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EXHIBIT 3.2
BYLAWS
OF
MIGRATEC, INC.
(A DELAWARE CORPORATION)
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TABLE OF CONTENTS
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Page
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ARTICLE I. OFFICES.....................................................1
Section 1.1. Registered Office......................................1
Section 1.2. Other Offices..........................................1
ARTICLE II. MEETINGS OF STOCKHOLDERS....................................1
Section 2.1. Place of Meetings......................................1
Section 2.2. Annual Meetings........................................1
Section 2.3. Special Meetings.......................................1
Section 2.4. Telephone Participation................................1
Section 2.5. Notice of Meetings.....................................1
Section 2.6. Quorum.................................................2
Section 2.7. Voting.................................................2
Section 2.8. Proxies................................................2
Section 2.9. Consents...............................................2
Section 2.10. Stock Records.........................................2
ARTICLE III. DIRECTORS...................................................3
Section 3.1. Number.................................................3
Section 3.2. Qualifications, Election and Tenure....................3
Section 3.3. Resignation and Removal................................3
Section 3.4. Newly Created Directorships and Vacancies..............3
Section 3.5. Powers and Duties......................................3
Section 3.6. Place of Meetings......................................3
Section 3.7. Annual Meetings........................................3
Section 3.8. Regular Meetings.......................................3
Section 3.9. Special Meetings.......................................3
Section 3.10. Notice of Meetings....................................4
Section 3.11. Quorum and Voting.....................................4
Section 3.12. Compensation..........................................4
Section 3.13. Books and Records.....................................4
Section 3.14. Action Without a Meeting..............................4
Section 3.15. Telephone Participation...............................4
Section 3.16. Committees of the Board...............................5
ARTICLE IV. WAIVER......................................................5
Section 4.1. Waiver.................................................5
ARTICLE V. OFFICERS....................................................5
Section 5.1. Executive Officers.....................................5
Section 5.2. Other Officers.........................................6
Section 5.3. Authorities and Duties.................................6
Section 5.4. Tenure and Removal.....................................6
Section 5.5. Vacancies..............................................6
Section 5.6. Compensation...........................................6
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Section 5.7. Chairman of the Board..................................6
Section 5.8. Chief Executive Officer................................6
Section 5.9. Vice Presidents........................................6
Section 5.10. Secretary.............................................6
Section 5.11. Chief Financial Officer...............................7
Section 5.12. Other Officers........................................7
ARTICLE VI. PROVISIONS RELATING TO STOCK CERTIFICATES AND
STOCKHOLDERS.........................................................7
Section 6.1. Form and Signature.....................................7
Section 6.2. Registered Stockholders................................7
Section 6.3. Transfer of Stock......................................7
Section 6.4. Lost Certificates, etc.................................7
Section 6.5. Record Date............................................8
Section 6.6. Regulations............................................8
ARTICLE VII. GENERAL PROVISIONS...............................................8
Section 7.1. Dividends and Distributions............................8
Section 7.2. Checks, etc............................................8
Section 7.3. Seal...................................................8
Section 7.4. Fiscal Year............................................8
Section 7.5. General and Special Bank Accounts......................8
Section 7.6. Counterparts and Facsimile Signatures..................8
ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER PERSONS........................................................9
Section 8.1. Indemnification by Corporation.........................9
ARTICLE IX. ADOPTION AND AMENDMENTS...........................................9
Section 9.1. Power to Amend.........................................9
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MIGRATEC, INC.
BYLAWS
ARTICLE I.
OFFICES
Section 1.1. Registered Office. The registered office of the
Corporation within the State of Delaware shall be located at the principal place
of business in said state of such corporation or individual acting as the
Corporation's registered agent in Delaware.
Section 1.2. Other Offices. The Corporation may also have
offices and places of business 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 2.1. Place of Meetings. All meetings of stockholders
shall be held at the principal office of the Corporation, or at such other place
within or without the State of Delaware as shall be stated in the notice of the
meeting or in a duly executed waiver or notice thereof.
Section 2.2. Annual Meetings. The annual meeting of
stockholders shall be held at such time on such day, other than a legal holiday,
in the third month next succeeding the month in which the fiscal year of the
Corporation ends, as the Board of Directors in each such year determines. At the
annual meeting, the stockholders entitled to vote for the election of directors
shall elect, by a plurality vote, a Board of Directors and transact such other
business as may properly come before the meeting.
Section 2.3. Special Meetings. Special meetings of
stockholders, for any purpose or purposes, may be called by the Chief Executive
Officer or the Board of Directors and shall be called promptly by the Chief
Executive Officer at the written request of a majority of the entire Board of
Directors or the holders of record of at least twenty-five per cent (25%) of the
issued and outstanding shares of stock of the Corporation entitled to vote. Any
such request shall state the purpose or purposes of the proposed meeting. At any
special meeting of stockholders, only such business may be transacted as is
related to the purpose or purposes set forth in the notice of such meeting.
Section 2.4. Telephone Participation. Any stockholder may
participate in a meeting of the stockholders by means of a conference telephone
call or similar communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Section 2.5. Notice of Meetings. Written notice of every
meeting of stockholders, stating the place, date and hour thereof and, in case
of a special meeting of stockholders, the purpose or purposes thereof and the
person or persons by whom or at whose direction such meeting has been called and
such notice is being issued, shall be given 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 Chief Executive Officer, the Secretary, or the
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage prepaid, directed to the stockholder at his
address
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as it appears on the stock transfer books of the Corporation. Nothing herein
contained shall preclude the stockholders from waiving notice as provided in
Section 4.1 hereof.
Section 2.6. Quorum. The holders of a majority of the issued
and outstanding shares of stock of the Corporation entitled to vote, represented
in person or by proxy, shall be necessary to and shall constitute a quorum for
the transaction of business at any meeting of stockholders. If, however, such
quorum shall not be present or represented at any meeting of 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 not have been transacted
at the meeting as originally noticed. Notwithstanding the foregoing, if after
any such adjournment the Board of Directors shall fix a new record date for the
adjourned meeting, or if the adjournment is for more than thirty (30) days, a
notice of such adjourned meeting shall be given as provided in Section 2.5 of
these Bylaws, but such notice may be waived as provided in Section 4.1 hereof.
Section 2.7. Voting. At each meeting of the stockholders, each
holder of record of shares of stock entitled to vote shall be entitled to vote
in person or by proxy, and each such holder shall be entitled to one vote for
every share standing in his name or the books of the Corporation as of the
record date fixed by the Board of Directors or prescribed by law and, if a
quorum is present, a majority of the shares of such stock present or represented
at any meeting of stockholders shall be the vote of the stockholders with
respect to any item of business, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation.
Section 2.8. Proxies. Every stockholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a stockholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall be valid
after the expiration of three (3) years from its date, unless a longer period is
provided for in the proxy. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it, or his legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.
Section 2.9. Consents. Whenever a vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provision of statute or of the Certificate of
Incorporation or these Bylaws, the meeting, prior notice thereof and vote of
stockholders may be dispensed with if the holders of shares having not less than
the minimum number of votes that would have been necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted shall consent in writing to the taking of such action. Where
corporate action is taken in such matter by less than unanimous written consent,
prompt written notice of the taking of such action shall be given to all
stockholders who have not consented in writing thereto.
Section 2.10. Stock Records. The Secretary or agent having
charge of the stock transfer books shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order
and showing the address of and the number and class and series, if any, of
shares held by each. Such list, for a period of ten (10) days prior to such
meeting, shall be kept at the principal place of business of the Corporation or
at the office of the transfer agent or registrar of the Corporation and such
other places as required by statute and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder at any time during the meeting.
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ARTICLE III.
DIRECTORS
Section 3.1. Number. The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be fixed
from time to time by a vote of a majority of the entire Board and shall be not
less than one (1) nor more than nine (9).
Section 3.2. Qualifications, Election and Tenure. Directors
shall be at least eighteen (18) years of age but need not be residents of the
State of Delaware. Directors need not be stockholders of the Corporation. Except
as otherwise provided in these Bylaws, directors shall be elected at the annual
meeting of stockholders, and each director so elected shall hold office until
the next annual meeting of stockholders and until his successor has been elected
and has qualified.
Section 3.3. Resignation and Removal. Any director may resign
at any time upon notice of resignation. Any director may be removed at any time
by vote of the stockholders then entitled to vote for the election of directors
at a special meeting called for that purpose, either with or without cause.
Section 3.4. Newly Created Directorships and Vacancies. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall be
filled by vote of the Board. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by a
vote of a majority of the directors then in office. Any director elected to fill
a vacancy shall be elected until the next meeting of stockholders at which the
election of directors is in the regular course of business, and until his
successor has been elected and qualified.
Section 3.5. Powers and Duties. Subject to the applicable
provisions of law, these Bylaws or the Certificate of Incorporation, but in
furtherance and not in limitation of any rights therein conferred, the Board of
Directors shall have the control and management of the business and affairs of
the Corporation and shall exercise all such powers of the Corporation and do all
such lawful acts and things as may be exercised by the Corporation.
Section 3.6. Place of Meetings. All meetings of the Board of
Directors may be held either within or without the State of Delaware.
Section 3.7. Annual Meetings. An annual meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to the newly elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present, or the newly elected directors may meet at
such time and place as shall be fixed by the written consent of all of such
directors.
Section 3.8. Regular Meetings. Regular meetings of the Board
of Directors may be held upon such notice or without notice, and at such time
and at such place as shall from time to time be determined by the Board.
Section 3.9. Special Meetings. Special meetings of the Board
of Directors may be called by the Chief Executive Officer and shall be called
promptly by the Chief Executive Officer or the Secretary upon the written
request of any director specifying the special purpose thereof, on not less than
two (2) days' notice to each director. Such request shall state the date, time
and place of the meeting. Neither the business to be transacted
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at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Section 3.10. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which notice shall be
required) shall be given by the Chief Executive Officer, and the Secretary or an
Assistant Secretary and shall state the place, date and time of the meeting.
Notice of each such meeting shall be given orally or shall be mailed to each
director at his residence or usual place of business. If notice of less than one
week is given, it shall be oral, whether by telephone or in person, or sent by
special delivery mail or overnight courier service. If mailed, the notice shall
be given when deposited in the United States mail, postage prepaid. Notice of
any meeting need not be given to any director who shall submit, either before or
after the meeting, a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
Notice of any adjourned meeting, including the place, date and time of the new
meeting, shall be given to all directors not present at the time of the
adjournment, as well as to the other directors unless the place, date and time
of the new meeting is announced at the adjourned meeting. Nothing herein
contained shall preclude the directors from waiving notice as provided in
Section 4.1 hereof.
Section 3.11. Quorum and Voting. At all meetings of the Board
of Directors a majority of the entire Board shall be necessary to and shall
constitute a quorum for the transaction of business at any meeting of directors,
unless otherwise provided by any applicable provision of law, by these Bylaws,
or by the Certificate of Incorporation. The act of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors, unless otherwise provided by any applicable
provision of law, by these Bylaws 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, until a
quorum shall be present.
Section 3.12. Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise.
Section 3.13. Books and Records. The directors may keep the
books of the Corporation, except such as are required by law to be kept within
the state, outside of the State of Delaware, at such place or places as they may
from time to time determine.
Section 3.14. Action Without a Meeting. Any action required or
permitted to be taken by the Board, or by a committee of the Board, may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent in writing to the adoption of a resolution authorizing the action.
Any such resolution and the written consents thereto by the members of the Board
or committee shall be filed with the minutes of the proceedings of the Board or
committee.
Section 3.15. Telephone Participation. Any one or more members
of the Board, or any committee of the board, may participate in a meeting of the
Board or committee by means of a conference telephone call or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
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Section 3.16. Committees of the Board. The Board, by
resolution adopted by a majority of the entire Board, may designate one or more
committees, each consisting of one or more directors. The Board may designate
one or more directors as alternate members of any such committee. Such alternate
members may replace any absent member or members at any meeting of such
committee. Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes of its meetings and report the same
to the Board. Except as otherwise provided by law, each such committee, to the
extent provided in the resolution establishing it, shall have and may exercise
all the authority of the Board with respect to all matters. However, no such
committee shall have power or authority to:
(a) amend the Certificate of Incorporation;
(b) adopt an agreement of merger or consolidation;
(c) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the
Corporation's property and assets;
(d) recommend to the stockholders a dissolution of
the Corporation or a revocation of a
dissolution;
(e) amend these Bylaws; and unless expressly so
provided by resolution of the Board, no such
committee shall have power or authority to:
(f) declare a dividend; or
(g) authorize the issuance of shares of the
Corporation of any class.
ARTICLE IV.
WAIVER
Section 4.1. Waiver. Whenever a notice is required to be given
by any provision of law, by these Bylaws, or by the Certificate of
Incorporation, a waiver thereof in writing, whether before or after the time
stated therein, shall be deemed equivalent to such notice. In addition, any
stockholder attending a meeting of stockholders 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 Board of Directors without
protesting prior to the meeting or at its commencement such lack of notice,
shall be conclusively deemed to have waived notice of such meeting.
ARTICLE V.
OFFICERS
Section 5.1. Executive Officers. The executive officers of the
Corporation shall be a Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer and a Secretary. Any person may hold two or more of such
offices. The executive officers of the Corporation shall be elected annually
(and from time to time by the Board of Directors, as vacancies occur), at the
annual meeting of the Board of Directors following the meeting of stockholders
at which the Board of Directors was elected. The Board of Directors may also
elect a Chairman of the Board.
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Section 5.2. Other Officers. The Board of Directors may
appoint such other officers and agents, including but not limited to, one or
more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as it shall at any time or from time to time deem
necessary or advisable.
Section 5.3. Authorities and Duties. All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the business and affairs of the Corporation as may
be provided in these Bylaws, or, to the extent not so provided, as may be
prescribed by the Board of Directors.
Section 5.4. Tenure and Removal. The officers of the
Corporation shall be elected or appointed to hold office until their respective
successors are elected or appointed. All officers shall hold office at the
pleasure of the Board of Directors, and any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors for
cause or without cause at any regular or special meeting.
Section 5.5. Vacancies. Any vacancy occurring in any office of
the Corporation, whether because of death, resignation or removal, with or
without cause, or any other reason, shall be filled by the Board of Directors.
Section 5.6. Compensation. The salaries and other compensation
of all officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.
Section 5.7. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the stockholders and the directors.
Section 5.8. Chief Executive Officer. The Chief Executive
Officer shall be the chief administrative and executive officer of the
Corporation, have general and active management of the business and affairs of
the Corporation and be responsible for its day-to-day operations, subject to the
control of the Board of Directors. The Chief Executive Officer shall see to it
that all orders and resolutions of the Board of Directors are carried into
effect.
Section 5.9. Vice Presidents. Each Vice President, if any,
shall have such powers and shall perform such duties as may from time to time be
assigned to him by the Board of Directors.
Section 5.10. Secretary. The Secretary shall attend all
meetings of the stockholders and all meetings of the Board of Directors and
shall record all proceedings taken at such meetings in a book to be kept for
that purpose; he shall see that all notices of meetings of stockholders and
meetings of the Board of Directors are duly given in accordance with the
provisions of these Bylaws or as required by law; he shall be the custodian of
the records and of the corporate seal or seals of the Corporation; he, or an
Assistant Secretary, shall have authority to affix the corporate seal or seals
to all documents, the execution of which, on behalf of the Corporation, under
its seal, is duly authorized, and when so affixed it may be attested by his
signature or the signature of such Assistant Secretary; and in general, he shall
perform all duties incident to the office of the Secretary of a corporation, and
such other duties as the Bard of Directors may from time to time prescribe.
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Section 5.11. Chief Financial Officer. The Chief Financial
Officer shall have charge of and be responsible for all funds, securities,
receipts and disbursements of the Corporation and shall deposit, or cause to be
deposited, in the name and to the credit of the Corporation, all moneys and
valuable effects in such banks, trust companies, or other depositories as shall
from time to time be selected by the Board of Directors. He shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; he shall render to the Chief Executive Officer and to each member
of the Board of Directors, whenever requested, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation; and in general, he shall perform all of the duties incident to the
office of the Chief Financial Officer or Treasurer of a corporation, and such
other duties as the Board of Directors may from time to time prescribe.
Section 5.12. Other Officers. The Board of Directors may also
elect or may delegate to the Chief Executive Officer the power to appoint such
other officers as it may at any time from time to time deem advisable, and any
officers so elected or appointed shall have such authority and perform such
duties as the Board of Directors or the Chief Executive Officer, if he shall
have appointed them, may from time to time prescribe.
ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS
Section 6.1. Form and Signature. The shares of the Corporation
shall be represented by certificates signed by the Chief Executive Officer or
any Vice President and by the Secretary or any Assistant Secretary or the Chief
Financial Officer, Treasurer or any Assistant Treasurer, and may bear the seal
of the Corporation or a facsimile thereof. Each certificate representing shares
shall state upon its face (a) that the Corporation is formed under the laws of
the State of Delaware, (b) the name of the person or persons to whom it is
issued, (c) the number of shares which such certificate represents and (d) the
par value, if any, of each share represented by such certificate.
Section 6.2. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares of stock to receive dividends or other distributions, 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 of stock, and shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person.
Section 6.3. Transfer of Stock. Upon surrender to the
Corporation or the appropriate transfer agent, if any, of the Corporation, of a
certificate representing shares of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and, in the event
that the certificate refers to any agreement restricting transfer of the shares
which it represents, proper evidence of compliance with such agreement, a new
certificate shall be issued to the person entitled thereto, and the old
certificate canceled and the transaction recorded upon the books of the
Corporation.
Section 6.4. Lost Certificates, etc. The Corporation may issue
a new certificate for shares in place of any certificate theretofore issued by
it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact 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 on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.
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Section 6.5. Record Date. For the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to express written consent to any corporate
action without a meeting, or for the purpose of determining stockholders
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 may fix, in advance, a record date. Such date shall not be more than
sixty (60) nor less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action.
Section 6.6. Regulations. Except as otherwise provided by law,
the Board may make such additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.
ARTICLE VII.
GENERAL PROVISIONS
Section 7.1. Dividends and Distributions. Dividends and other
distributions upon or with respect to outstanding shares of stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, bonds, property, or in stock of the
Corporation. The Board shall have full power and discretion, subject to the
provisions of the Certificate of Incorporation or the terms of any other
corporate document or instrument binding upon the Corporation to determine what,
if any, dividends or distributions shall be declared and paid or made.
Section 7.2. Checks, etc. All checks or demands for money and
notes or other instruments evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as may from time to time be designated by the Board of Directors.
Section 7.3. Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.
Section 7.4. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.
Section 7.5. General and Special Bank Accounts. The Board may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.
Section 7.6. Counterparts and Facsimile Signatures. Any and
all instruments executed for and on behalf of the Corporation may be executed in
one or more counterparts, each of which shall be deemed an original, all of
which together shall constitute one and the same instrument, each of which
counterpart shall be binding upon the party or parties executing same,
irrespective of whether or not all the parties have executed a counterpart
thereof. A telecopied facsimile of a duly executed counterpart of such
instrument shall be sufficient to evidence the binding agreement of each part to
the terms therein.
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ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS
Section 8.1. Indemnification by Corporation. To the extent
permitted by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.
ARTICLE IX.
ADOPTION AND AMENDMENTS
Section 9.1. Power to Amend. These Bylaws may be amended or
repealed in part and/or amended or repealed and restated in their entirety, and
any Bylaws may be adopted, amended or repealed by the Board of Directors;
provided that these Bylaws and any other Bylaws amended or adopted by the Board
of Directors may be amended or repealed, and any Bylaws repealed by the Board of
Directors may be reinstated, and new Bylaws may be adopted, by the stockholders
of the Corporation entitled to vote at the time for the election of directors.
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<PAGE> 13
CERTIFICATE BY SECRETARY
The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing code of bylaws was duly adopted by the initial
directors of the Corporation effective on the ____day of August, 2000.
IN WITNESS WHEREOF, I have signed this certification as of the ___ day
of August, 2000.
/s/ T. Ulrich Brechbuhl
-------------------------------
T. Ulrich Brechbuhl, Secretary
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