AMENDED AND RESTATED BYLAWS
OF
MOTIENT CORPORATION
(As of May 23, 2000)
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TABLE OF CONTENTS
Page
ARTICLE I. OFFICES....................................... 1
ARTICLE II. MEETINGS OF STOCKHOLDERS...................... 1
ARTICLE III. DIRECTORS..................................... 5
ARTICLE IV. NOTICES....................................... 9
ARTICLE V. OFFICERS...................................... 9
ARTICLE VI. CERTIFICATES OF STOCK......................... 12
ARTICLE VII. PROCUREMENT................................... 14
ARTICLE VIII. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.................................. 14
ARTICLE IX. GENERAL PROVISIONS............................ 15
ARTICLE X. AMENDMENTS.................................... 15
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ARTICLE I.
OFFICES
SECTION 1. The registered office of MOTIENT CORPORATION (the "Corporation")
shall be in the City of Wilmington, County of New Castle, State of Delaware, or
such other place within the State of Delaware as the board of directors may from
time to time determine.
SECTION 2. The Corporation 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.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 1. All meetings of the stockholders for the election of directors
or for any other purpose shall be held at such time and place, within or without
the State of Delaware, but within the United States of America, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2. Annual meetings of the stockholders of the Corporation for the
purpose of electing directors and for the transaction of such other business as
may be properly brought before such meetings shall be held on the third Thursday
of April in each year, or at such other time, date and place as the board of
directors shall determine by resolution.
SECTION 3. Written notice of the annual meeting of stockholders stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days before the
date of the meeting.
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SECTION 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number and class of shares registered in the name of each
stockholder. Such list shall be open for examination by any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of the holder or holders of Common Stock
representing at least 33-1/3% of the shares of Common Stock issued and
outstanding and entitled to vote. A special meeting of the holders of the Common
Stock for the sole purpose of electing all of the directors of the Corporation
shall be called by the president or secretary promptly upon the receipt by the
secretary of a written request from the holder or holders of Common Stock
representing that percentage of the shares of Common Stock then issued and
outstanding that would be sufficient to elect at least one director if such
shares of Common Stock were then cumulatively voted in an election of the entire
board of directors.
SECTION 6. Written notice of a special meeting of stockholders stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
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SECTION 7. The holders of a majority of the Common Stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the holders of Common Stock
for the transaction of business except as otherwise provided by statute or by
the Certificate of Incorporation. If, however, such quorum shall not be present
or represented at any meeting of the holders of Common Stock, the holders of
Common Stock 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 have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
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 holder of
Common Stock of record entitled to vote at the meeting.
SECTION 8. When a quorum is present at any meeting of holders of Common
Stock, the affirmative vote of the holders of a majority of the Common Stock
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law, the Certificate of Incorporation or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
SECTION 9. At every meeting of the holders of Common Stock each holder of
Common Stock shall be entitled to one vote in person or by proxy for each share
of the Common Stock held by such stockholder for each matter with respect to
which the holders of Common Stock are entitled to vote except for the election
of directors, which shall be by cumulative voting as provided in the Certificate
of Incorporation.
SECTION 10. The stock ledger of the Corporation shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list
required by Article II, Section 4 and the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.
SECTION 11. Votes by written ballot at any meeting of stockholders may be
conducted by one or more inspectors, appointed for that purpose, either by the
board of directors or by the chairman of the meeting. The inspector or
inspectors may decide upon the qualifications of voters and the validity of
proxies, may count the votes and declare the result and take such other actions
as required by applicable law.
SECTION 12. The Chairman of the Board, or, in the absence of the Chairman
of the Board, the Chairman of the Executive Committee or, in the absence of the
Chairman of the Executive Committee, the President, or, in the absence of any of
them, any Vice President, in order of their election, shall preside at meetings
of stockholders. The secretary of the Corporation shall act as secretary, but in
the absence of the secretary, the presiding officer may appoint a secretary.
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SECTION 13. (a) No proposal for a stockholder vote shall be submitted by a
stockholder (a "Stockholder Proposal") to the Corporation's stockholders unless
the stockholder submitting such proposal (the "Proponent") shall have filed a
written notice setting forth with particularity (i) the names and business
addresses of the Proponent and all persons or entities acting in concert with
the Proponent; (ii) the name and address of the Proponent and the persons or
entities identified in clause (i), as they appear on the Corporation's books (if
they so appear); (iii) the class and number of shares of the Corporation
beneficially owned by the Proponent and the persons or entities identified in
clause (i); (iv) a description of the Stockholder Proposal containing all
material information relating thereto; and (v) such other information as the
board of directors reasonably determines is necessary or appropriate to enable
the board of directors and stockholders of the Corporation to consider the
Stockholder Proposal. Upon receipt of the Stockholder Proposal and prior to the
stockholder meeting at which such Stockholder Proposal will be considered, if
the board of directors, a designated committee of the board of directors or, if
authorized by the board of directors or a committee thereof, an officer of the
Corporation, determines that the information provided in a Stockholder Proposal
does not satisfy the informational requirements of these bylaws or is otherwise
not in accordance with law, the secretary of the Corporation shall promptly
notify such Proponent of the deficiency in the notice. Such Proponent shall have
an opportunity to cure the deficiency by providing additional information to the
secretary within the period of time, not to exceed ten days from the date such
deficiency notice is given to the Proponent, determined by the board of
directors or such committee. If the deficiency is not cured within such period,
or if the board of directors, or such committee determines that the additional
information provided by the Proponent, together with the information previously
provided, does not satisfy the requirements of this Article II, Section 13, then
such proposal shall not be presented for action at the meeting in question.
Nothing in this Article II, Section 13, shall in any way limit the discretion of
the board of directors to omit any Stockholder Proposal in accordance with
applicable law.
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(b) Stockholder Proposals shall be delivered to the secretary at the
principal executive office of the Corporation not less than sixty days not more
than one hundred and twenty days prior to the date of the meeting of
stockholders if such Stockholder Proposal is to be submitted at an annual
stockholders meeting (provided, however, that if such annual meeting is called
to be held before the date specified in Article II, Section 2, or if a
Stockholder Proposal is to be submitted at a special stockholders meeting, such
Stockholder Proposal shall be so delivered no later than the close of business
on the tenth day following the day on which notice of the date of such annual
stockholders meeting or special stockholders meeting, as the case may be, was
announced on the Dow Jones newswire service, or if such newswire service is
unavailable, any national newswire service).
ARTICLE III.
DIRECTORS
SECTION 1. The board of directors shall consist of such number as from time
to time shall be fixed by, or in the manner provided in, these bylaws of the
Corporation. The directors shall be elected at the annual meeting of the
stockholders, or as provided in Article II, Section 5 and each director elected
shall hold office until his or her successor is elected and qualified.
SECTION 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled only as provided in
this Article III, Section 4.
SECTION 3. A director or directors may be removed by the affirmative vote
of the holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at a special meeting of the holders of the
Common Stock called for such a purpose. In the event of the removal of a
director, the vacancy created by such removal shall be filled only as provided
in this Article III, Section 4.
SECTION 4. Board of directors vacancies and newly created directorships may
be filled by a vote of a majority of the directors then in office, although less
than a quorum, or by the sole remaining director.
SECTION 5. The business and affairs of the Corporation shall be managed by
or under the direction of its board of directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
SECTION 6. Meetings of the board of directors, both regular and special,
may be held at any location within North America and may be held outside North
America if two-thirds of the number of directors then in office so authorize. In
the event a meeting of the board of directors is to be held outside North
America, notice thereof shall be given at least ten business days prior to such
meeting.
SECTION 7. Regular meetings of the board of directors may be held at such
time (not less frequently than four times each year) and at such place as shall
from time to time be determined by the board of directors.
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SECTION 8. Special meetings of the board of directors may be called by the
president and shall be called by the president upon the written request of three
directors. Except as otherwise provided in Article III, Sections 5 and 9, each
notice of a special meeting of the board of directors shall be given at least
five business days prior to such meeting and shall identify the purpose or
purposes of the special meeting or the business to be transacted at the special
meeting. Business transacted at any special meeting of the board of directors
shall be limited to the purpose or purposes stated in the notice of such special
meeting.
SECTION 9. At all meetings of the board of directors, the presence of a
majority of the number of directors then in office shall be necessary to
constitute a quorum for the transaction of business, provided that a quorum may
not be less than one-third of the total number of directors. The act of a
majority of the directors present at a meeting at which a quorum is present,
unless a greater number is required by law, by the Certificate of Incorporation
or by these bylaws, shall be the act of the board of directors. 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, without notice other
than announcement at the meeting, until a quorum shall be present.
SECTION 10. 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 of directors or the committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes or proceedings of the board of directors or the committee.
SECTION 11. Members of the board of directors, or any committee designated
by the board of directors, shall have the right to participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
SECTION 12. The Corporation may pay the directors reasonable compensation
for serving as directors and as members of one or more committees of the board
of directors, the form and amount of which shall be fixed by resolution adopted
by a majority of the number of directors then in office, and may reimburse such
directors for any reasonable expenses incurred in attending the meetings of the
board of directors or any committees thereof.
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SECTION 13. In addition to the committees designated in these bylaws, the
board of directors may, by resolution passed by a majority of the whole board of
directors: (i) designate one or more committees, each committee to consist of
one or more of the directors of the Corporation; (ii) appoint the members of
such committees; and (iii) 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.
SECTION 14. The Corporation shall have an Executive Committee, to consist
of four or more directors appointed by a majority of the whole board of
directors, and may appoint one or more directors as alternate members of such
Executive Committee, who may replace any absent or disqualified member at any
meeting of the Executive Committee. Between the meetings of the board of
directors and while the board of directors is not in session, the Executive
Committee shall have all the powers and exercise all the duties of the board of
directors in the management of the business and affairs of the Corporation that
may lawfully be delegated to the Executive Committee by the board of directors,
including, without limitation, the power and authority granted to committees
pursuant to these bylaws, and the power and authority to declare a dividend, to
authorize the issuance of stock and to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation Law, as
amended. The Executive Committee shall adopt its own rules of procedure and
shall meet where and as provided by such rules. All action taken by the
Executive Committee shall be reported to the board of directors at the meeting
thereof next succeeding such action.
SECTION 15. The Corporation shall have an Audit Committee, to consist of
not less than two directors, appointed by the board of directors. The duties and
responsibilities of the Audit Committee shall be established by the board of
directors. The Audit Committee shall adopt its own rules of procedure and shall
meet where and as provided by such rules. All action taken by the Audit
Committee shall be reported to the board of directors at the meeting thereof
next succeeding such action.
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SECTION 16. The Corporation shall have a Nominating Committee, to consist
of not less than two directors, not more than one of whom may be an officer of
the Corporation, appointed by the board of directors. The duties and
responsibilities of the Nominating Committee shall be to select the persons to
be candidates for nomination for election as directors of the Corporation and
make recommendations with respect thereto to the board of directors. The
Nominating Committee shall adopt its own rules of procedure and shall meet where
and as provided by such rules. All action taken by the Nominating Committee
shall be reported to the board of directors at the meeting thereof next
succeeding such action.
SECTION 17. In the absence or disqualification of a member of a committee,
and in the absence of a designation by the board of directors of an alternate
member to replace the absent or disqualified member, the member or members of
the committee 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.
SECTION 18. Any committee, to the extent provided in the resolution of the
board of directors establishing such committee and to the extent not
inconsistent with the Certificate of Incorporation, these bylaws, or the General
Corporation Law of the State of Delaware, shall have and may exercise all the
powers and authority of the board of directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be fixed to all papers which may require it.
SECTION 19. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
ARTICLE IV.
NOTICES
SECTION 1. Whenever, under the provisions of the statutes, the Certificate
of Incorporation or these bylaws, notice is required to be given to any
stockholder or director, such notice shall be in writing, and shall be deemed
given to each stockholder or director (i) upon receipt if delivered in person,
by cable, telegram, telex, telecopy, or other electronic transmission, (ii) one
day after deposit with a reputable overnight courier service, or (iii) five days
after deposit in the United States mail (either by first class, registered or
certified mail, postage prepaid), if sent to such stockholder's or director's
address as it appears on the records of the Corporation.
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SECTION 2. Whenever any notice is required to be given under the provisions
of the statutes, the Certificate of Incorporation or these bylaws, a written
waiver of notice, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person 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.
ARTICLE V.
OFFICERS
SECTION 1. The officers of the Corporation shall be elected by the board of
directors and shall be a president, a secretary and a treasurer. The board of
directors may also elect one or more vice-presidents and one or more assistant
secretaries and assistant treasurers. The officers of the Corporation shall be
elected by the vote of a majority of the number of directors then in office. Any
number of offices may be held by the same person, unless the Certificate of
Incorporation or these bylaws otherwise provide.
SECTION 2. The board of directors at its first meeting after each annual
meeting of stockholders shall elect a president, a secretary, a treasurer and
any other officers which the board of directors determines to elect and shall
designate one of such officers as the chief financial officer.
SECTION 3. The board of directors may elect such other officers and appoint
such agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.
SECTION 4. The compensation of all officers and agents of the Corporation
shall be fixed from time to time by the board of directors.
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SECTION 5. The officers of the Corporation shall hold office until their
successors are elected and qualified. Any officer elected by the board of
directors may be removed at any time by the affirmative vote of a majority of
the number of directors then in office. Any vacancy occurring in any office of
the Corporation may be filled by the affirmative vote of a majority of the
number of directors then in office.
SECTION 6. The president of the Corporation, subject to the control of the
board of directors, shall supervise the day-to-day affairs of the corporation,
shall have general and active management responsibility for the business of the
Corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
SECTION 7. At the request of the president or in his absence or in the
event of his inability or refusal to act, the vice-president, if there be one,
or in the event there be more than one vice-president, the vice-presidents in
the order designated by the directors, or in the absence of any designation,
then in the order of their election, shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
SECTION 8. The secretary shall attend all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the board
of directors in a book or books to be kept for that purpose and shall perform
like duties for the standing committees when required. The secretary shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or the president, under whose
supervision the secretary shall be. The secretary shall have custody of the
corporate seal of the Corporation and the secretary, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the secretary's signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The secretary shall see that all books, reprints,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.
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SECTION 9. The assistant secretary, if there be one, or if there be more
than one, the assistant secretaries in the order determined by the board of
directors, or if there be no such determination, then in the order of their
election, shall at the request of the secretary or in his absence or in the
event of his inability or refusal to act, perform the duties of the secretary,
and when so acting, shall have all the powers and be subject to all the
restrictions upon the secretary. The assistant secretaries shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe.
SECTION 10. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors. The treasurer
shall disburse the funds of the Corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president, and to the board of directors at its regular meetings, or when
the board of directors so requires, an account of all his transactions as
treasurer and of the financial condition of the Corporation.
SECTION 11. If required by the board of directors, the treasurer
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
SECTION 12. The assistant treasurer, if there be one, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, or if there be no such determination, then in the order of
their election, shall, at the request of the treasurer or in his absence or in
the event of his inability or refusal to act, perform the duties of the
treasurer, and when so acting, shall have all the powers and be subject to all
the restrictions upon the treasurer. The assistant treasurers shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe.
SECTION 13. The chief financial officer shall have such duties as may be
assigned by the board of directors.
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ARTICLE VI.
CERTIFICATES OF STOCK
SECTION 1. Every stockholder of the Corporation shall be entitled to have a
certificate in the name of the Corporation signed by the president and the
secretary or an assistant secretary of the Corporation, certifying the number of
shares owned by him in the Corporation. If the Corporation shall be authorized
to issue more than one class of capital stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of such class of capital stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of capital stock; provided that, except as otherwise provided in Section
202 of the General Corporation Law of the State of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of capital stock, a statement that the Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
capital stock or series thereof and the qualifications, limitations or
restrictions of such preference and/or rights.
SECTION 2. Any or all of the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile 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 by the Corporation with the same effect as if they were such
officer, transfer agent or registrar at the date of issue.
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SECTION 3. The board of directors may direct a new certificate or
certificates to 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. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
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 with respect to the
certificate alleged to have been lost, stolen or destroyed.
SECTION 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
SECTION 5. 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 entitled 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 exchange of stock
or for the purpose of any other lawful action, the board of directors may affix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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.
SECTION 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares of capital
stock of the Corporation 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 of capital stock on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
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ARTICLE VII.
PROCUREMENT
Each Director shall have the right to review in their entirety any and all
proposals received by the Corporation in response to any requests for proposals
that may be issued by the Corporation for contracts, purchase orders or other
similar binding commitments to be entered into by, or on behalf of, the
Corporation. The board of directors' review of proposals shall be conducted in a
manner consistent with the requirements of the request for proposals to maintain
the confidentiality of proprietary information contained in the proposals.
ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person who is or was or had agreed to be a director or officer of the
Corporation shall be indemnified by the Corporation to the fullest extent
permitted or authorized by the General Corporation Law of the State of Delaware
or any other applicable laws as presently or hereafter in effect. Without
limiting the generality of the foregoing, the Corporation may enter into one or
more agreements with any person which provide for indemnification greater or
different than that provided in this Article VIII. Any repeal or modification of
this Article VIII shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification. The Corporation may,
but shall not be obligated to, maintain insurance, at its expense, for the
benefit of the Corporation and of any person to be indemnified.
ARTICLE IX.
GENERAL PROVISIONS
SECTION 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.
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SECTION 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
board of directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the board of directors shall believe conducive to the interest of the
Corporation, and the board of directors may modify or abolish any such reserve
in the manner in which it was created.
SECTION 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
SECTION 4. The fiscal year of the Corporation shall end on December 31 of
each year or as otherwise fixed by resolution of the board of directors.
SECTION 5. The board of directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE X.
AMENDMENTS
Except as otherwise provided by the Certificate of Incorporation or these
bylaws, these bylaws may be altered, amended or repealed or new bylaws may be
adopted only by the vote of either (i) three-fourths of the members of the board
of directors then in office or (ii) the holders of two-thirds of the issued and
outstanding shares of Common Stock.
Approved by three-fourths of the members of the board of directors
effective as of the 23rd day of May, 2000.
/s/Randy S. Segal
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Randy S. Segal
Secretary
