<PAGE>
EXHIBIT 3.13
BYLAWS
OF
CXR CORP.
A DELAWARE CORPORATION
ARTICLE I
Offices
Section 1. REGISTERED OFFICE. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle. (Del. Gen. Corp. Law Section 131)
Section 2. OTHER OFFICES. The corporation shall also have and
maintain a principal place of business at such place as may be fixed by the
Board of Directors and may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from
time to time determine or the business of the corporation may require. (Del.
Gen. Corp. Law Section 122 (8) )
ARTICLE II
CORPORATE SEAL
Section 3. CORPORATE SEAL. The corporate seal shall consist of a die
bearing the name of the corporation and the date of incorporation. (Del. Gen.
Corp. Law section 122(3))
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. PLACE OF MEETINGS. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the principal place of business of the corporation
as determined pursuant to Section 2 hereof. (Del. Gen. Corp. Law Section 211(a))
Section 5. ANNUAL MEETINGS. The annual meeting of the stockholders of
the corporation for the purpose of election of Directors and for such other
business as may lawfully come before it shall be held on such date and at such
time as may be designated from time to time by the Board of Directors. (Del.
Gen. Corp. Law Section 211(D))
Section 6. SPECIAL MEETINGS. Special meetings of the stockholders of
the corporation may be called, for any purpose or purposes, at any time by the
President, the Board of Directors
<PAGE>
or the holders of shares entitled to cast not less than 10% of the votes at
the meeting. (Del. Gen. Corp. Law Section 221(d))
Section 7. NOTICE OF MEETINGS. Except as otherwise provided by law
or the Certificate of Incorporation, written notice of each meeting of
stockholders shall be given not less than ten (l0) or mare than sixty (60)
days before the date of the meeting to each stockholder entitled to vote as
such meeting, such notice to specify the place, date and hour and purpose or
purposes of the meeting. Notice of the time, place and purpose of any meeting
of stockholders may be waived in writing, signed by the person entitled to
notice thereof, either before or after such meeting, and will be waived by
any stockholder by his attendance thereat in person or by proxy, except when
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. Any stockholder so waiving notice
of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given. (Del. Gen. Corp. Law
Sections 211, 229)
Section 8. QUORUM. At all meetings of stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business. Any shares, the voting of which at such
meeting has been enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at such meeting. In the
absence of a quorum any meeting of stockholders may be adjourned, from time to
time, by vote of the holders of a majority of the shares represented thereat,
but no other business shall be transacted at such meeting. Any meeting at which
a quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. Except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, all action taken by the holders of a majority of the voting power
represented at any meeting at which a quorum is present shall be valid and
binding upon the corporation. (Del. Gen. Corp. Law Section 216)
Section 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting
of stockholders, whether annual or special, may be adjourned from time to
time by the vote of a majority of the shares, the holders of which are
present either in person or by proxy. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
(Del. Gen. Corp. Law Section 222(c))
Section 10. VOTING. For the purpose of determining those stockholders
entitled to vote at any meeting of the stockholders, except as otherwise
provided by law, only persons in whose names shares stand on the stock records
of the corporation on the record date, as provided in Section 12 of these
Bylaws, shall be entitled to vote at any meeting of stockholders. Every person
entitled to vote or execute consents shall have the right to do so either in
person or by an
-2-
<PAGE>
agent or agents authorized by a written proxy executed by such person or his
dully authorized agent, which proxy shall be filed with the Secretary at or
before the meeting at which it is to be used. An agent so appointed need not
be a stockholder. No proxy shall be voted after three (3) years from its date
of creation unless the proxy provides for a longer period. All elections of
Directors shall be by written ballot, unless otherwise provided in the
Certificate of Incorporation. (Del. Gen. Corp. Law Section 211(e))
Section 11. JOINT OWNERS OF STOCK. If shares or other securities
having voting power stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety, or otherwise, or if two (2) of more persons
have the same fiduciary relationship respecting the same shares, unless the
Secretary is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect: (i) if only one (1) votes, his act binds all; (ii) if more
than one (1) vote, the act of the majority so voting binds all; or (iii) if
more than one (1) vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionately, or
may apply to the Delaware Court of Chancery for relief as provided in the
General Corporation Law of Delaware, Section 217(b)(3). If the instrument
filed with the Secretary shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of clause (iii) shall be
majority or even-split in interest. (Del. Gen. Corp. Law section 217 (b) )
Section 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order, showing the address of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (l0)
days prior to the meeting, either at a place within the city where the
meeting shall be held, which place shall be specified in the notice of the
meeting, or, if not specified, at the place where the meeting is to be held.
The list shall be produced and kept at the time and place of meeting during
the whole time thereof, and may be inspected by any stockholder who is
present. (Del. Gen. Corp. Law Section 219(a))
Section 13. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action required by statute to be taken at any
annual or special meeting of the stockholders, or any action which may be taken
at any annual or special meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing. (Del. Gen.
Corp. Law Section 22B(a), (c))
Section 14. ORGANIZATION. At every meeting of stockholders, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or, if the President is absent, any Vice President, or
in the absence of any such officer, a chairman of the
-3-
<PAGE>
meeting chosen by a majority in interest of the stockholders entitled to
vote, present in person or by proxy, shall act as chairman. The Secretary,
or, in his absence, an Assistant Secretary directed to do so by the President
or the Secretary, shall act as secretary of the meeting.
ARTICLE IV
DIRECTORS
Section 15. NUMBER AND TERM OF OFFICE. The Board of Directors shall
consist of four (4) or more members, the number thereof to be determined from
time to time by resolution of the Board of Directors. The authorized number of
Directors may not be reduced below four (4) without the vote or written consent
of stockholders holding eighty (80%) percent of the voting power of the
corporation. Except as provided in Section 17, the Directors shall be elected by
the stockholders at their annual meeting in each year and shall hold office
until the next annual meeting and until their successors shall be duly elected
and qualified. Directors need not be stockholders unless so required by the
Certificate of Incorporation. If for any cause the Directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these Bylaws. (Del. Code Ann. Sections 141(b), 211(b),
211(c))
Section 16. POWERS. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
incorporation. (Del. Gen. Corp. Law Section 471(a))
Section 17. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Directors, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this section in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board. (Del. Gen. Corp. Law Section 223(a) and (b))
Section 18. RESIGNATION. Any Director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more Directors shall resign 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 for the unexpired portion of the term of
the Director whose place shall be vacated and until his successor shall have
been duly elected and qualified. (Del. Gen. Corp. Law Sections 141(b), 223(d))
-4-
<PAGE>
Section 19. REMOVAL. At a special meeting of stockholders called for
the purpose and in the manner hereinabove provided, the Board of Directors, or
any individual Director, may be removed from office, with or without cause, and
a new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors.
Section 20. MEETINGS.
(a) ANNUAL MEETINGS. The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of
stockholders and at the place where such meeting is held. No notice of
annual meeting of the Board of Directors shall be necessary and such
meeting shall be held for the purpose of electing officers and
transacting such other business as may lawfully come before it.
(b) REGULAR MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of
Directors shall be held at any place within or without the State of
Delaware which has been designated by resolution of the Board of
Directors or the written consent of all Directors. (Del. Gen. Corp. Law
Section 141(g))
(c) SPECIAL MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of
Directors may be held at any time and place within or without the State
of Delaware whenever called by the President or a majority of the
Directors. (Del. Gen. Corp. Law Section 141(g))
(d) TELEPHONE MEETINGS. Any member of the Board of Directors,
or of any committee thereof, may participate in a meeting by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in
person at such meetings. (Del. Gen. Corp. Law section 141(i))
Section 21. NOTICE OF MEETINGS. Written notice of the time and place
of all regular and special meetings of the Board of Directors shall be
delivered personally to each Director, or sent to each Director by mail, or
by other form of written communication, at least one (1) day before the date
of the meeting. Notice of any meeting may be waived in writing at any time
before or after the meeting and will be waived by any Director by attendance
thereat, except when the Director attends the 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. (Del. Gen.
Corp. Law Section 229)
Section 22. WAIVER OF NOTICE. The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had a meeting duly held
after regular call and notice, if a quorum be present and if, either before or
after the meeting, each of the Directors to present shall sign a written waiver
of notice, or a consent to holding such meeting, or an approval of the minutes
thereof. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors, or any committee thereof,
need be specified in any written waiver of notice.
-5-
<PAGE>
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. (Del. Gen. Corp. Law
section 229)
Section 23. QUORUM AND VOTING.
(a) QUORUM. Unless the Certificate of Incorporation requires
as greater number, a quorum of the Board of Directors shall consist of
a majority of the exact number of Directors fixed from time to time in
accordance with Section 15 of these Bylaws, but not less than one (1);
provided, however, at any meeting, whether a quorum be present or
otherwise, a majority of the Directors present may adjourn from time to
time, without notice other than by announcement at the meeting. (Del.
Gen. Corp. Law Section 141(b))
(b) MAJORITY VOTE. At each meeting of the Board of Directors
at which a quorum is present all questions and business shall be
determined by a vote of a majority of the Directors present, unless a
different vote be required by law, the Certificate of Incorporation or
these Bylaws. (Del. Gen. Corp. Law Section 141(b))
Section 24. ACTION WITHOUT MEETINGS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board
or committee, as the case may be, consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board or
committee. (Del. Gen. Corp. Law Section 141(f))
Section 25. FEES AND COMPENSATION. Directors shall not receive any
stated salary for their services as Directors, but by resolution of the Board a
fixed fee, with or without expense of attendance, may be allowed for attendance
at each meeting and at each meeting of any committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity or as an officer thereof. (Del.
Gen. Corp. Law Section 141(h))
Section 26. COMMITTEES.
(a) EXECUTIVE COMMITTEE. The Board of Directors, may by
resolution passed by a majority of the whole Board, appoint an
Executive Committee to consist of one (1) or more members of the Board
of Directors. The Executive Committee, to the extent permitted by law
and specifically granted by the Board, shall have and may exercise when
the Board or Directors is not in session all the powers of the Board in
the management of the business and affairs of the corporation,
including, without limitation, the power and authority to authorize the
issuance of stock, except such committee shall not have the power or
authority to declare a dividend, to amend the Certificate of
Incorporation, to adopt an agreement of merger or consolidation, to
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to
recommend to the stockholders of the corporation a dissolution of the
corporation or a revocation of a dissolution or to amend these Bylaw.
(Del. Gen. Corp. Law Section 141(c))
-6-
<PAGE>
Section 27. OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, from time to time appoint
such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members
of the Board of Directors, and shall have such powers and perform such duties
as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the powers denied to
the Executive Committee in these Bylaws. (Del. Gen. Corp. Law Section 141(c))
Section 28. TERM. The members of all committees of the Board of
Directors shall serve a term coexistent with that of the Board of Directors
which shall have appointed such committee. The Board, subject to the provisions
of subsections (a) or (b) of this Section 24, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on the date of
his death or voluntary resignation. The Board may at any time for any reason
remove any individual committee member, and the Board may fill any committee
vacancy created by death, resignation, removal or increase in the number of
members of the committee. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. (Del. Gen. Corp. Law Section 141(c))
Section 29. MEETING. Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 24 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of
any such committee shall be held at any place which has been designated from.
time to time by resolution of such committee or by written consent of all
members thereof, and may be called by any Director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any Director by attendance thereat, except when the Director
attends such special 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. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee. (Del. Gen. Corp. Law
Sections 14l(c) , 229)
Section 30. ORGANIZATION. At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, any Vice President, or,
in the absence of any such officer, a chairman of the meeting chosen by a
majority of the Directors present, shall preside over the meeting. The
-7-
<PAGE>
Secretary, or in his absence, an Assistant Secretary directed to do so by the
President or the Secretary, shall act as secretary of the meeting.
ARTICLE V
OFFICERS
Section 31. OFFICERS DESIGNATED. The officers of the corporation shall
be the Chairman of the Board of Directors, the President, one or more Vice
Presidents, the Secretary, the Treasurer and the Controller, all of whom shall
be elected at the annual meeting of the Board of Directors. The Board of
Directors may also appoint one or more Assistant Secretaries, Assistant
Treasurers, and such other officers and agents with such powers and duties as it
shall deem necessary. The Board of Directors may assign such additional titles
to one or more of the officers as it shall deem appropriate. Any one person may
hold any number of offices the corporation at any one time unless specifically
prohibited therefrom by law. The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by the Board of
Directors. (Del. Gen. Corp. Law Sections l22(5), 142 (a), 142 (b))
Section 32. TENURE AND DUTIES OF OFFICERS.
(a) GENERAL. All officers shall hold office at the pleasure of
the Board of Directors and until their successors shall have been duly
elected and qualified, unless sooner removed. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
Board of Directors. If the office of any officer becomes vacant for any
reason, the vacancy may be filled by the Board of Directors. (Del. Gen.
Corp. Law Section 141 (b) and (e))
(b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman
of the Board of Directors shall perform such duties commonly incident
to his office and shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time.
(Del. Gen. Corp. Law Section 142 (a))
(c) DUTIES OF PRESIDENT. The President shall be the chief
executive officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation. The President
shall perform such other duties commonly incident to his office and
shall perform such other duties and have such other powers as the Board
of Directors shall designate from time to time. (Del. Gen. Corp. Law
Section 142(a))
(d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume
and perform the duties of the President in the absence or disability of
the President or whenever the office of President is vacant. The Vice
Presidents shall perform such other duties commonly incident to their
office and shall perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to
time. (Del. Gen. Corp. Law Section 142 (a))
Section 33. DUTIES OF SECRETARY. The Secretary shall attend all
meetings of the stockholders and of the Board of Directors, and shall record all
acts and proceedings thereof in
-8-
<PAGE>
the minute book of the corporation. The Secretary shall give notice in
conformity with these Bylaws of all meetings of the stockholders, and of all
meetings of the Board of Directors and any committee thereof requiring
notice. The Secretary shall keep the seal of the corporation in safe custody
and see that the seal is affixed to all documents authorized to be executed
on behalf of the corporation under its seal. The Secretary shall keep or
cause to be kept a stock register. The Secretary shall prepare, issue,
record, transfer and cancel certificates of stock of the corporation. The
Secretary shall act as custodian of the records of the corporation. The
Secretary shall keep a record of stock owned by the corporation in all
subsidiary and other companies. The Secretary shall perform all other duties
given in these Bylaws and shall perform such other duties. commonly incident
to his office and shall perform such other duties and have such other powers
as the Board of Directors or the President or the Vice President-Finance
shall designate from time to time. The President or the Vice
President-Finance may direct any Assistant Secretary to assume and perform
the duties of the Secretary in the absence or disability of the Secretary,
and each Assistant Secretary shall perform such other duties commonly
incident to his office and shall perform such other duties and have such
other powers as the Board of Directors or the President or the Vice
President-Finance or the Secretary shall designate from time to time. (Del.
Gen. Corp. Law Section 142(a))
Section 34. DUTIES OF TREASURER. The Treasurer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Treasurer shall perform all other duties commonly incident
to his office and shall perform such other duties and have such other powers as
the Beard of Directors or the President or the Vice President-Finance shall
designate from time to time. The President or the Vice President-Finance may,
direct any Assistant Treasurer to assume and perform the duties of the Treasurer
in the absence or disability of the Treasurer, and each Assistant Treasurer
shall perform such other duties commonly incident to his office and shall
perform such other duties and have such other powers as the board of Directors
or the President or the Vice President-Finance or the Treasurer shall designate
from time to time. (Del. Gen. Corp. Law Section 142(a))
Section 35. DUTIES OF CONTROLLER. The Controller shall keep or cause to
be kept the books of account of the corporation in a thorough and proper manner,
and shall render statements of the financial affairs of the corporation in such
form and as often as required by the Board of Directors or the President or the
Vice President-Finance. The Controller shall perform such other duties commonly
incident to his office and shall perform such other duties and have such other
powers as the Board of Directors or the President or Vice President-Finance
shall designate from time to time. (Del. Gen. Corp. Law Section 142(a))
Section 36. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. (Del. Gen. Corp. Law
Section 142(b))
-9-
<PAGE>
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY
THE CORPORATION
Section 37. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation. (Del. Gen.
Corp. Law Sections 103 (a), 142 (a), 158)
Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or any Assistant Secretary. A11 other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, shall
be executed as aforesaid or in such other manner as may be directed by the Board
of Directors. (Del. Gen. Corp. Law Sections 103(a), 142(a), 158)
All checks and drafts drawn on banks or other depositories on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as ,the Board of Directors shall authorize so
to do. (Del. Gen. Corp. Law Sections 103(a), 142(a), 158)
Section 38. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock
and other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.
(Del. Gen. Corp. Law Section 123)
ARTICLE VII
SHARES OF STOCK
Section 39. FORM AND EXECUTION OF CERTIFICATES. CERTIFICATES.
Certificates for the shares of stock of the corporation shall be in such form as
is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman of the Board of
Directors, or the President or any Vice President and by the Secretary or any
Assistant Secretary, certifying the number of shares owned by him in the
corporation. Where such certificate is countersigned by a transfer agent other
than the corporation or its employee, or by a registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile
-10-
<PAGE>
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent
or registrar at the date of issue. Each certificate shall state upon the face
or back thereof, in full or in summary, all of the designations, preferences,
limitations, restrictions on transfer and relative rights of the shares
authorized to be issued. (Del. Gen. Corp. Law Section 158)
Section 40. LOST CERTIFICATES. A new certificate shall be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. The corporation may require, as a condition precedent to the
issuance of a new certificate or certificates, the owners of such lost, stolen,
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require or to give the corporation
a surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
Section 41. TRANSFERS. Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares. (Del. Code Ann.,
tit.5A, Section 8-401)
Section 42. FIXING RECORD DATES. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less then
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (ii) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be the day on which the first written consent is
expressed; and (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the date on which the Board of
Directors adopts the resolution relating thereto A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting: provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. (Del. Gen. Corp.
Law Section 213)
Section 43. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have
-11-
<PAGE>
express or other notice thereof, except as otherwise provided by the laws of
Delaware. (Del. Gen. Corp. Law Sections 213(a), 219)
ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION
Section 44. EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates,
may be signed by the Chairman of the Board of Directors, the President or any
Vice President, or such other person as may be authorized by the Board of
Directors, and the corporate seal impressed thereon or a facsimile of such seal
imprinted thereon and attested by the signature of the Secretary or an Assistant
Secretary; provided, however, that where any such bond, debenture or other
corporate security shall be authenticated by the manual signature of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and attesting
the corporate seal on such bond, debenture or other corporate security may be
the imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary or such other
person as may be authorized by the Board of Directors, or bear imprinted thereon
the facsimile signature of such person. In case any officer who shall have
signed or attested any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debentures
or other corporate security nevertheless may be adopted by the corporation and
issued and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon and not ceased to be such officer of the
corporation.
ARTICLE IX
DIVIDENDS
Section 45. DECLARATION OF DIVIDENDS. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of'
Incorporation, may be declared by the Board of Directors pursuant to law at any
regular or special meeting. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. (Del. Gen. Corp. Law Sections 170, 173)
ARTICLE X
FISCAL YEAR
Section 46. FISCAL YEAR. The fiscal year of the corporation shall end
on June 30 of every year.
-12-
<PAGE>
ARTICLE XI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
Section 47. GENERAL RIGHT TO INDEMNIFICATION. Any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a Director, officer or employee of the
corporation, or is or was, at the request of the corporation, (a) serving as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or (b) administering or assisting the
administration of any employee benefit plan of the corporation, shall be
indemnified by the corporation against expenses (including attorneys' fees),
judgments, ,fines and amounts paid in settlement actually and reasonably
incurred by him in connection With such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of. the corporation or such plan, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or such plan, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that this
conduct was unlawful. (Del. Gen. Corp. Law Section 145(a))
Section 48. INDEMNIFICATION IN DERIVATIVE ACTIONS. Any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director,
officer or employee of the corporation, or is or was, at the request of the
corporation, (a) serving as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, or (b)
administering or assisting in the administration of any employee benefit plan of
the corporation, shall be indemnified by the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be is or is not opposed to
the best interests of the corporation or such plan and except. that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation or such plan unless
and only to the extent that the Delaware Court of chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware court of chancery or other such court shall deem proper.
(Del. Gen. Core. Law Section l45(b))
Section 49. INDEMNIFICATION IN DERIVATIVE ACTIONS. To the extent that a
Director, officer or employee of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Sections 47 or 48 above, or in defense of ally claim, issue or matter therein,
he shall be indemnified against all expanses (including attorneys'
-13-
<PAGE>
fees) actually and reasonably incurred by him in connection therewith. (Del.
Gen. Corp.. Law Section 145(c))
Section 50. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any
indemnification under Sections 40 or 41 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer or employee is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 40 and 41. Such determination shall be made (i) by
the Board of Directors by a majority vote of a quorum of Directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by a
majority vote of a quorum of the stockholders. (Del. Gen. Corp. Law Section
145(c) and (d))
Section 51. AUTHORITY TO ADVANCE EXPENSES. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the Director, officer or employee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized by this Article.
(Del. Gen. Corp. Law section 145(e))
Section 52. PROVISIONS NONEXCLUSIVE. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which an agent
seeking indemnification may be entitled under any bylaw, agreement, employee
benefit plan of the corporation, vote of stockholders or disinterested Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The indemnification provided by this
Article shall continue as to a person who has ceased to be a Director, officer
or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person. (Gel. Gen. Corp. Law Section la-5(f) and (7) )
Section 53. AUTHORITY TO INSURE. The corporation is authorized to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer or employee of the corporation, or is or was, at the request
of the corporation, (a) serving as a director, officer or employee of another
corporation, partnership, joint. venture. trust or other enterprise, or (b)
administering or assisting in the administration of any employee benefit plan of
the corporation, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article. (Del. Can. Core. Law Section 145(g))
Section 54. DEFINITION OF CORPORATION. For the purposes of references
to "the corporation" include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had authority to indemnity its
directors, officers and employees so that any person who is or was a director,
officer or employee of such constituent corporation or is or was, at the request
of such constituent corporation, (a) serving as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
or (b) administering or assisting, in the administration of any employee benefit
plan of the constituent corporation, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
-14-
<PAGE>
corporation as he would have with respect to such constituent corporation if its
separate existence had continued (Del. Gen. Corp. Law Section 145(h))
Section 55. SEVERABILITY. The invalidity or unenforceability of any
provision of this Article shall not affect the validity or enforceability of the
remaining provisions of this Article.
ARTICLE XII
NOTICES
Section 56. NOTICE TO STOCKHOLDERS. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent. (Del. Gen. Corp. Law
Section 222)
(a) NOTICE TO DIRECTORS. Any notice required to be given to
any Director may be given by the method stated in subsection (a), or by
telegram, except that such notice ether than One which is delivered
personally shall be sent to such address as such Director shall have
filed in writing with the secretary, or, in the absence of such filing
to the last known post office address of such Director. (Del. Can.
Core. Law Section 222)
(b) ADDRESS UNKNOWN. If no address of a stockholder or
Director be known, notice may be sent to the principal business office
of the corporation as the Board of Directors shall fix pursuant to
Section 2 of these Bylaws. (Del. Gen. Corp. Law
(c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by
a duly authorized and competent employee of the corporation or its
transfer agent appointed with respect to the class of stock affected,
specifying the name and address or the names and addresses of the
stockholder or stockholders, or Director or Directors, to whom any
notice or notices was or were given, and the time and method of giving
the same, shall be conclusive evidence of the statements therein
contained. (Del. Gen. Corp. Law Section 222)
(d) TIME NOTICES DEEMED GIVEN. All notices given by mail, as
above provided, shall be deemed to have been given as at the time of
mailing and all notices given by telegram shall be deemed to have been
given as at the sending time recorded by the telegraph company
transmitting the notices. (Del. Gen. Corp. Law Section 222)
(e) METHODS OF NOTICE. It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but
one permissible method may be employed in respect of any one or more,
and any other permissible method or methods may be employed in respect
of any other or others. (Del. Gen. Corp. Law Section 222)
-15-
<PAGE>
ARTICLE XIII
AMENDMENTS
Section 57. AMENDMENTS. These Bylaws may be repealed, altered or
amended or new Bylaws adopted by the stockholders. The Board of Directors shall
also have the authority, if such authority is conferred upon the Board of
Directors by the Certificate of Incorporation, to repeal, alter or amend these
Bylaws or adopt new Bylaws, subject to the power of the stockholders to change
or repeal such Bylaws. (Del. Code Ann. Sections 109(a), 122(6))
-16-
