<PAGE>
Restated to 4/24/00
BY-LAWS
OF
CONCORD CAMERA CORP.
ARTICLE I
OFFICES
Section 1. Principal Office
The registered office of the Corporation shall be at 28 West State
Street, Trenton, New Jersey 08608. The registered agent at said office is the
Corporation Trust Company.
Section 2. Additional Offices
The Corporation may also have offices and places of business at such
other places, within or without the State of New Jersey, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place
The annual meeting of the shareholders of the Corporation and all
special meetings of shareholders may be held at such place within or without the
State of New Jersey as shall be fixed from time to time by resolution of the
Board of Directors.
Section 2. Annual Meeting
The annual meeting of shareholders shall be held on such a date as the
Board of Directors may from time to time fix by resolution, and the shareholders
shall then elect a Board of Directors and transact such other business as may
properly be brought before the meeting.
<PAGE>
Section 3. Notice of Annual Meeting
Written notice of the place, date and hour of the annual meeting of
shareholders shall be given, as provided in Article V of these By-Laws, to each
shareholder of record entitled to vote thereat, not less than 10 nor more than
60 days prior to the meeting. Subject to the provisions of Section 6 of this
Article II, when a meeting is adjourned to another time or place, it shall not
be necessary to give notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and, at the adjourned meeting, only such business is
transacted as might have been transacted at the original meeting. However, if
after the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice.
Section 4. Special Meetings
Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by law or by the Certificate of Incorporation, may
be called by the President or by action of the Board of Directors, and shall be
called by the President on the written request of the holders of 10% of all the
shares written to vote at such meeting. Such request shall state the purpose or
purposes of the proposed meeting.
Section 5. Notice of Special Meeting
Written notice of any special meeting of shareholders stating the
place, date and hour of the meeting, and the purpose or purposes for which the
meeting is called, shall be given, as provided in Article V of these By-Laws, to
each shareholder of record entitled to vote thereat, not less than 10 nor more
than 60 days prior to the meeting. Subject to the provisions of Section 7 of
this Article II, when a meeting is adjourned to another time or place, it shall
not be necessary to give notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and, at the adjourned meeting, only such business is
transacted as might have been transacted at the original meeting. However, if
after the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice.
Section 6. List of Shareholders Entitled to Vote at Meetings
The Secretary of the Corporation shall make and certify a complete list
of shareholders entitled to vote at any shareholders' meeting or any adjournment
thereof. Such a list (which may consist of cards arranged alphabetically) shall
be arranged alphabetically within each class, series, or group of shareholders
maintained by the Corporation for convenience of reference, and shall include
the address of, and the number of shares held by, each shareholder. Such list
shall be produced at the time and place of each shareholders' meeting, and shall
be subject to the inspection of any shareholder during the whole time of the
meeting. If the requirements of this Section 6 have not been complied with, the
meeting shall, upon the demand of any shareholder in person or by proxy, be
adjourned until such requirements are complied with, however, failure to comply
therewith shall not affect the validity of any action taken at such meeting
prior to the making of any such demand.
<PAGE>
Section 7. Quorum, Adjourned Meetings
Except as otherwise provided by law or in the Certificate of
Incorporation, the holders of shares entitled to cast a majority of the votes at
a meeting of shareholders shall constitute a quorum for the transaction of
business at any such meeting.
If a quorum shall not be present at any meeting of the shareholders,
the shareholders entitled to vote thereat present in person or represented by
proxy shall have power to adjourn the meeting from time to time until a quorum
shall be present. At least two days prior to the adjourned meeting, notice
thereof shall be given, as provided in Article V of these By-Laws, to each
shareholder entitled to vote thereat who was not present in person at the
meeting at the time originally called and, unless announced at the meeting, to
the other shareholders. At any such adjourned meeting at which a quorum may be
present, any business may be transacted which might have been transacted at the
meeting as originally called.
The shareholders present in person or by proxy at a duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8. Voting
(a) At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person or by proxy, and each share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
(b) Except as otherwise provided by law or the Certificate of
Incorporation, all elections of Directors shall be decided by a plurality of the
votes cast by the holders of shares entitled to vote thereon, and all other
matters shall be decided by a majority of the votes cast by the holders of
shares entitled to vote thereon.
(c) At each meeting of the shareholders, the polls shall be opened and
closed, the proxies and ballots shall be received and be taken in charge, and
all questions touching the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, the qualification of voters, and the acceptance
or rejection of votes may be decided by one or more inspectors. Such inspectors
may be appointed by the Board of Directors in advance of the shareholders'
meeting or, if not so appointed, the chairman of the meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint one or more
such inspectors. If, for any reason, any of the inspectors appointed shall fail
to appear or act, inspectors in place of any so failing to attend or refusing or
unable to serve shall be appointed in like manner. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
<PAGE>
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The Board may also
appoint one or more inspectors in advance of the tabulation of written consents
of shareholders without a meeting, to tabulate such consents and make a written
report thereof. The duties of such inspectors shall be the same as or equivalent
to those of inspectors appointed to act at a meeting. On request of the chairman
of the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by
them, and execute a certificate of any fact found by them. The requirement of
inspectors at any shareholders' meeting shall be deemed to have been waived
unless compliance therewith is requested by a shareholder present in person or
by proxy and entitled to vote at such meeting.
Section 9. Proxies
Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him by proxy. Every proxy shall be executed in writing by the shareholder or
his agent, except that a proxy may be given by a shareholder or his agent by
telegram or cable or the equivalent thereof. No proxy shall be valid for more
than 11 months from the date thereof, unless a longer time is expressly provided
therein, but in no event shall a proxy be valid after three years from the date
of execution. Unless the proxy states that it is irrevocable and it is coupled
with an interest or an irrevocable proxy is otherwise permitted by law, every
proxy shall be revocable at the will of the shareholder executing it. A proxy
shall not be revoked by the death or incapacity of a shareholder but such proxy
shall continue in force until revoked by the personal representative or guardian
of the shareholder. The presence at any meeting of any shareholder who has given
a proxy shall not revoke such proxy until the shareholder shall file written
notice of such revocation with the secretary of the meeting prior to the voting
of such proxy.
A person named in a proxy as the attorney or agent of a shareholder
may, if the proxy so provides, substitute another person to act in his place,
including any other person named as an attorney or agent in the same proxy. The
substitution shall not be effective until an instrument effecting it is filed
with the Secretary of the Corporation.
Section 10. Consents
(a) The annual election of Directors of the Corporation may be
accomplished without a meeting if all the shareholders of the Corporation
entitled to vote thereon consent to said election in writing.
(b) Any action required or permitted to be taken at a meeting of
shareholders by law, the Certificate of Incorporation or these By-Laws with
respect to any proposal for (i) a merger or consolidation of the Corporation
with one or more other corporations, (ii) an acquisition by the Corporation of
all the capital shares of another corporation, or (iii) a sale or other
disposition of all or substantially all of the Corporation's assets other than
in the usual and regular course of its business, may be taken without a meeting,
if (1) all the shareholders of the Corporation consent thereto in writing or (2)
<PAGE>
all the shareholders of the Corporation entitled to vote thereon consent thereto
in writing and, unless otherwise permitted by law, the Corporation provides to
all other shareholders of the Corporation notification of the action consented
to, the proposed effective date of such action, and any conditions precedent to
such action. Such notification shall be given at least 20 days in advance of the
proposed effective date of such action. Any shareholder who by law or the
Certificate of Incorporation has a right to dissent from such action shall in
such notice also be informed that he has the right to dissent and to be paid the
fair value of his shares, provided that he files with the Corporation a written
notice of dissent as required by ss. 14A:11-2(l) of the New Jersey Business
Corporation Act within 20 days from the date of the giving of the notice, or
such greater period of time as may be granted by the Corporation, and outlining
briefly, with particular reference to the time periods within which such actions
must be taken, the procedures set forth in Chapter 11 of the New Jersey Business
Corporation Act with which he must comply in order to assert and enforce such
right.
(c) Except as otherwise provided above in Subsections (a) and (b) of
this Section 10, or by law or the Certificate of Incorporation, any action
required or permitted by law, the Certificate of Incorporation or these By-Laws
to be taken at a meeting of shareholders, may be taken without a meeting upon
the written consent of shareholders who would be entitled to cast the minimum
number of votes which would be necessary to authorize such action at a meeting
at which all shareholders entitled to vote thereon were present and voting.
(d) (1) If any shareholder shall have the right to dissent, pursuant to
Chapter 11 of the New Jersey Business Corporation Act, from any action proposed
to be taken by written consent in lieu of meeting, the Board of Directors shall,
and in any other case may, fix a date on which the written consents are to be
tabulated; if no date is fixed, such consents may be tabulated as they are
received. No written consent shall be counted which is received more than 60
days after the date of the action of the Board of Directors authorizing the
solicitation of written consents or, in a case in which written consents, or
proxies for such consents, are solicited from all shareholders who would have
been entitled to vote at a meeting called to take such action, more than 60 days
after the date of mailing of such solicitation.
(2) Except as may otherwise be permitted by law, the Corporation,
upon receipt and tabulation of the requisite number of written consents, shall
promptly notify all nonconsenting shareholders, who would have been entitled to
notice of a meeting to vote upon such action, of the action consented to, the
proposed effective date of such action, and any conditions precedent to such
action. Such notification shall be given at least 10 days in advance of the
proposed effective date of such action.
(3) Except as otherwise provided by law, any written consent may
be revoked at any time prior to the day on which the proposed action could be
taken upon compliance with paragraph (2) of this Subsection (d). No revocation
shall be effective unless in writing and until received by the Corporation at
the place fixed for receipt of consents or, if none, at the main business office
or headquarters of the Corporation.
(e) Whenever action is taken by written consent in lieu of meeting
pursuant to this Section 10, the written consents of the shareholders consenting
thereto or the written reports of inspectors appointed to tabulate such consents
shall be filed with the minutes of proceedings of shareholders.
<PAGE>
ARTICLE III
DIRECTORS
Section 1. Number; Term
The number of Directors constituting the entire Board of Directors
shall be eight (8), or such other number as may be fixed from time to time by
the Board of Directors. Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 3 of this Article III, and each
Director shall be elected to serve until the earliest to occur of his
resignation or removal or when his successor shall have been elected and has
qualified.
Section 2. Resignation; Removal
Any Director may resign at any time by giving written notice to the
Corporation, and such resignation shall be effective upon receipt thereof by the
Corporation or at such subsequent time as may be specified in the notice of
resignation. One or more of the Directors may be removed for cause by the
shareholders by the affirmative vote of the majority of the votes cast by the
holders of shares entitled to vote for the election of Directors. If the
Certificate of Incorporation of the Corporation so provides, one or more of the
Directors may be removed without cause by like vote of the shareholders. If the
Certificate of Incorporation of the Corporation, of a by-law adopted by the
shareholders, so provides, the Board of Directors shall have the power to remove
one or more Directors for cause and to suspend one or more Directors pending a
final determination that cause exists for removal.
Section 3. Vacancies
Any directorship not filled at the annual meeting, and any vacancy,
however caused, occurring in the Board may be filled by the affirmative vote of
a majority of the remaining Directors, even though less than a quorum of the
Board, or by a sole remaining Director, and each Director so chosen shall hold
office until the next annual meeting of the shareholders and until his successor
shall have been elected and qualified.
Any directorship to be filled by reason of an increase in the number of
Directors shall be filled either by the affirmative vote of a majority of the
Directors or by election at an annual or at a special meeting of the
shareholders called for that purpose, and each Director so chosen shall hold
office until the next annual meeting of the shareholders and until his successor
shall have been elected and qualified.
When one or more Directors shall resign from the Board of Directors
effective at a future date, a majority of the Directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
<PAGE>
resignations shall become effective, and each Director so chosen shall hold
office until the next annual meeting of the shareholders and until his successor
shall have been elected and qualified.
If for any reason the Corporation has no Directors in office, any
shareholder or the executor or administrator of a deceased shareholder may call
a special meeting of shareholders for the election of Directors, and, over his
own signature shall give notice of said meeting in accordance with these By-Laws
and the laws of the State of New Jersey.
Section 4. Executive Committee and Other Committees
(a) The Board of Directors, by resolution adopted by a majority of the
entire Board, may appoint from among its members an executive committee and one
or more other committees, each consisting of one or more Directors, and each of
which, to the extent provided in said resolution, the Certificate of
Incorporation or these By-Laws, and except as limited by law or the Certificates
of Incorporation of the Corporation, shall have and may exercise all the
authority of the Board of Directors, except that no such committee shall (i)
make, alter, or repeal any by-law of the corporation; (ii) elect or appoint any
director, or remove any officer or director; (iii) submit to shareholders any
action that requires shareholders' approval; or (iv) amend or repeal any
resolution theretofore adopted by the Board of Directors which by its terms is
amendable or repealable only by the Board.
(b) The Board of Directors by resolution adopted by a majority of the
entire Board, may (i) fill any vacancy in any such committee; (ii) appoint one
or more Directors as alternate members of any such committee, to act in the
absence or disability of members of any such committee with all the powers of
such absent or disabled members; (iii) abolish any such committee at its
pleasure and (iv) remove any Director from membership or such committee at any
time, with or without cause. Each of such committees shall keep regular minutes
of its proceedings and shall report thereon to the Board of Directors at its
next meeting following such committee meeting; except that, when the meeting of
the Board is held within two days after the committee meeting, such report may
be made at the second meeting of the Board following such committee meeting.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. Place
The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of New Jersey.
<PAGE>
Section 2. 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 prescribed by these
By-Laws.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the
Chairman of the Board, if any, or by the President, on five days' notice to each
Director as provided in Article V of these By-Laws; special meetings shall be
called by the Chairman of the Board, President or Secretary in like manner and
on like notice on the written request of two Directors.
Section 4. Quorum
Except as provided in Section 3 of Article III of these By-Laws, (i) at
all meetings of the Board of Directors a majority of the entire Board of
Directors shall be necessary to constitute a quorum for the transaction of
business, and (ii) at all meetings of any committee, a majority of the members
thereof shall be necessary to constitute a quorum for the transaction of
business. Except as may be otherwise specifically provided by law or by the
Certificate of Incorporation, the act of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors or any committee thereof. If a quorum shall not be present at any
meeting of the Board of Directors, a majority of the Directors present thereat
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any such adjournment need not be given if the time and place are fixed
at the meeting at which the adjournment is taken and if the period of
adjournment does not exceed 10 days in any one adjournment; in the event that
notice is given, it shall be given to each Director as provided in Article V of
these By-Laws.
Section 5. Action in Lieu of Meeting
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board of Directors or any committee thereof may be
taken without a meeting if, prior or subsequent to such action, all members of
the Board of Directors or the committee, as the case may be, consent thereto in
writing and such written consents are filed with the minutes of the proceedings
of the Board of Directors or committee.
Section 6. Compensation
Directors who are not officers or employees of the Corporation shall
receive such fees and expense reimbursements as shall be determined from time to
time by resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 7. Participation at Meetings by Means of Communications Equipment
Unless otherwise provided in the Certificate of Incorporation or these
By-Laws, one or more members of the Board of Directors may participate in a
meeting of the Board of Directors or any committee thereof by means of a
conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.
<PAGE>
ARTICLE V
NOTICES
Section 1. Form; Delivery
Whenever under the provisions of any applicable law, the Certificate of
Incorporation or these By-Laws, notice is required to be given to any director
or shareholder, such notice shall be prepared in writing and personally
delivered or mailed, postage prepaid, to such director or shareholder at his
address as it appears on the records of the Corporation, and shall be deemed
given when personally delivered or deposited in the United States mail, as the
case may be; provided, that such notice may also be given by telegram and in
such case shall be deemed given when ordered or, if a delayed delivery is
ordered, as of such delayed delivery time.
Section 2. Waiver of Notice or of Lapse of Time
Whenever a notice is required to be given by law, the Certificate of
Incorporation or these By-Laws, such notice need not be given to any shareholder
who signs a waiver of such notice, in person or by proxy, whether before or
after the meeting. In addition, any shareholder attending a meeting of
shareholders in person or by proxy without protesting prior to the conclusion of
the meeting the lack of notice thereof to him, and any Director attending a
meeting of the Boards of Directors without protesting such lack of notice prior
to the conclusion of the meeting, shall be conclusively deemed to have waived
notice of such meeting.
Whenever the shareholders of the Corporation are authorized to take any
action after the lapse of a prescribed period of time, the action may be taken
without such lapse if such requirement is waived in writing, in person or by
proxy, before or after the taking of such action, by every shareholder entitled
to vote thereon as at the date of the taking of such action.
ARTICLE VI
OFFICERS
Section 1. Officers
The officers of the Corporation shall be a President and Chief
Operating Officer, President-United States Operations, one or more
Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer,
one or more Assistant Treasurers, and such other officers, including a Chairman
of the Board and Chief Executive Officer, as may be prescribed by these By-Laws.
Any two or more offices may be held by the same person, but no officer shall
<PAGE>
execute, acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by these By-Laws to be executed, acknowledged,
or verified by two or more officers. No officer except the Chairman of the Board
need be a member of the Board of Directors.
Section 2. Authority and Duties
All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-Laws, or, to the extent not so provided, by
resolution of the Board of Directors not inconsistent with these By-Laws, or, as
to all other officers except the Chairman of the Board, by the President.
Section 3. Term of Office; Removal
The chairman of the board of directors, the chief executive officer and
all other officers of the Corporation who report directly to the chief executive
officer of the Corporation shall be elected by the board of directors and shall
hold office for such time as may be prescribed by the board of directors. All
other officers shall be appointed by the chief executive officer of the
Corporation and shall hold office for such time as may be prescribed by the
chief executive officer. Any officer, however elected or appointed, may be
removed with or without cause at any time by the board of directors. Any officer
appointed by the chief executive officer may be removed with or without cause at
any time by the chief executive officer. The removal of an officer without cause
shall be without prejudice to his contractual rights, if any. The election or
appointment of an officer shall not in and of itself create any contractual
rights.
Section 4. Compensation
Compensation of all officers, employees and agents of the Corporation
shall be fixed by the Chief Executive Officer of the Corporation, except that
the compensation of the Chief Executive Officer of the Corporation and any
officer, employee or agent having a familial relationship to the Chief Executive
Officer shall be fixed by the Board of Directors.
Section 5. Vacancies
If an office becomes vacant for any reason, the Board of Directors may
fill the vacancy, and any officer so appointed or elected by the Board shall
serve only until the expiration of the term of his predecessor unless reelected
by the Board of Directors.
Section 6. The Chairman of the Board and Chief Executive Officer
The Chairman of the Board of Directors and Chief Executive Officer, if
there be any, shall preside at all meetings of the shareholders and Board of
Directors at which he is present, and shall have overall planning and policy
making powers and duties with respect to the Corporation and such other duties
as may from time to time be assigned by the Board of Directors. He shall possess
<PAGE>
the same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors, except where, by law, the signature of the President is required.
During the absence or disability of the President, the Chairman of the Board and
Chief Executive Officer shall exercise all the powers and discharge all the
duties of the President.
Section 7. The President and Chief Operating Officer
The President and Chief Operating Officer shall have general and active
management and control of the day-to-day business and affairs of the
Corporation, subject to the control of the Board of Directors, and shall see
that all orders and resolutions of the Board and of the Chairman and Chief
Executive Officer are carried into effect; in the absence of the Chairman of the
Board, or if there be no Chairman, he shall preside at all meetings of the
shareholders or Board of Directors at which he is present, and shall have such
other powers and duties as may from time to time be assigned by the Board of
Directors.
Section 8. The President-United States Operations
The President-United States Operations shall have primary
responsibility for the North American affairs of the Corporation subject to the
control of the Board of Directors, the President and the Chairman of the Board
and, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall generally assist the President
and perform such other duties as the Board of Directors shall prescribe.
Section 9. The Vice-President
The Vice-President or, if there be more than one, the Vice-Presidents
in the order or priority determined by the Board of Directors, shall, in the
absence or disability of the President and the President-United States
Operations, perform the duties and exercise the powers of the President and the
President-United States Operations, and shall generally assist the President and
the President-United States Operations and perform such other duties as the
Board of Directors shall prescribe.
Section 10. The Secretary
The Secretary shall record, or cause to be recorded, all votes at
meetings of the Board of Directors or for the shareholders, and shall keep or
cause to be kept minutes of all corporate proceedings, and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the shareholder, and special meetings of the
Board, and shall perform such other duties as may be prescribed by the Board of
Directors or the President. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board, affix the same to any instrument
requiring it and, when so affixed, it shall, if required, be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer. He shall keep in safe custody the certificate books and
shareholder records and such other books and records as the Board may direct and
shall perform all other duties incident to the office of the Secretary.
<PAGE>
Section 11. The Assistant Secretary
During the absence or disability of the Secretary, the Assistant
Secretary, or, if there be more than one, the one so designated by the Secretary
or by the Board of Directors, shall have all the powers and functions of the
Secretary.
Section 12. The Treasurer
The Treasurer shall have the care and custody of the corporate funds
and other valuable effects, including securities, 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, taking proper vouchers for such disbursements, and
shall render to the President and Directors, at the regular meeting of the
Board, or whenever they may require it, an accounting of all his transactions as
Treasurer and of the financial condition of the Corporation.
Section 13. The Assistant Treasurer
During the absence or disability of the Treasurer, the Assistant
Treasurer, or, if there be more than one, the one so designated by the Treasurer
or by the Board of Directors, shall have all the powers and functions of the
Treasurer.
Section 14. Bonds
If the Board of Directors shall so require, any officer or agent of the
Corporation shall give the Corporation a bond for such term, in such sum and
with such surety or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
ARTICLE VII
SHARE CERTIFICATES
Section 1. Form; Signature
The certificate for shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state: (i) that the Corporation has been organized under
the laws of the State of New Jersey, and (ii) the registered holder's name and
<PAGE>
the number and class of shares, and the designation of the series, if any, which
such certificate represents, and shall be signed by the Chairman or
Vice-Chairman of the Board, or the President or a Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
and may bear the seal of the Corporation or a facsimile thereof. Where any such
certificate is countersigned by a transfer agent or registrar, who is not an
officer or employee of the Corporation, any and all other signatures may be
facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may nevertheless be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of its
issue.
Section 2. Lost Certificates
The Board of Directors may direct that a new share certificate or
certificates be issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost or destroyed, upon the
furnishing to the Corporation of an affidavit to that effect by the person
claiming the certificate has been lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to give the
Corporation and its transfer agent(s) and registrar(s) a bond in such sum as it
may direct (including a bond without limit as to amount) as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. Registration of Transfer
Upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or such transfer agent to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.
Section 4. Registered Shareholders
Except as otherwise provided by law, 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 or other distributions and to vote as such
owner, and the Corporation shall be entitled 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 legal claim to or interest in such
share or shares on the part of any other person, whether or not it has actual or
other notice thereof.
<PAGE>
Section 5. Record Date
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to give
a written consent to or dissent from any proposals without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action affecting
the interest of shareholders, the Board of Directors may fix, in advance, a
record date. Such date shall not be more than 60 days prior to the shareholders'
meeting or other corporate action or event to which it relates. The record date
for a shareholders' meeting may not be less than 10 days before the date of the
meeting. The record date to determine shareholders entitled to give a written
consent may not be more than 60 days before the date fixed for the tabulation of
the consents or, if no date has been fixed for tabulation, more than 60 days
before the last day on which consents received may be counted.
If no record date is fixed: (a) the record date for a shareholders'
meeting shall be the close of business on the day next preceding the day on
which notice is given or, if no notice is given, the day next preceding the day
on which the meeting is held; and (b) the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the Board of Directors relating thereto is adopted.
Except as otherwise provided by law, only such persons as shall be
shareholders of record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting and any adjournment thereof, or to give such written
consent, or to receive payment of such dividend or such allotment of rights, or
otherwise to be recognized as shareholders for the related purpose,
notwithstanding any registration of transfer of shares on the books of the
Corporation after any such record date so fixed.
When a determination of shareholders of record for a shareholders'
meeting has been made, such determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date for the adjourned
meeting in accordance with these By-Laws.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Fiscal Year
The fiscal year of the Corporation shall be fixed by the Board of
Directors.
Section 2. Dividends
Subject to the provisions of the Certificate of Incorporation and the
laws of the State of New Jersey, dividends on the outstanding shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash, in its bonds or other property or in shares of
the capital stock of the Corporation.
<PAGE>
Section 3. 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 Board of
Directors may from time to time, in their absolute discretion, deem proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation.
