BYLAWS
OF
HAUSER, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
ARTICLE I.
OFFICES
The registered office of the Corporation in Delaware shall be located in
New Castle County, 1209 Orange Street, Wilmington, Delaware 19801. The name of
its registered agent at such address is Corporation Service Company. The
Corporation may also have such other offices at such other places, within or
without the State of Delaware, as the Board of Directors may from time to time
designate or the business of the Corporation may require.
ARTICLE II.
STOCKHOLDERS
SECTION 2.1. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held at
such date, time and place, either within or without the State of Delaware, as
may be designated by the Board of Directors, and set forth in the notice of such
meeting. At the annual meeting any business may be transacted and any corporate
action may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.
SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose may be called at any time by the Board of Directors, or by the Chief
Executive Officer. Special meetings shall be held at such place or places within
or without the State of Delaware as shall from time to time be designated by the
Board of Directors and stated in the notice of such meeting. At a special
meeting no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting.
SECTION 2.3. NOTICE OF MEETINGS. Written notice of the time and place of
any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting. Notice of any adjourned meeting need not be given other than
by announcement at the meeting so adjourned, unless otherwise ordered in
connection
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with such adjournment. Such further notice, if any, shall be given as may be
required by law.
SECTION 2.4. QUORUM. Any number of stockholders, together holding at least
a majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws.
SECTION 2.5. ADJOURNMENT OF MEETINGS. If less than a quorum shall attend
at the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
SECTION 2.6. VOTING LIST. The Secretary shall prepare and make, at least
ten (10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such
list shall be open at the place where the election is to be held for said ten
(10) days, to the examination of any stockholder, and shall be produced and kept
at the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present.
SECTION 2.7. VOTING. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be determined by the affirmative vote of
the majority of shares present in person or by proxy and entitled to vote on the
subject matter. Voting at meetings of stockholders need not be by written
ballot.
SECTION 2.8. RECORD DATE OF STOCKHOLDERS. The Board of Directors is
authorized to fix in advance a date not exceeding sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, or the date for
the payment of any
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dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any purposes, 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 such 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 such record date fixed as aforesaid.
SECTION 2.9. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of the 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 shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III.
DIRECTORS
SECTION 3.1. NUMBER AND QUALIFICATIONS. The board of directors shall
consist initially of three directors, and thereafter shall consist of such
number as may be fixed from time to time by resolution of the Board. The
directors need not be stockholders.
SECTION 3.2. ELECTION OF DIRECTORS. The directors shall be elected by
the stockholders at the annual meeting of stockholders.
SECTION 3.3. DURATION OF OFFICE. The directors chosen at any annual
meeting shall, except as hereinafter provided, hold office until the next annual
election and until their successors are elected and qualify.
SECTION 3.4. REMOVAL AND RESIGNATION OF DIRECTORS. Any director may be
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of
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capital stock entitled to vote, either by written
consent or at any special meeting of the stockholders called for that purpose,
and the office of such director shall forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the Chief Executive Officer or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless so specified
therein.
SECTION 3.5. FILLING OF VACANCIES. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, PROVIDED HOWEVER, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by such removal, and PROVIDED FURTHER, that if the directors fail to fill
any such vacancy, the stockholders may at any special meeting called for that
purpose fill such vacancy. In case of any increase in the number of directors,
the additional directors may be elected by the directors in office prior to such
increase.
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.
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SECTION 3.6. REGULAR MEETINGS. The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum is
present. Other regular meetings may be held at such times as may be determined
from time to time by resolution of the Board of Directors.
SECTION 3.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
Chief Executive Officer.
SECTION 3.8. NOTICE AND PLACE OF MEETINGS. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
place as shall be determined in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.
SECTION 3.9. BUSINESS TRANSACTED AT MEETINGS, ETC. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
SECTION 3.10. QUORUM. A majority of the Board of Directors at any time in
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these Bylaws.
SECTION 3.11. COMPENSATION. The directors shall not receive any stated
salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.
SECTION 3.12. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a
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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
the proceedings of the Board or committee.
SECTION 3.13. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT. Members of
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, have the power to participate in a meeting of the Board of
Directors, or any 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 shall constitute presence in
person at the meeting.
ARTICLE IV.
COMMITTEES
SECTION 4.1. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board, which Committee shall, during the intervals between meetings of
the Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware General Corporation
Law, and shall have power to authorize the seal of the Corporation to be affixed
to all papers which may require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a director shall IPSO FACTO cease to be a member
of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.
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SECTION 4.2. OTHER COMMITTEES. Other committees, whose members need not be
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
SECTION 4.3. RESIGNATION. Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the Chief Executive Officer or Secretary. The acceptance of a resignation
shall not be necessary to make it effective unless so specified therein.
SECTION 4.4. QUORUM. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall have no powers as such.
SECTION 4.5. RECORD OF PROCEEDINGS, ETC. Each committee shall keep a
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.
SECTION 4.6. ORGANIZATION, MEETINGS, NOTICES, ETC. A committee may hold
its meetings at the principal office of the Corporation, or at any other place
which a majority of the committee may at any time agree upon. Each committee may
make such rules as it may deem expedient for the regulation and carrying on of
its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such Committee may be given by the
Secretary or by the chairman of the Committee and shall be sufficiently given if
mailed to each member at his residence or usual place of business at least two
days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone not
later than 24 hours prior to the time at which the meeting is to be held.
SECTION 4.7. COMPENSATION. The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the
Board of Directors.
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ARTICLE V.
OFFICERS
SECTION 5.1. NUMBER. The officers of the Corporation shall be a Chairman
of the Board, Chief Executive Officer, one or more Vice Chairman of the Board
and Managing Directors, a Secretary, a Treasurer and such other officers as may
be appointed in accordance with the provisions of Section 5.3 of this Article V.
SECTION 5.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers,
except as provided in Section 5.3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. The Chairman of the Board of Directors, if any, and the Chief Executive
Officer shall be directors of the Corporation, and should any one of them cease
to be a director, he shall IPSO FACTO cease to be such officer. Except as
otherwise provided by law, any number of offices may be held by the same person.
SECTION 5.3. OTHER OFFICERS. Other officers, including one or more
Assistant Secretaries, may from time to time be appointed by the Board of
Directors, which other officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the officer or committee
appointing them.
SECTION 5.4. REMOVAL OF OFFICERS. Any officer of the Corporation may
be removed from office, with or without cause, by a vote of a majority of the
Board of Directors.
SECTION 5.5. RESIGNATION. Any officer of the Corporation may resign at any
time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chief Executive Officer or Secretary. The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.
SECTION 5.6. FILLING OF VACANCIES. A vacancy in any office shall be
filled by the Board of Directors or by the authority appointing the
predecessor in such office.
SECTION 5.7. COMPENSATION. The compensation of the officers shall be
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.
SECTION 5.8. CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE
OFFICER. The Chairman of the Board of Directors shall be a director and shall
preside at all meetings of the Board of
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Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors. He shall have power to call special meetings of the stockholders or
of the Board of Directors or of the Executive Committee at any time. He shall be
the Chief Executive Officer of the Corporation, and shall have the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and shall have and exercise all such powers and discharge such
duties as usually pertain to the office of Chief Executive Officer.
SECTION 5.9. VICE CHAIRMEN OF THE BOARD OF DIRECTORS AND MANAGING
DIRECTORS. The Vice Chairmen of the Board of Directors and the Managing
Directors of the Corporation, shall, subject to the direction of the Board of
Directors, at the request of the Chief Executive Officer or in his absence, or
in case of his inability to perform his duties from any cause, perform the
duties of the Chief Executive Officer, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the Chief Executive Officer.
The Vice Chairmen of the Board of Directors and the Managing Directors shall
also perform such other duties as may be assigned to them by the Board of
Directors, and the Board of Directors may determine the order of priority among
them.
SECTION 5.10. SECRETARY. The Secretary shall perform such duties as
are incident to the office of Secretary, or as may from time to time be
assigned to him by the Board of Directors, or as are prescribed by these
Bylaws.
SECTION 5.11. TREASURER. The Treasurer shall perform such duties and
have powers as are usually incident to the office of Treasurer or which may
be assigned to him by the Board of Directors.
ARTICLE VI.
CAPITAL STOCK
SECTION 6.1. ISSUE OF CERTIFICATES OF STOCK. Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue and shall be signed by the Chief
Executive Officer or the Vice Chairman or Managing Director, and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and the
seal of the Corporation or a facsimile thereof shall be impressed or affixed or
reproduced thereon, provided, however, that where such certificates are signed
by a transfer agent or an assistant transfer agent or by a transfer clerk acting
on behalf of the Corporation and a registrar, the signature of any such Chief
Executive Officer, Vice Chairman, Managing Director, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer
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may be facsimile. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall 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 shall 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 shall
have been used thereon have not ceased to be such officer or officers of the
Corporation.
SECTION 6.2. REGISTRATION AND TRANSFER OF SHARES. The name of each person
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.
For purposes of clarification, the shares of the Corporation's capital
stock and any warrants, options, rights and other instruments or securities
convertible into or giving the holder thereof the right to purchase or receive
shares of capital stock of the Corporation shall be issued in registered form
and not in bearer form. The Board of Directors may make other and further rules
and regulations concerning the transfer and registration of certificates for
stock and may appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.
SECTION 6.3. LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in
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the premises, or may remit such owner to such remedy or remedies as he may have
under the laws of the State of Delaware.
ARTICLE VII.
DIVIDENDS, SURPLUS, ETC
SECTION 7.1. GENERAL DISCRETION OF DIRECTORS. The Board of Directors shall
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 8.1. FISCAL YEAR. The fiscal year of the Corporation shall
commence on the first day of April and end on the last day of March.
SECTION 8.2. CORPORATE SEAL. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
SECTION 8.3. NOTICES. Except as otherwise expressly provided, any notice
required by these Bylaws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same to such person
at such addresses; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.
SECTION 8.4. WAIVER OF NOTICE. Any stockholder or director may at any
time, by writing or by telegraph or by cable, waive any notice required to be
given under these Bylaws, and if any stockholder or director shall be present at
any meeting his presence shall constitute a waiver of such notice.
SECTION 8.5. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.
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SECTION 8.6. DEPOSITS. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the Chief
Executive Officer may authorize for that purpose.
SECTION 8.7. VOTING STOCK OF OTHER CORPORATIONS. Except as otherwise
ordered by the Board of Directors or the Executive Committee, the Chief
Executive Officer or the Treasurer shall have full power and authority on behalf
of the Corporation to attend and to act and to vote at any meeting of the
stockholders of any corporation of which the Corporation is a stockholder and to
execute a proxy to any other person to represent the Corporation at any such
meeting, and at any such meeting the Chief Executive Officer or the Treasurer or
the holder of any such proxy, as the case may be, shall possess and may exercise
any and all rights and powers incident to ownership of such stock and which, as
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors or the Executive Committee may from time to time confer
like powers upon any other person or persons.
SECTION 8.8. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation
shall indemnify any and all of its directors or officers, including former
directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
ARTICLE IX.
AMENDMENTS
The Board of Directors shall have the power to make, rescind, alter, amend and
repeal these Bylaws, provided, however, that the stockholders shall have power
to rescind, alter, amend or repeal any bylaws made by the Board of Directors,
and to enact bylaws which if so expressed shall not be rescinded, altered,
amended or repealed by the Board of Directors. No change of the time or place
for the annual meeting of the stockholders for the election of directors shall
be made except in accordance with the laws of the State of Delaware.
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