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EXHIBIT 3.2, 4.5
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BY-LAWS
OF
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at
such, other places both within and without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of the
stockholders for the election of directors shall be held in the City of
Northridge, State of California, at such place as may be fixed from time to
time by the Board of Directors, or at such other place either within or
without the State of Delaware as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting. Meetings
of stockholders for any other purpose may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Annual meetings of stockholders, shall be
held on a business day exclusive of Saturdays, Sundays and holidays,
during the last two weeks of September in each year, as shall be fixed by
the Board of Directors, at 9:00 a.m., or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, or a class of the Board of Directors as otherwise provided,
and transact such other business as may properly be brought before the
meeting.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.
Section 4. Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, 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
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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 place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the Chairman of the Board
(or, if none, the President) and shall be called by the Chairman of the
Board (or, if none, the President) or Secretary at the request in writing of a
majority of the Board of Directors.
Section 6. Notice of Special Meetings. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, 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. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 7. Quorum. The holders of a majority of the voting power of
the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business except as otherwise
provided by statute or by the certificate of incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. 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.
Section 8. Voting. Except as otherwise provided by law or by the
Certificate of Incorporation, each stockholder of any class, in accordance
with the rights of the class, shall be entitled at every meeting of the
stockholders to one vote for each share of stock having voting power
standing in the name of such stockholder on the books of the Corporation
on the record date for the meeting and such votes may be cast either in
person or by written proxy. Each proxy must be duly executed and filed
with the Secretary of the Corporation. A stockholder may revoke any
proxy which is not irrevocable by, attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the
Corporation. The vote upon any question brought before a meeting of the
stockholders may be by voice vote, unless the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at such meeting shall so determine. Every vote taken
by written ballot shall be counted by one or more inspectors of election
appointed by the Board of the Directors. When a quorum is present at any
meeting, the vote of the holders of a majority of the voting power of the
stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the
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certificate of incorporation, a different vote is required, in which
case such express provision shall govern and control the
decision of such question.
Section 9. Conduct of Business. (a) At an annual meeting of
stockholders, only such business will be conducted or considered as is
properly brought before the meeting. To be properly brought before an
annual meeting, business must be (i) specified in the notice of meeting (or
any supplement thereto) given in accordance with Article II, Section 3, (ii)
otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a the Board of Directors, or (iii) otherwise
properly requested to be brought before the meeting by a stockholder of
the Corporation in accordance with Section 9(b) of this Article II.
(b) For business to be properly requested by a stockholder to be
brought before an annual meeting, the stockholder must (i) be a
stockholder of the Corporation of record at the time of the giving of the
notice for such annual meeting, (ii) be entitled to vote at such meeting, and
(iii) have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation
not less than 60 calendar days before first anniversary of the date on which
the Corporation first mailed its proxy materials for the prior year's annual
meeting of stockholders; provided, however, that in the event public
announcement of the date of the annual meeting is not made at least 75
calendar days prior to the date of the annual meeting, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th calendar day following the day on which public
announcement is first made of the date of the annual meeting. A
stockholder's notice to the Secretary must set forth as to each matter the
stockholder proposes to bring before the annual meeting (A) a description
in reasonable detail of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (B) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business and of the beneficial
owner, if any, on whose behalf the proposal is made, (C) the class and
number of shares of the Corporation that are owned beneficially and of
record by the stockholder proposing such business and by the beneficial
owner, if any, on whose behalf the proposal is made, and (D) any material
interest of such stockholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
Notwithstanding the foregoing provisions of these By-Laws, a stockholder
must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 9(b). For
purposes of this Section 9(b), "public announcement" means 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 Sections 13, 14, or 15(d) of the Securities Exchange Act of
1934, as amended, or publicly filed by the Corporation with any national
securities exchange or quotation service through which the Corporation's
stock is listed or traded, or furnished by the Corporation to its
stockholders. Nothing in this Section 9(b) will be deemed to affect any
rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934.
(c) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought
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before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given in accordance
with Article II, Section 6 or (ii) otherwise brought before the
meeting by the presiding officer or by or at the direction the Board of
Directors.
(d) The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly
brought before such meeting in accordance with this Section 9 will be
made by the presiding officer of such meeting. If the presiding officer
determines that any business is not properly brought before such meeting,
he or she will so declare to the meeting and any such business will not be
conducted or considered.
ARTICLE III
DIRECTORS
Section 1. Powers. The business of the Corporation shall be managed
by or under the direction of its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the certificate of incorporation or by these By-
Laws directed or required to be exercised or done by the stockholders.
Section 2. Number, Election and Terms of Directors. Directors shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election and
until their successors are elected and qualified. The number of directors
shall be fixed from time to time exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time such resolution is presented
to the Board for adoption).
Section 3. Newly Created Directorships and Vacancies. Vacancies
and newly created directorships resulting from any increase in the
authorized number of directors which occur between annual meetings of
the stockholders may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and the
directors so elected shall hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their successors are elected and qualified, except as
required by law.
Section 4. Removal. Subject to the rights, if any, of the holders of any
class or series of stock having preference over the Common Stock as to
dividends or upon liquidation to elect additional Directors under specified,
circumstances, any Director may be removed from office only for cause
and by the affirmative vote of the holders of at least two-thirds of the
combined voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.
Section 5. Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
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Section 6. Annual Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately following, and at the same
place as, the annual meeting of stockholders at which such directors were
elected, or at such other time and place as shall be fixed by the vote of the
stockholders at such annual meeting, and no notice of such meeting of the
Board of Directors shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present. In the event such meeting is not held at the time and place
prescribed by the preceding sentence, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 7. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.
Section 8. Special Meetings. Special meetings of the board may be
called by the Chairman of the Board (or, if none, the President) on one
days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board (or, if none,
the President) or Secretary in like manner and on like notice on the written
request of two directors unless the board consists of only one director; in
which case special meeting shall be called by the Chairman of the Board
(or, if none, the President) or Secretary in like manner and on like notice
on the written request of the sole director.
Section 9. Quorum. At all meetings of the board a majority in number
of the whole board shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except
as may be otherwise specifically provided by statute or by the certificate
of incorporation. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 10. Written Action. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, 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 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 11. Participation in Meetings by Conference Telephone.
Unless otherwise restricted by the certificate of incorporation or these By-
Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of
Directors, or any 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 such participation in a meeting shall
constitute presence in person at the meeting.
Section 12. 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
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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 such member, or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. Any such
committee, to the extent provided in the 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 which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or adopting, amending or repealing the By-Laws of the
Corporation; and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock. Such committee
or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the same
to the Board, of Directors when required.
Section 13. Compensation. Unless otherwise restricted by the
certificate of incorporation or these By-Laws, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director. No such payment
shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending
committee meetings.
Section 14. Nomination of Director Candidates. Subject to the rights
of any holders of Preferred Stock, nominations for the election of directors
may be made by the Board of Directors or a proxy committee appointed
by the Board of Directors or by any stockholder entitled to vote generally
in the election of directors. However, any stockholder entitled to vote
generally in the election of directors may nominate one or more persons
for election as directors at a meeting only if written notice of such
stockholder's intent to make such nomination has been given, either by
personal, delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than (i) with respect to an election to
be held at an annual meeting of stockholders, 90 days in advance of such
meeting, and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the
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nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
ARTICLE IV
NOTICES
Section 1. Generally. Whenever by law or under the provisions of the
certificate of incorporation or these By-Laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given
by telegram or telephone.
Section 2. Waivers. Whenever any notice is required to be given by
law or under the provisions of the certificate of incorporation or these By-
Laws, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time of the event, for which
notice is to be given, shall be deemed equivalent to such notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
Section 1. Generally. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board, president,
a vice-president, a secretary and a treasurer. The Board of Directors may
also choose additional officers of the Corporation, including a chief
executive officer, a chief operating officer, a chief financial officer,
additional vice-presidents and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same
person, unless the certificate of incorporation or these By-Laws otherwise
provide. The officer designated as chief financial officer of the
Corporation shall be the treasurer unless another officer is chosen to be the
treasurer.
Section 2. Annual Selection of Officers. The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose a
president, one or more vice-presidents, a secretary and a treasurer.
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Section 3. Other Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
Section 4. Compensation. The salaries and other compensation of all
officers of the Corporation shall be fixed by the Board of Directors, except
to the extent such authority is delegated to one of its committees or to an
officer of the Corporation.
Section 5. Succession. The officers of the Corporation shall hold
office until their successors are chosen and qualified. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors.
Section 6. Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
stated in these By-Laws or as may be specified from time to time by the
Board of Directors in a resolution which is not inconsistent with these By-
Laws.
Section 7. Chairman. The Chairman of the Board (or, if none, the
President) shall be the chief executive officer of the Corporation, and
subject to the control of the Board of Directors, shall have general and
active management of the business of the Corporation. The Chairman of
the Board shall, if present, preside at all meetings of stockholders and the
Board of Directors.
Section 8. President. Subject to the control of the Chairman of the
Board and the Board of Directors, the President shall have responsibility
for the operations of the Corporation. The President shall also have the
powers and duties delegated to him by these By-Laws and such other
powers and duties as the Board of Directors may from time to time
prescribe.
Section 9. Execution of Documents and Action with Respect to
Securities of Other Corporations. The President shall have and is hereby
given, full power and authority, except as otherwise required by law or
directed by the Board of Directors, (a) to execute, on behalf of the
Corporation, all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications,
consents, proxies and other powers of attorney, and other documents and
instruments, and (b) to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders (or
with respect to any action of such stockholders) of any other corporation
in which the Corporation may hold securities and otherwise to exercise
any and all rights and powers which the Corporation may possess by
reason of its ownership of securities of such other corporation. In
addition, the President may delegate to other officers, employees and
agents of the Corporation the power and authority to take any action which
the President is authorized to take under this Section 9, with such
limitations as the President may specify; such authority so delegated by
the President shall not be re-delegated by the person to whom such
execution authority has been delegated.
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Section 10. Vice President. In the absence of the President or in the
event of his inability or refusal to act, the Vice-President (or in the event
there be more than one vice-president, the Vice-Presidents in the order
designated by the directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice-President or Vice-Presidents
shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.
Section 11. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of
Directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or the Chairman of
the Board, under whose supervision the Secretary shall be. The Secretary
shall have custody of the corporate seal of the Corporation and the
Secretary, or an Assistant Secretary, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by
the Secretary's signature or by the signature of such Assistant Secretary.
The Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by such other
officer's signature.
Section 12. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then. in the order
of their election) shall, in the absence of the Secretary or in the event of
the Secretary's inability or refusal to act, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have
such other powers as the Board of Directors may from time to time
prescribe.
Section 13. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all the Treasurer's transactions as Treasurer and
of the financial condition of the Corporation.
Section 14. Surety Bond. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond (which shall be renewed every
six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the Treasurer's office and for the restoration to the Corporation,
in case of the Treasurer's death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in the Treasurer's possession or under the Treasurer's
control belonging to the Corporation.
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Section 15. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the Treasurer or in the event
of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties
and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
STOCK
Section 1. Certificates. (a) Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the chairman or vice-chairman of the Board of Directors,
or the President or a Vice-President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation. If
the Corporation shall be authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences
and relative, participating, optional or other special rights of such class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on
the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, provided that, except as otherwise
provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the owners,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions off such preference and/or rights; and (b) any of
or all the signatures on a certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of issue.
Section 2. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or
destroyed.
Section 3. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of
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succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 4. Record Date. (a) 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 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. 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; and (b) the
Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to
vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Special Purpose Reserves. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in their,
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of' the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was
created.
Section 3. Statement to Stockholders. The Board of Directors shall
present at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.
Section 4. Authorized Signatories. All checks or demands for money
and notes of the Corporation shall, be signed by such officer or officers or
such other person or persons as the Board of Directors may from time to
time designate.
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Section 5. Fiscal Year. The fiscal year of the Corporation shall end on
June 30 each year, unless otherwise fixed by resolution of the Board of
Directors.
Section 6. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 7. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and
each officer of the Corporation shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board of Directors, or by any other
person as to matters the director, committee member or officer believes
are within such other person's professional or expert competence and who
has been selected with reasonable care by or on behalf of the Corporation.
Section 8. Time Periods. In applying any provision of these By-Laws
which requires that an act be done or not be done a specified number of
days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of
the doing of the act shall be excluded and the day of the event shall be
included.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Each person who is or was or had agreed to become a Director or
officer of the Corporation, or each such person who is or was serving or
had agreed to serve at the request of the Board of Directors or an officer of
the Corporation as an employee or agent of the Corporation or as a
Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), shall be indemnified (including
provision for advancement of expenses) by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware
or any other applicable laws as presently or hereafter in effect.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Directors, when such
power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board
of Directors or at any special meeting of the stockholders or of the Board
of Directors if notice of such amendment, repeal or adoption of new By-
Laws be contained in the notice of such special meeting; provided,
however, that, notwithstanding any other provision of these By-Laws or
any other provision of law which might otherwise permit a lesser vote or
no vote, but in
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addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation entitled to
vote generally in the election of directors which is required by law, the
certificate of incorporation, any designation of the relative powers,
preferences, rights, qualifications and limitations of any class or series of
Preferred Stock made pursuant to the certificate of incorporation of the
Corporation or these By-Laws, the affirmative vote of the holders of at
least two-thirds of the voting power of all the then outstanding shares of
capital stock entitled to vote generally for the election of directors, voting
together as a single class, shall be required to amend or repeal, or adopt
any provisions inconsistent with Sections 2, 3, 4 and 14 of Article III, or
this proviso to Article IX of these By-Laws.
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