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EXHIBIT 3.2
HQ GLOBAL HOLDINGS, INC.
BYLAWS
ADOPTED
AS AMENDED THROUGH
OCTOBER ___, 2000
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TABLE OF CONTENTS
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ARTICLE 1. OFFICES...............................................................................................1
ARTICLE 2. STOCKHOLDERS..........................................................................................1
Section 2.01. Annual Meeting...........................................................................1
Section 2.02. Special Meetings.........................................................................1
Section 2.03. Place of Meetings........................................................................1
Section 2.04. Notice of Stockholder Meetings...........................................................1
Section 2.05. Fixing of Record Date....................................................................2
Section 2.06. Quorum...................................................................................3
Section 2.07. Voting...................................................................................3
Section 2.08. Presiding Officer of Meetings............................................................3
Section 2.09. Secretary of Meetings....................................................................3
Section 2.10. Action in Lieu of Meeting................................................................4
Section 2.11. Proxies..................................................................................4
ARTICLE 3. BOARD OF DIRECTORS....................................................................................4
Section 3.01. Powers...................................................................................4
Section 3.02. Number; Election; Qualification; Term....................................................4
Section 3.03. Vacancies................................................................................5
Section 3.04. Place of Meetings........................................................................5
Section 3.05. Annual Meeting...........................................................................5
Section 3.06. Regular Meetings.........................................................................5
Section 3.07. Special Meetings.........................................................................6
Section 3.08. Notice of, and Waiver of Notice for, Special Meetings....................................6
Section 3.09. Organization.............................................................................6
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Section 3.10. Quorum...................................................................................6
Section 3.11. Vote.....................................................................................6
Section 3.12. Action in Lieu of a Meeting..............................................................7
Section 3.13. Conference Call Meeting..................................................................7
Section 3.14. Removal of Director......................................................................7
Section 3.15. Chairman of the Board....................................................................7
Section 3.16. Vice Chairman of the Board of Directors..................................................7
Section 3.17. Compensation.............................................................................7
Section 3.18. Committees of Directors..................................................................8
ARTICLE 4. OFFICERS..............................................................................................8
Section 4.01. Positions................................................................................8
Section 4.02. Chairman.................................................................................8
Section 4.03. Chief Executive Officer..................................................................8
Section 4.04. Vice Chairman............................................................................9
Section 4.05. President................................................................................9
Section 4.06. Vice President...........................................................................9
Section 4.07. Secretary................................................................................9
Section 4.08. Assistant Secretary.....................................................................10
Section 4.09. Treasurer...............................................................................10
Section 4.10. Assistant Treasurer.....................................................................10
Section 4.11. Term of Office..........................................................................10
Section 4.12. Compensation............................................................................10
Section 4.13. Fidelity Bonds..........................................................................10
ARTICLE 5. CAPITAL STOCK........................................................................................11
Section 5.01. Certificates of Stock...................................................................11
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Section 5.02. Transfer of Stock.......................................................................11
Section 5.03. Ownership of Stock......................................................................11
Section 5.04. Lost Certificates.......................................................................11
ARTICLE 6. MISCELLANEOUS........................................................................................12
Section 6.01. Corporate Seal..........................................................................12
Section 6.02. Fiscal Year.............................................................................12
Section 6.03. Insurance...............................................................................12
Section 6.04. Inspection of Books and Records.........................................................12
ARTICLE 7. INDEMNIFICATION; TRANSACTIONS WITH INTERESTED PERSONS................................................12
Section 7.01. Indemnification.........................................................................12
Section 7.02. Transactions With Interested Persons....................................................13
ARTICLE 8. AMENDMENT............................................................................................13
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HQ GLOBAL HOLDINGS, INC.
BYLAWS
AS AMENDED THROUGH OCTOBER ___, 2000
ARTICLE 1.
OFFICES
The Corporation shall maintain a registered office in the State of
Delaware as required by law. The initial registered office of the Corporation
shall be in Wilmington, Delaware, and the initial registered agent shall be The
Corporation Trust Company. The Corporation may also have offices at such other
places, within or without the State of Delaware, as the business of the
Corporation may require.
ARTICLE 2.
STOCKHOLDERS
SECTION 2.01. ANNUAL MEETING.
The annual meeting of stockholders shall be held on such date and at
such time as determined by the Board of Directors. At each annual meeting,
stockholders entitled to vote at an election of directors shall elect the
members of the Board of Directors and transact such other business as may be
properly brought before the meeting.
SECTION 2.02. SPECIAL MEETINGS.
Special meeting of stockholders for any purpose or purposes, described
in the meeting notice, may be called by the Chairman of the Board and shall be
called by the President or the Secretary at the request in writing of a majority
of the directors or of the holders of twenty-five percent (25%) or more of the
issued and outstanding shares of Common Stock of the Corporation entitled to be
voted at the meeting. Such a request shall state the purpose or purposes of the
proposed meeting.
SECTION 2.03. PLACE OF MEETINGS.
Meetings of stockholders shall be held at such place, within or without
the State of Delaware, as designated by the Board of Directors.
SECTION 2.04. NOTICE OF STOCKHOLDER MEETINGS.
(a) Required Notice. Written notice stating the place, day and hour of
any annual or special stockholders meeting shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, or
other persons calling the meeting, to each stockholder of record entitled to
vote at such meeting and to any other stockholder entitled by the Delaware
General
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Corporation Law or the Corporation's Certificate of Incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the record of the
Corporation, (2) on the date shown on the return receipt if sent by registered
or certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee, (3) when received, or (4) five (5) days after deposit
in the United States mail, if mailed postpaid and correctly addressed to an
address other than that shown in the Corporation's current record of
stockholders.
(b) Adjourned Meeting. If any stockholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place, if the new date, time, and place is announced at the meeting before
adjournment. But if the adjournment is for more than thirty (30) days or if
after the adjournment a new record date is or must be fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting, pursuant to the requirements of Section 2.04(a)
above.
(c) Waiver of Notice. A stockholder may waive notice of' the meeting
(or any notice required by the Delaware General Corporation Law, the
Corporation's Certificate of Incorporation, or these Bylaws), by a writing
signed by the stockholder entitled to the notice, which is delivered to the
Corporation (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.
A stockholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the
meeting unless the stockholder attends a meeting for the
express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not
lawfully called or convened; and
(2) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder
objects to considering the matter when it is presented.
(d) Contents of Notice. The notice of each special stockholder meeting
shall include a description of the purpose or purposes for which the meeting
called. Except as provided in this Section 2.04(d), or as provided in the
Corporation's Certificate of Incorporation, or otherwise in the Delaware General
Corporation Law, the notice of an annual stockholder meeting need not include a
description of the purpose or purposes for which the meeting is called.
SECTION 2.05. FIXING OF RECORD DATE.
The Board may set, in advance, a record date not less than ten (10) nor
more than sixty (60) days before the date of any meeting of the stockholders or
any adjournment thereof. All persons who were holders of record of shares at
such time, and no others, shall be entitled to vote at such meeting and any
adjournment thereof.
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SECTION 2.06. QUORUM.
Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, and who are present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business. Once a share is represented
for any purpose at a meeting (other than solely to object (1) to holding the
meeting or transacting business at the meeting, or (2) (if it is a special
meeting) to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice), it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. If less than a quorum is present, the holders of a majority
of the voting shares whose holders are so present or represented may from time
to time adjourn the meeting to another place, date, or hour until a quorum is
present, whereupon the meeting may be held, as adjourned, without further notice
except as required by law or by Section 2.04 hereof. At the adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
that might have been transacted at the original meeting.
SECTION 2.07. VOTING.
When a quorum is present at a meeting of the stockholders, the vote of
the holders of a majority of the shares of Common Stock entitled to be voted
whose holders are present in person or represented by proxy shall decide any
question brought before the meeting, unless the question is one upon which, by
express provision of law or of the Corporation's Certificate of Incorporation or
of these Bylaws, a different vote is required. Unless otherwise provided in the
Delaware General Corporation Law or in the Corporation's Certificate of
Incorporation, each stockholder shall at a meeting of the stockholders be
entitled to one (1) vote on each matter, in person or by proxy, for each share
of the Corporation's capital stock that has voting power and that is held by
such stockholder. At a meeting of the stockholders, all questions relating to
the qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the presiding officer of the meeting.
SECTION 2.08. PRESIDING OFFICER OF MEETINGS.
The Chairman of the Board shall preside at all meetings of the
stockholders. In the absence of the Chairman of the Board, the presiding officer
shall be such person as is designated by the Chairman of the Board or, absent
such designation, such person as is elected by vote of the holders of a majority
of the shares of Common Stock entitled to vote at such meeting whose holders are
present in person or represented by proxy at the meeting.
SECTION 2.09. SECRETARY OF MEETINGS.
The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders. In the absence of the Secretary, the presiding officer of
the meeting shall appoint any other person to act as secretary of the meeting.
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SECTION 2.10. ACTION IN LIEU OF MEETING.
Any action required or permitted to be taken at a stockholders' meeting
may be taken without a meeting if the action is taken by persons who would be
entitled to vote at a meeting and who hold shares having voting power to cast
not less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all stockholders entitled to vote were
present and voted. The action must be evidenced by one (1) or more written
consents describing the action taken, signed by the stockholders entitled to
take action without a meeting, and delivered to the Corporation for inclusion in
the minute book. No consent shall be effective to take the corporate action
specified unless the number of consents required to take such action are
delivered to the Corporation within sixty (60) days of the delivery of the
earliest dated consent. All stockholders entitled to vote on the record date of
such written consent who do not participate in taking the action shall be given
prompt written notice there of accordance with the Delaware General Corporation
Law.
SECTION 2.11. PROXIES.
At all meetings of stockholders, a stockholder may vote in person, or
vote by proxy which is executed in writing by the stockholder or which is
execrated by his duly authorized attorney-in-fact. Such proxy shall he filed
with the Secretary of the Corporation or other persons authorized to tabulate
votes before or at the time of the meeting. No proxy shall be valid after three
(3) years from the date of its execution unless the proxy provides for a longer
period.
ARTICLE 3.
BOARD OF DIRECTORS
SECTION 3.01. POWERS.
The business of the Corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation
set forth in the Certificate of Incorporation, these Bylaws or agreements among
stockholders which are otherwise lawful.
SECTION 3.02. NUMBER; ELECTION; QUALIFICATION; TERM.
(a) The number of directors which shall constitute the whole board
shall not be fewer than one (1) nor more than fifteen (15). Upon the adoption of
these Bylaws, the board shall consist of thirteen members. Directors of the
Corporation in office at the time of such adoption, or appointed to fill
vacancies existing at the time of such adoption, shall be assigned to a
particular class by resolution of the Board of Directors of the Corporation
which resolution must be approved by a majority of the voting stockholders of
the Corporation. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the Board of Directors.
(b) The Board of Directors shall nominate candidates to stand for
election as directors; and other candidates also may be nominated by any
Corporation stockholder entitled to vote at an election of directors, provided
such other nomination(s) are submitted in writing to the Secretary of the
Corporation no later than ninety (90) days prior to the meeting of stockholders
at
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which such directors are to be elected, together with the identity of the
nominator and the number of shares of the Corporation's stock owned, directly or
indirectly, by the nominator. The directors shall be elected, in accordance with
Section 7.1(b) of the Corporation's Certificate of Incorporation, at the annual
meeting of the stockholders, except as provided in Section 3.03 hereof, and each
director elected shall hold office until such director's successor is elected
and qualified or until the director's earlier resignation or removal. Directors
need not be stockholders.
SECTION 3.03. VACANCIES.
Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by the stockholders entitled
to vote at an election of directors or by a majority of the directors then in
office, although fewer than a quorum, or by a sole remaining director. Each
director so chosen shall hold office until the next election of directors for
the class to which such director belongs, and until such director's successor is
elected and qualified, or until the director's earlier resignation or removal.
In the event that one (1) or more directors resigns from the board, effective at
a future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office until the next election
of directors for the class to which such director belongs, and until such
director's successor is elected and qualified, or until the director's earlier
resignation or removal. Each vacancy existing at the time of the adoption of
these Bylaws may be filled by vote of a majority of the directors in office at
the time of filling such vacancy.
SECTION 3.04. PLACE OF MEETINGS.
Any meeting of the Board of Directors may be held either within or
without the State of Delaware.
SECTION 3.05. ANNUAL MEETING.
There shall be an annual meeting of the Board of Directors for the
transaction of such business as may be brought before the meeting. The annual
meeting of the Board shall be held immediately following the annual meeting of
the stockholders or any adjournment thereof, at the place where the annual
meeting of the stockholders was held or at such other place as a majority of the
directors who are then present determine. If the annual meeting is not so held,
it shall be called and held in the manner provided herein for special meetings
of the Board or conducted pursuant to Section 3.12.
SECTION 3.06. REGULAR MEETINGS.
Regular meetings of the Board of Directors, other than the annual
meeting, may be held without notice at such times and places as the Board may
have fixed by resolution.
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SECTION 3.07. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the
Chairman of the Board and shall be called on the written request of any
director.
SECTION 3.08. NOTICE OF, AND WAIVER OF NOTICE FOR, SPECIAL MEETINGS.
Unless the Corporation's Certificate of Incorporation provides for a
longer or shorter period, notice of any special director meeting shall be given
at least three (3) days prior thereto either orally or in writing. The notice
need not describe the purpose of any special director meeting. If mailed, notice
of any director meeting shall be deemed to be effective at the earlier of: (i)
when received, (ii) five (5) days after deposited in the United States mail,
postage prepaid, addressed to the director's business office, or (iii) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or corporate records. The attendance of a
director at a meeting shall constitute a waver of notice of such meeting, except
where a director attends a meeting for the express Purpose of objecting to the
transaction of any business and at the beginning of the meeting (or promptly
upon his arrival) objects to holding the meeting or transacting business at the
meeting, and does not thereafter vote for or assent to action taken at the
meeting.
SECTION 3.09. ORGANIZATION.
Every meeting of the Board of Directors shall be presided over by the
Chairman of the Board or in his absence by the Vice Chairman of the Board. In
the absence of the Chairman of the Board and the Vice Chairman of the Board, the
Board of Directors shall be presided over by the Chief Executive Officer. In the
absence of the Chairman of the Board, the Vice Chairman of the Board and the
Chief Executive Officer, a presiding officer shall be chosen by a majority of
directors present. The Secretary of the Corporation shall act as secretary of
the meeting. In the absence of the Secretary, the presiding officer shall
appoint another person to act as secretary of the meeting.
SECTION 3.10. QUORUM.
The presence of a majority or more of the number of directors fixed by
Section 3.02(a) shall be necessary to constitute a quorum for the transaction of
business at a meeting of the Board of Directors. If less than a quorum is
present, a majority of the directors present may from time to time adjourn the
meeting to another time or place until a quorum is present, whereupon the
meeting may be held, as adjourned, without further notice.
SECTION 3.11. VOTE.
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 law, by the Corporation's Certificate of
Incorporation, or by these Bylaws. Where a vote of the directors present results
in a tie, the action proposed shall not constitute an act of the Board of
Directors.
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SECTION 3.12. ACTION IN LIEU OF A MEETING.
Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all directors consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.
SECTION 3.13. CONFERENCE CALL MEETING.
Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board or committee, as the case may be, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
SECTION 3.14. REMOVAL OF DIRECTOR.
Subject to any agreement among the stockholders to the contrary, any
director or the entire Board of Directors may be removed by the holders of a
majority of shares of Common Stock then entitled to vote at an election of
directors but only if cause exists for the removal. For purposes of this Section
3.14, "cause" shall mean the willful and continuous failure of a director to
substantially perform such director's duties to the Corporation (other than any
such failure resulting from temporary incapacity due to physical or mental
illness) or the willful engaging by a director in gross misconduct materially
and demonstrably injurious to the Corporation.
SECTION 3.15. CHAIRMAN OF THE BOARD.
The Board of Directors may choose a Chairman of the Board who shall, if
present, preside at meetings of the Board and of the stockholders. The Chairman
of the Board may be an officer of the Corporation elected pursuant to Article 4.
SECTION 3.16. VICE CHAIRMAN OF THE BOARD OF DIRECTORS.
The Board of Directors may choose a Vice Chairman of the Board who
shall, if present, preside at meetings of the Board and of the stockholders in
the absence of the Chairman. The Vice Chairman of the Board may be an officer of
the Corporation elected pursuant to Article 4.
SECTION 3.17. COMPENSATION.
No director shall receive compensation for services to the Corporation
in his capacity as a director; provided that directors shall be reimbursed for
their out-of-pocket expenses incurred in connection with their attendance at
board meetings. Officers of the Corporation or of any stockholder of the
Corporation shall not be paid director fees, but shall be reimbursed for out of
pocket expenses incurred in connection with their attendance at Board Meetings.
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SECTION 3.18. COMMITTEES OF DIRECTORS.
The Board of Directors may by resolution create one (1) or more
committees and appoint members of the Board of Directors to serve on the
committees at the pleasure of the Board of Directors. To the extent specified in
a resolution adopted by the Board of Directors, each committee may exercise the
full authority of the Board of Directors, except as limited by Section 141 (or
any successor section) of the Delaware General Corporation Law. All provisions
of the Delaware General Corporation Law and these Bylaws relating to meetings,
action without meetings, notice (and waiver thereof), and quorum and voting
requirements of the Board of Directors apply, as well, to such committees and
their members.
ARTICLE 4.
OFFICERS
SECTION 4.01. POSITIONS.
The officers of the Corporation shall be a Chairman, a Chief Executive
Officer, a President, a Secretary and a Treasurer, and such other officers as
the Board of Directors (or an Officer authorized by the Board of Directors) from
time to time may appoint, including one (1) or more Vice Chairmen, Vice
Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may be held
by the same person, except that in no event shall the President and the
Secretary be the same person. Each of the Chairman, President, and/or any Vice
President may execute bonds, mortgages and other documents under the seal of the
Corporation, except where required or permitted by law to be otherwise executed
and except where the execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the Corporation.
SECTION 4.02. CHAIRMAN.
The Chairman, along with the Chief Executive Officer, shall share
overall responsibility and authority for management of the operations of the
Corporation (subject to the authority of the Board of Directors), shall (when
present) preside at all meetings of the Board of Directors and stockholders, and
shall, along with the Chief Executive Officer, ensure that all orders and
resolutions of the Board of Directors and stockholders are carried into effect.
The Chairman may execute bonds, mortgages and other contracts, under the seal of
the Corporation, if required, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors exclusively to one or more other
officers or agents of the Corporation.
SECTION 4.03. CHIEF EXECUTIVE OFFICER.
The Chief Executive Officer shall be the chief executive officer of the
Corporation and, along with the Chairman, shall share overall responsibility and
authority for management of the operations of the Corporation (subject to the
authority of the Board of Directors), and shall,
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along with the Chairman, ensure that all orders and resolutions of the Board of
Directors and stockholders are carried into effect. The Chief Executive Officer
may execute bonds, mortgages and other contracts, under the seal of the
Corporation, if required, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors exclusively to one or more other
officers or agents of the Corporation.
SECTION 4.04. VICE CHAIRMAN.
In the absence of the Chairman or in the event of the Chairman's
inability or refusal to act, the Vice Chairman, or if there shall be more than
one (1), the Vice Chairmen in the order determined by the Board of Directors (or
if there shall have been no such determination, then in the order of their
election), shall perform the duties of the Chairman, and when so acting shall
have all the powers of, and be subject all the restrictions upon, the Chairman.
Each Vice Chairman shall perform such other duties as may be determined from
time to time by the Board of Directors or the Chairman.
SECTION 4.05. PRESIDENT.
The President shall be the chief operating officer of the Corporation
and shall have such duties and responsibilities with respect to the management
and day-to-day operations of the Corporation as are assigned to him by the Board
of Directors or the Chairman or the Chief Executive Officer. The President may
execute bonds, mortgages and other contracts, under the seal of the Corporation,
if required, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors exclusively to one or more other
officers or agents of the Corporation.
SECTION 4.06. VICE PRESIDENT.
In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President or if there shall be more than
one (1), the Vice Presidents in the order determined by the Board of Directors
(or if there shall have been no such determination, 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 all the restriction upon, the President.
Each Vice President shall perform such other duties as may be determined from
time to time by the Board of Directors, the Chief Executive Officer, or the
President.
SECTION 4.07. SECRETARY.
The Secretary shall have responsibility for preparation of minutes of
meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation. The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors. The Secretary or an Assistant Secretary may also attest all
instruments signed by any other officer of the Corporation.
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SECTION 4.08. ASSISTANT SECRETARY.
The Assistant Secretary, or if there shall be more than one (1), the
Assistant Secretaries in the order determined by the Board of Directors (or if
there shall have been 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.
SECTION 4.09. TREASURER.
The Treasurer shall be the chief financial officer of the Corporation
and shall have responsibility for the custody of the corporate funds and
securities and shall see to it that full and accurate accounts of receipts and
disbursements are kept in books belonging to the Corporation. The Treasurer
shall render to the Chairman, the Chief Executive Officer, the President, and
the Board of Directors, upon request, an account of all financial transactions
and of the financial condition of the Corporation.
SECTION 4.10. ASSISTANT TREASURER.
The Assistant Treasurer, or if there shall be more than one (1), the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall have been 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.
SECTION 4.11. TERM OF OFFICE.
The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the Board
of Directors.
SECTION 4.12. COMPENSATION.
The compensation of officers of the Corporation shall be fixed by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.
SECTION 4.13. FIDELITY BONDS.
The Corporation may secure the fidelity of any or all of its officers
or agents by bond or otherwise.
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ARTICLE 5.
CAPITAL STOCK
SECTION 5.01. CERTIFICATES OF STOCK.
Certificates for shares of capital stock of the Corporation shall be in
such form as the Board of Directors may from time to time prescribe and shall be
signed by the President or a Vice President and by the Secretary or the
Treasurer. Any or each of the signatures on a stock certificate, including that
of any transfer agent or registrar, may be a facsimile. If any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate has ceased to be such, officer, transfer agent, or registrar
before the certificate is issued, the certificate may be issued by the
Corporation with the same effect as if the officer, transfer agent, or registrar
were the officer, transfer agent, or registrar at the date of issuance.
SECTION 5.02. TRANSFER OF STOCK.
Subject to restrictions provided in the Corporation's Certificate of
Incorporation and any agreement among the stockholders, shares of stock of the
Corporation shall be transferable on the books of the Corporation only by the
holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of a certificate or certificates for a like number of
shares, with an assignment or power of transfer endorsed thereon or delivered
therewith, duly executed, and with such proof of the authenticity of the
signature and of authority to transfer, and of payment of transfer taxes, as the
Corporation or its agents may require.
SECTION 5.03. OWNERSHIP OF STOCK.
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the owner thereof in fact 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 has express or other notice
thereof, except as otherwise expressly provided by law.
SECTION 5.04. LOST CERTIFICATES.
The Board of Directors, Chairman, President or Secretary may direct a
new certificate of stock to be issued in place of any certificate theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming that the
certificate of stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the board or any such officer may, 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 the board or such officer shall require
and/or to give the Corporation a bond, in such sum as the board or such officer
may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.
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ARTICLE 6.
MISCELLANEOUS
SECTION 6.01. CORPORATE SEAL.
The seal of the Corporation shall be circular in form and shall contain
the name of the Corporation, the year of incorporation, and the word "Delaware."
SECTION 6.02. FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year.
SECTION 6.03. INSURANCE.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
(or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against liability
asserted against or incurred by such person in such capacity or arising from
such person's status as such (whether or not the Corporation would have the
power to indemnify such person against the same liability).
SECTION 6.04. INSPECTION OF BOOKS AND RECORDS.
Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of business.
ARTICLE 7.
INDEMNIFICATION; TRANSACTIONS
WITH INTERESTED PERSONS
SECTION 7.01. INDEMNIFICATION.
The Corporation shall, to the fullest extent permitted by Section 145
of the Delaware General Corporation Law, as the same may be amended and
supplemented (the "DGCL") indemnify any and all directors and officers of the
Corporation from and against any and all of the expenses (and shall advance
expenses to the extent provided for by Section 145(e) of the DGCL), liabilities
or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under the Corporation's
Certificate of Incorporation or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
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official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 7.02. TRANSACTIONS WITH INTERESTED PERSONS.
No contract or transaction between the Corporation and any of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which any of its directors or
officers is a director or officer or has a financial interest, shall be void or
voidable solely for that reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee thereof at which the contract or transaction is authorized or solely
because his vote is counted for such purpose, if the contract or transaction is
fair and reasonable 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.
ARTICLE 8.
AMENDMENT
Except as otherwise provided in the Certificate of Incorporation or
provisions of these Bylaws, these Bylaws may be adopted, altered, amended or
repealed by the Board of Directors or by a majority vote of holders of shares of
Common Stock then entitled to vote.
* * * * *
The undersigned, being the Secretary of HQ Global Holdings, Inc.,
hereby certifies the foregoing to be the Bylaws of that Corporation adopted by
the Board of Directors of the Corporation as of May _____, 2000.
-----------------------------------------
Jill B. Louis, Esq.
Secretary and General Counsel
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