SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 1996
OFFSHORE LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-5232 72-0679819
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
224 Rue de Jean, P.O. Box 5-C, Lafayette Louisiana 70505
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (318) 233-1221<PAGE>
Item 5. Other Events.
On February 8, 1996, the Board of Directors of Offshore
Logistics, Inc. (the "Company") adopted various amendments to the
Company's Bylaws and directed the restatement of the Company's Bylaws
to reflect such amendments.
Item 7. Exhibits.
(c) Exhibits.
(3)(7) Amended and Restated Bylaws of Offshore Logistics, Inc.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
OFFSHORE LOGISTICS, INC.
(Registrant)
/s/ George M. Small
By:___________________________________
George M. Small
Vice President
and Chief Financial Officer
Date: April 29, 1996<PAGE>
EXHIBIT INDEX
Exhibit
3(7) Amended and Restated Bylaws of Offshore Logistics, Inc.
AMENDED AND RESTATED BYLAWS
OF
OFFSHORE LOGISTICS, INC.
As of February 8, 1996
ARTICLE 1
STOCKHOLDERS
1.1 Place of Meeting; Postponement. All meetings of the
stockholders shall be held at such place within or without the State of
Delaware as may be specified in the notice of the meeting or in the waiver
of notice thereof. The Board of Directors may, at any time prior to the
holding of a meeting of stockholders, postpone such meeting to such time
and place as is specified in the notice of postponement of such meeting,
which notice shall be given in accordance with Section 1.5 hereof at least
ten days before the date to which the meeting is postponed.
1.2 Annual Meeting. The annual meeting of stockholders for
the election of directors and the transaction of other business shall be held
at 10:00 A.M. on the second Thursday of November of each year, or the
first business day thereafter when such date is a generally observed
business holiday, or at such other time and date as may be determined by
the directors, by resolution, and designated in the notice of meeting.
1.3 Special Meetings. Special meetings of stockholders, other
than the annual meeting for the election of directors, may be called at any
time by the President or by resolution of the directors. At any special
meeting of stockholders, only such business may be transacted as is
related to the purpose or purposes of such meeting as set forth in the
notice thereof given pursuant to Section 1.5 of the Bylaws or in any
waiver of notice thereof given pursuant to Section 1.6 of the Bylaws.
1.4 Fixing Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other distribution
or allotment of any rights or to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date for any such
determination of stockholders. Such record date shall not precede the date
on which the resolution fixing the record date is adopted and shall not be
more than sixty nor less than ten days before the date of any meeting of
stockholders, nor more than sixty days prior to the time for such other
action as hereinbefore described; provided, however, that if no record date
is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on
which notice is given or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of rights or to exercise any rights of
change, conversion or exchange of stock or for any other purpose, the
record date shall be at the close of business on the day on which the
Board of Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or
to vote at any meeting of stockholders shall apply to any adjournment
thereof, unless the directors fix a new record date for the adjourned
meeting.
In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than
ten (10) days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the Secretary of the
Corporation, request the Board of Directors to fix a record date. The
Board of Directors shall promptly, but in all events within ten (10) days
after the date on which such a request is received by the Secretary, adopt
a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within ten (10) days of the date on which such a
request is received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law, shall be
the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or any officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board
of Directors adopts the resolution taking such prior action.
1.5 Notice of Meetings of Stockholders. Except as otherwise
provided in Sections 1.4 and 1.6 of the Bylaws, whenever under the
General Corporation Law or the Certificate of Incorporation or the
Bylaws, stockholders are required or permitted to take any action at a
meeting, written notice shall be given stating the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. A copy of the notice of any meeting
shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting, to each stockholder entitled to notice
of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the stockholder at his address as it appears on the records of
the Corporation. An affidavit of the Secretary or an Assistant Secretary
or of the transfer agent of the Corporation that the notice required by this
Section has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally
called. If, however, the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
1.6 Waivers of Notice. Whenever notice is required to be
given to any stockholder under any provision of the General Corporation
Law or the Certificate of Incorporation or the Bylaws, a written waiver
thereof, signed by the stockholder entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a stockholder at a meeting shall constitute a waiver of
notice of such meeting, except when the stockholder attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders need be specified in any
written waiver of notice.
1.7 List of Stockholders. The Secretary shall prepare and
make, or cause to be prepared and made, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.
1.8 Quorum of Stockholders; Adjournment. The holders of a
majority of the shares of stock entitled to vote at any meeting of
stockholders, present in person or represented by proxy, shall constitute
a quorum for the transaction of any business at such meeting. When a
quorum is once present to organize a meeting of stockholders, it is not
broken by the subsequent withdrawal of any stockholders. The holders of
a majority of the shares of stock present in person or represented by proxy
at any meeting of stockholders, including an adjourned meeting, whether
or not a quorum is present, may adjourn such meeting to another time and
place. In addition, any meeting of the stockholders may be adjourned at
any time by the Chairman of the Board or such other person who shall be
lawfully acting as chairman of such meeting of stockholders if such
adjournment is deemed to be a reasonable course of action under the
circumstances by the chairman of such meeting.
1.9 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, every stockholder of record shall be entitled
at every meeting of stockholders to one vote for each share of capital
stock standing in his name on the record of stockholders determined in
accordance with Section 1.4 of the Bylaws. If the Certificate of
Incorporation provides for more or less than one vote for any share, on
any matter, every reference in the Bylaws or the General Corporation Law
to a majority or other proportion of stock shall refer to such majority or
other proportion of the votes of such stock. The provisions of Sections
212 and 217 of the General Corporation Law shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in
treating the persons in whose names shares of capital stock stand on the
record of stockholders as owners thereof for all purposes. At any meeting
of stockholders (at which a quorum was present to organize the meeting),
all matters, except as otherwise provided in the General Corporation Law,
the Certificate of Incorporation or the Bylaws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares present
in person or represented by proxy and entitled to vote thereon, whether
or not a quorum is present when the vote is taken. In voting on any
question on which a vote by ballot is required by law or is demanded by
any stockholder entitled to vote, the voting shall be by ballot. Each ballot
shall be signed by the stockholder voting or by his proxy, and shall state
the number of shares voted. On all other questions, the voting may be
viva voce. Every stockholder entitled to vote at a meeting of stockholders
or to express consent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. The validity
and enforceability of any proxy shall be determined in accordance with
Section 212 of the General Corporation Law.
1.10 Certain Matters Relating to Consent of Stockholders in Lieu
of Meeting. Consents of stockholders in lieu of a meeting of stockholders
may be revoked by written notice (a) to the Corporation, (b) to the
stockholder or stockholders soliciting consents or soliciting revocations in
opposition to action by consent (the "Soliciting Stockholders"), or (c) to
a proxy solicitor or other agent designated by the Corporation or the
Soliciting Stockholders.
Within ten (10) business days after receipt of the earliest dated
consent delivered to the Corporation in the manner provided in
Section 228(c) of the Delaware General Corporation Law or the
determination by the Board of Directors of the Corporation that the
Corporation should seek corporate action by written consent, as the case
may be, the Secretary of the Corporation shall engage nationally
recognized independent inspectors of elections for the purpose of
performing a ministerial review of the validity of the consents and
revocations. The cost of retaining inspectors of election shall be borne by
the Corporation.
Following appointment of the inspectors, consents and revocations
shall be delivered to the inspectors upon receipt by the Corporation, the
Soliciting Stockholders or their proxy solicitors or other designated agents.
As soon as practicable following the earlier of (a) the receipt by the
inspectors, a copy of which shall be delivered to the Corporation, of any
written demand by the Soliciting Stockholders, or (b) sixty (60) days after
the date of the earliest dated consent delivered to the Corporation in the
manner provided in Section 228(c) of the Delaware General Corporation
Law, the inspectors shall issue a preliminary report to the Corporation and
the Soliciting Stockholders stating the number of valid and unrevoked
consents and whether, based on their preliminary count, the requisite
number of valid and unrevoked consents has been obtained to authorize or
take the action specified in the consents.
Unless the Corporation and the Soliciting Stockholders shall agree
to a shorter or longer period, the Corporation and the Soliciting
Stockholders shall have 48 hours to review the consents and revocations
and to advise the inspectors and the opposing party in writing as to
whether they intend to challenge the preliminary report of the inspectors.
If no written notice of an intention to challenge the preliminary report is
received within 48 hours after the inspectors' issuance of the preliminary
report, the inspectors shall issue to the Corporation and the Soliciting
Stockholders their final report containing the information from the
inspectors' determination with respect to whether the requisite number of
valid and unrevoked consents was obtained to authorize and take the
action specified in the consents. If the Corporation or the Soliciting
Stockholders issue written notice of an intention to challenge the
inspectors' preliminary report within 48 hours after the issuance of that
report, a challenge session shall be scheduled by the inspectors as
promptly as practicable. Following completion of the challenge session,
the inspectors shall as promptly as practicable issue their final report to
the Soliciting Stockholders and the Corporation, which report shall contain
the information included in the preliminary report, plus any change in the
vote total as a result of the challenge and a certification of whether the
requisite number of valid and unrevoked consents was obtained to
authorize or take the action specified in the consents.
1.11 Notice of Stockholder Business and
Nominations. Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered
by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of
notice provided for in this Section 1.11, who is entitled to vote at the
meeting and who complies with the applicable notice procedures set forth
in this Section 1.11.
For nominations or other business to be properly brought before
a meeting by a stockholder pursuant to clause (c) of the first paragraph of
this Section 1.11, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice in the case of an annual meeting shall be delivered
to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 60th day nor earlier than the close
of business on the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date
of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on 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 by the Corporation. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or re-election as a director all information relating
to such person that is required to be disclosed in solicitations of proxies
for election of directors in an election contest, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11
thereunder (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, as they appear on the Corporation's books,
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.
Notwithstanding anything in the second sentence of the second
paragraph of this Section 1.11 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 by the
Corporation naming all of the nominees for director or specifying the size
of the increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholders notice
required by this Section 1.11 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 offices
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.
Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. 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 pursuant to the Corporation's notice
of meeting (a) by or at the direction of the Board of Directors or
(b) provided that the Board of Directors has determined that directors shall
be elected at such meeting, by any stockholder of the Corporation who is
a stockholder of record at the time of giving of notice provided for in this
Section 1.11, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 1.11. In the
event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be),
for election to such position or positions, as specified in the Corporation's
notice of meeting, if the stockholder's notice required by the second
paragraph of this Section 1.11 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on 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. In no
event shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a stockholder's
notice as described above.
Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.11 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 1.11. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, the
Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this Section 1.11 and, if any proposed
nomination or business is not in compliance with this Section 1.11, to
declare that such defective proposal or nomination shall be disregarded.
For purposes of this Section 1.11, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or 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.
Notwithstanding the foregoing provisions of this Section 1.11, 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 1.11. Nothing in this Section 1.11 shall
be deemed to affect any rights (a) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (b) of the holders of any series of preferred
stock to elect directors under specified circumstances.
ARTICLE 2
DIRECTORS
2.1 General Powers. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board. The Board may
adopt such rules and regulations, not inconsistent with the Certificate of
Incorporation or the Bylaws or applicable laws, as it may deem proper for
the conduct of its meetings and the management of the Corporation. In
addition to the powers expressly conferred by the Bylaws, the Board may
exercise all powers and perform all acts which are not required, by the
Bylaws or the Certificate of Incorporation or by law, to be exercised and
performed by the stockholders.
2.2 Number; Qualification; Term of Office. The Board shall
consist of not less than three nor more than fifteen directors. The exact
number of directors shall be determined from time to time by action of the
Board. Directors need not be stockholders. Each director shall hold
office until his successor is elected and qualified or until his earlier death,
resignation or removal.
2.3 Restriction on Nationality. No more of the directors than
a minority of the number necessary to constitute a quorum may be
non-citizens of the United States of America.
2.4 Election. Directors shall, except as otherwise required by
law or by the Certificate of Incorporation, be elected by a plurality of the
votes cast at a meeting of stockholders by the holders of shares entitled to
vote in the election.
2.5 Newly-Created Directorships and Vacancies. Unless
otherwise provided in the Certificate of Incorporation, newly-created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any other reason, including the
removal of directors without cause, may be filled by vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director, or may be elected by a plurality of the votes cast by
the holders of shares of capital stock entitled to vote in the election at a
special meeting of stockholders called for that purpose. A director elected
to fill a vacancy shall be elected to hold office until his successor is
elected and qualified, or until his earlier death, resignation or removal.
2.6 Resignations. Any director may resign at any time by
written notice to the Corporation. Such resignation shall take effect on
receipt thereof by the President or Secretary, or on any later date, not
more than thirty days after such receipt, specified therein, and, unless
otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.
2.7 Removal of Directors. Subject to the provisions of Section
141(k) of the General Corporation Law, any or all of the directors may
be removed with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.
2.8 Compensation. Each director, in consideration of his
service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at directors' meetings, or
both, as the Board may from time to time determine, together with
reimbursement for the reasonable expenses incurred by him in connection
with the performance of his duties. Each director who shall serve as a
member of any committee of directors in consideration of his serving as
such shall be entitled to such additional amount per annum or such fees
for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable
expenses incurred by him in the performance of his duties. Nothing
contained in this section shall preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving proper
compensation therefor.
2.9 Annual Meetings. On the day when and at the place where
the annual meeting of stockholders for the election of directors is held,
and as soon as practicable thereafter, the Board of Directors shall hold its
annual meeting, without notice of such meeting, for the purposes of
organization, the election of officers and the transaction of other business,
unless the Board of Directors shall have given notice in the manner pro-
vided in Section 2.11 of the Bylaws that such meeting shall be held at
another time and place specified therein.
2.10 Regular Meetings. Regular meetings of the Board may be
held at such times and places as may be fixed from time to time by the
Board. Unless otherwise required by the Board, regular meetings of the
Board may be held without notice. If any day fixed for a regular meeting
of the Board shall be a Saturday or Sunday or a legal holiday at the place
where such meeting is to be held, then such meeting shall be held at the
same hour at the same place on the first business day thereafter which is
not a Saturday, Sunday or legal holiday.
2.11 Special Meetings. Special meetings of the Board may be
called at any time by the Board by vote at a meeting, or by the President,
or by a notice in writing signed by a majority of the Board. Notice of
each special meeting of the Board shall be given to each director (a) by
mail, at the address designated by him for that purpose or, if none is
designated, at his last known address, at least two days before the date on
which the meeting is to be held, or (b) at such address by telecopier,
telex, telegraph, cable or wireless, or by telephone and confirmed by
letter or other writing to such address, or by personal delivery, not later
than the day before the date on which the meeting is to be held. Every
such notice shall state the time and place of the meeting but need not state
the purposes of the meeting, except to the extent required by law. If
mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository of the United States
Postal Service. Such mailing shall be by first class mail.
2.12 Adjourned Meetings. A majority of the directors present
at a meeting of the Board, including an adjourned meeting, whether or not
a quorum is present, may adjourn such meeting to another time and place.
Notice of any adjourned meeting of the Board need not be given to any
director whether or not present at the time of the adjournment. Any
business may be transacted at any adjourned meeting that might have been
transacted at the meeting as originally called.
2.13 Waiver of Notice. Whenever notice is required to be given
to any director or member of a committee of directors under any provision
of the General Corporation Law or of the Certificate of Incorporation or
Bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent
to 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
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice.
2.14 Quorum of Directors. A majority of the total number of
directors in office shall constitute a quorum for the transaction of business
at any meeting of the Board.
2.15 Action by the Board. All corporate action taken by the
Board or any committee thereof shall be taken at a meeting of the Board,
or of such committee, as the case may be, except that any action required
or permitted to be taken at any meeting of the Board, or of any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or com-
mittee. Members of the Board, or any committee designated by the
Board, may participate in a meeting of the Board, or of such committee,
as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant
to this Section 2.15 shall constitute presence in person at such meeting.
Except as otherwise provided in the General Corporation Law or the
Certificate of Incorporation, the vote of a majority of the directors present
(including those who participate by means of conference telephone or
similar communications equipment) at any meeting at which a quorum is
present, shall be the act of the Board. If a quorum be present, the
directors present may continue to act by vote of a majority of a quorum
until adjournment, notwithstanding the subsequent withdrawal of enough
directors to leave less than a quorum or the refusal of any directors
present to vote.
ARTICLE 3
COMMITTEES OF THE BOARD
The Board may, by resolution passed by a majority of the whole
Board, designate one or more committees, with such lawfully delegable
powers and duties as it thereby confers, each committee to consist of one
or more of the directors of the Corporation. The Board may designate
one 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 a member of a
committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board to act at
the meeting in the place of any such absent or disqualified member. Any
committee so designated may exercise the power and authority of the
Board to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law if the resolution designating such committee, or
a supplemental resolution, expressly so provides.
ARTICLE 4
OFFICERS
4.1 Officers. The Board shall elect a Chairman, President, a
Secretary and a Treasurer, and may elect or appoint one or more Vice
Presidents and such other officers as it may determine. The Board may
designate one or more Vice Presidents as Executive Vice Presidents, and
may use descriptive words or phrases to designate the standing, seniority
or area of special competence of the Vice Presidents elected or appointed
by it. Each officer shall hold his office until his successor is elected and
qualified or until his earlier death, resignation or removal in the manner
provided in Section 4.2 of the Bylaws. Any two or more offices may be
held by the same person, and none of the officers need be a director. The
Board may require any officer to give a bond or other security of the
faithful performance of his duties, in such amount and with such sureties
as the Board may determine. All officers shall have such authority and
perform such duties in the management of the Corporation as may be
provided in the Bylaws or as the Board may from time to time determine.
4.2 Removal of Officers. Any officer elected or appointed by
the Board may be removed by the Board with or without cause. The
removal of an officer without cause shall be without prejudice to his
contract rights, if any. The election or appointment of an officer shall not
of itself create contract rights.
4.3 Resignations. Any officer may resign at any time by so
notifying the Board or the President or the Secretary in writing. Such
resignation shall take effect at the date of receipt of such notice or at such
later time as is therein specified, and, unless otherwise specified in such
notice, the acceptance of such resignation shall not be necessary to make
it effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any.
4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in the Bylaws
for the regular election or appointment to such office.
4.5 Compensation. Salaries or other compensation of the
officers may be fixed from time to time by the Board. No officer shall
be prevented from receiving a salary or other compensation by reason of
the fact that he is also a director.
4.6 Chairman. The Chairman of the Board of Directors shall
preside at all meetings of the directors and stockholders and have the
general powers and duties of supervision and management usually vested
in the office of chairman of the board of directors of a corporation.
4.7 President. The President shall be the chief executive and
operating officer of the Corporation and shall have general supervision
over the business of the Corporation, subject, however, to the control of
the Board and of any duly authorized committee of directors. The
President shall, if present, preside at all meetings of the stockholders and
the Board in the absence of the Chairman of the Board of Directors. He,
or the Chairman, may, with the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation. He, or the Chairman, may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall
be expressly delegated by the Board or by the Bylaws to some other
officer or agent of the Corporation, or shall be required by law otherwise
to be signed or executed; and, in general, he shall perform all duties
incident to the office of President and such other duties as from time to
time may be assigned to him by the Board.
4.8 Vice Presidents. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the
Board, the Chairman or the President.
4.9 Secretary. The Secretary, if present, shall act as secretary
of all meetings of the directors and stockholders, and shall keep the
minutes thereof in the proper book or books to be provided for that
purpose; he shall see that all notices required to be given by the
Corporation are duly given and served; he may, with the Chairman or
President or a Vice President, sign certificates for shares of capital stock
of the Corporation; he shall be custodian of the seal of the Corporation
and may affix such seal, or a facsimile thereof, to all certificates for
shares of capital stock of the Corporation and all documents, the execution
of which on behalf of the Corporation under its corporate seal is
authorized in accordance with the provisions of the Bylaws; he shall,
subject to his right to delegate such duty to a duly appointed transfer
agent, have charge of the stock ledger and he also shall have charge of the
other books, records and papers of the Corporation relating to its
organization and management as a corporation, and shall see that the
reports, statements and other documents required by law are properly kept
and filed; and shall, in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him by the Board or by the President.
4.10 Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds, securities and notes of the Corporation,
receive and give receipts for moneys due and payable to the Corporation
from any sources whatsoever; deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall
be selected in accordance with these Bylaws; against proper vouchers,
cause such funds to be disbursed by checks or drafts on the authorized
depositories of the Corporation signed in such manner as shall be
determined in accordance with any provisions of the Bylaws, and be
responsible for the accuracy of the amounts of all moneys so disbursed;
regularly enter or cause to be entered in books to be kept by him or under
his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from
time to time, reports or statements giving such information as he may
desire with respect to any and all financial transactions of the Corporation
from the officers or agents transacting the same; render to the President
or the Board, whenever the Chairman, the President or the Board,
respectively, shall require him so to do, an account of the financial
condition of the Corporation and of all his transactions as Treasurer;
exhibit at all reasonable times his books of account and other records to
any of the directors upon application at the office of the Corporation
where such books and records are kept; and, in general, perform all the
duties as from time to time may be assigned to him by the Board, the
Chairman or by the President; and he may sign with the Chairman or the
President or a Vice President certificates for shares of capital stock of the
Corporation.
4.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by
the Board, the Chairman or the President. Assistant Secretaries and
Assistant Treasurers may, with the Chairman, the President or a Vice
President, sign certificates for shares of capital stock of the Corporation.
4.12 Restriction on Nationality. No person who is not a citizen
of the United States of America shall serve as President or other chief
executive officer of the Corporation or as Chairman of its Board of
Directors.
ARTICLE 5
STOCK AND DIVIDENDS
5.1 Certificates Representing Shares. The shares of capital
stock of the Corporation shall be represented by certificates in such form
(consistent with the provisions of Section 158 of the General Corporation
Law) as shall be approved by the Board. Such certificates shall be signed
by the Chairman or the President or a Vice President and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and
may be sealed with the seal of the Corporation or a facsimile thereof.
The signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon any certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may, unless
otherwise ordered by the Board, be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar
at the date of issue.
5.2 Transfer of Shares. Transfers of shares of capital stock of
the Corporation shall be made only on the books of the Corporation by the
holder thereof or by his duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent of
the Corporation, and on surrender of the certificate or certificates
representing such shares of capital stock properly endorsed for transfer
and upon payment of all necessary transfer taxes. Every certificate
exchanged, returned or surrendered to the Corporation shall be marked
"Canceled", with the date of cancellation, by the Secretary or an Assistant
Secretary or the transfer agent of the Corporation. A person in whose
name shares of capital stock shall stand on the books of the Corporation
shall be deemed the owner thereof for the purpose of determining the
persons entitled to receive dividends, to vote as such owner and for all
other purposes. No transfer of shares of capital stock shall be valid as
against the Corporation, its stockholders and creditors for any purpose
until such transfer shall have been entered on the books of the Corporation
by an entry showing from and to whom transferred.
5.3 Transfer and Registry Agents. The Corporation may from
time to time maintain one or more transfer officers or agents and registry
officers or agents at such place or places as may be determined from time
to time by the Board.
5.4 Lost, Destroyed, Stolen and Mutilated Certificates. The
holder of any shares of capital stock of the Corporation shall immediately
notify the Corporation of any loss, destruction, theft or mutilation of the
certificate representing such shares, and the Corporation may issue a new
certificate to replace the certificate alleged to have been lost, destroyed,
stolen or mutilated. The Board may, in its discretion, as a condition to
the issue of any such new certificate, require the owner of the lost,
destroyed, stolen or mutilated certificate, or his legal representatives, to
make proof satisfactory to the Board of such loss, destruction, theft or
mutilation and to advertise such fact in such manner as the Board may
require, and to give the Corporation and its transfer agents and registrars,
or such of them as the Board may require, a bond in such form, in such
sums and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against
any claim that may be made against any of them on account of the
continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with
such claim.
5.5 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the Bylaws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.
ARTICLE 6
INDEMNIFICATION
6.1 Indemnification of Directors and Officers. The Corporation
shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or an officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or an officer of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the
fullest extent and in the manner set forth in and permitted by the General
Corporation Law, and any other applicable law, as from time to time in
effect. Such right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from
the foregoing provisions. The foregoing provisions of this Section 6.1
shall be deemed to be a contract between the Corporation and each
director and officer who serves in such capacity at any time while this
Article 6 and the relevant provisions of the General Corporation Law and
other applicable law, if any, are in effect, and any repeal or modification
thereof shall not adversely affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
6.2 Advancement of Expenses of Directors and Officers. The
right to indemnification conferred in Section 6.1 above shall include the
right to be paid by the Corporation the expenses incurred in defending any
proceeding for which such right to indemnification is applicable in
advance of its final disposition; provided, however, that, if the General
Corporation Law requires, an advancement of expenses incurred by a
director or an officer shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such director
or officer is not entitled to be indemnified for such expenses under this
Article or otherwise.
6.3 Right of Indemnitee to Bring Suit. If a claim under Section
6.1 or 6.2 is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of
a claim for advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall also be entitled to be paid the
expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses), it shall be a defense that, and (ii) any suit by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the General Corporation. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its stock-
holders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section or otherwise shall be on the
Corporation.
6.4 Indemnification of Employees and Agents. The Corpora-
tion may, to the extent authorized from time to time by the Board,
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to the
fullest extent and in the manner set forth in and permitted by the General
Corporation Law, and any other applicable law, as from time to time in
effect. Such right of indemnification shall not be deemed exclusive of any
other rights to which any such person may be entitled apart from the
foregoing provisions.
6.5 Advancement of Expenses of Employees and Agents. In
addition to the indemnification provisions of Section 6.4 above, the
Corporation may, to the extent authorized from time to time by the Board,
pay the expenses incurred in defending any proceeding to which such
indemnification provision is applicable in advance of its final disposition;
provided, however, that, if the General Corporation Law requires, an
advancement of expenses incurred by an employee or agent shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf
of such employee or agent, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such employee or agent is not entitled to be
indemnified for such expenses under this Article or otherwise.
6.6 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any expense, liability or loss incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such expense, liability or loss
under the provisions of Section 6.1 or 6.4 of the Bylaws or under
Section 145 of the General Corporation Law or other provision of law.
ARTICLE 7
MISCELLANEOUS
7.1 Seal. The Board may adopt a corporate seal which shall be
in the form of a circle and shall bear the full name of the Corporation, the
year of its incorporation and the word "Delaware".
7.2 Checks, Drafts, Etc. All checks, drafts and other orders
for the payment of money out of the funds of the Corporation and all
notes or other evidences of indebtedness of the Corporation shall be signed
on behalf of the Corporation in such manner as shall from time to time be
determined by resolution of the Board.
7.3 Fiscal Year. The fiscal year of the Corporation begins on
July 1, and may be changed by resolution of the Board.
7.4 Voting of Shares Held. Unless otherwise provided by
resolution of the Board, the President may, from time to time, appoint one
or more attorneys or agents of the Corporation, in the name and on behalf
of the Corporation, to cast the votes which the Corporation may be
entitled to cast as a stockholder or otherwise in any other corporation, any
of whose shares or securities may be held by the Corporation, at meetings
of the holders of stock or other securities of such other corporation, or to
consent in writing to any action by any such other corporation, and may
instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be
executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as
he may deem necessary or proper in the premises; or the President may
himself attend any meeting of the holders of the stock or other securities
of any such other corporation and thereat vote or exercise any or all other
powers of the Corporation as the holder of such stock or other securities
of such other corporation.
7.5 Books and Records. The Corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of the stockholders, the Board and any committee of the
Board. The Corporation shall keep at the office designated in the
Certificate of Incorporation or at the office of the transfer agent or
registrar of the Corporation, if any, a record containing the names and
addresses of all stockholders, the number and class of shares held by each
and the dates when they respectively became the owners of record thereof.
7.6 Inspection of Books and Records. Except as otherwise
provided by law, the Board shall determine from time to time whether,
and, if allowed, when and under what conditions and regulations, the
accounts, books, minutes and other records of the Corporation, or any of
them, shall be open to the inspection of the stockholders or directors.
ARTICLE 8
AMENDMENTS
The Bylaws may be altered, amended, supplemented or repealed,
or new Bylaws may be adopted, by vote of the holders of a majority of
the shares entitled to vote in the election of directors. The Bylaws may
be altered, amended, supplemented or repealed, or new Bylaws may be
adopted, by the Board. Any Bylaws adopted, altered, amended, or
supplemented by the Board may be altered, amended, or supplemented or
repealed by the stockholders entitled to vote thereon.
