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Exhibit 3.02
BYLAWS
OF
ORACLE SYSTEMS CORPORATION
(a Delaware corporation)
Adopted October 30, 1986
As Amended by the Board of Directors December 3, 1990
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Article I - STOCKHOLDERS..................................................... 1
Section 1.1: Annual Meetings........................................... 1
Section 1.2: Special Meetings.......................................... 1
Section 1.3: Notice of Meetings........................................ 1
Section 1.4: Adjournments.............................................. 1
Section 1.5: Quorum.................................................... 1
Section 1.6: Organization.............................................. 2
Section 1.7: Voting; Proxies........................................... 2
Section 1.8: Fixing Date for Determination of Stockholders of Record... 2
Section 1.9: List of Stockholders Entitled to Vote..................... 3
Section 1.10: Action by Consent of Stockholders......................... 3
Article II - BOARD OF DIRECTORS.............................................. 4
Section 2.1: Number; Qualifications.................................... 4
Section 2.2: Election; Resignation; Removal; Vacancies................. 4
Section 2.3: Regular Meetings.......................................... 4
Section 2.4: Special Meetings.......................................... 4
Section 2.5: Telephonic Meetings Permitted............................. 4
Section 2.6: Quorum; Vote Required for Action.......................... 4
Section 2.7: Organization.............................................. 5
Section 2.8: Written Action by Directors............................... 5
Section 2.9: Powers.................................................... 5
Section 2.10: Compensation of Directors................................. 5
Article III - COMMITTEES..................................................... 5
Section 3.1: Committees................................................ 5
Section 3.2: Committee Rules........................................... 6
Article IV - OFFICERS........................................................ 6
Section 4.1: Generally................................................. 6
Section 4.2: President................................................. 6
Section 4.3: Vice President............................................ 6
Section 4.4: Treasurer................................................. 7
Section 4.5: Secretary................................................. 7
Section 4.6: Delegation of Authority................................... 7
Section 4.7: Removal................................................... 7
Article V - STOCK............................................................ 7
Section 5.1: Certificates.............................................. 7
Section 5.2: Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates................................... 7
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Section 5.3: Other Regulations......................................... 7
Article VI - INDEMNIFICATION................................................. 8
Section 6.1: Indemnification of Officers, Directors and Employees...... 8
Section 6.2: Advance of Expenses....................................... 8
Section 6.3: Non-Exclusivity of Rights................................. 8
Section 6.4: Indemnification of Contracts.............................. 8
Section 6.5: Insurance................................................. 9
Section 6.6: Effect of Amendment....................................... 9
Article VII - NOTICES........................................................ 9
Section 7.1: Notice.................................................... 9
Section 7.2: Waiver of Notice.......................................... 9
Article VIII - INTERESTED DIRECTORS.......................................... 9
Section 8.1: Interest and Directors; Quorum............................ 9
Article IX - MISCELLANEOUS................................................... 10
Section 9.1: Fiscal Year............................................... 10
Section 9.2: Seal...................................................... 10
Section 9.3: Form of Records........................................... 10
Section 9.4: Reliance Upon Books and Records........................... 10
Section 9.5: Certificate of Incorporation Governs...................... 10
Section 9.6: Severability.............................................. 11
Article X - AMENDMENT........................................................ 11
Section 10.1: Amendments................................................ 11
</TABLE>
<PAGE>
BYLAWS
OF
ORACLE SYSTEMS CORPORATION
(a Delaware corporation)
Adopted October 30, 1986
Amended by the Board of Directors December 3, 1990
Article I - STOCKHOLDERS
Section 1.1: Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place, either within
or without the State of Delaware, as the Board of Directors shall each year fix.
Any other proper business may be transacted at the annual meeting.
Section 1.2: Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President, the Board of Directors or stockholders holding shares representing
not less than twenty percent of the outstanding votes entitled to vote at the
meeting. Special meetings may not be called by any other person or persons.
Section 1.3: Notice of Meetings. Written notice of all meetings of
stockholders shall be given stating the place, date and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise required by applicable law or the Certificate of
Incorporation of the Corporation, such notice shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting.
Section 1.4: Adjournments. Any meeting of stockholders may adjourn from
time to time to reconvene at the same or another place, and notice need not be
given of any such adjourned meeting if the time, date and place thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if 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. At the adjourned meeting the Corporation may transact any
business that might have been transacted at the original meeting.
Section 1.5: Quorum. At each meeting of stockholders the holders of a
majority of the shares of stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum, except where otherwise required
by law. If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, at the meeting may adjourn the meeting. Shares
of the Corporation's stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation or any other corporation to vote any of the Corporation's stock held
by it in a fiduciary capacity.
Section 1.6: Organization. Meetings of stockholders shall be presided
over by such person as the Board of Directors may designate, or, in the absence
of such a person, the Chairman of the Board, or, in the absence of such person,
the President of the Corporation, or, in the absence of such person, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, at the meeting. Such person shall be
chairman of the meeting and shall determine the order of business and the
procedure at the meeting,
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including such regulation of the manner of voting and the conduct of discussion
as seems to him or her to be in order. The Secretary of the Corporation shall
act as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 1.7: Voting; Proxies. Unless otherwise provided by law, and
subject to the provisions of Section 1.6 of these Bylaws, each stockholder shall
be entitled to one vote for each share of stock held by such stockholder. Each
stockholder entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action in writing without a meeting, may authorize
another person or persons to act for such stockholder by proxy. Voting at
meetings of stockholders need not be by written ballot and need not be conducted
by inspectors unless such is demanded by a stockholder or stockholders holding
shares representing at least one percent of the votes entitled to vote at such
meeting, or by such stockholder's or stockholders' proxy. If a vote is to be
taken by written ballot, each such ballot shall state the name of the
stockholder or proxy voting and such other information as the chairman of the
meeting deems appropriate, and the ballots shall be counted by one or more
inspectors appointed by the chairman of the meeting. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions, unless otherwise
provided by law or these Bylaws, shall be decided by the vote of the holders of
a majority of the shares of stock entitled to vote thereon present in person or
by proxy at the meeting.
Section 1.8: Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled 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, in advance, a record date, which 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 by the Board of
Directors, then the record date shall be as provided by law. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Any stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date for such consent.
Such request shall include a brief description of the action proposed to be
taken. The Board of Directors shall, within 10 days after the date on which such
a request is received, adopt a resolution fixing the record date. Such record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors
within 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. 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.
Section 1.9: List of Stockholders Entitled to Vote. A complete list of
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder, 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
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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.
Section 1.10: Action by Consent of Stockholders. Unless otherwise
restricted by the Certificate of Incorporation, and except as set forth in
Section 1.8 above, 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 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 II - BOARD OF DIRECTORS
Section 2.1: Number; Qualifications. The Board of Directors shall consist
of three or more members. The initial number of directors shall be three, and
thereafter shall be fixed from time to time by resolution of the Board of
Directors. Directors need not be stockholders.
Section 2.2: Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the person or persons elected by the
incorporator. Each director shall hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualified, or until
his or her earlier resignation or removal. Any director may resign at any time
upon written notice to the Corporation. Subject to the rights of any holders of
Preferred Stock then outstanding, (i) any director or the entire Board of
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, and (ii) any
vacancy occurring in the Board of Directors for any cause, and any newly created
directorship resulting from any increase in the authorized number of directors
to be elected by all stockholders having the right to vote as a single class,
may be filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director, or by the stockholders. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.
Section 2.3: Regular Meetings. Regular meetings of the Board of Directors
may be held at such places, within or without the State of Delaware, and at such
times as the Board of Directors may from time to time determine. Notice of
regular meetings need not be given if the date, times and places thereof are
fixed by resolution of the Board of Directors.
Section 2.4: Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or the Board of
Directors and may be held at any time, date or place, within or without the
State of Delaware, as the person or persons calling the meeting shall fix.
Notice of the time, date and place of such meeting shall be given by the person
or persons calling the meeting to all directors at least four days before the
meeting if the notice is mailed, or at least two days before the meeting if such
notice is given by telephone, hand delivery, telegram, telex, mailgram,
facsimile or similar communication method. Unless otherwise indicated in the
notice, any and all business may be transacted at a special meeting.
Section 2.5: Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee of the Board, may participate in a meeting of the
Board or such committee 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
conference telephone or similar communications equipment shall constitute
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presence in person at such meeting.
Section 2.6: Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the total number of authorized directors shall
constitute a quorum for the transaction of business. Except as otherwise
provided herein or required by law, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 2.7: Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his or her absence by the
President, or in his or her absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 2.8: Written Action by Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board or committee.
Section 2.9: Powers. The Board of Directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation.
Section 2.10: Compensation of Directors. Directors, as such, may receive,
pursuant to a resolution of the Board of Directors, fees and other compensation
for their services as directors, including, without limitation, their services
as members of committees of the Board of Directors
Article III - COMMITTEES
Section 3.1: Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, 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 the committee, the
member or members thereof present at any meetings and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
provided in a resolution of the Board of Directors, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers that may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in subsection (a) of
Section 151 of the Delaware General Corporation Law, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution and distribution of assets of the Corporation, or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation, or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation under Sections 251 or 252 of the Delaware
General Corporation Law, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and
unless the resolution of the Board of Directors expressly so provides, no such
committee shall have the power or authority to declare a dividend, authorize the
issuance of stock or adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware General
<PAGE>
Corporation Law.
Section 3.2: Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.
Article IV - OFFICERS
Section 4.1: Generally. The officers of the Corporation shall consist of
a President, one or more Vice Presidents, a Secretary, a Treasurer and such
other officers, including a Chairman of the Board of Directors, as may from time
to time be appointed by the Board of Directors. Officers shall be elected by the
Board of Directors. Each officer shall hold office until his or her successor is
elected and qualified or until his or her earlier resignation or removal. Any
number of offices may be held by the same person. Any officer may resign at any
time upon written notice to the Corporation. Any vacancy occurring in any office
of the Corporation by death, resignation, removal or otherwise may be filled by
the Board of Directors.
Section 4.2: President. Unless otherwise designated by the Board of
Directors, the President shall be the chief executive officer of the
Corporation. Subject to the provisions of these Bylaws and to the direction of
the Board of Directors, he or she shall have the responsibility for the general
management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers that are commonly incident to the office
of chief executive or that are delegated to him or her by the Board of
Directors. He or she shall have power to sign all stock certificates, contracts
and other instruments of the Corporation that are authorized and shall have
general supervision and direction of all of the duties, employees and agents of
the Corporation.
Section 4.3: Vice President. Each Vice President shall have such powers
and duties as may be delegated to him or her by the Board of Directors. A Vice
President may be designated by the Board to perform the duties and exercise the
powers of the President in the event of the President's absence or disability.
Section 4.4: Treasurer. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation and shall have custody of
all monies and securities of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other
duties as the Board of Directors may from time to time prescribe.
Section 4.5: Secretary. The Secretary shall issue or cause to be issued
all authorized notices for, and shall keep, or cause to be kept, minutes of, all
meetings of the stockholders and the Board of Directors. He or she shall have
charge of the corporate books and shall perform such other duties as the Board
of Directors may from time to time prescribe.
Section 4.6: Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.
Section 4.7: Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the Board of Directors. Such removal shall
be without prejudice to the contractual rights of such officer, if any, with the
Corporation.
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Article V - STOCK
Section 5.1: Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board of Directors, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
of the Corporation, certifying the number of shares owned by such stockholder in
the Corporation. Any or all of the signatures on the certificate may be a
facsimile.
Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 5.3: Other Regulations. The issue, transfer, conversion and
registration of stock certificates shall be governed by such other regulations
as the Board of Directors may establish.
Article VI - INDEMNIFICATION
Section 6.1: Indemnification of Officers, Directors and Employees. Each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation (including any constituent
corporation absorbed in a merger) or is or was serving at the request of the
Corporation (including any such constituent corporation) as a director, officer
or employee of another corporation, or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes and penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
Section 6.2: Advance of Expenses. The Corporation shall pay all expenses
incurred by such a director, officer or employee in defending any such
proceeding as they are incurred in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law then so requires, the
payment of such expenses incurred by a director, officer or employee in advance
of the final disposition of such proceeding shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director, officer or
employee, to repay all amounts so advanced if it should be determined ultimately
that such director, officer or employee is not entitled to be indemnified under
this Article VI or otherwise; and provided further that the Corporation shall
not be required to advance any expenses to a person against whom the Corporation
brings a claim, in a proceeding, for breach of the duty of loyalty to the
Corporation, for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law or for any transaction from which such
person derived an improper personal benefit.
Section 6.3: Non-Exclusivity of Rights. The rights conferred on any
person in this Article VI shall not be exclusive of any other right that such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders
or disinterested directors or
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otherwise.
Section 6.4: Indemnification of Contracts. The Board of Directors is
authorized to cause the Corporation to enter into a contract with any director,
officer or employee of the Corporation, or any person serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VI.
Section 6.5: Insurance. The Corporation shall maintain insurance, at its
expense, to the extent it determines such to be reasonably available, to protect
itself, its officers and directors and any other persons the Board of Directors
may select, against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 6.6: Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article VI by the stockholders or the Directors of the
Corporation shall be prospective only, and shall not adversely affect any right
or protection conferred on a person pursuant to this Article VI and existing at
the time of such amendment, repeal or modification.
Article VII - NOTICES
Section 7.1: Notice. Except as otherwise specifically provided herein or
required by law, all notices required to be given pursuant to these Bylaws shall
be in writing and may in every instance be effectively given by hand delivery
(including use of a courier service), by depositing such notice in the mail,
postage prepaid, or by sending such notice by prepaid telegram, telex, mailgram
or facsimile. Any such notice shall be addressed to the person to whom notice
is to be given at such persons address as it appears on the records of the
Corporation. The notice shall be deemed given (i) in the case of hand delivery,
when received by the person to whom notice is to be given or by any person
accepting such notice on behalf of such person, (ii) in the case of delivery by
mail, when deposited in the mail, and (iii) in the case of delivery via
telegram, mailgram, telex, or facsimile, when dispatched.
Section 7.2: Waiver of Notice. Any written waiver of notice, 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 stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.
Article VIII - INTERESTED DIRECTORS
Section 8.1: Interest and Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof that authorizes
the contract or transaction, or solely because his, her or their votes are
counted for such purpose if: (i) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes
<PAGE>
of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; (ii) the material facts as to his, her or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
Article IX - MISCELLANEOUS
Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
Section 9.2: Seal. The Board of Directors may provide for a corporate
seal, which shall have the name of the Corporation inscribed thereon and shall
otherwise be in such form as may be approved from time to time by the Board of
Directors.
Section 9.3: Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
Section 9.4: Reliance Upon Books and Records. A member of the Board of
Directors of the Corporation, or a member of any committee designated by the
Board of Directors, shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or reports made to
the Corporation by any of its officers, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Corporation.
Section 9.5: Certificate of Incorporation Governs. In the event of any
conflict between the provisions of the Corporation's Certificate of
Incorporation and Bylaws, the provisions of the Certificate of Incorporation
shall govern.
Section 9.6: Severability. If any provision of these Bylaws shall be held
to be invalid, illegal, unenforceable or in conflict with the provisions of the
Corporation's Certificate of Incorporation, then such provision shall
nonetheless be enforced to the maximum extent possible consistent with such
holding and the remaining provisions of these Bylaws (including without
limitation, all portions of any section of these Bylaws containing any such
provision held to be invalid, illegal, unenforceable or in conflict with the
Certificate of Incorporation) that are not themselves invalid, illegal,
unenforceable or in conflict with the Certificate of Incorporation shall remain
in full force and effect.
Article X - AMENDMENT
Section 10.1: Amendments. The shareholders of the Corporation shall have
the power to adopt, amend or repeal Bylaws. The Board of Directors of the
Corporation shall also have the power to adopt, amend or repeal Bylaws of the
Corporation, except Bylaws adopted by the shareholders that specify that they
cannot be amended or repealed by the Board of Directors.
