SAFETY COMPONENTS INTERNATIONAL INC
10-Q, EX-3.6, 2000-11-29
MOTOR VEHICLE PARTS & ACCESSORIES
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                                 AMENDED BYLAWS


                                       OF


                      SAFETY COMPONENTS INTERNATIONAL, INC.

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                                                                               2

                                 AMENDED BYLAWS
                                       OF
                      SAFETY COMPONENTS INTERNATIONAL, INC.

                                    ARTICLE I
                               Office and Records

     Section 1.1 Registered Office. The registered statutory office of the
Corporation within the State of Delaware shall be located at the principal place
of business in said State of such corporation or individual acting as the
Corporation's registered agent in the State of Delaware.

     Section 1.2 Other Offices. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

     Section 1.3 Books and Records. The books and records of the Corporation may
be kept at the Corporation's principal executive offices in Corporate Center, 40
Emery Street, Greenville, South Carolina 29605, or at such other locations
outside the State of Delaware as may from time to time be designated by the
Board of Directors.

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                                   ARTICLE II
                                  Stockholders

     Section 2.1 Annual Meeting. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place as may be
fixed by the Board of Directors.

     Section 2.2 Special Meetings. Subject to the rights of the holders of any
series of preferred stock of the Corporation (the "Preferred Stock"), or any
other series or class of stock, as set forth in the Amended Certificate of
Incorporation of the Corporation (the "Amended Certificate of Incorporation"), a
special meeting of the holders of stock of the Corporation entitled to vote on
any business to be considered at any such meeting may be called only by the
Chairman of the Board of the Corporation, and shall be called by the Secretary
of the Corporation at the request of the Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the
Corporation would at the time have if there were no vacancies (the "Whole
Board"). The Board of Directors may designate the place of meeting for any
special meeting of the stockholders, and if no such designation is made, the
place of meeting shall be the principal executive offices of the Corporation.

     Section 2.3 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, unless notice is waived as provided
in Section 8.1 of these Amended Bylaws, a written notice of the meeting shall be
given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.

     Unless otherwise provided by law, and except as to any stockholder duly
waiving notice, the written notice of any meeting shall be given personally or
by mail, not less than ten

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(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice shall be deemed
given when deposited in the mail, postage prepaid, directed to the stockholder
at his or her address as it appears on the records of the Corporation. Any
previously scheduled meeting of the stockholders may be postponed by resolution
of the Board of Directors upon public notice given prior to the time previously
scheduled for such meeting of stockholders.

     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, however, 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.

     Section 2.4 Quorum. The holders of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote, represented in person or by
proxy, shall be necessary to and shall constitute a quorum for the transaction
of business at any meeting of stockholders. If, however, such quorum shall not
be present or represented at any meeting of stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. Notwithstanding the foregoing, if after any such adjournment
the Board of Directors shall fix a new record date for

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                                                                               4


the adjourned meeting, or if the adjournment is for more than thirty (30) days,
a notice of such adjourned meeting shall be given as provided in Section 2.3 of
these Amended Bylaws.

     Section 2.5 Voting. The voting rights of stockholders shall be as provided
in the Amended Certificate of Incorporation.

     Section 2.6 Proxies. Every stockholder entitled to vote at a meeting or by
consent without a meeting may authorize another person or persons to act for him
by proxy. Each proxy shall be in writing executed by the stockholder giving the
proxy or by his duly authorized attorney. No proxy shall be valid after the
expiration of three (3) years from its date, unless a longer period is provided
for in the proxy. Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it, or his legal representatives or assigns,
except in those cases where an irrevocable proxy permitted by statute has been
given.

     Section 2.7 Notice of Stockholder Business and Nominations. (A) Annual
Meeting of Stockholders.

     (1) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) by or at the direction of
the Chairman of the Board or the Board of Directors pursuant to a resolution
adopted by a majority of the Whole Board or (b) by any stockholder of the
Corporation who is entitled to vote at the meeting with respect to the election
of directors or the business to be proposed by such stockholder, as the case may
be, who complies with the notice procedures set forth in clauses (2) and (3) of
paragraph (A) of this Section 2.7 and who is a stockholder of record at the time
such notice is delivered to the Secretary of the Corporation as provided below.

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     (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (b) of paragraph (A)(1) of
this Section 2.7, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such business must be a proper
subject for stockholder action under the Delaware General Corporation Law (the
"GCL"). To be timely, a stockholder's notice shall be delivered to the Secretary
of the Corporation at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than thirty
(30) days, or delayed by more than sixty (60) days, from such anniversary date,
notice by the stockholder to be timely must be so delivered not earlier than the
ninetieth (90th) day prior to such annual meeting and not later than the close
of business on the later of the sixtieth (60th) day prior to such annual meeting
or the tenth (10th) day following the day on which public announcement of the
date of such meeting is first made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of

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such stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this Section 2.7 to the contrary, in the event that the number of directors to
be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least eighty (80)
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by paragraph (A)(2) of this Section 2.7 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not later than
the close of business on the tenth (10th) day following the day on which such
public announcement is first made by the Corporation.

(B) Special Meeting of Stockholders. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected (i) by or at the direction of
the Chairman of the Board or the Board of Directors pursuant to a resolution
adopted by a majority of the Whole Board or (ii) by any stockholder of the
Corporation who is entitled to vote at the meeting with respect to the election
of directors, who complies with the notice procedures set forth in this
paragraph (B) and who is a stockholder of record at the time such notice is
delivered to the Secretary of the Corporation as provided below. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice as required
by paragraph (A)(2) of this Section 2.7 shall be delivered to the Secretary of
the Corporation at the principal executive offices of the Corporation not
earlier than the ninetieth (90th) day prior to

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such special meeting and not later than the close of business on the later of
the sixtieth (60th) day prior to such special meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

     (C) General. (1) Only persons who are nominated in accordance with the
procedures set forth in this Section 2.7 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 2.7.

     (2) Except as otherwise provided by law, the Amended Certificate of
Incorporation or this Section 2.7, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Section 2.7 and, if any proposed nomination or business is not in
compliance with this Section 2.7, to declare that such defective nomination or
proposal shall be disregarded.

     (3) For purposes of this Section 2.7, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (4) Notwithstanding the foregoing provisions of this Section 2.7, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect
any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy materials with respect to a meeting of stockholders pursuant
to Rule 14a-8 under Exchange Act or (ii) of the holders of any series of
Preferred Stock or any

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other series or class of stock as set forth in the Amended Certificate of
Incorporation to elect directors under specified circumstances or to consent to
specific actions taken by the Corporation.

     Section 2.8 Inspectors of Elections; Opening and Closing the Polls. (A) The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at the meeting and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act, or if all inspectors or alternates who have been appointed are
unable to act, at a meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
discharging his or her duties, shall take and sign an oath faithfully to execute
the duties of his or her ability. The inspectors shall have the duties
prescribed by the GCL.

     (B) The chairman of the meeting shall fix and announce at the meeting the
time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.

     Section 2.9 List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) 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 of shares registered in the name 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

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period of at least ten (10) 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.

     The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this Section or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE III
                                    Directors

     Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Amended Bylaws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Amended Certificate of Incorporation or by these Amended Bylaws required to be
exercised or done by the stockholders.

     Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the
holders of any series of Preferred Stock or any other series or class of stock
as set forth in the Amended Certificate of Incorporation to elect additional
directors, the number of directors shall be fixed from time to time exclusively
pursuant to a resolution adopted by a majority of the Whole Board, but shall
initially the Board of Directors shall consist of five directors. The directors,
other than those who may be elected by the holders of any series of Preferred
Stock or any other series or class of stock as set forth in the Amended
Certificate of Incorporation, shall

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be divided into three classes, and designated as Class I, Class II and Class
III. Class I directors shall be initially elected for a term expiring at the
2001 annual meeting of stockholders, Class II directors shall be initially
elected for a term expiring at the 2002 annual meeting of stockholders and Class
III directors shall be initially elected for a term expiring at the 2003 annual
meeting of stockholders. Members of each class shall hold office until their
successors shall have been duly elected and qualified. At each succeeding annual
meeting of stockholders of the Corporation, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election, and until their successors are elected and
qualified.

     Section 3.3 Vacancies and Newly Created Directorships. Subject to the
rights of the holders of any series of Preferred Stock or any other series or
class of stock as set forth in the Amended Certificate of Incorporation to elect
additional directors, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors constituting
the Whole Board shall shorten the term of any incumbent director.

     Section 3.4 Resignation. Any director may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the

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time be not specified, upon receipt thereof, and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to
make such resignation effective.

     Section 3.5 Removal. Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock as set forth in the
Amended Certificate of Incorporation to elect additional directors, any director
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a single class.

     Section 3.6 Meetings. Meetings of the Board of Directors, regular or
special, may be held at any place within or without the State of Delaware.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
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 participation in a meeting by such means shall constitute presence in person
at such meeting. An annual meeting of the Board of Directors shall be held at
the same place and immediately following each annual meeting of stockholders,
and no further notice thereof need be given other than this Bylaw. The Board of
Directors may fix times and places for additional regular meetings of the Board
of Directors and no further notice of such meetings need be given. A special
meeting of the Board of Directors shall be held whenever called by the Chairman
of the Board or by a majority of the Whole Board, at such time and place as
shall be specified in the notice or waiver thereof. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings. Notice of any special meeting shall be given to each
director at his or her business or residence in writing or by telegram or by
telephone communication. If mailed, such notice shall be deemed adequately

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delivered when deposited in the United States mails so addressed, with postage
thereon prepaid, at least five (5) days before such meeting. If by telegram,
such notice shall be deemed adequately delivered when the telegram is delivered
to the telegraph company at least twenty-four hours before such meeting. If by
facsimile transmission, such notice shall be transmitted at least twenty-four
hours before such meeting. If by telephone, the notice shall be given at least
twelve hours prior to the time set for the meeting. 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 of such meeting, except for
amendments to these Amended Bylaws as provided under Section 10.1 of these
Amended Bylaws.

     Section 3.7 Quorum and Voting. A whole number of directors equal to at
least a majority of the Whole Board shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if there
be less than a quorum, a majority of the directors present may adjourn the
meeting from time to time, and no further notice thereof need be given other
than announcement at the meeting which shall be so adjourned. Except as
otherwise provided by law, by the Amended Certificate of Incorporation, or by
these Amended Bylaws, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

     Section 3.8 Written Consent of Directors in Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or of such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or of such committee.

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     Section 3.9 Compensation. Directors may receive compensation for services
to the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board of Directors.

     Section 3.10 Committees of the Board of Directors. The Board of Directors
may from time to time, by resolution passed by majority of the Whole Board,
designate one or more committees, each committee to consist of one or more
directors of the Corporation. 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. The resolution of the Board
of Directors may, in addition or alternatively, provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
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. Any such committee, to the extent provided in the
resolution of the Board of Directors, 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
affixed to all papers which may require it, except as otherwise provided by law.
Any such committee may adopt rules governing the method of calling and time and
place of holding its meetings. Unless otherwise provided by the Board of
Directors, a majority of any such committee (or the member thereof, if only one)
shall constitute a quorum for the transaction of business, and the vote of a
majority of the members of such committee present at a meeting at which a quorum
is present shall be the act of such committee. However, no such committee shall
have power or authority to:

               (a)  amend the Amended Certificate of Incorporation;

               (b)  adopt an agreement of merger or consolidation;

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               (c)  recommend to the stockholders the sale, lease or exchange of
                    all or substantially all of the Corporation's property and
                    assets;

               (d)  recommend to the stockholders a dissolution of the
                    corporation or a revocation of a dissolution;

               (e)  amend these Amended Bylaws; and

                    unless expressly so provided by resolution of the Board of
                    Directors, the Amended and Restated Certificate of
                    Incorporation or these Amended Bylaws, no such committee
                    shall have power or authority to:

               (f)  declare a dividend;

               (g)  authorize the issuance of shares of the Corporation of any
                    class; or

               (h)  adopt a certificate of ownership and merger pursuant to the
                    General Corporation Law of the State of Delaware.

Each such committee shall keep a record of its acts and proceedings and shall
report thereon to the Board of Directors whenever requested so to do. Any or all
members of any such committee may be removed, with or without cause, by
resolution of the Board of Directors, passed by a majority of the Whole Board.

                                   ARTICLE IV

                                    Officers

     Section 4.1 Elected Officers. The elected officers of the Corporation shall
be a Chairman of the Board, a President, a Secretary and a Treasurer, and may
also include one or more Vice Presidents, one or more Assistant Secretaries and
one or more Assistant Treasurers. All officers chosen by the Board of Directors
shall each have such powers and duties as generally pertain to their respective
offices, subject to the specific provisions of this Article IV, together with
such other powers and duties as from time to time may be conferred by the Board
of Directors or any committee thereof. The Chairman of the Board shall be chosen
from among

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the directors. Any number of such offices may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may appoint, and may delegate power to appoint,
such other officers, agents and employees as it may deem necessary or proper,
who shall hold their offices or positions for such terms, have such authority
and perform such duties as may from time to time be determined by or pursuant to
authorization of the Board of Directors.

     Section 4.2 Election and Term of Office. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Subject to Section
4.3 of these Amended Bylaws, each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified or until his or
her death or until such officer shall resign.

     Section 4.3 Resignation and Removal. Any officer may resign at any time
upon written notice to the Corporation. Any elected officer may be removed by a
majority of the members of the Whole Board, with or without cause, at any time.
The Board of Directors may delegate such power of removal as to officers, agents
and employees not elected by the Board of Directors. Such removal shall be
without prejudice to a person's contract rights, if any, but the appointment of
any person as an officer, agent or employee of the Corporation shall not of
itself create contract rights.

     Section 4.4 Compensation and Bond. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any

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officer in respect of other officers under his or her control. The Corporation
may secure the fidelity of any or all of its officers, agents or employees by
bond or otherwise.

     Section 4.5 Chairman of the Board. The Chairman of the Board shall preside
at all meetings of stockholders and of the Board of Directors. The Chairman of
the Board shall be responsible for the general management of the affairs of the
Corporation, shall make reports to the Board of Directors and the stockholders
and shall perform all duties incidental to such office which may be required by
law and all such other duties as are properly required by the Board of
Directors. Except where by law the signature of the President is required, the
Chairman of the Board shall possess the same power as the President to sign all
certificates, contracts and other instruments of the Corporation which may be
authorized by the Board of Directors. The Chairman of the Board shall see that
all orders and resolutions of the Board of Directors and of any committee
thereof are carried into effect.

     Section 4.6 President. The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
The President may sign, alone or with the Secretary or any other proper officer
of the Corporation authorized by the Board of Directors, certificates, contracts
and other instruments of the Corporation as authorized by the Board of
Directors.

     Section 4.7 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board of Directors, the Chairman of the Board or the
President may from time to time prescribe. In the absence or inability to act of
the President, unless the Board

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of Directors shall otherwise provide, the Vice President who has served in that
capacity for the longest time and who shall be present and able to act, shall
perform all the duties and may exercise any of the powers of the President.

     Section 4.8 Treasurer. The Treasurer shall have charge of all funds and
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositaries as the Board of Directors may authorize. He or she may
endorse all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He or she shall have all such further powers and duties as
generally are incident to the position of Treasurer or as may be assigned to him
or her by the Chairman of the Board, the President or the Board of Directors.

     Section 4.9 Secretary. The Secretary shall record all the proceedings of
the meetings of the stockholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of
directors in lieu of a meeting. He or she shall attend to the giving and serving
of all notices of the Corporation. He or she shall have custody of the seal of
the Corporation and shall attest the same by his or her signature whenever
required. He or she shall have charge of the stock ledger and such other books
and papers as the Board of Directors may direct, but he or she may delegate
responsibility for maintaining the stock ledger to any transfer agent appointed
by the Board of Directors. He or she shall have all such further powers and
duties as generally are incident to the position of Secretary or as may be
assigned to him or her by the President or the Board of Directors.

     Section 4.10 Assistant Treasurers. In the absence or inability to act of
the Treasurer, any Assistant Treasurer may perform all the duties and exercise
all the powers of the

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Treasurer. An Assistant Treasurer shall also perform such other duties as the
Treasurer or the Board of Directors may assign to him or her.

     Section 4.11 Assistant Secretaries. In the absence or inability to act of
the Secretary, any Assistant Secretary may perform all the duties and exercise
all the powers of the Secretary. An Assistant Secretary shall also perform such
other duties as the Secretary or the Board of Directors may assign to him or
her.

     Section 4.12 Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may confer for the time being the powers or
duties, or any of them, of such officer upon any other officer or upon any
director.

                                    ARTICLE V

                                  Common Stock

     Section 5.1 Certificates. Certificates for stock of the Corporation shall
be in such form as shall be approved by the Board of Directors and shall be
signed in the name of the Corporation by the Chairman of the Board, the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary. Such certificates may be sealed with
the seal of the Corporation or a facsimile thereof. Any of or all the signatures
on a certificate may be a 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 he or she were such officer, transfer agent or registrar at
the date of issue.

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     Section 5.2 Transfers of Stock. Transfers of stock shall be made only upon
the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for the same
number of shares, with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require. The Board of
Directors shall have the power to make all such rules and regulations, not
inconsistent with the Amended Certificate of Incorporation and these Amended
Bylaws and the GCL, as the Board of Directors may deem appropriate concerning
the issue, transfer and registration of certificates for stock of the
Corporation. The Board of Directors may appoint one or more transfer agents or
registrars of transfers, or both, and may require all stock certificates to bear
the signature of either or both.

     Section 5.3 Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new stock certificate in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or his or her
legal representative to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate. The Board of Directors may require such owner to satisfy other
reasonable requirements as it deems appropriate under the circumstances.

     Section 5.4 Stockholder Record Date. 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 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

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                                                                              20


exchange of stock, or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which shall not be more than sixty nor less than 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 by the Board of Directors, (l) 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
date 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, and (2) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day 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.

     Only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend or other
distribution, or to exercise such rights in respect of any such change,
conversion or exchange of stock, or to participate in such action, as the case
may be, notwithstanding any transfer of any stock on the books of the
Corporation after any record date so fixed.

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                                                                              21


                                   ARTICLE VI

                                      Seal

     Section 6.1 Seal. The seal of the Corporation shall be circular in form and
shall bear, in addition to any other emblem or device approved by the Board of
Directors, the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

                                   ARTICLE VII

                                Waiver of Notice

     Section 7.1 Waiver of Notice. Whenever notice is required to be given to
any stockholder or director of the Corporation under any provision of the GCL or
the Amended Certificate of Incorporation or these Amended Bylaws, a written
waiver thereof, signed by the person or persons entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. In the case of a stockholder, such waiver of notice may
be signed by such stockholder's attorney or proxy duly appointed in writing.
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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice.

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                                                                              22


                                  ARTICLE VIII

                           Checks, Notes, Drafts, Etc.

     Section 8.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money shall
be signed by such officer or officers or person or persons as the Board of
Directors or a duly authorized committee thereof may from time to time
designate.

                                   ARTICLE IX

                                   Amendments

     Section 9.1 Amendments. These Amended Bylaws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders; provided, that notice of the proposed change was given in the
notice of the meeting and, in the case of the Board of Directors, in a notice
given no less than twenty-four hours prior to the meeting. In the case of
amendments by stockholders, notwithstanding any other provisions of these
Amended Bylaws or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of stock required by law, the Amended and Restated
Certificate of Incorporation or these Amended Bylaws, the affirmative vote of
the holders of at least 80 percent of the voting power of the then outstanding
shares of Voting Stock, either present or represented by proxy, voting together
as a single class, shall be required to alter, amend or repeal any provision of
these Amended Bylaws.



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