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Exhibit 3.4
RESTATED BYLAWS
OF
CASCADE MICROTECH, INC.
ARTICLE I
OFFICES
1.1 PRINCIPAL OFFICE. The principal office of the corporation shall be
located at 14255 S.W. Brigadoon Court, Suite B, Beaverton, Oregon 97005. The
corporation may have such other offices as the Board of Directors may designate
or as the business of the corporation may from time to time require.
1.2 REGISTERED OFFICE. The registered office of the corporation
required by the Oregon Business Corporation Act to be maintained in the State of
Oregon may be, but need not be, identical with the principal office in the State
of Oregon, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be in
the month of April, on a date to be set by the Board of Directors. The failure
to hold an annual meeting at the time stated herein shall not affect the
validity of any corporate action.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President or by the Board of Directors and shall be called by the
President (or in the event of absence, incapacity, or refusal of the President,
by the Secretary or any other officer) at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting. The requesting shareholders shall sign, date, and deliver to the
Secretary a written demand describing the purpose or purposes for holding the
special meeting.
2.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at
the principal business office of the corporation or at such other place, within
or without the State of Oregon, as may be determined by the Board of Directors.
2.4 NOTICE OF MEETINGS. Written notice stating the date, time, and
place of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be mailed to each shareholder
entitled to vote at the meeting at the shareholder's address shown in the
corporation's current record of shareholders, with postage thereon prepaid, not
less than 10 nor more than fifty (50) days before the date of the meeting.
2.5 WAIVER OF NOTICE. A shareholder may at any time waive any notice
required by law, the Articles of Incorporation, or these Restated Bylaws. The
waiver must be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the corporation for inclusion in the minutes for
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filing with the corporate records. A shareholder's attendance at a meeting
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting. The shareholder's attendance also 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
shareholder objects to considering the matter when it is presented.
2.6 RECORD DATE
(a) For the purpose of determining shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, or to vote or to
take any other action, the Board of Directors may fix a future date as the
record date for any such determination of shareholders, such date in any case to
be not more than 70 days before the meeting or action requiring a determination
of shareholders. The record date shall be the same for all voting groups.
(b) A determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.
(c) If a court orders a meeting adjourned to a date more than 120
days after the date fixed for the original meeting, it may provide that the
original record date continue in effect or it may fix a new record date.
2.7 SHAREHOLDERS' LIST FOR MEETING. After the record date for a
shareholders' meeting is fixed by the Board of Directors, the Secretary of the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the shareholders' meeting. The list must be
arranged by voting group and within each voting group by class or series of
shares and show the address of and number of shares held by each shareholder.
The shareholders' list must be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. The corporation shall make the shareholders'
list available at the meeting, and any shareholder or the shareholder's agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment. Refusal or failure to prepare or make available the shareholders'
list does not affect the validity of action taken at the meeting.
2.8 QUORUM; ADJOURNMENT. Shares entitled to vote as a separate voting
group may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. A majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action in that matter. A majority of shares represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a different
time and place without further notice to any shareholder of any adjournment. At
such adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting originally held. Once
a share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting, unless a new record date is set for the adjourned meeting.
2.9 VOTING REQUIREMENTS; ACTION WITHOUT MEETING. Unless otherwise
provided in the Articles of Incorporation, each outstanding share entitled to
vote shall be entitled to
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one vote upon each matter submitted to a vote at a meeting of shareholders. If a
quorum exists, action on a matter, other than the election of directors, is
approved if the votes cast by the shares entitled to vote favoring the action
exceed the votes cast opposing the action, unless a greater number of
affirmative votes is required by law or the Articles of Incorporation. If a
quorum exists, directors are elected by a plurality of the votes cast by the
shares entitled to vote unless otherwise provided in the Articles of
Incorporation. No cumulative voting for directors shall be permitted unless the
Articles of Incorporation so provide. Action required or permitted by law to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action and delivered to the
corporation for inclusion in the minutes for filing with the corporate records.
Action taken under this section is effective when the last shareholder signs the
consent, unless the consent specifies an earlier or later effective date. If the
law requires that notice of proposed action be given to nonvoting shareholders
and the action is to be taken by unanimous consent of the voting shareholders,
the corporation must give its nonvoting shareholders written notice of the
proposed action at least 10 days before the action is taken. The notice must
contain or be accompanied by the same material that, under the Oregon Business
Corporation Act, would have been required to be sent to nonvoting shareholders
in a notice of meeting at which the proposed action would have been submitted to
the shareholders for action.
2.10 PROXIES.
(a) A shareholder may vote shares in person or by proxy by
signing an appointment, either personally or by the shareholder's
attorney-in-fact. An appointment of a proxy shall be effective when received by
the Secretary or other officer of the corporation authorized to tabulate votes.
An appointment is valid for 11 months unless a longer period is provided in the
appointment form. An appointment is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest that has not been extinguished.
(b) The death or incapacity of a shareholder appointing a proxy
shall not affect the right of the corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the Secretary or other
officer authorized to tabulate votes before the proxy exercises the proxy's
authority under the appointment.
2.11 CORPORATION'S ACCEPTANCE OF VOTES.
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the corporation, if acting
in good faith, is entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of a shareholder, the corporation,
if acting in good faith, is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder
if:
(i) The shareholder is an entity and the name signed
purports to be that of an officer or agent of the entity;
(ii) The name signed purports to be that of an
administrator, executor, guardian, or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
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corporation has been presented with respect to the vote, consent, waiver, or
proxy appointment;
(iii) The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment;
(iv) The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
(v) Two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.
(c) The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the Secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
(d) The shares of a corporation are not entitled to vote if they
are owned, directly or indirectly, by a second corporation, and the first
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation; provided, however, a corporation
may vote any shares, including its own shares, held by it in a fiduciary
capacity.
(e) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this provision shall not be liable in damages
to the shareholder for the consequences of the acceptance or rejection.
Corporate action based on the acceptance or rejection of a vote, consent,
waiver, or proxy appointment under this provision is valid unless a court of
competent jurisdiction determines otherwise.
ARTICLE III
BOARD OF DIRECTORS
3.1 DUTIES. All corporate powers shall be exercised by or under the
authority of the Board of Directors and the business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors.
3.2 NUMBER, ELECTION, AND QUALIFICATION. The number of directors of
the corporation shall be a minimum of four (4) and a maximum of seven (7), as
determined from time to time by the Board of Directors. The shareholders or
Board of Directors may change from time to time the number of directors. If the
Articles of Incorporation establish the number of directors, then, after shares
are issued, only the shareholders may change the number of directors. The
directors shall hold office until the next annual meeting of shareholders.
Directors need not be residents of the State of Oregon or shareholders of the
corporation. The number of directors may be increased or decreased from time to
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time by amendment of the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent director.
3.3 CHAIRMAN OF THE BOARD OF DIRECTORS. The directors may elect a
director to serve as Chairman of the Board of Directors to preside at all
meetings of the Board of Directors and to fulfill any other responsibilities
delegated by the Board of Directors.
3.4 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Section 3.4 immediately after, and
at the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Oregon, for the holding of additional regular meetings without other
notice than the resolution.
3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Oregon, as the place for
holding any special meeting of the Board of Directors called by them.
3.6 NOTICE. Notice of the date, time, and place of any special meeting
of the Board of Directors shall be given at least three days prior to the
meeting by any means provided by law. If mailed, notice shall be deemed to be
given upon deposit in the United States mail addressed to the director at the
director's business address, with postage thereon prepaid. If by telegram,
notice shall be deemed to be given when the telegram is delivered to the
telegraph company. Notice by all other means shall be deemed to be given when
received by the director or a person at the director's business or residential
address whom the person giving notice reasonably believes will deliver or report
the notice to the director within 24 hours. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted 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.
3.7 WAIVER OF NOTICE. A director may at any time waive any notice
required by law, the Articles of Incorporation, or these Bylaws. Unless a
director attends or participates in a meeting, a waiver must be in writing, must
be signed by the director entitled to notice, must specify the meeting for which
notice is waived, and must be filed with the minutes or corporate records.
3.8 QUORUM. A majority of the number of directors fixed by Section 3.2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.
3.9 MANNER OF ACTING.
(a) The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors, unless
a different number is provided by law, the Articles of Incorporation, or these
Bylaws.
(b) Members of the Board of Directors may hold a board meeting by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
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Participation in such a meeting shall constitute presence in person at the
meeting.
(c) Any action that is required or permitted to be taken by the
directors at a meeting may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors
entitled to vote on the matter. The action shall be effective on the date when
the last signature is placed on the consent or at such earlier or later time as
is set forth therein. Such consent, which shall have the same effect as a
unanimous vote of the directors, shall be filed with the minutes of the
corporation.
3.10 VACANCIES. Any vacancy, including a vacancy resulting from an
increase in the number of directors, occurring on the Board of Directors may be
filled by the shareholders, the Board of Directors, or the affirmative vote of a
majority of the remaining directors if less than a quorum of the Board of
Directors, or by a sole remaining director. If the vacant office is filled by
the shareholders and was held by a director elected by a voting group of
shareholders, then only the holders of shares of that voting group are entitled
to vote to fill the vacancy. Any directorship not so filled by the directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose. A director elected to fill a vacancy shall
be elected to serve until the next annual meeting of shareholders and until a
successor shall be duly elected and qualified. A vacancy that will occur at a
specific later date, by reason of a resignation or otherwise, may be filled
before the vacancy occurs, and the new director shall take office when the
vacancy occurs.
3.11 COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
3.12 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or a committee of the Board of
Directors shall be presumed to have assented to the action taken (a) unless the
director's dissent to the action is entered in the minutes of the meeting, (b)
unless a written dissent to the action is filed with the person acting as the
secretary of the meeting before the adjournment thereof or forwarded by
certified or registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting or (c) unless the director objects at the
meeting to the holding of the meeting or transacting business at the meeting.
The right to dissent shall not apply to a director who voted in favor of the
action.
3.13 DIRECTOR CONFLICT OF INTEREST.
(a) A transaction in which a director of the corporation has a
direct or indirect interest shall be valid notwithstanding the director's
interest in the transaction if the material facts of the transaction and the
director's interest are disclosed or known to the Board of Directors or a
committee thereof and it authorizes, approves, or ratifies the transaction by a
vote or consent sufficient for the purpose without counting the votes or
consents of directors with a direct or indirect interest in the transaction; or
the material facts of the transaction and the director's interest are disclosed
or known to shareholders entitled to vote and they, voting as a single group,
authorize, approve, or ratify the transaction by a majority vote; or the
transaction is fair to the corporation.
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(b) A conflict of interest transaction may be authorized,
approved, or ratified if it receives the affirmative vote of a majority of
directors on the Board of Directors or a committee thereof who have no direct or
indirect interest in the transaction. If a majority of such directors vote to
authorize, approve, or ratify the transaction, a quorum is present for the
purpose of taking action.
(c) A conflict of interest transaction may be authorized,
approved, or ratified by a majority vote of shareholders entitled to vote
thereon. Shares owned by or voted under the control of a director or an entity
controlled by a director who has a direct or indirect interest in the
transaction are entitled to vote with respect to a conflict of interest
transaction. A majority of the shares, whether or not present, that are entitled
to be counted in a vote on the transaction constitutes a quorum for the purpose
of authorizing, approving, or ratifying the transactions.
(d) A director has an indirect interest in a transaction if (i)
another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction or (ii)
another entity of which the director is a director, officer, or trustee is a
party to the transaction and the transaction is or should be considered by the
Board of Directors.
3.14 REMOVAL. The shareholders may remove one or more directors with
or without cause at a meeting called expressly for that purpose, unless the
Articles of Incorporation provide for removal for cause only. If a director is
elected by a voting group of shareholders, only those shareholders may
participate in the vote to remove the director.
3.15 RESIGNATION. Any director may resign by delivering written notice
to the Board of Directors, its chairperson, or the corporation. Such resignation
shall be effective, unless the notice specifies a later effective date, (a) on
receipt, (b) five days after its deposit in the United States mails, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested, and
the receipt is signed by addressee. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board of Directors.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
4.1 DESIGNATION OF EXECUTIVE COMMITTEE. The Board of Directors may
designate two or more directors to constitute an executive committee. The
designation of an executive committee, and the delegation of authority to it,
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law. No member of the executive committee shall
continue to be a member thereof after ceasing to be a director of the
corporation. The Board of Directors shall have the power at any time to increase
or decrease the number of members of the executive committee, to fill vacancies
thereon, to change any member thereof, and to change the functions or terminate
the existence thereof. The creation of the executive committee and the
appointment of members to it shall be approved by a majority of the directors in
office when the action is taken, unless a greater number is required by the
Articles of Incorporation or these Bylaws.
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4.2 POWERS OF EXECUTIVE COMMITTEE. During the interval between
meetings of the Board of Directors, and subject to such limitations as may be
imposed by resolution of the Board of Directors, the executive committee may
have and may exercise all the authority of the Board of Directors in the
management of the corporation, provided that the committee shall not have the
authority of the Board of Directors with respect to the following matters:
authorizing distributions; approving or proposing to the shareholders actions
that are required to be approved by the shareholders under the Articles of
Incorporation or these Bylaws or by law; filling vacancies on the Board of
Directors or any committee thereof; amending the Articles of Incorporation;
adopting, amending, or repealing bylaws; approving a plan of merger not
requiring shareholder approval; authorizing or approving a reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; authorizing or approving the issuance or sale or contract for sale of
shares or determining the designation and relative rights, preferences, and
limitations of a class or series of shares except within limits specifically
prescribed by the Board of Directors.
4.3 PROCEDURES; MEETINGS; QUORUM.
(a) The Board of Directors shall appoint a chairperson from among
the members of the executive committee and shall appoint a secretary who may,
but need not, be a member of the executive committee. The chairperson shall
preside at all meetings of the executive committee and the secretary of the
executive committee shall keep a record of its acts and proceedings, which shall
be filed with the minutes of the corporation.
(b) Regular meetings of the executive committee, of which no
notice shall be necessary, shall be held on such days and at such places as
shall be fixed by resolution adopted by the executive committee. Special
meetings of the executive committee shall be called at the request of the
President or of any member of the executive committee, and shall be held upon
such notice as is required by these Bylaws for special meetings of the Board of
Directors.
(c) Attendance of any member of the executive committee at a
meeting shall constitute a waiver of notice of the meeting. A majority of the
executive committee, from time to time, shall be necessary to constitute a
quorum for the transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the executive committee. Members of the executive committee may hold a meeting
of such committee by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at the
meeting.
(d) Any action that is required or permitted to be taken at a
meeting of the executive committee may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all members of
the executive committee entitled to vote on the matter. The action shall be
effective on the date when the last signature is placed on the consent or at
such earlier or later time as is set forth therein. Such consent, which shall
have the same effect as a unanimous vote of the members of the executive
committee, shall be filed with the minutes of the corporation.
(e) The Board of Directors may approve a reasonable fee for the
members of the executive committee as compensation for attendance at meetings of
the executive committee.
4.4 OTHER COMMITTEES. By the approval of a majority of the directors
when the action is taken (unless a greater number is required by the
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Articles of Incorporation), the Board of Directors, by resolution, may create
one or more additional committees, appoint directors to serve on them, and
define the duties of such committee or committees. Each such committee shall
have two or more members, who shall serve at the pleasure of the Board of
Directors. Such additional committee or committees shall not have the powers
proscribed in Section 4.2.
ARTICLE V
OFFICERS
5.1 NUMBER. The officers of the corporation shall be a President and a
Secretary. Such other officers and assistant officers as are deemed necessary or
desirable may be appointed by the Board of Directors and shall have such powers
and duties prescribed by the Board of Directors or the officer authorized by the
Board of Directors to prescribe the duties of other officers. A duly appointed
officer may appoint one or more officers or assistant officers if such
appointment is authorized by the Board of Directors. Any two or more offices may
be held by the same person.
5.2 APPOINTMENT AND TERM OF OFFICE. The officers of the corporation
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors held after the annual meeting of the shareholders. If the
officers shall not be appointed at the meeting, a meeting shall be held as soon
thereafter as is convenient for such appointment of officers. Each officer shall
hold office until a successor shall have been duly appointed and qualified or
until the officer's death, resignation, or removal.
5.3 QUALIFICATION. An officer need not be a director, shareholder, or
a resident of the State of Oregon.
5.4 RESIGNATION AND REMOVAL. An officer may resign at any time by
delivering notice of such resignation to the corporation. A resignation is
effective on receipt unless the notice specifies a later effective date. If the
corporation accepts a specified later effective date, the Board of Directors may
fill the pending vacancy before the effective date, but the successor may not
take office until the effective date. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board of Directors. Any
officer appointed by the Board of Directors may be removed at any time with or
without cause. Appointment of an officer shall not of itself create contract
rights. Removal or resignation of an officer shall not affect the contract
rights, if any, of the corporation or the officer.
5.5 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
5.6 PRESIDENT. The President shall be the chief operating officer of
the corporation and shall be in general charge of its business and affairs,
subject to the control of the Board of Directors. The President shall preside at
all meetings of shareholders and at all meetings of directors (unless there is
an acting Chairman of the Board presiding at the meeting). The President may
execute on behalf of the corporation all contracts, agreements, stock
certificates, and other instruments. The President shall from time to time
report to the Board of Directors all matters within the President's knowledge
affecting the corporation that should be brought to the attention of the Board
of Directors. The President shall vote all shares of stock in other corporations
owned by the corporation and is empowered to execute proxies, waivers of notice,
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consents, and other instruments in the name of the corporation with respect to
such stock. The President shall perform other duties assigned by the Board of
Directors.
5.7 VICE PRESIDENTS. In the absence of the President or in the event
of the President's death or inability or refusal to act, the Vice President (or,
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election), if any, shall perform the
duties of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice President shall
perform other duties assigned by the President or by the Board of Directors.
5.8 SECRETARY. The Secretary shall prepare the minutes of all meetings
of the directors and shareholders, shall have custody of the minute books and
other records pertaining to the corporate business, and shall be responsible for
authenticating the records of the corporation. The Secretary shall countersign
all instruments requiring the seal of the corporation and shall perform other
duties assigned by the Board of Directors. In the event no Vice President exists
to succeed to the President under the circumstances set forth in Section 5.7
above, the Secretary shall make such succession.
5.9 ASSISTANT SECRETARIES. The Assistant Secretaries, when authorized
by the Board of Directors or the Bylaws, may sign, with the President or Vice
President, certificates for shares of the corporation the issuance of which
shall have been authorized by resolution of the Board of Directors. The
Assistant Secretaries shall, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Secretaries shall, in
general, perform such duties as shall be specifically assigned to them in
writing by the President or the Board of Directors.
5.10 SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary because the officer is also a director of the corporation.
ARTICLE VI
ISSUANCE OF SHARES
6.1 CERTIFICATES FOR SHARES.
(a) Certificates representing shares of the corporation shall be
in a form determined by the Board of Directors. Such certificates shall be
signed, either manually or in facsimile, by two officers of the corporation, at
least one of whom shall be the President or a Vice President, and may be sealed
with the seal of the corporation or a facsimile thereof. All certificates for
shares shall be consecutively numbered or otherwise identified.
(b) Every certificate for shares of stock that are subject to any
restriction on transfer pursuant to the Articles of Incorporation, the Bylaws,
applicable securities laws, agreements among or between shareholders, or any
agreement to which the corporation is a party shall have conspicuously noted on
the face or back of the certificate either (i) the full text of the restriction
or (ii) a statement of the existence of such restriction and that the
corporation retains a copy of the restriction. Every certificate issued when the
corporation is authorized to issue more than one class or series of stock shall
set forth on its face or back either (i) the full text of the designations,
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relative rights, preferences, and limitations of the shares of each class and
series authorized to be issued and the authority of the Board of Directors to
determine variations for future series or (ii) a statement of the existence of
such designations, relative rights, preferences, and limitations and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.
(c) The name and mailing address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. Each
shareholder shall have the duty to notify the corporation of his or her mailing
address. All certificates surrendered to the corporation for transfer shall be
canceled, and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the corporation as the Board of
Directors prescribes.
6.2 TRANSFER OF SHARES. A transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by the holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
6.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the corporation, with such powers and duties as the Board of Directors
determines by resolution. The signatures of officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or by a registrar other than the corporation itself or an employee of the
corporation.
6.4 OFFICER CEASING TO ACT. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS, AND OTHER INSTRUMENTS
7.1 CONTRACTS. The Board of Directors may authorize any officer or
officers and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
7.2 LOANS. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
7.3 CHECKS; DRAFTS. All checks, drafts, or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers and agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
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7.4 DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 SEAL. The Board of Directors from time to time may provide for a
seal of the corporation, which shall be circular in form and shall have
inscribed thereon the name of the corporation, the state of incorporation and
the words "Corporate Seal."
8.2 SEVERABILITY. Any determination that any provision of these Bylaws
is for any reason inapplicable, invalid, illegal, or otherwise ineffective shall
not affect or invalidate any other provision of these Bylaws.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, or repealed and new bylaws may
be adopted by the Board of Directors at any regular or special meeting, subject
to repeal or change by action of the shareholders of the corporation.
/s/ Steven E. Wynne
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Steven E. Wynne, Secretary
ADOPTED: May 1, 1990.
12 - RESTATED BYLAWS
