect.
ARTICLE FOURTH
CAPITAL STOCK
Section 1. Stock Certificates. Each stockholder shall be entitled to a
certificate or certificates in such form as the Board shall adopt, stating the
number of share and the class thereof held by him, and the designation of the
series thereof, if any. Each certificate of stock shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer;
the signatures of such officers may be facsimiles if the certificate is signed
by a transfer agent or registrar, other than a director, officer or employee of
the corporation. If any officer who has signed or whose facsimile signature has
been placed on any such certificate shall have ceased to be such officer before
such certificate is issued, the certificate may be issued by the corporation
with the same effect as if he were such officer at the time of issue. Every
certificate issued for shares of stock subject to a restriction or transfer
pursuant to the Articles of Organization, these By-Laws or any agreement
to which the corporation is a party, or issued while the corporation is
authorized to issue more than one class of stock, shall have the full text of
such restriction or the full text of the preferences, voting powers,
qualifications and special and relative rights of the stock each class and
series authorized to be issued, as the case may be, set forth on the face or
back of the certificate or alternatively, shall contain the statement that the
corporation will furnish a copy thereof to the holder of the certificate without
charge upon written request.
Section 2. Transfer. The stock of the corporation shall be transferable,
so as to affect the rights of the corporation, after satisfaction of the
provisions of the Articles of Organization, or other lawful provisions to which
the corporation is a party, imposing a restriction upon transfer unless the same
shall be waived by the Board of Directors by transfer recorded on the books of
the corporation, in person, or by duly authorized attorney, upon the surrender
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of the certificate or certificates properly endorsed or assigned.
Section 3. Fractional Shares. Fractional shares of stock of any class
may be issued. Fractional shares entitle the holder thereof to the voting and
dividend rights and the right to participate in assets upon liquidation, and
shall have and be subject to the preferences, qualifications, restrictions and
special and relative rights, of the class of stock or series in which issued. In
lieu of fractional shares, the corporation may issue scrip in registered or
bearer form entitling the holder thereof to receive a certificate for a full
share upon the surrender of scrip aggregating a full share. Any scrip issued by
the corporation may be issued upon such terms and conditions and in such manner
as the directors shall fix.
Section 4. Equitable Interests. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person except as may
be otherwise expressly provided by law.
Section 5. Lost Certificates. The directors of the corporation may, from
time to time, determine the conditions upon which a new certificate of stock may
issued in place of any certificate alleged to have been lost or destroyed.
They may in their discretion require the owner of a lost or destroyed
certificate, or his legal representative, to give a bond to the corporation with
or without surety; surety if required shall be such as the director deem
sufficient to indemnify the corporation against any loss or claim which may
arise by reason of the issue of a certificate in place of such lost or destroyed
stock certificate.
ARTICLE FIFTH
MAINTENANCE AND INSPECTION OF RECORDS
The corporation shall maintain in the Commonwealth of Massachusetts the
original or attested copies of its Articles of Organization, By-Laws and records
of all meetings of incorporators and stockholders, as well as its stock and
transfer records which shall contain the names of all stockholders and the
record address and amount of stock held by each. Such copies and records may be
maintained at the principal office of the corporation or an office of its
transfer agent or the office of the Clerk and shall be open at all reasonable
times to the inspection of any stockholder for a proper purpose.
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ARTICLE SIXTH
CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS
Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Board of Directors to sign the
same. No officer or person shall sign any such instrument as aforesaid unless
authorized by said Board to do so.
ARTICLE SEVENTH
SEAL
The seal of the corporation shall be circular in form, bearing the
inscription IGE, Inc.. The treasurer shall have custody of the seal and may
affix it (as may any other officer if authorized by the directors) to any
instrument requiring the corporate seal.
ARTICLE EIGHTH
FISCAL YEAR
The fiscal year of the corporation shall be the year ending with the 28th
day of February in each year.
ARTICLE NINTH
CONTROL OVER BY-LAWS
These By-Laws may be altered, amended or repealed and any new By-Laws
adopted at any annual or special meeting of the stockholders by the
affirmative vote of a majority of the shares of capital stock then issued
outstanding and entitled to vote unless a greater proportion shall be required
under the provision of Article ELEVENTH or by the affirmative vote of a majority
of the Board of Directors at any meeting of the Board except with respect to any
provision of the By-Laws which by law, the Articles of Organization and By-Laws
themselves requires action by the stockholders, provided, however, that notice
of a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall
be included in the notice of any meeting at which such alteration, amendment or
repeal or adoption is considered and, provided further, that any alteration
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or repeal of these By-Laws or any By-Laws adopted by the Board of Directors may
be amended or repealed by the stockholders.
ARTICLE TENTH
EFFECT OR PROVISIONS OF LAW AND ARTICLES OF ORGANIZATION
Each of the provisions of these By-Laws shall be subject to and controlled
by any specific provisions of law or the Articles of Organization which relate
to their subject matter, and shall also be subject to any exceptions, or
more specific provisions, dealing with the subject matter, appearing elsewhere
in these By-Laws as amended from time to time.
ARTICLE ELEVENTH
EXCEPTIONS, IF ANY, TO THE FOREGOING PROVISIONS OF THESE BYLAWS
