[Irell & Manella Letterhead]
(310) 203-7105
February 16, 1995
VIA EDGAR
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Re: Teledyne, Inc.
Commission File No. 1-5212
--------------------------
Gentlemen:
Enclosed for filing on behalf of Teledyne, Inc. pursuant
to Rule 13a-11 under the Securities Exchange Act of 1934, as
amended, is one complete copy of a Current Report on Form 8-K
of Teledyne, Inc. reporting the appointment of an additional
director of the Company and the amendment and restatement of
the Company's Bylaws to accommodate such election, among other
things.
Sincerely,
Rita Burns
RB:blb
Enclosures
cc: New York Stock Exchange
Pacific Stock Exchange
Teledyne, Inc.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) February 9, 1995
----------------------------
TELEDYNE, INC.
- -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5212
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation) (Commission File No.)
95-2282626
- -----------------------------------
(I.R.S. Employer Identification No.)
1901 Avenue of the Stars
Los Angeles, California 90067-6046
- -------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (310) 277-3311
----------------
<PAGE>
Item 5. Other Events.
On February 15, 1995, Teledyne, Inc. (the
"Corporation") issued a press release announcing the
appointment of Diane Creel as a director of the Corporation.
Such press release is attached hereto as Exhibit 1. On
February 9, 1995, the Board of Directors of the Corporation
amended its Bylaws to increase the authorized number of
directors from seven (7) to eight (8) and to make other
changes in Article II, Section 12; Article III, Section 1; and
Article III, Section 3 of the Corporation's Bylaws to provide
for election of additional directors by the holders of the
Corporation's Series E Cumulative Preferred Stock should such
holders in the future become entitled to elect additional
directors as a result of dividend arrearages pursuant to
the Certificate of Designation, Preferences and Rights of
Series E Cumulative Preferred Stock filed as Exhibit 2 to
the Corporation's Registration Statement on Form 8-A filed
on February 10, 1995. A copy of the Amended and Restated
Bylaws is attached hereto as Exhibit 2 and is incorporated
herein in its entirety by this reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Exhibits. The following exhibits are attached
hereto:
1. Press Release issued by the Corporation on
February 15, 1995.
2. The Corporation's By-laws, as amended and
restated by the Board of Directors of the
Corporation on February 9, 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
TELEDYNE, INC.
By:/s/ Judith R. Nelson
--------------------------------
Judith R. Nelson
Date: February 16, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
1 Press Release issued by the
Corporation on February 15, 1995
2 The Corporation's Bylaws, as
amended and restated by the Board
of Directors of the Corporation
on February 9, 1995
EXHIBIT 1
FOR IMMEDIATE RELEASE CONTACT: Rosanne O'Brien
Teledyne, Inc.
310/551-4265
TELEDYNE NAMES DIANE CREEL, EARTH TECH CEO, TO BOARD OF DIRECTORS
LOS ANGELES, Calif., February 15, 1995 --- Diane C. Creel,
chairwoman, president and chief executive officer of EARTH TECH,
an environmental engineering firm headquartered in Long Beach,
California, has been named to the Board of Directors of Teledyne,
Inc. (NYSE:TDY). This appointment expands the number of Teledyne
directors to eight.
William P. Rutledge, Teledyne's chairman and chief
executive officer, said, "Diane Creel has a superb record of
accomplishment at a rapidly growing and successful company in the
emerging environmental engineering industry. She brings valuable
experience and perspective to the board of directors, and we look
forward to her contributions to Teledyne's profitable growth in
the future".
Before becoming chief executive officer at EARTH TECH,
Creel, 46, was chief operating officer, responsible for the
firm's government and commercial divisions. She joined EARTH
TECH in 1984 as vice president of marketing. Founded in 1970,
EARTH TECH serves government, commercial, industrial, and
municipal clients from more than 40 offices throughout the United
States.
Creel holds B.A. and M.A. degrees in Journalism from the
University of South Carolina, and has completed post-graduate
work at The Wharton School, University of Pennsylvania, and
Harvard University. She currently serves on the Board of the
Corporations and Trusts which comprises the Fixed Income Fund of
the American Funds Group; Glendale Federal Bank; and the Los
Angeles Chapter of the National Association of Corporate
Directors. She also serves on the Board of Advisors of the
Entrepreneurial Studies Center of the Anderson Graduate School of
Management, UCLA.
Creel joins William P. Rutledge, Frank Cahouet, George
Kozmetsky, Donald B. Rice, George A. Roberts, Fayez Sarofim and
Henry E. Singleton as Directors of Teledyne.
Teledyne, Inc., headquartered in Los Angeles, is a
diversified manufacturing corporation serving customers worldwide
through 18 operating companies focused in four business segments:
Aviation & Electronics; Specialty Metals; Industrial; and
Consumer. Teledyne's 1994 sales were $2.4 billion.
# # #
EXHIBIT 2
Amended and Restated
as of February 9, 1995
TELEDYNE, INC.
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.
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. Any meeting of stockholders for any
purpose may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of stockholders shall
be fixed by resolution of the board of directors.
Section 3. Written notice of the annual meeting shall
be given to each stockholder entitled to vote thereat not less
than ten nor more than sixty days before the date of the
meeting.
Section 4. 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 stockholders
owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed
meeting.
Section 5. Written notice of a special meeting of
stockholders, stating the time, place and object thereof,
shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than sixty days before the date
fixed for the meeting.
Section 6. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the
notice.
Section 7. 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 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 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, and the list shall be produced and kept
at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any stockholder who
may be present.
Section 8. The holders of a majority of the 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 stockholders 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
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 notified.
Section 9. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having
voting power 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 the
statutes or of the certificate of incorporation, a different
vote is required in which case such express provision shall
govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of
the stockholders be entitled to one vote in person or by proxy
for each share of the capital stock having voting power held
by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a
longer period.
Section 11. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the
statutes or of the certificate of incorporation, the meeting
and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the
action if such meeting were held, shall consent in writing to
such corporate action being taken.
Section 12. Every stockholder of record of the
corporation's common stock and every other stockholder of
record of any other class of the corporation's stock which is
expressly granted such rights shall have the right to cumulate
his votes and give one candidate a number of votes equal to
the number of directors to be elected by such class of stock
multiplied by the number of votes to which his shares are
entitled, or to distribute his votes on the same principle
among as many candidates as he shall think fit. The candidate
receiving the highest number of votes up to the number of
directors to be elected by a particular class of stock shall
be elected.
Section 13. Prior to any meeting of stockholders, the
board of directors shall designate one or more inspectors of
elections or votes to be taken at the annual meeting or any
other meeting of the stockholders, or any adjournment thereof.
The inspector or inspectors may be, in the discretion of the
board of directors, officers, employees or agents of the
corporation, or independent individuals, corporations,
partnerships, or other forms of organization, or any
combination thereof.
Section 14. (a) 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 (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction
of the board of directors or (iii) by any stockholder of the
corporation who was a stockholder of record at the time of
giving of the notice provided for in this Article II,
Section 14, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this
Article II, Section 14.
(b) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a) of this Article II, Section 14,
the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at
the principal executive offices of the corporation not less
than sixty days nor more than ninety 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 days or delayed by more than
sixty days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than
the ninetieth day prior to such annual meeting and not later
than the close of business on the later of the sixtieth day
prior to such annual meeting or the tenth day following the
day on which public announcement of the date of such meeting
is first made. Such stockholder's notice shall set forth (i)
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); (ii) 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 financial or other interest in such business
of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (1) the name and
address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (2) the
class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such
beneficial owner.
(c) Notwithstanding anything in the second sentence of
paragraph (b) of this Article II, Section 14 to the contrary,
in the event that the number of directors to be elected to the
board of directors of the corporation 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 seventy days prior
to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Article II,
Section 14 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 at the
principal executive offices of the corporation not later than
the close of business on the tenth day following the day on
which such public announcement is first made by the
corporation.
(d) Only such persons who are nominated in accordance
with the procedures set forth in this Article II, Section 14
shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as
shall have been brought before the meeting in accordance with
the procedures set forth in this Article II, Section 14. The
presiding officer 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 Article II, Section 14 and, if
any proposed nomination or business is not in compliance with
this Article II, Section 14, to declare that such defective
proposed business or nomination shall be disregarded.
(e) For purposes of this Article II, Section 14, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or a
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.
(f) Notwithstanding the foregoing provisions of this
Article II, Section 14, 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 Article II, Section 14. Nothing in this
Article II, Section 14 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 15. In order that the corporation may
determine the stockholders entitled to consent to corporate
action in writing without a meeting, 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 date shall not be
more than 10 days after the date upon which the resolution
fixing the record date is adopted by the board of directors.
Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall,
by written notice to the Secretary, request the board of
directors to fix a record date. The board of directors shall
promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing
the record date. If no record date has been fixed by the
board of directors within 10 days of the date on which such a
request is received, the record date for determining
stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the board
of directors is required by applicable law, shall be the first
date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or any officer
or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders are recorded.
Delivery made to the corporation's registered office shall be
by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the board of
directors and prior action by the board of directors is
required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on
the date on which the board of directors adopts the resolution
taking such prior action.
ARTICLE III
DIRECTORS
Section 1. Except as set forth below, the number of
directors which shall constitute the whole board shall be not
less than three nor more than eight, not including the number
of directors to be elected by holders of preferred stock of
the corporation as set forth in the certificate of
incorporation. The first board shall consist of three
directors. Thereafter, within the limits above specified, and
except as otherwise provided by statute or the certificate of
incorporation, the number of directors shall be determined by
resolution of the board of directors or by the stockholders at
the annual meeting. Except as otherwise provided by statute
or the certificate of incorporation, the directors shall be
elected at the annual meeting of the stockholders, except as
provided in Section 3 of this Article, and each director
elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. The board of directors shall designate one
of its members Chairman of the Board to serve until his
resignation or removal. The Chairman of the Board shall
preside at all meetings of the stockholders and the board of
directors and shall have such other duties and powers as are
specified in the corporation's certificate of incorporation
and these Bylaws or as may be prescribed by the board of
directors from time to time. The board of directors may
designate one of its members Vice Chairman of the Board to
serve until his resignation or removal. The Vice Chairman of
the Board shall, in the absence or disability of the Chairman
of the Board, perform the duties and exercise the powers of
the Chairman of the Board and shall perform such other duties
and have such other powers as the board of directors may from
time to time prescribe. The Chairman of the Board may be
removed only by the board of directors in accordance with a
resolution adopted by a majority of the directors then in
office.
Section 3. Except as otherwise provided by statute or
the certificate of incorporation, vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 4. The business of the corporation shall be
managed by 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 by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The board of directors of the corporation
may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 6. Regular meetings of the board of directors
may be fixed by resolution of the board of directors.
Section 7. Special meetings of the board may be
called by the Chairman of the Board, Chief Executive Officer
or the President on one day's notice to each director, either
personally or by mail or by telegram; special meetings shall
be called by the Chairman of the Board, Chief Executive
Officer, or the President or Secretary in like manner and on
like notice on the written request of two directors.
Section 8. At all meetings of the board a majority of
the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation.
If a quorum shall not be present at any meeting of the board
of directors the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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 prior to such action a written consent thereto
is signed by all members of the board or of such committee as
the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers 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.
Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by
the board of directors.
Section 11. Each committee shall keep regular minutes
of its meetings and report the same to the board of directors
when required.
COMPENSATION OF DIRECTORS
Section 12. 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. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders
shall be in writing and delivered personally or mailed to the
directors or stockholders at their addresses appearing on the
books of the corporation. Notice by mail shall be deemed to
be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be
given under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, a waiver
thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be
chosen by the board of directors and shall be a Chief
Executive Officer, a President, a Secretary, and a Treasurer.
The board of directors may also choose one or more Vice
Presidents, any of whom may be designated Executive Vice
President or Senior Vice President, and one or more assistant
secretaries and assistant treasurers. Two or more offices may
be held by the same person.
Section 2. The board of directors may appoint such
other officers and 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.
Section 3. The salaries of all officers and agents of
the corporation shall be fixed by the board of directors.
Section 4. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any
officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office
of the corporation shall be filled by the board of directors.
CHIEF EXECUTIVE OFFICER
Section 5. The Chief Executive Officer shall be the
chief executive officer of the corporation, shall have general
and active management of the business of the corporation and
shall see that all orders and resolutions of the board of
directors are carried into effect, and may execute bonds,
mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law
to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the
corporation.
THE PRESIDENT
Section 6. The President shall, after the Chief
Executive Officer, have general and active management of the
business of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.
The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors
to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 7. The Vice-president, or if there shall be
more than one, the Vice-presidents in the order determined by
the board of directors, shall, in the absence or disability of
the President, perform the duties and exercise the powers of
the President and shall perform such other duties and have
such other powers as the board of directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. The Secretary shall attend all meetings of
the board of directors and 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 to be kept
for that purpose and shall perform like duties for the
standing committees when required. He 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 President, under whose supervision he shall be.
He shall keep in safe custody the seal of the corporation and,
when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant
secretary.
Section 9. The assistant secretary, or if there be
more than one, the assistant secretaries in the order
determined by the board of directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other
duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
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.
Section 11. He 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 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 12. If required by the board of directors, he
shall give the corporation a bond (which shall be renewed
every six years) 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 13. The assistant treasurer, or if there shall
be more than one, the assistant treasurers in the order
determined by the board of directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other
duties and have such other powers as the board of directors
may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the President or a Vice-president
and the Treasurer or an assistant treasurer, or the Secretary
or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.
Section 2. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent or (2) by a
transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such President, Vice-
president, Treasurer, assistant treasurer, Secretary or
assistant secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or
signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been
delivered by the corporation, such certificate or certificates
may nevertheless be adopted by the corporation and be issued
and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such
officer or officers of the corporation.
LOST CERTIFICATES
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 or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate of stock to be lost 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 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 or destroyed.
TRANSFERS OF STOCK
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,
assignment 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.
CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining the
stockholders who shall exclusively, notwithstanding any
subsequent stock transfers, be entitled to notice of or to
vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any
dividend or disbursement or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any
other lawful action, the board of directors may either fix, in
advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other
action, or close the stock transfer books for a period which
shall not exceed sixty (60) days nor be less than ten (10)
days before the date of such meeting, nor for a period
exceeding sixty (60) days prior to any other action.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
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
the capital stock, subject to the provisions of the
certificate of incorporation.
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 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 directors shall
think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner
in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at
each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a
full and clear statement of the business and condition of the
corporation.
Section 3.1 The board of directors of the corporation
shall cause to be sent to the stockholders not later than one
hundred and twenty (120) days after the close of the fiscal or
calendar year an annual report in compliance with the
provision of Section 3006, et seq., of the California
Corporations Code.
CHECKS
Section 4. 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.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall
be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. (a) To the fullest extent permitted by
the Delaware General Corporation Law as it presently exists or
may hereafter be amended, no director of the corporation shall
be liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Neither
the amendment nor repeal of this Section 7(a), nor the
adoption of any provision of the Restated By-laws of the
corporation inconsistent with this Section 7(a), shall
eliminate or reduce the effect of this Section 7(a) in respect
of any act or omission of any director of the corporation or
any matter occurring, or of any cause of action, suit or claim
that, but for this Section 7(a), would accrue or arise prior
to such amendment, repeal or adoption of an inconsistent
provision.
(b) Each person who was or is made a party or is
threatened to be made a party to or is involved in any claim,
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that such person, or a person of whom
such person is the legal representative, is or was a director,
officer, employee or agent of the corporation or is or was
serving in the course of such employment, or at the request of
the corporation, as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action or inaction in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as it presently exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader
indemnification rights than said Law permitted the corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, excise taxes pursuant to the Employee Retirement Income
Security Act of 1974, as amended, or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. The right to
indemnification conferred by this Section 7(b) shall continue
as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such
person's heirs, executors, administrators and other legal
representatives; provided, however, that, except as provided
in this Section 7(b), the corporation shall indemnify any such
person seeking indemnification in connection with such a
proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof), or the initiation thereof,
was authorized or approved by the corporation. The right to
indemnification conferred by this Section 7(b) shall be a
contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such
proceeding in advance of its final disposition in accordance
with and to the fullest extent permitted by the Delaware
General Corporation Law, as it presently exists or may
hereafter be amended; provided, however, that, if the Delaware
General Corporation Law requires the payment of such expenses
incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, payment shall be made only upon delivery to the
corporation of an undertaking by or on behalf of such director
or officer to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not
entitled to be indemnified under this Section or otherwise.
(c) If a claim under Section 7(b) of this Article VII is
not paid in full by the corporation within thirty (30) days
after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the
requirements of the Delaware General Corporation Law have been
complied with by the claimant) that the claimant has not met
the standards of conduct which make it permissible under the
Delaware General Corporation Law for the corporation to
indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither
the failure of the corporation (including its Board of
Directors, independent legal counsel, or it stockholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because the claimant has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not
met such applicable standard or conduct, shall be a defense to
the action or create a presumption that the claimant has not
met the applicable standard of conduct.
(d) The rights conferred by Section 7(b) and Section
7(c) of this Article VII shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation of the
corporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) The corporation may maintain insurance, at its
expense, to protect itself, its subsidiary and affiliated
corporations, and any such director, officer, employee, or
agent of the corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General
Corporation Law.
(f) The corporation may enter into indemnity agreements
with the persons who are members of its Board of Directors
from time to time, and with such officers, employees and
agents as the Board may designate, such indemnity agreements
to provide in substance that the corporation will indemnify
such persons to the fullest extent contemplated by this
Section 7.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed
at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of
the board of directors if notice of such alteration or repeal
be contained in the notice of such special meeting. No change
of the time or place of the meeting for the election of
directors shall be made within sixty days next before the day
on which such meeting is to be held, and in case of any change
of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known
post office address at least twenty days before the meeting is
held.
