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NEW BRUNSWICK SCIENTIFIC CO., INC.
BY-LAWS
(AS AMENDED AND RESTATED ON MAY 30, 2000)
ARTICLE I OFFICES
Section 1. The registered office of the corporation shall be at 44
Talmadge Road, Edison, New Jersey.
Section 2. The corporation may have such other offices either
within or without the state as the Board of Directors may designate or as the
business of the corporation may require from time to time.
Section 3.
ARTICLE II SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its creation and the words "Corporate Seal,
New Jersey".
Section 2.
ARTICLE III SHAREHOLDERS' MEETING
Section 1. Meeting Location. All meetings of the shareholders
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shall be held at the corporation's registered office, or at such other place or
places either within or without the State of New Jersey as may from time to time
be selected by the Board of Directors.
Section 2. Annual Meeting. The annual meeting of shareholders
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shall be held on the fourth Tuesday of May in each year if not a 1egal holiday,
and if a legal holiday, then on the next full business day following at 10:00
o'clock A.M. when they shall elect, by a plurality vote, persons to serve on the
Board of Directors, and transact such other business as may properly be brought
before the meeting.
Section 3. If the annual meeting for election of directors in not held
on the day designated therefor, the directors shall cause the meeting to be held
as soon thereafter as convenient.
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Section 4. Special Meetings. Special meetings of the shareholders
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may be called by the Chairman of the Board or the Board of Directors.
Section 5. Notice of Shareholders' Meetings. Written notice of
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the time, place and purpose or purposes of every meeting of shareholders shall
be given not less 10 days than nor more than sixty days before the date of the
meeting, either personally or by mail, to each shareholder of record entitled to
vote at the meeting, unless a greater period of notice is required by statute in
a particular case.
Section 6. When a meeting is adjourned to another time or place, it
shall not be necessary to give notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting. However, if
after the adjournment, the Board fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record on the new record date.
Section 7. SECTION 5. Waiver of Notice. Notice of a meeting need not
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be given to any shareholder who signs a waiver of such notice, in person or by
proxy, whether before or after the meeting. The attendance of any shareholder at
a meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
Section 8. Whenever shareholders are authorized to take any action
after the lapse of a prescribed period of time, the action may be taken
without such lapse if such requirement is waived in writing, in person or by
proxy, whether before or after the meeting, taking of such action by every
shareholder entitled to vote thereon and at the date of the taking at such
action.
Section 9. SECTION 6. Fixing Record Date. For the purposes of
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determin-ing the shareholders entitled to notice of, or to vote, at any meeting
of shareholders or any adjournment thereof, or for the purpose of determining
shareholders entitled to receive payment of any dividend or allotment of any
right, or for the purpose of any other action, the Board may fix in advance, a
date as the record date for any such determination of shareholders. Such date
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shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be the close of business on the day next preceding the day on which notice in
given, or, if no notice is given, the day next preceding the day on which the
meeting is held, and the record date for determining shareholders for any other
purpose shall be at the close of business on the date on which the resolution of
the board relating thereto is adopted.
When a determination of shareholders of record entitled to notice of or to
vote at any meeting of shareholders, has been made as provided in this Section,
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date under this section for the adjourned meeting.
SECTION 7. Voting List. The officer or agent having charge of the stock
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transfer books for shares of the corporation shall make and certify a complete
list of shareholders entitled to vote at a shareholders' meeting or any
adjournment thereof. Such list shall be arranged a1phabetically within each
class and series, with the address of, and the number of shares held by each
shareholder; be produced at the time and place of the meeting; be subject to the
inspection of any shareholder during the whole time of the meeting; and be
prima facie evidence as to who are the shareholders entitled to examine such
list or to vote at any meeting.
If the requirements of this Section have not been complied with, the
meeting shall, on the demand of any shareholder in person or by proxy, be
adjourned until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.
SECTION 8. Quorum. Unless otherwise provided in the Certificate of
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Incorporation or by statute, the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting. The
shareholders present in person or by proxy at a duly organized meeting may
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continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Less than a quorum may adjourn
the meeting.
Whenever the holders of any class or series of shares are entitled to vote
separately on a specified item of business, the provisions of this section shall
apply to determining the presence of a quorum of such class or series for the
transaction of such specified item of business.
SECTION 9. Voting. Each holder of shares with voting rights shall be
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entitled to one vote for each such share registered in his name, except as
otherwise provided in the Certificate of Incorporation. Whenever any action,
other than the election of directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereof,
unless a greater plurality is required by statute or by the Certificate of
Incorporation.
Every shareholder entitled to vote at a meeting of shareholders may
authorize another person or persons to act for him by proxy. Every proxy shall
be executed in writing by the shareholder or his agent. No proxy shall be valid
after eleven months from the date of its execution, unless a longer time is
expressly provided therein, but in no event shall a proxy be valid after three
years from the date of execution. Unless it is coupled with an interest, a
proxy shall be revocable at will. A proxy shall not be revoked by the death or
incapacity of the shareholder, but such proxy shall continue in force until
revoked by the personal representative or guardian of the shareholder. The
presence at any meeting of any shareholder who has given a proxy shall not
revoke such proxy unless the shareholder shall file written notice of such
revocation with the secretary of the meeting prior to the voting of such proxy.
SECTION 10. Election of Directors. At each election of directors every
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shareholder entitled to vote at such election shall have the right to vote the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.
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Elections of directors need not be by ballot unless a shareholder demands
election by ballot at the election and before the voting begins.
SECTION 11. Inspectors of Election. The Board may, in advance of any
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shareholder meeting, appoint one or more inspec-tors to act at the meeting or
any adjournment thereof. If inspectors are not so appointed or shall fail to
qualify, the person presiding at the meeting may, and on the request of any
shareholder entitled to vote thereat, shall make such appointment.
Each inspector, before entering upon the discharge of his duties shall take
and sign an oath faithfully to execute the duties of inspector at the meeting
with strict impartiality and according to the best of his ability. No person
shall be elected a director at a meeting at which he has served as an inspector.
ARTICLE IV - DIRECTORS
SECTION 1. The business of this corporation shall be conducted by its
Board of Directors, which shall consist of not less then three nor more than 10
directors, and the exact number of directors shall be determined from time to
time by resolution adopted by affirmative vote of a majority of the entire Board
of Directors. The directors shall be divided into three classes designated
Class I, Class II, and Class III. Each class shall consist as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. At each annual meeting of shareholders, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three--year term. It the number of directors is changed, any increase and
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the Board
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of Directors that results from an increase in the number of directors may be
filled by a majority of the Board of Directors then in office, although less
than a quorum, or by a sole remaining director. Any directors elected to fill a
vacancy not resulting from an increase in the number of directors shall have the
same remaining term as that of his predecessor.
SECTION 2. Regular Meetings. Regular meetings of the Board shall be held
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without notice immediately after the Annual Meeting of Shareholders at the
registered office of the corporation, or at such other time and place as shall
be determined by the Board.
SECTION 3. Quorum. A majority of the entire Board, or of any committee
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thereof, as then constituted, shall constitute a quorum for the transaction of
business, and the act of the majority
present at a meeting at which a quorum is present shall be the act of the Board
or of the committee.
SECTION 4. Action Without Meeting. Any action required or permitted to be
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taken pursuant to authorization voted at a meeting of the Board or any committee
thereof, may be taken without a meeting if, prior or subsequent to such action,
all members of the Board or of such committee, as the case may be, consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board or committee.
SECTION 5. Special Meetings. Special meetings of the Board may be called
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by the Chairman of the Board, or the majority of the Board on three days' notice
to each director, personally, by mail, facsimile transmission, e-mail or other
reasonable method.
SECTION 6. Waiver of Notice. Notice of any meeting need not be given to
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any director who signs a waiver of notice, whether before or after the meeting.
The attendance of any director at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him. Neither the business to be transacted at, nor the
purposes of, any meeting of the Board need be specified in the notice or waiver
of notice of such meeting. Notice of an adjourned meeting need not be given it
the period of adjournment does not exceed ten days in any one adjournment.
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SECTION 7. Powers of Directors. The Board of Directors shall manage the
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business of the corporation. In addition to the powers and authorities
expressly conferred upon them by these Bylaws, the Board may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by these By-Laws directed or required to be exercised or done by the
shareholders.
SECTION 8. Compensation of Directors. The Board, by the affirmative vote
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of a majority of directors in office and irrespective of any personal interest
of any of them, shall have authority to establish reasonable compensation of
directors for services to the corporation as directors, officers, or otherwise.
SECTION 9. Committees of the Board of Directors.
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A. The Board of Directors, by resolution adopted by a majority of the
entire Board, shall appoint from among its members the following committees:
1. An Executive Committee, which shall be comprised of at least
three members of the Board of Directors, one of whom shall be the Chairman of
the Board. The Executive Committee shall be the decision-making body of the
Board of Directors during the period between the meetings of the Board of
Directors. Board approval of the actions of the Executive Committee shall not
be required.
2. A Nominating Committee, which shall be comprised of at least
three members of the Board of Directors. The Committee shall evaluate
prospective candidates for election to the Board of Directors and recommend
nominees for consideration at the annual meeting.
3. An Audit Committee, which shall be comprised of at least three
members of the Board of Directors. The Committee shall meet with management and
independent auditors on matters pertaining to the corporation's financial
statements and internal accounting controls.
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4. A Compensation Committee, which shall be comprised of at least
three members of the Board of Directors. The Committee shall review the
corporation's policies concerning employment, compensation and deferred
compensation including pension benefits and stock option plans, and recommend
modifications to such policies.
B. If deemed advisable, the Board of Directors, by resolution adopted
by a majority of the entire Board, may appoint from among its members additional
committees, with the members and the purpose of each such committee to be
established by resolution of the Board.
C. Each of the committees established under subparagraphs A and B shall
have and may exercise all of the authority of the Board, to the extent granted
to each such committee, except that no such committee shall:
1. make, alter or repeal any By-Law of the corporation;
2. elect or appoint any director, or remove any officer or
director;
3. submit to shareholders any action that requires shareholders'
approval; or
4. amend or repeal any resolution theretofore adopted by the
Board.
D. Action taken at a meeting of any committee established under
subparagraphs A and B shall be reported to the Board at its next meeting
following such committee meeting; except that, when the meeting of the Board is
held within two days after the committee meeting, such report shall, if not made
at the first meeting, be made to the Board at its second meeting following such
committee meeting.
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SECTION 10. Conduct of Meetings. Any meeting of the Board or of any
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committee may include participation by any director or committee member not
physically present who is able to participate in a meaningful way in all or any
part of the meeting through the use of means of communication to the fullest
extent authorized by New Jersey corporation law.
ARTICLE V - OFFICERS
SECTION 1. The officers of the corporation shall consist of a Chairman of
the Board, a President, a Secretary, a Treasurer, and, if desired, a Vice
Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents,
and such other officers as may be required. They shall be annually chosen by
the Board of Directors and shall hold office for one year and until their
successors are chosen and quality. The Board may also choose such employees and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall have such authority and shall perform such duties as from time to time
shall be prescribed by the Board.
Any two or more offices may be held by the same person but no officer shall
execute, acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by these By-Laws to be executed, acknowledged,
or verified by two or more officers.
SECTION 2. Salaries. The salaries of all officers, employees and agents
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of the corporation shall be fixed by the Board of Directors,
SECTION 3. Removal. Any officer elected or appointed by the Board of
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Directors may be removed by the Board with or without cause. An officer elected
by the shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
Board for Cause.
SECTION 4. Chairman of the Board. The Chairman of the Board shall preside
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at all meetings of the shareholders and of the directors. The Chairman of the
Board shall lead the Board of Directors in managing the business of the
corporation including devising strategies for profitable growth., The Chairman
of the Board shall chair the executive committee and shall serve as an Ex
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Officio member of all other committees established by the Board with the
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exception of the Audit Committee.
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SECTION 5. The President. The President shall manage the affairs of the
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corporation in accordance with the law, the corporate By-Laws and the policies
and procedures established by the Board, to optimize growth, profitability and
shareholders' equity of the corporation. The President shall report to the Board
via the Chairman of the Board.
SECTION 6. Secretary. The secretary shall keep full minutes of
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all meetings of the shareholders and directors; he shall be an EX-OFFICIO
Secretary of the Board of Directors; he shall attend all sessions of the Board,
shall act an clerk thereof, and record all votes and the minutes or all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the standing committees when required. He shall give or cause to be given,
notices of all meetings of the shareholders of the corporation and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or the Chairman of the Board, under whose supervision he
shall be.
SECTION 7. Treasurer. The Treasurer shall deposit all moneys and other
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valuable effects in the name and to the credit of the corporation, in such
depositories as may be designated by the Board or Directors. He shall disburse
the funds of the corporation as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board,
President, and Directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer.
SECTION 8. Vice President, Finance. The Vice President, Finance is the
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Chief Financial Officer and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation. He shall render to the
Chairman of the Board, President, and Direc-tors, at the regular or any special
meetings of the Board, an account of the financial condition of the corporation,
and shall submit a full financial report at the annual meeting of the
shareholders.
SECTION 9. Additional officers may be appointed by the Board,
including Vice Chairman of the Board, Chief Executive Officer, one or more Vice
Presidents, and such other officers as may be required. They shall have the
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responsibility and authority defined in their position descriptions adopted by
the Board's resolution in creating such positions.
ARTICLE VI - VACANCIES, RESIGNATION, REMOVAL
SECTION 1. Director. Subject to further provision in the Certificate of
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Incorporation, any directorship not filled at the annual meeting and any
vacancy, however caused, occurring on the
Board may be filled by the affirmative vote of a majority of the remaining
directors even though less than a quorum of the Board, or by a sole remaining
director. A director so elected by the Board shall hold office until the next
succeeding annual meeting of shareholders and until his successor shall have
been elected and qualify.
SECTION 2. Officers. Any vacancy occurring among the officers, however
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caused, may be filled by the Board of Directors.
SECTION 3. Resignations. Any director or other officer may resign by
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written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall have been
specified in the notice of resignation.
SECTION 4. Removal. So long as the Certificate of Incorpora-tion so
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provides, the Board of Directors shall have the power to remove directors for
cause and to suspend directors pending a final determination that cause exists
for removal.
ARTICLE VII- SHARE CERTIFICATES
SECTION 1. Form. The share certificates of the corporation shall be
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numbered and registered in the transfer records of the corporation as they are
issued. They shall bear the corporate seal, or a facsimile thereof, and be
signed by the Chairman of the Board and the Secretary.
SECTION 2. Transfers. All transfers of the shares of the corporation
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shall be made upon the books of the corporation by the holder of the shares in
person, or by his legal representative. Share certificates shall be surrendered,
properly endorsed and canceled at the time of transfer.
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SECTION 3. Lost Certificates. In the event that a share certificate shall
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be lost, destroyed or mutilated, a new certificate may be issued therefor upon
such terms and indemnity to the
corporation as the Board of Directors may prescribe.
ARTICLE VIII - BOOKS AND ACCOUNTS'
SECTION 1. The corporation shall keep books and records of account and
minutes of the proceedings of the shareholders, Board of Directors and executive
committee, if any. Such books, records and minutes may be kept outside this
State. The corporation shall keep at its registered office, or at the office of
a transfer agent in this State, a record or records containing the names and
addresses of all shareholders, the number, class and series of shares held by
each and the dates when they respectively became the owners of record thereof,
except that in the case of shares listed on a national securities exchange, the
records of the holders of such shares may be kept at the office of a transfer
agent within or without this State.
SECTION 2. Inspection. Any person who shall have been a shareholder of
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record of the corporation for at least six months immediately preceding his
demand, or any person holding, or so authorized in writing by the holders of, at
least five percent of the outstanding shares of any class, upon at least five
days' written demand shall have the right for any proper purpose to examine in
person or by agent or attorney, during usual business hours, the minutes of the
proceedings of the shareholders and record of shareholders, and to make extracts
therefrom, at the places where the same are kept.
ARTICLE LX - MISCELLANEOUS PROVISIONS
SECTION 1. Monetary Disbursements. All checks or demands for money and
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notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
SECTION 2. Fiscal Year. The fiscal year of the Corporation shall begin on
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the date selected from time to time by the Board of Directors.
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SECTION 3. Dividends. The Board of Directors may declare and pay
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dividends upon the outstanding shares of the corporation from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
SECTION 4. Reserve. Before payment of any dividend there may be set aside
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such sum or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund 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 interests of the corporation, and the directors may abolish any such reserve
in the manner in which it was created.
SECTION 5. Giving Notice. Whenever written notice is required to be given
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to any person, it may be given to such person either personally or by sending a
copy thereof through the mail. If notice is given by mail, the notice shall be
deemed to be given when deposited in the mail addressed to the person to whom it
is directed at his last address as it appears on the records of the corporation,
with postage prepaid thereon, or in the event no address is available, the
notice shall be deemed to have been given when addressed to general delivery in
the area where the person is suspected of residing or when the company has made
any other reasonable attempt to give notice to such person. Such notice shall
specify the place, day and hour of the meeting, and in the case of a
shareholders' meeting, the general nature of the business to be transacted.
In computing the period of time for the giving of any notice required or
permitted by statute, or by the Certificate of Incorporation or these By-Laws or
any resolution of directors of shareholders, the day on which the notice is
given shall be excluded, and the day on which the matter noticed is to occur
shall be included.
ARTICLE X - INDEMNIFICATION
SECTION 1. The corporation shall indemnify to the full extent permitted by
law any person made, or threatened to be made, a party to an action, suit or
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proceeding (whether civil, criminal, administrative or investigative), by reason
of the fact that he is or was a director, officer or employee of the corporation
or serves or served any other enterprise at the request of the corporation.
ARTICLE X1 - LOANS TO OFFICERS, DIRECTORS OR EMPLOYEES
SECTION 1. The corporation may lend money to, or guarantee any obligation
of, or otherwise assist, any officer or other employee of the corporation or of
any subsidiary, whenever, in the judgment of the directors, such loan, guarantee
or assistance, may reasonably be expected to benefit the corporation; provided,
however, that the corporation shall not lend money to, guarantee any obligation
of, or otherwise assist, any officer or other employee who is also a director,
of the corporation unless such loan, guarantee or assistance is authorized by a
majority of the entire board. The loan, guarantee or other assistance may be
made with or without interest, and may be unsecured, or secured in such manner
as the Board shall approve including, without limitation, a pledge of shares of
the corporation, and may be made upon such other terms and conditions as the
board may determine.
ARTICLE XII - AMENDMENTS
SECTION L. The Board of Directors shall have the power to make, alter and
repeal these By-Laws, but By-Laws made by the Board may be altered or repealed,
and new By-Laws may be made, by the shareholders.
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