Attached files
file | filename |
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10-Q - 10-Q - RAMBUS INC | f56047e10vq.htm |
EX-32.2 - EX-32.2 - RAMBUS INC | f56047exv32w2.htm |
EX-32.1 - EX-32.1 - RAMBUS INC | f56047exv32w1.htm |
EX-31.2 - EX-31.2 - RAMBUS INC | f56047exv31w2.htm |
EX-31.1 - EX-31.1 - RAMBUS INC | f56047exv31w1.htm |
EXCEL - IDEA: XBRL DOCUMENT - RAMBUS INC | Financial_Report.xls |
Exhibit 3.3
AMENDED AND RESTATED
BYLAWS
OF
RAMBUS INC.
TABLE OF CONTENTS
Page | ||||
ARTICLE I CORPORATE OFFICES |
1 | |||
1.1 REGISTERED OFFICE |
1 | |||
1.2 OTHER OFFICES |
1 | |||
ARTICLE II MEETINGS OF STOCKHOLDERS |
1 | |||
2.1 PLACE OF MEETINGS |
1 | |||
2.2 ANNUAL MEETING |
1 | |||
2.3 SPECIAL MEETING |
1 | |||
2.4 NOTICE OF STOCKHOLDERS MEETINGS |
2 | |||
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE |
2 | |||
2.6 QUORUM |
2 | |||
2.7 ADJOURNED MEETING; NOTICE |
2 | |||
2.8 CONDUCT OF BUSINESS |
3 | |||
2.9 VOTING |
3 | |||
2.10 WAIVER OF NOTICE |
3 | |||
2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING |
3 | |||
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS |
3 | |||
2.13 PROXIES |
4 | |||
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE |
4 | |||
2.15 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS |
5 | |||
2.16 INSPECTORS OF ELECTION |
6 | |||
ARTICLE III DIRECTORS |
6 | |||
3.1 POWERS |
6 | |||
3.2 NUMBER OF DIRECTORS |
7 | |||
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS |
7 | |||
3.4 RESIGNATION AND VACANCIES |
7 | |||
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE |
8 | |||
3.6 CHAIRPERSON OF THE BOARD |
8 | |||
3.7 REGULAR MEETINGS |
8 | |||
3.8 SPECIAL MEETINGS; NOTICE |
9 | |||
3.9 QUORUM |
9 | |||
3.10 ADJOURNED MEETING; NOTICE |
9 | |||
3.11 WAIVER OF NOTICE |
9 | |||
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING |
10 | |||
3.13 FEES AND COMPENSATION OF DIRECTORS |
10 | |||
3.14 APPROVAL OF LOANS TO EMPLOYEES |
10 |
-i-
TABLE OF CONTENTS
(Continued)
(Continued)
Page | ||||
3.15 REMOVAL OF DIRECTORS |
10 | |||
ARTICLE IV COMMITTEES |
11 | |||
4.1 COMMITTEES OF DIRECTORS |
11 | |||
4.2 COMMITTEE MINUTES |
11 | |||
4.3 MEETINGS AND ACTION OF COMMITTEES |
11 | |||
ARTICLE V OFFICERS |
12 | |||
5.1 OFFICERS |
12 | |||
5.2 APPOINTMENT OF OFFICERS |
12 | |||
5.3 SUBORDINATE OFFICERS |
12 | |||
5.4 REMOVAL AND RESIGNATION OF OFFICERS |
12 | |||
5.5 VACANCIES IN OFFICES |
13 | |||
5.6 RESERVED |
13 | |||
5.7 CHIEF EXECUTIVE OFFICER |
13 | |||
5.8 PRESIDENT |
13 | |||
5.9 VICE PRESIDENTS |
13 | |||
5.10 SECRETARY |
13 | |||
5.11 CHIEF FINANCIAL OFFICER |
14 | |||
5.12 ASSISTANT SECRETARY |
14 | |||
5.13 ASSISTANT TREASURER |
14 | |||
5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS |
15 | |||
5.15 AUTHORITY AND DUTIES OF OFFICERS |
15 | |||
ARTICLE VI INDEMNITY |
15 | |||
6.1 THIRD PARTY ACTIONS |
15 | |||
6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION |
16 | |||
6.3 SUCCESSFUL DEFENSE |
16 | |||
6.4 DETERMINATION OF CONDUCT |
16 | |||
6.5 PAYMENT OF EXPENSES IN ADVANCE |
17 | |||
6.6 INDEMNITY NOT EXCLUSIVE |
17 | |||
6.7 INSURANCE INDEMNIFICATION |
17 | |||
6.8 THE CORPORATION |
17 | |||
6.9 EMPLOYEE BENEFIT PLANS |
17 | |||
6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES |
18 | |||
ARTICLE VII RECORDS AND REPORTS |
18 | |||
7.1 MAINTENANCE AND INSPECTION OF RECORDS |
18 | |||
7.2 INSPECTION BY DIRECTORS |
18 | |||
7.3 ANNUAL STATEMENT TO STOCKHOLDERS |
19 |
-ii-
TABLE OF CONTENTS
(Continued)
(Continued)
Page | ||||
ARTICLE VIII GENERAL MATTERS |
19 | |||
8.1 CHECKS |
19 | |||
8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS |
19 | |||
8.3 STOCK CERTIFICATES; PARTLY PAID SHARES |
19 | |||
8.4 SPECIAL DESIGNATION ON CERTIFICATES |
20 | |||
8.5 LOST CERTIFICATES |
20 | |||
8.6 CONSTRUCTION; DEFINITIONS |
20 | |||
8.7 DIVIDENDS |
21 | |||
8.8 FISCAL YEAR |
21 | |||
8.9 SEAL |
21 | |||
8.10 TRANSFER OF STOCK |
21 | |||
8.11 STOCK TRANSFER AGREEMENTS |
21 | |||
8.12 REGISTERED STOCKHOLDERS |
21 | |||
ARTICLE IX AMENDMENTS |
22 |
-iii-
AMENDED AND RESTATED BYLAWS
OF
RAMBUS INC.
(As Amended and Restated as of April 29, 2010)
ARTICLE I
CORPORATE OFFICES
1.1 REGISTERED OFFICE
The registered office of the corporation shall be fixed in the corporations certificate of
incorporation, as the same may be amended from time to time.
1.2 OTHER OFFICES
The board of directors may at any time establish other offices at any place or places where
the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS
Meetings of stockholders shall be held at any place, within or outside the State of Delaware,
designated by the board of directors. In the absence of any such designation, stockholders
meetings shall be held at the corporations principal executive office.
2.2 ANNUAL MEETING
The annual meeting of stockholders shall be held each year on a date and at a time designated
by the board of directors. At the meeting, directors shall be elected and any other proper
business may be transacted.
2.3 SPECIAL MEETING
A special meeting of the stockholders may be called at any time by a majority of the board of
directors of the corporation. No other person or persons are permitted to call a special meeting.
No business may be conducted at a special meeting other than the business specified by the board of
directors as specified in its notice of calling of the meeting delivered to the corporation as
provided
below by Section 2.4 (notice of stockholders meetings) and 2.5 (manner of giving notice;
affidavit of notice).
2.4 NOTICE OF STOCKHOLDERS MEETINGS
All notices of meetings with stockholders shall be in writing and shall be sent or otherwise
given in accordance with Section 2.5 (manner of giving notice; affidavit of notice) of these bylaws
not less than ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notice shall specify 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.
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Written notice of any meeting of stockholders, if mailed, is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at such stockholders address as
it appears on the records of the corporation. An affidavit of the secretary or an assistant
secretary or of the transfer agent of the corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
2.6 QUORUM
The holders of a majority of the stock issued and outstanding and entitled to vote, 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 is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting or (ii) the stockholders entitled to
vote at the meeting, 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 is
present or represented. At such adjourned meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the meeting as originally noticed.
2.7 ADJOURNED MEETING; NOTICE
When a meeting is adjourned to another time or place, unless these bylaws otherwise require,
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 that might have been transacted at the original meeting. If 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.
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2.8 CONDUCT OF BUSINESS
The chairperson of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
business.
2.9 VOTING
The stockholders entitled to vote at any meeting of stockholders shall be determined in
accordance with the provisions of Section 2.12 (record date for stockholder notice; voting; giving
consents) of these bylaws, subject to the provisions of Sections 217 (relating to voting rights of
fiduciaries, pledgors and joint owners of stock) and 218 (relating to voting trusts and other
voting agreements) of the General Corporation Law of Delaware.
Except as may be otherwise provided in the certificate of incorporation or as may be otherwise
required by applicable law, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.
2.10 WAIVER OF NOTICE
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time of the event for which notice is
to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the certificate of incorporation or these bylaws.
2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
The stockholders of the corporation may not take action by written consent without a meeting
but must take any such actions at a duly called annual or special meeting.
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
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 exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action.
-3-
If the board of directors does not so fix a record date:
(i) 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.
(ii) 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.
2.13 PROXIES
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or
persons to act for the stockholder by proxy, authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure established for the meeting,
but no such proxy shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. A proxy shall be deemed signed if the stockholders name is
placed on the proxy (whether by manual signature, typewriting, electronic transmission or
otherwise) by the stockholder or the stockholders attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the provisions of Section 212
of the General Corporation Law of Delaware.
2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE
The officer who has charge of the stock ledger of a 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 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. Such list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting and the number of shares held by
each of them.
-4-
2.15 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS
To be properly brought before an annual meeting or special meeting, nominations for the
election of director or other business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, (b) otherwise properly
brought before the meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder. For such nominations or other business to be
considered properly brought before the meeting by a stockholder, such stockholder must have given
timely notice and in proper form of his or her intent to bring such business before such meeting.
To be timely, such stockholders notice must be delivered to or mailed and received by the
secretary of the corporation not less than 90 days prior to the meeting; provided,
however, that in the event that less than 100 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was made. To be in
proper form, a stockholders notice to the secretary shall set forth:
(i) the name and address of the stockholder who intends to make the nominations, propose the
business, and, as the case may be, the name and address of the person or persons to be nominated or
the nature of the business to be proposed;
(ii) a representation that the stockholder is a holder of record of stock of the corporation
entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice or introduce the business
specified in the notice;
(iii) if applicable, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the stockholder;
(iv) such other information regarding each nominee or each matter of business to be proposed
by such stockholder as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, or the matter been proposed, or intended to be proposed by the board of directors;
and
(v) if applicable, the consent of each nominee to serve as director of the corporation if so
elected.
The chairperson of the meeting may refuse to acknowledge the nomination of any person or the
proposal of any business not made in compliance with the foregoing procedure.
-5-
2.16 INSPECTORS OF ELECTION
A written proxy may be in the form of a telegram, cablegram, or other means of electronic
transmission which sets forth or is submitted with information from which it can be determined that
the telegram, cablegram, or other means of electronic transmission was authorized by the person.
Before any meeting of stockholders, the board of directors shall appoint an inspector or
inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be
either one (1) or three (3). If any person appointed as inspector fails to appear or fails or
refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or
a stockholders proxy shall, appoint a person to fill that vacancy.
Such inspectors shall:
(i) determine the number of shares outstanding and the voting power of each, the number of
shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies;
(ii) receive votes, ballots or consents;
(iii) hear and determine all challenges and questions in any way arising in connection with
the right to vote;
(iv) count and tabulate all votes or consents;
(v) determine when the polls shall close;
(vi) determine the result; and
(vii) do any other acts that may be proper to conduct the election or vote with fairness to
all stockholders.
The inspectors of election shall perform their duties impartially, in good faith, to the best
of their ability and as expeditiously as is practical. If there are three (3) inspectors of
election, the decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
ARTICLE III
DIRECTORS
3.1 POWERS
Subject to the provisions of the General Corporation Law of Delaware and any limitations in
the certificate of incorporation or these bylaws relating to action required to be approved by the
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stockholders or by the outstanding shares, the business and affairs of the corporation shall
be managed and all corporate powers shall be exercised by or under the direction of the board of
directors.
3.2 NUMBER OF DIRECTORS
The exact number of directors shall be determined from time to time by resolution of the board
of directors, provided the board of directors shall consist of no more than ten (10) directors.
The maximum number of directors constituting the entire board of directors may be changed by an
amendment to this bylaw duly adopted by resolution of the board of directors or stockholders in
accordance with these bylaws. No reduction of the authorized number of directors shall have the
effect of removing any director before that directors term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
Except as provided in Section 3.4 (resignation and vacancies) of these bylaws, directors shall
be elected at each annual meeting of stockholders to hold office until the next annual meeting.
Directors need not be stockholders unless so required by the certificate of incorporation or these
bylaws. Each director, including a director elected to fill a vacancy, shall hold office until his
or her successor is elected and qualified or until the directors earlier death, resignation or
removal. The certificate of incorporation or these bylaws may prescribe other qualifications for
directors.
If so provided in the certificate of incorporation, the directors of the corporation shall be
divided into classes.
Elections of directors need not be by written ballot.
3.4 RESIGNATION AND VACANCIES
Any director may resign at any time upon written notice to the attention of the secretary of
the corporation. When one or more directors so resigns and the resignation is effective at a
future date, a majority of the directors then in office, including those who have so resigned,
shall have 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 this section in the filling of other vacancies.
Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and
newly created directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a sole remaining
director. If the directors are divided into classes, a person so elected by the directors then in
office to fill a vacancy or newly created directorship shall hold office until the next election of
the class for which such director shall have been chosen and until his or her successor shall have
been duly elected and qualified.
-7-
If at any time, by reason of death or resignation or other cause, the corporation should have
no directors in office, then any officer or any stockholder or an executor, administrator, trustee
or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person
or estate of a stockholder, may call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or these bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211 of the General
Corporation Law of Delaware.
If, at the time of filling any vacancy or any newly created directorship, the directors then
in office constitute less than a majority of the whole board of directors (as constituted
immediately prior to any such increase), then the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten (10) percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace the directors chosen
by the directors then in office as aforesaid, which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as far as applicable.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
The board of directors of the corporation may hold meetings, both regular and special, either
within or outside the State of Delaware.
Unless otherwise restricted by the certificate of incorporation or 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 any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at the meeting.
3.6 CHAIRPERSON OF THE BOARD
The chairperson of the board shall, if present, preside at meetings of the board of directors
and exercise and perform such other powers and duties as may from time to time be assigned to him
or her by the board of directors or as may be prescribed by these bylaws. If there is no chief
executive officer and no president, then the chairperson of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7
(chief executive officer) of these bylaws.
3.7 REGULAR MEETINGS
Regular meetings of the board of directors may be held without notice at such time and at such
place as shall from time to time be determined by the board of directors.
-8-
3.8 SPECIAL MEETINGS; NOTICE
Special meetings of the board of directors for any purpose or purposes may be called at any
time by the chairperson of the board of directors, the president, the secretary or a majority of
the authorized number of directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone
to each director or sent by first-class mail or telegram, charges prepaid, addressed to each
director at that directors address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by telephone or by
telegram, it shall be delivered personally or by telephone or to the telegraph company at least
forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the director or to a person at the office
of the director who the person giving the notice has reason to believe will promptly communicate it
to the director. The notice need not specify the purpose or the place of the meeting, if the
meeting is to be held at the principal executive office of the corporation.
3.9 QUORUM
At all meetings of the board of directors, a majority of the authorized number of 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 present shall be the act of the board
of directors, except as may be otherwise specifically provided by statute, the certificate of
incorporation or these bylaws. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.
3.10 ADJOURNED MEETING; NOTICE
If a quorum is not present at any meeting of the board of directors, then the directors
present thereat may adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.
3.11 WAIVER OF NOTICE
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed
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 a meeting for the express purpose of objecting, at the
-9-
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 directors, or members of a committee of directors, need be
specified in any written waiver of notice unless so required by the certificate of incorporation or
these bylaws.
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Unless otherwise restricted by the certificate of incorporation or 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 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 the proceedings of the board, 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.
3.13 FEES AND COMPENSATION OF DIRECTORS
Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of
directors shall have the authority to fix the compensation of directors.
3.14 APPROVAL OF LOANS TO EMPLOYEES
The corporation may lend money to, or guarantee any obligation of, or otherwise assist
officers or employees of the corporation or of its subsidiary, including any officer or employee
who is a director of the corporation or of its subsidiary, whenever, in the judgment of the board
of directors, such loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the board of directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation. Notwithstanding the foregoing, the
corporation may not, directly or indirectly, including through any subsidiary, extend or maintain
credit, arrange for the extension of credit, or renew an extension of credit, in the form of a
personal loan to or for any director or executive officer (or equivalent thereof) of the
corporation.
3.15 REMOVAL OF DIRECTORS
Unless otherwise restricted by statute, by the certificate of incorporation or by these
bylaws, any director or the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of directors.
No reduction of the authorized number of directors shall have the effect of removing any
director prior to the expiration of such directors term of office.
-10-
ARTICLE IV
COMMITTEES
4.1 COMMITTEES OF DIRECTORS
The board of directors may, by resolution passed by a majority of the whole board of
directors, designate one or more committees, with 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 thereof 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 or in the bylaws of
the corporation, 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 that may require it; but no such committee shall have the
power or authority to (i) approve, adopt or recommend to the stockholders any action or matter
expressly required by the General Corporation Law of Delaware to be submitted to stockholders for
approval, or (ii) adopt, amend or repeal any bylaw of the corporation.
4.2 COMMITTEE MINUTES
Each committee shall keep regular minutes of its meetings and report the same to the board of
directors when required.
4.3 MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these bylaws, Section 3.5 (place of meetings; meetings by
telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings; notice), Section 3.9
(quorum), and Section 3.12 (board action by written consent without a meeting), with such changes
in the context of those bylaws as are necessary to substitute the committee and its members for the
board of directors and its members; provided, however, that the time of regular
meetings of committees may be determined either by resolution of the board of directors or by
resolution of the committee, that special meetings of committees may also be called by resolution
of the board of directors and that notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the committee. The board
of directors may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.
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ARTICLE V
OFFICERS
5.1 OFFICERS
The corporate officers of the corporation shall be a president and a secretary, and may
include a chief executive officer, a chief financial officer, and a treasurer. The corporation may
also have, at the discretion of the board of directors, one or more senior vice presidents, one or
more vice presidents, one or more assistant vice presidents, one or more assistant secretaries, one
or more assistant treasurers, and any such other officers as may be appointed in accordance with
the provisions of these bylaws. Any number of offices may be held by the same person.
5.2 APPOINTMENT OF CORPORATE OFFICERS
The corporate officers of the corporation shall be appointed by the board of directors,
subject to the rights, if any, of an officer under any contract of employment, and shall hold their
respective offices for such terms as the Board of Directors may from time to time determine;
provided, however, that the treasurer may also be appointed in accordance with
Section 5.3 below.
5.3 SUBORDINATE OFFICERS
In addition to the corporate officers of the corporation as provided in Section 5.1 of these
bylaws, the board of directors may appoint, or empower the chief executive officer or the president
to appoint, such other officers and agents as the business of the corporation may require, each of
whom shall hold office for such period, have such authority, and perform such duties as are
provided in these bylaws or as the board of directors may from time to time determine.
5.4 REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by an affirmative vote of the majority of the board of
directors at any regular or special meeting of the board of directors or, except in the case of an
officer chosen by the board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.
Any officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer is a party.
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5.5 VACANCIES IN OFFICES
Any vacancy occurring in any office of the corporation shall be filled by the board of
directors.
5.6 [reserved]
5.7 CHIEF EXECUTIVE OFFICER
Subject to the supervisory powers, if any, as may be given by the board of directors to the
chairperson of the board, if there be such a director so designated, the chief executive officer,
if any, shall, subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. In the absence or
nonexistence of a chairperson of the board, the chief executive officer shall preside at meetings
of the board of directors. The chief executive officer shall preside at all meetings of the
stockholders. The chief executive officer shall have such other powers and duties as may be
prescribed by the board of directors or these bylaws. If there be a chief executive officer, all
rights assigned by these bylaws to the president shall be deemed to be those of the chief executive
officer.
5.8 PRESIDENT
The president shall preside at all meetings of the stockholders in the absence or nonexistence
of a chairperson of the board or a chief executive officer. The president shall have the general
powers and duties of management usually vested in the office of president of a corporation and
shall have such other powers and duties as may be prescribed by the board of directors or these
bylaws. If there is no chief executive officer, then the president shall also be the chief
executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7
(chief executive officer) of these bylaws.
5.9 VICE PRESIDENTS
In the absence or disability of the president, the vice presidents, if any, in order of their
rank as fixed by the board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice presidents shall
have such other powers and perform such other duties as from time to time may be prescribed for
them respectively by the board of directors, these bylaws or the president.
5.10 SECRETARY
The secretary shall keep or cause to be kept, at the principal executive office of the
corporation or such other place as the board of directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors, and stockholders. The minutes shall
show the time and place of each meeting, whether regular or special (and, if special, how
authorized
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and the notice given), the names of those present at directors meetings or committee
meetings, the number of shares present or represented at stockholders meetings, and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the
corporation or at the office of the corporations transfer agent or registrar, as determined by
resolution of the board of directors, a share register, or a duplicate share register, showing the
names of all stockholders and their addresses, the number and classes of shares held by each, the
number and date of certificates evidencing such shares, and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and
of the board of directors required to be given by law or by these bylaws. The secretary shall keep
the seal of the corporation, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or by these bylaws.
5.11 CHIEF FINANCIAL OFFICER
The chief financial officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and business transactions of
the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital retained earnings, and shares. The books of account shall at all reasonable times
be open to inspection by any director.
The chief financial officer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the board of
directors. The chief financial officer shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors, whenever they
request it, an account of all his or her transactions as chief financial officer and of the
financial condition of the corporation, and shall have other powers and perform such other duties
as may be prescribed by the board of directors or these bylaws.
5.12 ASSISTANT SECRETARY
The assistant secretary, or, if there is more than one, the assistant secretaries in the order
determined by the stockholders or board of directors (or if there be no such determination, then in
the order of their election) shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as may be prescribed by the board of directors
or these bylaws.
5.13 TREASURER AND ASSISTANT TREASURER
The treasurer may perform the duties and exercise the powers of the chief financial officer,
to the extent such duties and powers are delegated to the treasurer by the chief financial officer.
The treasurer first, and the assistant treasurer, or, if there is more than one, the assistant
treasurers, in the
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order determined by the stockholders, board of directors or chief executive officer (or if
there be no such determination, then in the order of the appointment of the assistant treasurers)
next, shall, in the absence of the chief financial officer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the chief financial officer and
shall perform such other duties and have such other powers as may be prescribed by the board of
directors or these bylaws.
5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The president, any vice president, the chief financial officer, the secretary or assistant
secretary of this corporation, or any other person authorized by the board of directors or the
president or a vice president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be exercised either by
such person directly or by any other person authorized to do so by proxy or power of attorney duly
executed by such person having the authority.
5.15 AUTHORITY AND DUTIES OF OFFICERS
All officers of the corporation shall respectively have such authority and perform such duties
in the management of the business of the corporation as may be designated from time to time by the
board of directors or the stockholders and, to the extent not so provided, as generally pertain to
their respective offices, subject to the control of the board of directors.
ARTICLE VI
INDEMNITY
6.1 THIRD PARTY ACTIONS
The corporation shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
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6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
The corporation shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that such person is or was a director,
officer, employee or agent of corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys fees) and amounts paid in settlement (if
such settlement is approved in advance by the corporation, which approval shall not be unreasonably
withheld) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in manner the person
reasonably believed to be in or not opposed to the best interests of the corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper. Notwithstanding any other provision of this
Article VI, no person shall be indemnified hereunder for any expenses or amounts paid in settlement
with respect to any action to recover short-swing profits under Section 16(b) of the Securities
Exchange Act of 1934, as amended.
6.3 SUCCESSFUL DEFENSE
To the extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
Sections 6.1 (third party actions) and 6.2 (actions by or in the right of the corporation), or in
defense of any claim, issue or matter therein, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by the person in connection therewith.
6.4 DETERMINATION OF CONDUCT
Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination that the
indemnification of the director, officer, employee or agent is proper in the circumstances because
the person has met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made (1) by a majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors,
or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. Notwithstanding the foregoing, a director, officer, employee or agent of the
corporation shall be entitled to contest any determination that the director, officer, employee or
agent has not met the applicable standard of conduct set forth in Sections 6.1 and 6.2 by
petitioning a court of competent jurisdiction.
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6.5 PAYMENT OF EXPENSES IN ADVANCE
Expenses incurred in defending a civil or criminal action, suit or proceeding, by an
individual who may be entitled to indemnification pursuant to Section 6.1 or 6.2, shall be paid by
the corporation in advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount
if it shall ultimately be determined that the individual is not entitled to be indemnified by the
corporation as authorized in this Article VI.
6.6 INDEMNITY NOT EXCLUSIVE
The indemnification and advancement of expenses provided by or granted pursuant to the other
sections of this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in their official
capacity and as to action in another capacity while holding such office.
6.7 INSURANCE INDEMNIFICATION
The corporation shall have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any liability asserted
against the person and incurred by the person in any such capacity or arising out of the persons
status as such, irrespective of whether the corporation would have the power to indemnify such
person against such liability under the provisions of this Article VI.
6.8 THE CORPORATION
For purposes of this Article VI, references to the corporation shall include, in addition to
the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in
the same position under and subject to the provisions of this Article VI (including, without
limitation the provisions of Section 6.4 (determination of conduct)) with respect to the resulting
or surviving corporation as the person would have with respect to such constituent corporation if
its separate existence had continued.
6.9 EMPLOYEE BENEFIT PLANS
For purposes of this Article VI, references to other enterprises shall include employee
benefit plans; references to fines shall include any excise taxes assessed on a person with
respect
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to an employee benefit plan; and references to serving at the request of the corporation
shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to
the best interests of the corporation as referred to in this Article VI.
6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
The indemnification and advancement of expenses provided by, or granted pursuant to, this
Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
ARTICLE VII
RECORDS AND REPORTS
7.1 MAINTENANCE AND INSPECTION OF RECORDS
The corporation shall, either at its principal executive officer or at such place or places as
designated by the board of directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder, a copy of these bylaws as
amended to date, accounting books, and other records.
Any stockholder of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours for business to
inspect for any proper purpose the corporations stock ledger, a list of its stockholders, and its
other books and records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such persons interest as a stockholder. In every instance where an
attorney or other agent is the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing that authorizes the attorney or
other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of business.
7.2 INSPECTION BY DIRECTORS
Any director shall have the right to examine the corporations stock ledger, a list of its
stockholders, and its other books and records for a purpose reasonably related to his or her
position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to
determine whether a director is entitled to the inspection sought. The Court of Chancery may
summarily order the corporation to permit the director to inspect any and all books and records,
the stock ledger, and the stock list and to make copies or extracts therefrom. The Court of
Chancery may, in its
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discretion, prescribe any limitations or conditions with reference to the inspection, or award
such other and further relief as it may deem just and proper.
7.3 ANNUAL STATEMENT TO STOCKHOLDERS
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.
ARTICLE VIII
GENERAL MATTERS
8.1 CHECKS
From time to time, the board of directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the corporation, and only
the persons so authorized shall sign or endorse those instruments.
8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
The board of directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute any instrument in
the name of and on behalf of the corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the board of directors or within the agency power
of an officer, no officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
8.3 STOCK CERTIFICATES; PARTLY PAID 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. Every holder of stock in the corporation represented by certificates shall be
entitled to have a certificate signed by, or in the name of the corporation by, the chairman or
vice-chairman of the board of directors, or the president or vice-president, and by the chief
financial officer, or the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation 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, director,
transfer agent or registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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 the person were such
officer, transfer agent or registrar at the date of issue.
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The corporation may issue the whole or any part of its shares as partly paid and subject to
call for the remainder of the consideration to be paid therefor. Upon the face or back of each
stock certificate issued to represent any such partly paid shares, upon the books and records of
the corporation in the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon
partly paid shares of the same class, but only upon the basis of the percentage of the
consideration actually paid thereon.
8.4 SPECIAL DESIGNATION ON CERTIFICATES
If the corporation is authorized to issue more than one class of stock or more than one series
of any class, then the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall issue to represent
such class or series of stock; provided, however, that, except as otherwise
provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that the corporation
shall issue to represent such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
8.5 LOST CERTIFICATES
Except as provided in this Section 8.5 (lost certificates), no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is surrendered to the
corporation and canceled at the same time. The corporation may issue a new certificate of stock or
uncertificated shares 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 the owners 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 such new certificate or
uncertificated shares.
8.6 CONSTRUCTION; DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and
definitions in the Delaware General Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term person includes both a corporation and a
natural person.
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8.7 DIVIDENDS
The directors of the corporation, subject to any restrictions contained in (i) the General
Corporation Law of Delaware or (ii) the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of
the corporations capital stock.
The directors of the corporation may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may abolish any such
reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or
maintaining any property of the corporation, and meeting contingencies.
8.8 FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board of directors and
may be changed by the board of directors.
8.9 SEAL
The corporation may adopt a corporate seal, which shall be adopted and which may be altered by
the board of directors, and may use the same by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
8.10 TRANSFER OF STOCK
Stock of the corporation shall be transferable in the manner prescribed by law and in these
bylaws. Transfers of stock shall be made on the books of the corporation only by the record holder
of such stock or by his or her attorney lawfully constituted in writing and, if such stock is
certificated, upon the surrender of the certificate therefor, which shall be canceled before a new
certificate shall be issued.
8.11 STOCK TRANSFER AGREEMENTS
The corporation shall have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the corporation to restrict the transfer of
shares of stock of the corporation of any one or more classes owned by such stockholders in any
manner not prohibited by the General Corporation Law of Delaware.
8.12 REGISTERED STOCKHOLDERS
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, shall be entitled
to hold liable for calls and assessments the 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
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part of another person, whether or not it shall have express or other notice thereof, except
as otherwise provided by the laws of Delaware.
ARTICLE IX
AMENDMENTS
The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled
to vote; provided, however, that the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that
such power has been so conferred upon the directors shall not divest the stockholders of the power,
nor limit their power to adopt, amend or repeal bylaws.
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