Attached files
file | filename |
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S-1/A - FORM S-1/A - Mirion Technologies, Inc. | x51382a5sv1za.htm |
EX-23.1 - EX-23.1 - Mirion Technologies, Inc. | x51382a5exv23w1.htm |
EX-10.20 - EX-10.20 - Mirion Technologies, Inc. | x51382a5exv10w20.htm |
EX-10.14 - EX-10.14 - Mirion Technologies, Inc. | x51382a5exv10w14.htm |
EX-10.6.2 - EX-10.6.2 - Mirion Technologies, Inc. | x51382a5exv10w6w2.htm |
EX-10.6.1 - EX-10.6.1 - Mirion Technologies, Inc. | x51382a5exv10w6w1.htm |
EX-3.1 - EX-3.1 - Mirion Technologies, Inc. | x51382a5exv3w1.htm |
Exhibit 3.2
SECOND AMENDED AND RESTATED BYLAWS
OF
MIRION TECHNOLOGIES, INC.
* * * * *
The Bylaws of Mirion Technologies, Inc. are hereby amended and restated in their entirety as
follows:
ARTICLE 1
OFFICES
OFFICES
Section 1.01. Registered Office. The registered office of the Corporation shall be in the
County of Kent, State of Delaware.
Section 1.02. Other Offices. 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.
Section 1.03. Books. The books of the Corporation may be kept within or 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 2
MEETINGS OF STOCKHOLDERS
MEETINGS OF STOCKHOLDERS
Section 2.01. Time and Place of Meetings. All meetings of stockholders shall be held at such
place, either within or without the State of Delaware, on such date and at such time as may be
determined from time to time by the Board of Directors (or the Chairman of the Board in the absence
of a designation by the Board of Directors).
Section 2.02. Annual Meetings. Unless directors are elected by written consent in lieu of an
annual meeting as permitted by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (Delaware Law), an annual meeting of stockholders, commencing
with the year 2010, shall be held for the election of directors and to transact such other business
as may properly be brought before the meeting. Stockholders may act by written consent to elect
directors; provided, however, that if such consent is less than unanimous, such action by written
consent may be in lieu of holding an
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annual meeting only if all of the directorships to which directors could be elected at an
annual meeting held at the effective time of such action are vacant and are filled by such action.
Section 2.03. Special Meetings. Special meetings of stockholders may be called by the Board
of Directors or the Chairman of the Board and shall be called by the Secretary at the request in
writing of holders of record of a majority of the outstanding capital stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice.
(a) Notice. Whenever stockholders are required or permitted to take any action at a meeting,
a written notice of the meeting shall be given which shall state the place, if any, date and hour
of the meeting, the means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by
Delaware Law, such notice shall be given not less than 10 nor more than sixty (60) days before the
date of the meeting to each stockholder of record entitled to vote at such meeting. Unless these
Bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a
quorum is present), notice need not be given of the adjourned meeting if the time, place, if any,
and the means of remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or 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.
(b) Waiver. A written waiver of any such notice signed by the person entitled thereto, or a
waiver by electronic transmission by the person entitled to 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 the meeting for
the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.05. Notice of Nominations and Stockholder Business.
(a) Annual Meetings of Stockholders.
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(i) Nominations of persons for election to the Board of Directors of the Corporation or the
proposal of other business to be transacted by the stockholders may be made at an annual meeting of
stockholders only (A) pursuant to the Corporations notice of meeting (or any supplement thereto),
(B) by or at the direction of the Board of Directors or any committee thereof or (C) by any
stockholder of the Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 2.05(a), who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 2.05(a).
(ii) For nominations or other business to be properly brought before an annual meeting of
stockholders by a stockholder pursuant to clause (C) of paragraph (a)(i) of this Section 2.05, the
stockholder must have given timely notice thereof in writing to the Secretary and any such proposed
business (other than the nominations of persons for election to the Board of Directors) must
constitute a proper matter for stockholder action. To be timely, a stockholders notice shall be
delivered to, or mailed and received by, the Secretary at the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the
first anniversary of the preceding years annual meeting of stockholders; provided, however, that
in the event that the date of the annual meeting is advanced more than thirty (30) days prior to
such anniversary date or delayed more than seventy (70) days after such anniversary date then, to
be timely, such notice must be received by the Corporation no earlier than one hundred twenty (120)
days prior to such annual meeting and no later than the later of seventy (70) days prior to the
date of the meeting or the 10th day following the day on which public announcement of
the date of the meeting was first made by the Corporation. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a new time period (or
extend any time period) for the giving of a stockholders notice as described above.
(iii) A stockholders notice to the Secretary 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 (including such persons 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 text of the proposal or business (including the text of any
resolutions proposed for consideration and in the event that such business includes a proposal to
amend these Bylaws, the text of the proposed amendment), 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 proposal is made:
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(1) the name and address of such stockholder (as they appear on the
Corporations books) and any such beneficial owner;
(2) the class or series and number of shares of capital stock of the
Corporation which are held of record or are beneficially owned by such
stockholder and by any such beneficial owner;
(3) a description of any agreement, arrangement or understanding between or
among such stockholder and any such beneficial owner, any of their respective
affiliates or associates, and any other person or persons (including their
names) in connection with the proposal of such nomination or other business;
(4) a description of any agreement, arrangement or understanding
(including, regardless of the form of settlement, any derivative, long or short
positions, profit interests, forwards, futures, swaps, options, warrants,
convertible securities, stock appreciation or similar rights, hedging
transactions and borrowed or loaned shares) that has been entered into by or on
behalf of, or any other agreement, arrangement or understanding that has been
made, the effect or intent of which is to create or mitigate loss to, manage
risk or benefit of share price changes for, or increase or decrease the voting
power of, such stockholder or any such beneficial owner or any such nominee with
respect to the Corporations securities;
(5) a representation that the stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to bring such nomination or other business before the
meeting; and
(6) a representation as to whether such stockholder or any such beneficial
owner intends or is part of a group that intends to (i) deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
voting power of the Corporations outstanding capital stock required to approve
or adopt the proposal or to elect each such nominee and/or (ii) otherwise to
solicit proxies from stockholders in support of such proposal or nomination. If
requested by the Corporation, the information required under clauses (C)(2), (3)
and (4) of the preceding sentence of this Section 2.05 shall be supplemented by
such stockholder and any such beneficial owner not later than ten (10) days
after the record date for the meeting to disclose such information as of the
record date.
(b) Special Meetings of Stockholders.
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Only such business shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporations notice of meeting pursuant to Section
2.04. Nominations of persons for election to the Board of Directors of the Corporation at a
special meeting of stockholders may be made by stockholders only (i) in accordance with Section
2.03 or (ii) if the election of directors is included as business to be brought before a special
meeting in the Corporations notice of meeting, then only by any stockholder of the Corporation who
is a stockholder of record at the time of giving of notice provided for in this Section 2.05(b),
who shall be entitled to vote at the meeting and who complies with the notice procedures set forth
in this Section 2.05(b). The proposal by stockholders of other business to be conducted at a
special meeting of stockholders may be made only in accordance with Section 2.03. For nominations
to be properly brought by a stockholder before a special meeting of stockholders pursuant to this
Section 2.05(b), the stockholder must have given timely notice thereof in writing to the Secretary.
To be timely, a stockholders notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation (A) not earlier than one hundred twenty (120) days prior to
the date of the special meeting nor (B) later than the later of ninety (90) days prior to the date
of the special meeting or the 10th day following the day on which public announcement of
the date of the special meeting was first made. A stockholders notice to the Secretary shall
comply with the notice requirements of Section 2.05(a)(iii).
(c) General.
(i) At the request of the Board of Directors, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary the information that is required to be
set forth in a stockholders notice of nomination that pertains to the nominee. No person shall be
eligible to be nominated by a stockholder to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 2.05. No business shall be
conducted at a stockholder meeting except in accordance with the procedures set forth in Section
2.03 and this Section 2.05. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the procedures prescribed
by these Bylaws or that business was not properly brought before the meeting, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall be disregarded or
such business shall not be transacted, as the case may be. Notwithstanding the foregoing
provisions of this Section 2.05, unless otherwise required by Delaware Law, if the stockholder (or
a qualified representative of the stockholder) does not appear at the annual or special meeting of
stockholders of the Corporation to present a nomination or other proposed business, such nomination
shall be disregarded or such proposed business shall not be transacted, as the case may be,
notwithstanding that proxies in respect of such vote may have been received by the Corporation.
For purposes of this Section 2.05, to be considered a qualified representative of the stockholder,
a person must be a duly authorized officer, manager or partner of such stockholder or must be
authorized
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by a writing executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as proxy at the meeting of stockholders and such person
must produce such writing or electronic transmission, or a reliable reproduction of the writing or
electronic transmission, at the meeting of stockholders.
(ii) Without limiting the foregoing provisions of this Section 2.05, a stockholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and
regulations thereunder with respect to the matters set forth in this Section 2.05; provided,
however, that any references in these Bylaws to the Securities Exchange Act of 1934 or the rules
and regulations promulgated thereunder are not intended to and shall not limit any requirements
applicable to nominations or proposals as to any other business to be considered pursuant to this
Section 2.05, and compliance with paragraphs (a)(i)(C) and (b) of this Section 2.05 shall be the
exclusive means for a stockholder to make nominations or submit other business (other than as
provided in the last sentence of this paragraph (c)(ii)). Notwithstanding anything to the
contrary, the notice requirements set forth herein with respect to the proposal of any business
pursuant to this Section 2.05 other than a nomination shall be deemed satisfied by a stockholder if
such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8
promulgated under the Securities and Exchange Act of 1934, as amended from time to time, and such
stockholders proposal has been included in a proxy statement that has been prepared by the
Corporation to solicit proxies for the meeting of stockholders.
Section 2.06. Quorum. Unless otherwise provided under these Bylaws and subject to Delaware
Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum
for the transaction of business. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders present in person or represented by proxy shall
adjourn the meeting, 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 2.07. Voting.
(a) General. Each stockholder shall be entitled to one vote for each outstanding share of
capital stock of the Corporation held by such stockholder. Any share of capital stock of the
Corporation held by the Corporation shall have no voting rights. Except as otherwise provided by
Delaware Law or these Bylaws, in all matters other than the election of directors, the affirmative
vote of the majority of the shares of capital stock of the Corporation present in person or
represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Subject to the rights of the holders of any series of preferred stock to elect
additional directors under specific circumstances,
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directors shall be elected or designated pursuant to Sections 3.02 and 3.03 of these Bylaws.
(b) Proxy. Each stockholder entitled to vote at a meeting of stockholders or to express
consent or dissent to a corporate action in writing without a meeting may authorize another person
or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed
by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or
by any means of electronic communication permitted by Delaware Law, which results in a writing from
such stockholder or by his attorney, and delivered to the Secretary of the meeting. No proxy shall
be voted after three (3) years from its date, unless said proxy provides for a longer period.
(c) Votes Cast. Votes may be cast by any stockholder entitled to vote in person or by his
proxy. In determining the number of votes cast for or against a proposal or nominee, shares
abstaining from voting on a matter (including elections) will not be treated as a vote cast. A
non-vote by a broker will be counted for purposes of determining a quorum but not for purposes of
determining the number of votes cast.
Section 2.08. Action by Consent.
(a) General. Subject to the proviso in Section 2.02, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at any annual or
special meeting of stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding capital stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporations registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of stockholders to take the action were delivered to
the Corporation as provided in Section 2.08(b).
(b) Execution and Delivery. Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated consent delivered in the
manner required by this section and Delaware Law to the Corporation, written consents signed by a
sufficient
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number of holders to take action are delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporations registered office shall be by hand or by certified or
registered mail, return receipt requested.
Section 2.09. Organization. At each meeting of stockholders, the Chairman of the Board, if
one shall have been elected, or in the Chairmans absence or if one shall not have been elected,
the director designated by the vote of the majority of the directors present at such meeting, shall
act as chairman of the meeting. The Secretary (or in the Secretarys absence or inability to act,
the person whom the chairman of the meeting shall appoint as Secretary of the meeting) shall act as
Secretary of the meeting and shall have the duty to record the proceedings of the meeting in a book
to be kept for that purpose.
Section 2.10. Order of Business. The order of business at all meetings of stockholders shall
be as determined by the chairman of the meeting.
ARTICLE 3
DIRECTORS
DIRECTORS
Section 3.01. General Powers. Subject to Delaware Law, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors.
Section 3.02. Number, Election, Classes, Term of Office. The Board of Directors shall
consist of not less than seven (7) nor more than thirteen (13) directors, with the exact number of
directors to be determined from time to time solely by resolution adopted by the affirmative vote
of a majority of the entire Board of Directors; provided that, so long as ACAS and its affiliated
funds hold at least 10% of the outstanding Common Stock of the Corporation, any action to change
the number of directors shall require the affirmative vote of at least one of the directors
designated by ACAS to join the affirmative vote of the majority of the entire Board of Directors.
The directors shall be divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. Except as otherwise provided in the
Certificate of Incorporation, each director shall serve for a term ending on the date of the third
annual meeting of stockholders next following the annual meeting at which such director was
elected. Notwithstanding the foregoing, each director shall hold office until such directors
successor shall have been duly elected and qualified or until such directors earlier death,
resignation or removal. Directors need not be stockholders.
Section 3.03. ACAS-Designated Directors. Notwithstanding anything to the contrary in these
Bylaws (including, without limitation, Section 3.02), ACAS
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shall have the right to designate the following number of directors to the Board of Directors
so long as any of the following conditions are satisfied:
(i) so long as ACAS and its affiliated funds hold at least 50.1% of the outstanding Common
Stock of the Corporation, ACAS shall have the exclusive right to designate one director to each
of Class I, Class II and Class III;
(ii) so long as ACAS and its affiliated funds hold at least 25% but less than 50.1% of the
outstanding Common Stock of the Corporation, ACAS shall have the exclusive right to designate
one director to each of Class I and Class II; and
(iii) so long as ACAS and its affiliated funds hold at least 10% but less than 25% of the
outstanding Common Stock of the Corporation, ACAS shall have the exclusive right to designate
one director to Class I.
Such designations of directors by ACAS (i) are based on an entire Board of Directors that
consists of seven (7) directors and shall be adjusted proportionately based on the total number of
directors of the entire Board of Directors as may be determined from time to time pursuant to these
Bylaws; and (ii) shall be made at the annual meeting of stockholders or upon vacancy on the Board
of Directors of an ACAS-designated director pursuant to Section 3.13.
Section 3.04. Quorum and Manner of Acting. Unless these Bylaws require a greater number, a
majority of the total number of directors shall constitute a quorum for the transaction of
business, and the affirmative 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, provided, that, on all matters other
than those in which ACAS has a conflict of interest with the Corporation and so long as ACAS holds
at least 50.1% of the outstanding Common Stock of the Corporation, the affirmative 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 only if at least one of the directors designated by ACAS joins the majority.
When a meeting is adjourned to another time or place (whether or not a quorum is present), 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 Board of Directors may
transact any business which might have been transacted at the original meeting. If a quorum shall
not be present at any meeting of the Board of Directors the directors present thereat shall adjourn
the meeting, from time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 3.05. Time and Place of Meetings. The Board of Directors shall hold its meetings at
such place, either within or without the State of Delaware, and at such time as may be determined
from time to time by the Board of Directors (or the Chairman of the Board in the absence of a
determination by the Board of Directors).
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Section 3.06. Annual Meeting. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at the same place where
such annual meeting shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may be held at such
place either within or without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 3.08 or in a waiver of
notice thereof signed by any director who chooses to waive the requirement of notice.
Section 3.07. Regular Meetings. After the place and time of regular meetings of the Board of
Directors shall have been determined and notice thereof shall have been once given to each member
of the Board of Directors, regular meetings may be held without further notice being given.
Section 3.08. Special Meetings. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President and shall be called by the Chairman of the Board,
President or Secretary on the written request of two directors. Notice of special meetings of the
Board of Directors shall be given to each director at least three days before the date of the
meeting in such manner as is determined by the Board of Directors.
Section 3.09. Committees. (a) General. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the 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. In the absence or
disqualification of a member of a committee, the member or members present at any meeting and not
disqualified from voting, whether or not such member or members 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; but no such
committee shall have the power or authority in reference to the following matter: (a) approving or
adopting, or recommending to the stockholders, any action or matter expressly required by Delaware
Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any
Bylaw of the Corporation. Notwithstanding Section 3.04, no committee of the Board of Directors
shall be subject to any requirement that an affirmative vote of a majority of the members present
at a meeting at which a quorum is present shall be the act of the committee only if at least one of
the members designated by ACAS joins the majority. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
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(b) Audit, Compensation and Nominating and Corporate Governance Committees. The Board of
Directors shall designate an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee, which shall have the duties and responsibilities as set forth in
their charters approved by the Board of Directors.
Section 3.10. Action by Consent. Unless otherwise restricted by these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board of Directors or committee, as
the case may be, consent thereto in writing or by electronic transmission, and the writing or
writings or electronic transmission or transmissions, are filed with the minutes of proceedings of
the Board of Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are maintained in
electronic form.
Section 3.11. Telephonic Meetings. Unless otherwise restricted by these Bylaws, members of
the Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by means of conference
telephone or other 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 3.12. Resignation. Any director may resign at any time by giving notice in writing
or by electronic transmission to the Board of Directors or to the Secretary. The resignation of
any director shall take effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.13. Vacancies. Vacancies on the Board of Directors resulting from death,
resignation, removal or otherwise and newly created directorships resulting from any increase in
the number of directors may be filled solely by a majority of the directors then in office
(although less than a quorum) or by the sole remaining director. Each director so elected shall
hold office for a term that shall coincide with the term of the Class to which such director shall
have been elected. If there are no directors in office, then an election of directors may be held
in accordance with Delaware Law. Unless otherwise provided in the Certificate of Incorporation,
when one or more directors shall resign from the Board of Directors, effective at a future date, a
majority of the directors then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold office as provided in
the filling of the other vacancies
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Notwithstanding the above, upon any vacancy on the Board of Directors resulting from death,
resignation, removal or otherwise of a director designated by ACAS, such vacancy shall be filled
pursuant to Section 3.03.
Section 3.14. Removal. No director may be removed from office by the stockholders except for
cause with the affirmative vote of the holders of not less than a majority of the total voting
power of all outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.
Section 3.15. Compensation. Unless otherwise restricted by these Bylaws, the Board of
Directors shall have authority to fix the compensation of directors, including fees and
reimbursement of expenses.
Section 3.16. Chairman of the Board. The Board of Directors may, at its election, appoint a
Chairman of the Board who shall have authority to call and preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board shall not have authority to
act as an officer of the Corporation, sign stock certificates or otherwise act as an agent of the
Corporation, except as expressly authorized by the Board of Directors.
ARTICLE 4
OFFICERS
OFFICERS
Section 4.01. Appointment of Officers. The officers of the Corporation shall be a President,
one or more Vice President(s), a Secretary (who shall have the duty, among other things, to record
the proceedings of the meetings of the stockholders and Board of Directors in a book to be kept for
that purpose), and such other officers as the Board of Directors may from time to time determine,
each to have such authority, functions or duties as the Board of Directors may from time to time
determine. One person may hold the offices and perform the duties of any two or more of said
offices.
Section 4.02. Election, Term of Office and Remuneration. The officers of the Corporation
shall be elected annually by the Board of Directors at the annual meeting thereof. Each such
officer shall hold office until his or her successor is elected and qualified, or until his or her
earlier death, resignation or removal. The remuneration of all officers of the Corporation shall
be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as
the Board of Directors shall determine.
Section 4.03. Removal. Any officer may be removed, with or without cause, at any time, by
resolution adopted by the Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by giving written notice to
the Board of Directors (or to a designated officer if the Board of
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Directors so determines). The resignation of any officer shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Powers and Duties. The officers of the Corporation shall have such powers and
perform such duties incident to each of their respective offices and such other duties as may from
time to time be conferred upon or assigned to them by the Board of Directors.
ARTICLE 5
Capital Stock
Capital Stock
Section 5.01. Certificates For Stock; Uncertificated Shares. The shares of the Corporation
shall be represented by certificates, provided that the Board of Directors of the Corporation may
provide by resolution or resolutions that some or all of any or all classes or series of its stock
shall be uncertificated shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation. Except as otherwise provided
by Delaware Law, the rights and obligations of the holders of uncertificated shares and the rights
and obligations of the holders of shares represented by certificates of the same class and series
shall be identical. Every holder of stock represented by certificates shall be entitled to have a
certificate signed by, or in the name of the Corporation by the President or Vice President, and by
the Secretary representing the number of shares registered in certificate form. Any or all of the
signatures on the 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 such person were such officer, transfer agent or
registrar at the date of issue. The Corporation shall not have power to issue a certificate in
bearer form.
Section 5.02. Transfer Of Shares. Shares of the stock of the Corporation may be transferred
on the record of stockholders of the Corporation by the holder thereof or by such holders duly
authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of
proper transfer instructions from the registered holder of uncertificated shares or by such
holders duly authorized attorney and upon compliance with appropriate procedures for transferring
shares in uncertificated form, unless waived by the Corporation.
Section 5.03. Authority for Additional Rules Regarding Transfer. The Board of Directors
shall have the power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of certificated or uncertificated shares
of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those
which may be lost or destroyed, and may require of any stockholder requesting replacement of lost
or
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destroyed certificates, a bond in such amount and in such form as they may deem expedient to
indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against
any claims arising in connection therewith.
ARTICLE 6
GENERAL PROVISIONS
GENERAL PROVISIONS
Section 6.01. Fixing the Record Date. (a) 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, 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
record date shall not be more than sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is held. 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 that the Board of Directors
may fix a new record date for the adjourned meeting.
(b) 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 ten (10) days after the date upon
which the resolution fixing the record date is adopted by the Board of Directors. If no record
date has been fixed by the Board of Directors, 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 Delaware 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 Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporations 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 Delaware 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 day on which the Board of Directors adopts the
resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any
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change, conversion or 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, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
Section 6.02. Dividends. Subject to Delaware Law, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends may be paid either
in cash, in property or in shares of the capital stock of the Corporation.
Section 6.03. Year. The fiscal year of the Corporation shall commence on July 1 and end on
June 30 of each year.
Section 6.04. Corporate Seal. 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, affixed or otherwise reproduced.
Section 6.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize
any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any
meeting of stockholders of any corporation (except this Corporation) in which the Corporation may
hold stock.
Section 6.06. Amendments. These Bylaws or any of them, may be altered, amended or repealed,
or new bylaws may be made, by the stockholders entitled to vote thereon at any annual or special
meeting thereof or by the Board of Directors; provided, however, that so long as
ACAS and its affiliated funds hold at least 10% of the outstanding Common Stock of the Corporation,
any amendment, restatement, repeal or other modification of Sections 3.02, 3.03, 3.04, 3.13 and
this Section shall require the prior written approval of ACAS.
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