EXHIBIT 3.2
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MOLEX INCORPORATED
RESTATEMENT OF BY-LAWS
(As of October 22, 1999)
TABLE OF CONTENTS
ARTICLE I. OFFICES 1
SECTION 1. PRINCIPAL OFFICE. 1
SECTION 2. OTHER OFFICES. 1
ARTICLE II. STOCKHOLDERS 1
SECTION 1. PLACE OF MEETING. 1
SECTION 2. ANNUAL MEETING. 1
SECTION 3. SPECIAL MEETINGS. 1
SECTION 4. NOTICE. 1
SECTION 5. ADJOURNED MEETINGS. 1
SECTION 6. QUORUM. 2
SECTION 7. VOTING. 2
SECTION 8. ACTION WITHOUT MEETING. 2
SECTION 9. STOCKHOLDER NOMINATIONS AND BUSINESS PROPOSALS. 2
A. Annual Meetings of Stockholders. 2
1. Nominations and Business Proposals. 2
2. Notice to Corporation. 2
3. Increase in Number of Directors. 3
B. Special Meetings of Stockholders. 3
1. Nominations of Directors. 3
2. Notice to Corporation. 3
C. General. 4
1. Acceptance of Nominations and Proposals. 4
2. Compliance with Exchange Act. 4
3. Definitions. 4
ARTICLE III. DIRECTORS 5
SECTION 1. GENERAL. 5
A. Election and Tenure of Directors. 5
B. Number of Directors. 5
C. Directors Elected by Preferred Stockholders. 5
SECTION 2. VACANCIES. 5
SECTION 3. REGULAR MEETINGS. 5
SECTION 4. SPECIAL MEETINGS. 6
SECTION 5. NOTICE. 6
SECTION 6. QUORUM. 6
SECTION 7. ACTION WITHOUT MEETING. 6
SECTION 8. ACTION BY CONFERENCE TELEPHONE. 6
SECTION 9. COMMITTEES. 6
SECTION 10.COMPENSATION OF DIRECTORS. 7
ARTICLE IV. OFFICERS 7
SECTION 1. NUMBER AND SALARIES. 7
SECTION 2. ELECTION AND TERM OF OFFICE. 7
SECTION 3. THE CHAIRMAN OF THE BOARD. 7
SECTION 4. THE PRESIDENT. 7
SECTION 5. THE VICE PRESIDENTS. 7
SECTION 6. THE SECRETARY. 7
SECTION 7. THE TREASURER. 8
SECTION 8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. 8
SECTION 9. VICE CHAIRMAN OF THE BOARD. 8
SECTION 10.THE CHIEF EXECUTIVE OFFICER. 8
ARTICLE V. CERTIFICATES OF STOCK 8
SECTION 1. SIGNATURE BY OFFICERS. 8
SECTION 2. FACSIMILE SIGNATURES. 8
SECTION 3. LOST CERTIFICATES. 8
SECTION 4. TRANSFER OF STOCK. 9
SECTION 5. FIXING OF RECORD DATE. 9
SECTION 6. REGISTERED STOCKHOLDERS. 9
ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS 9
SECTION 1. CONTRACTS. 9
SECTION 2. LOANS. 9
SECTION 3. CHECKS. 9
ARTICLE VII. DIVIDENDS 9
SECTION 1. DECLARATION OF DIVIDENDS. 9
SECTION 2. RESERVES. 9
ARTICLE VIII. FISCAL YEAR 10
ARTICLE IX. WAIVER OF NOTICE 10
ARTICLE X. SEAL 10
ARTICLE XI. AMENDMENTS 10
MOLEX INCORPORATED
RESTATEMENT OF BY-LAWS
(As of October 22, 1999)
ARTICLE I. OFFICES
SECTION 1. PRINCIPAL OFFICE. The registered office of
the Corporation shall be located in the City of Wilmington,
County of New Castle, State of Delaware.
SECTION 2. OTHER OFFICES. The Corporation may also have
offices at such other places, both within and without the State
of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II. STOCKHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of stockholders
may be held at such place, either within or without the State of
Delaware, as may be designated by the Board of Directors or
officers calling such meetings. If no designation is made, the
place of the meeting shall be the principal office of the
Corporation.
SECTION 2. ANNUAL MEETING. The annual meeting of the
stockholders shall be held on a weekday on such date as the Board
of Directors may determine, and shall be held at a time and place
to be determined by a resolution of the Board of Directors, for
the purpose of electing directors and for the transaction of such
other business as may properly come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated
for any annual meeting, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a meeting of
the stockholders as soon thereafter as the Board of Directors
determines is reasonably convenient.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
stockholders may be called by the Chairman, Chief Executive
Officer, President, the Secretary or the Board of Directors.
SECTION 4. NOTICE. Written notice stating the date,
time and place of the meeting, and in case of a special meeting,
the purpose or purposes thereof, shall be given to each
stockholder entitled to vote thereat not less than 10 or more
than 60 days prior thereto, either personally or by mail or
telegraph, addressed to each stockholder at his address as it
appears on the records of the Corporation. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid.
If notice be by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. Any previously scheduled meeting of the stockholders
may be postponed by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for
such meeting of stockholders.
SECTION 5. ADJOURNED MEETINGS. When a meeting is
adjourned to another time or place, notice of the adjourned
meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken, if
the adjournment is for not more than 30 days, and if no new
record date is fixed for the adjourned meeting. At the adjourned
meeting, the Corporation may transact only such business, which
might have been transacted at the original meeting as originally
notified.
SECTION 6. QUORUM. The holders of a majority of each
class of the shares of 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. Whether or not such
quorum is present or represented at any meeting of the
stockholders, the chairman of the meeting or, subject to the
provisions of the Certificate of Incorporation, the holders of a
majority of the shares 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. At such adjourned meeting at which a quorum
shall be present or represented, only such business which might
have been transacted at the meeting as originally notified may be
transacted. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares of stock having voting
power present in person or represented by proxy shall decide any
questions brought before such meeting, unless the questions is
one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote or a vote by class
is required, in which case such express provision shall govern
and control the decision of such question.
SECTION 7. VOTING. Subject to the provisions of the
Certificate of Incorporation, including the rights of any holder
of Preferred Stock, each stockholder shall at every meeting of
the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held by
such stockholder, but no proxy shall be voted after three years
from its date, unless the proxy provides for a longer period.
Elections of directors need not be by written ballot.
SECTION 8. ACTION WITHOUT MEETING. Unless otherwise
restricted by statute or the Certificate of Incorporation, any
action required or permitted to be taken at any annual or special
meeting of stockholders 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 the shares entitled to vote thereon were
present and voted, provided that prompt notice of such action
shall be given to those stockholders who have not so consented in
writing to such action without a meeting.
SECTION 9. STOCKHOLDER NOMINATIONS AND BUSINESS
PROPOSALS.
A. Annual Meetings of Stockholders.
1. Nominations and Business Proposals.
Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of
business to be considered by the stockholders at an
annual meeting of stockholders may be made only (a) by
or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice
provided for in this Section 9, who is entitled to vote
at the meeting and who complied with the notice
procedures set forth in this Section 9. In order for
business to be properly brought before the meeting by a
stockholder, such business, as determined by the
chairman of the meeting, must be a proper subject under
Delaware corporate law.
2. Notice to Corporation. For nominations or
other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (b) of
paragraph A1 of this Section 9, the stockholder must
have given timely notice thereof in writing to the
Secretary. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal
executive office of the Corporation not less than 60
days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting of
stockholders; provided, however that in the event the
date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such
anniversary date, notice by the stockholder must be so
delivered not earlier than the 90th day prior to such
annual meeting and not later than the close of business
on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which
public announcement of the date of such meeting is
first made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, all
information relating to such person that is required to
be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named
in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that
the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought
before the meeting, the reasons for conducting such
business at the meeting and any material interest in
such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made;
and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made, (i) the name and
address of such stockholder and of such beneficial
owner, and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.
3. Increase in Number of Directors.
Notwithstanding anything in the second sentence of
paragraph A2 of this Section 9 to the contrary, in the
event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and
there is no public announcement naming all of the
nominees for director or specifying the size of the
increased Board of Directors made by the Corporation at
least 70 days prior to the first anniversary of the
preceding year's annual meeting of stockholders, a
stockholder's notice required by this Section 9 shall
also be considered timely, but only with respect to
nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at
the principal executive office of the Corporation not
later than the close of business on the 10th day
following the day on which such public announcement is
first made by the Corporation.
B. Special Meetings of Stockholders.
1. Nominations of Directors. Nominations of
persons for election to the Board of Directors may be
made at a special meeting of stockholders at which
directors are to be elected only (a) by or at the
direction of the Board of Directors or (b) by any
stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in
this Section 9, who shall be entitled to vote at the
meeting and who complies with the notice procedures set
forth in this Section 9.
2. Notice to Corporation. Only such business
shall be conducted at a special meeting of stockholders
as shall have been set forth as the purpose or purposes
of such special meeting in the Corporation's notice of
such special meeting. Nominations by stockholders of
such persons for election to the Board of Directors may
be made at such a special meeting of stockholders if a
stockholder's notice shall be delivered to the
Secretary at the principal executive office of the
Corporation not earlier than the 90th day prior to such
special meeting and not later than the close of
business on the later of the 60th day prior to such
special meeting or the 10th day following the day on
which public announcement is first made of the date of
the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. Such
stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for
election or reelection as a director, all information
relating to such person that is required to be
disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to being named
in the proxy statement as a nominee and to serving as
director if elected) and (b) as to the stockholder
giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (i)
the name and address of such stockholder and of such
beneficial owner, and (ii) the class and number of
shares of the Corporation which are owned beneficially
and of records by such stockholder and such beneficial
owner.
C. General.
1. Acceptance of Nominations and Proposals. The
Secretary shall have the power and duty to determine
whether a nomination or any business proposed to be
brought before the meeting was made in accordance with
the procedures set forth in this Section 9. The
Secretary shall make any such determination and shall
notify the interested stockholder of such determination
(including the reasons for any determination that the
interested stockholder's nomination or proposal was not
made in compliance with this Section 9) within fifteen
days after the Corporation's receipt of the
stockholder's notice required by paragraph A2 or B2 of
this Section 9. If the Secretary determines that such
nomination or proposal is not in compliance with this
Section 9, the interested stockholder shall have until
the later of the expiration of the applicable notice
period or five days after receipt by such stockholder
of any such notice declaring that such stockholder's
nomination or proposal was not made in compliance with
this Section 9 to rectify any deficiency cited in such
notice and to resubmit such stockholder's nomination or
proposal to the Secretary at the principal business
office of the Corporation. Any resubmitted nomination
or proposal shall contain only such nominations or
proposals as were submitted to the Corporation in such
stockholder's notice which did not comply with this
Section 9. The Secretary shall determine whether any
such resubmitted nomination or proposal is in
compliance with this Section 9, and shall notify the
interested stockholder of such determination (including
the reasons for any determination that the interested
stockholder's resubmitted nomination or proposal was
not made in compliance with this Section 9), within
five additional days of the Corporation's receipt of
such stockholder's resubmitted nomination or proposal.
2. Compliance with Exchange Act.
Notwithstanding the foregoing provisions of this
Section 9, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the
matters set forth in this Section 9. Nothing in this
Section 9 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.
3. Definitions. For purposes of this Section 9,
"public announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service,
Associated Press or a comparable national news service
or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
ARTICLE III. DIRECTORS
SECTION 1. GENERAL. The business and affairs of the
Corporation shall be managed by a board of directors. Directors
need not be stockholders.
A. Election and Tenure of Directors. Directors shall
be elected at the annual meeting of the stockholders, except
as provided in Section 2 of this Article, and each director
elected shall hold office until the annual meeting when his
or her term expires or until his or her respective successor
is duly elected and qualified.
The board of directors shall be divided into three
classes of directors (each, a "Class"), known as Class I,
Class II and Class III, with the term of office of one Class
expiring each year. Each Class shall consist, as nearly as
possible, of one-third of the total number of directors
constituting the entire board of directors. At each annual
meeting of stockholders, successors to the Class of
directors whose term expires at that meeting shall be
elected for a term expiring at the third annual meeting
following their election and until their successors shall be
elected and qualified, subject to prior death, retirement,
resignation or removal.
B. Number of Directors. The board shall comprise a
number of not less than six (6) nor more than twelve (12)
directors as determined by resolution of the Board of
Directors.
In the event of any increase or decrease in the
authorized number of directors, (1) each director then
serving as such shall nevertheless continue as director of
the Class of which he or she is a member until the
expiration of such director's current term or his or prior
death, retirement, resignation or removal, and (2) the newly
created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the board of
directors among the three Classes of directors so as to
ensure that no one Class has more than one director more
than any other Class, and each director so elected shall
hold office for the same term as the other members of the
Class to which the director is assigned. No decrease in the
number of directors constituting the whole board of
directors shall shorten the term of an incumbent director.
C. Directors Elected by Preferred Stockholders.
Notwithstanding the foregoing provisions, whenever the
holders of any one or more classes or series of Preferred
Stock issued by the corporation shall have the right, voting
separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of the
Certificate of Incorporation or the resolution or
resolutions adopted by the board of directors pursuant to
the provision of the Certificate of Incorporation applicable
thereto, and such directors so elected shall not be divided
into classes unless expressly provided by such terms.
SECTION 2. VACANCIES. 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, and the directors so
chosen shall hold office until the next annual election or until
their respective successors are duly elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the
Board of Directors shall be held without other notice than this
by-law, immediately after, and at the same place as, the annual
meeting of stockholders. The Board of Directors may provide, by
resolution, the time and place, whether within or without the
State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the
Board of Directors may be called by or at the request of the
President or any director. The person or persons authorized to
call special meetings of the Board of Directors may fix any place
for holding any special meeting of the Board of Directors called
by them.
SECTION 5. NOTICE. Written notice of any special
meeting shall be given at least two (2) days prior thereto,
either personally or by mail or telegraph, addressed to each
director at his address as it appears on the records of the
Corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be by telegram, such
notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.
SECTION 6. QUORUM. At all meetings of the Board, a
majority of the total number of directors shall constitute a
quorum for the transaction of business and 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, except as may
be otherwise specifically provided by state or by the Certificate
of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be
present. A director present at a meeting shall be counted in
determining the presence of a quorum, regardless of whether a
contract or transaction between the Corporation and such director
of between the Corporation and any other Corporation,
partnership, association, or other organization in which such
director is a director or officer, or has financial interest, is
authorized or considered at such meeting.
SECTION 7. ACTION WITHOUT MEETING. Unless otherwise
restricted by statute or the Certificate of Incorporation, 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 all members of the Board or such committee,
as the case may be, consent thereto in writing and such written
consent is filed with the minutes of proceedings of the Board or
committee.
SECTION 8. ACTION BY CONFERENCE TELEPHONE. Unless
otherwise restricted by statute or the Certificate of
Incorporation, 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 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 such meeting.
SECTION 9. COMMITTEES. The Board of Directors, by
resolution adopted by the majority of the whole Board, may
designate one (1) or more committees, each committee to consist
of two (2) or more directors. The Board may designate one (1) 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 a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not a 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 such resolution, shall have any may exercise
all of the powers 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 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 expressly so
provides, such committee shall not have the power or authority to
declare a dividend or to authorize the issuance of stock.
SECTION 10. COMPENSATION OF DIRECTORS. The directors may
be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of a committee may be allowed
like compensation for attending committee meetings.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER AND SALARIES. The officers of the
Corporation shall consist of a Chairman of the Board, a
President, one (1) or more Vice Presidents (the number thereof to
be determined by the Board of Directors), a Secretary, and a
Treasurer. Such other officers and assistant officers and agents
as may be deemed necessary may be elected or appointed by the
Board of Directors. Any two (2) or more officers may be held by
the same person. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of
the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held
after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall
be held as soon thereafter as is convenient. However, any
officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
Board of Directors. Vacancies or new offices may be filled at
any meeting of the Board of Directors. An officer may resign at
any time upon written notice to the Corporation. Each officer
shall hold his office until his successor is elected and
qualified or until his earlier resignation or removal.
SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of
the Board shall be elected by the Board of Directors from their
own number by ballot; he shall preside at all meetings of the
stockholders and of the Board of Directors; he shall be a member
of the Finance Committee in the event such committee is created;
and he shall have such duties and shall supervise such matters as
may be designated to him by the Board of Directors.
SECTION 4. THE PRESIDENT. The President shall be the
principal executive officer of the Corporation; in the absence of
the Chairman of the Board, he shall preside at all meetings of
the stockholders and of the Board of Directors; he shall have
general and active management of the business of the Corporation
and shall see that all orders and resolutions of the Board of
Directors are carried into effect; and he shall have the general
powers and duties of supervision and management usually vested in
the office of the President of a corporation.
SECTION 5. THE VICE PRESIDENTS. In the absence of the
President or in the event of his inability or refusal to act, the
Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election)
shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President. He shall perform such other
duties as from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION 6. THE SECRETARY. The Secretary shall keep the
minutes of the proceedings of the stockholders and the Board of
Directors; he shall give, or cause to be given; all notices in
accordance with the provisions of these by-laws or as required by
law; he shall be custodian of the corporate records and of the
seal of the Corporation; he shall keep at the registered office
or principal place of business of the Corporation a record of the
stockholders of the Corporation, giving the names and addresses
of all such stockholders (which addresses shall be furnished to
the Secretary by such stockholders) and the number and class of
the shares held by each; he shall have general charge of the
stock transfer books of the Corporation; and in general he shall
perform all duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 7. THE TREASURER. The Treasurer shall have the
custody of the corporate funds and securities and shall keep, or
cause to be kept, correct and complete books and records of
account, including full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board of Directors; and in general he shall
perform all the duties incident to the office of Treasurer and
such other duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the
President or the Board of Directors.
SECTION 8. ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS. The Assistant Secretaries and Assistant Treasurers,
if any, in general shall perform such duties as from time to time
may be assigned to them by the Secretary, or the Treasurer,
respectively, or by the President or the Board of Directors.
SECTION 9. VICE CHAIRMAN OF THE BOARD. The Board of
Directors may, at its discretion, elect one or more Vice Chairman
of the Board of Directors. In the absence of the Chairman or his
inability to perform his duties, the Vice Chairman shall preside
at any stockholders meetings and of the Board of Directors and
otherwise perform whatever duties that are performed by the
Chairman.
SECTION 10. THE CHIEF EXECUTIVE OFFICER. The Board of
Directors may, at is discretion, elect a Chief Executive Officer.
If a Chief Executive Officer is elected, he shall be the
principal executive officer of the Corporation with all
responsibilities usually vested therein.
ARTICLE V. CERTIFICATES OF STOCK
SECTION 1. SIGNATURE BY OFFICERS. Every holder of stock
in the Corporation shall be entitled to have a certificate signed
by or in the name of the Corporation by the Chairman of the Board
of Directors, the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is
signed by a Transfer Agent of the Corporation, the signature of
the Chairman of the Board of Directors, President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary may be facsimile. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been
used on any such certificate or certificates shall cease to be
such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not
ceased to be such officer or officers of the Corporation.
SECTION 3. LOST CERTIFICATES. The Board of Directors
may direct a new certificate or certificates to be issued by the
Corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to
give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been
lost or destroyed.
SECTION 4. TRANSFER OF STOCK. Upon surrender to the
Corporation of or the Transfer Agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 5. FIXING OF RECORD DATE. The Board of
Directors shall fix in advance a date, in accordance with the
requirements of applicable law, 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,
as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any
adjournment 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 on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment 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 as
aforesaid.
SECTION 6. REGISTERED STOCKHOLDERS. The Corporation
shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such
shares on the part of any other person whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
ARTICLE VI. CONTRACT, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. When the execution of any
contract or other instrument has been authorized by the Board of
Directors without specification of the executing officers, the
President, or any Vice President, and the Secretary, or any
Assistant Secretary, may execute the same in the name of and on
behalf of the Corporation and may affix the corporate seal
thereto.
SECTION 2. LOANS. No loans shall be contracted on
behalf of the Corporation and no evidence of indebtedness shall
be issued in its name unless authorized by a resolution of the
Board of Directors.
SECTION 3. CHECKS. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
ARTICLE VII. DIVIDENDS
SECTION 1. DECLARATION OF DIVIDENDS. Dividends upon the
capital stock of the Corporation, subject to the provisions of
the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Certificate
of Incorporation.
SECTION 2. RESERVES. Before payment of any dividend,
there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.
ARTICLE VIII. FISCAL YEAR
The fiscal year shall begin the first day of July and end on
the last day of June in each year but this determination shall be
subject to change by the Board of Directors.
ARTICLE IX. WAIVER OF NOTICE
Whenever any notice whatever is required to be given by law,
the Certificate of Incorporation or these by-laws, a written
waiver thereof, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transactions of business because the meeting is not lawfully
called or convened.
ARTICLE X. SEAL
The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it
or a facsimile thereof to the impressed or affixed or reproduced
otherwise.
ARTICLE XI. AMENDMENTS
These by-laws may be altered, amended or repealed and new by-
laws adopted at any regular or special meeting of the Board of
Directors by a majority vote of the directors present at the
meeting.
