Attached files
| file | filename |
|---|---|
| 10-Q - KULICKE & SOFFA INDUSTRIES INC | v192180_10q.htm |
| EX-32.2 - KULICKE & SOFFA INDUSTRIES INC | v192180_ex32-2.htm |
| EX-31.1 - KULICKE & SOFFA INDUSTRIES INC | v192180_ex31-1.htm |
| EX-31.2 - KULICKE & SOFFA INDUSTRIES INC | v192180_ex31-2.htm |
| EX-32.1 - KULICKE & SOFFA INDUSTRIES INC | v192180_ex32-1.htm |
Exhibit
3(ii)
KULICKE
AND SOFFA INDUSTRIES, INC.
BY-LAWS
As
Amended and Restated on August 4, 2010
ARTICLE
I—OFFICES
1. Registered Office.
The registered office of the Corporation shall be at:
1005
Virginia Drive
Ft.
Washington PA 19034
2. Other Offices. The
Corporation may also have offices at such other places as the Board of Directors
may from time to time appoint or the business of the Corporation may
require.
ARTICLE
II—SEAL
1. The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words “Corporate Seal,
Pennsylvania.”
ARTICLE
III—SHAREHOLDERS’ MEETING
1. Place of Meeting.
Meetings of the shareholders shall be held at the office of the Corporation at
1005 Virginia Drive, Ft. Washington PA or at such other place or places, either
within or without the Commonwealth of Pennsylvania, as may from time to time be
selected.
2. Annual Meeting. The
annual meeting of stockholders for the election of Directors and for the
transaction of such other business as may properly come before said meeting
shall be at such time as may be fixed by the Board of Directors on the second
Tuesday in February in each year, but if such date be a legal holiday under the
laws of the Commonwealth of Pennsylvania, then at the same hour on the next
succeeding day not a holiday under the laws of said state. If the election of
Directors shall not be held on the day designated herein therefor, the Board
shall call a meeting forthwith for the election of Directors.
3. Voting. In all
elections for directors cumulative voting shall be allowed. No share shall be
voted at any meeting upon which any installment is due and unpaid.
4. Notice of Meetings.
Except as provided in Section 1707 of the Pennsylvania Business Corporation Law
of 1988, written notice of every meeting of shareholders shall be given in any
manner permitted by law by or at the direction of the Secretary or such other
person as is authorized by the Board of Directors to each shareholder of record
entitled to receipt thereof, at least five days prior to the day named for the
meeting, unless a greater period of notice is required by law in a particular
case.
5. Judges of Election.
In advance of any meeting of shareholders, the Board of Directors may appoint
judges of election, who need not be shareholders, to act at such meeting or any
adjournments thereof. If judges of election be not so appointed, the chairman of
any such meeting may, and on the request of any shareholder or his proxy, shall
make such appointment at the meeting. The number of judges shall be one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares present and entitled to vote shall determine
whether one or three judges are to be appointed. On request of the chairman of
the meeting, or of any shareholder or his proxy, the judges shall make a report
in writing of any challenge or question or matter determined by them, and
execute a certificate of any fact found by them. No person who is a candidate
for office shall act as a judge.
6. Special Meetings.
Special meetings of the shareholders may be called at any time by the Board of
Directors, by the Chairman of the Board or by the President of the Corporation.
Business transacted at all special meetings shall be confined to the objects
stated in the call and matters germane thereto.
ARTICLE
IV—DIRECTORS
1. Number and Term of
Office. The number of Directors of the Corporation shall be not less than
four nor more than twelve and shall be divided into four classes. Upon the
expiration of the term of each class, directors of that class shall be elected
by the shareholders for four-year terms. The Board of Directors shall, from time
to time, designate by resolution the number of directors which shall constitute
the entire Board of Directors and the number of directors which shall constitute
each class, which numbers shall remain in effect until modified or changed by
the Board of Directors; provided, however, that the number of directors in each
class shall be as nearly equal as possible and no change in the number of
directors constituting the whole Board or any class of directors shall affect
the incumbency or term of office of any incumbent director.
2. Vacancies. Vacancies
in the Board of Directors shall be filled by a majority of the remaining members
of the Board, though less than a quorum, and each person so elected shall be a
director until the next selection of the class for which the director has been
chosen, and until his successor has been selected and qualified or until his
earlier death, resignation or removal.
3. Resignations. Any
director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary. The resignation shall be effective
upon receipt thereof or at such subsequent time as may be specified in the
notice of resignation. Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
4. Annual Meeting.
Immediately after each annual election of directors, the Board of Directors
shall meet for the purpose of organization, election of officers, and the
transaction of other business at the place where such election of directors was
held. Notice of such meeting need not be given. In the absence of a quorum at
said meeting, the same may be held at any other time and place which shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors.
5. Regular Meetings.
Regular meetings of the Board shall be held at such time and place as shall be
designated from time to time by the Board. Notice of such meetings need not be
given. If the date fixed for any such regular meeting be a legal holiday under
the laws of the State where such meeting is to be held, then the same shall be
held on the next succeeding secular day not a legal holiday under the laws of
said State, or at such other time as may be determined by resolution of the
Board. At such meetings the directors may transact such business as may be
brought before the meeting.
6. Special Meetings.
Special meetings of the Board may be called by the Chairman of the Board, by the
President or by two or more of the directors, and shall be held at such time and
place as designated in the call for the meeting. Notice of such special meeting
shall be given by or at the direction of the person or persons authorized to
call such meeting to each director at least three days prior to the day named
for the meeting. At such meetings the directors may transact such business as
may be brought before the meeting.
7. Organization. Every
meeting of the Board of Directors shall be presided over by the Chairman of the
Board, if one has been selected and is present, and, if not, the President, or
in the absence of the Chairman of the Board and the President, a chairman chosen
by a majority of the directors present. The Secretary, or in his absence, a
person appointed by the Chairman, shall act as secretary.
8. Compensation. The
Board of Directors shall, from time to time, set the compensation to be received
by the Directors, as such, which may be in such forms as the Board of Directors
determine including, without limitation, fixed sums, expenses for attendance at
meetings, quarterly or annual honorariums, the grant of stock options, and/or
other payments in cash or in stock of this Corporation. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
9. Committees. The Board
of Directors may establish one or more Committees to consist of one or more
directors of the Corporation. Any committee, to the extent provided by the Board
of Directors, shall have and may exercise all of the powers and authority of the
Board of Directors except that a committee shall not have any power or authority
as to the following: (i) the submission to shareholders of any action requiring
approval of shareholders under the Pennsylvania Business Corporation Law of
1988; and (ii) the creation or filling of vacancies in the Board of Directors;
(iii) the adoption, amendment or repeal of the bylaws; (iv) the amendment or
repeal of any resolution of the Board that by its term is amendable or
repealable only by the Board; (v) action on matters committed by the bylaws or
resolution of the Board of Directors to another committee of the
Board.
10. Use of Conference Telephone
Equipment. Unless the Board of Directors determines otherwise in a
particular case, one or more persons may participate in any meeting of the Board
of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other; however, the use of such equipment is not a matter of right for any
person. Participation in a meeting by means of such equipment shall constitute
presence in person at such meeting.
11. Liability of
Directors. Directors of this Corporation shall not be personally liable
for monetary damages as such for any action taken, or failure to take any
action, unless:
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(a)
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The director has breached or
failed to perform the duties of his office,
and
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(b)
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The breach or failure to perform
constituted self- dealing, willful misconduct, or
recklessness;
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provided,
however, that the provisions of this bylaw shall not apply to the responsibility
or liability of a director pursuant to any criminal statute or the liability of
a director for the payment of taxes pursuant to local, State or Federal
law.
12. Indemnification.
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(a)
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The Corporation shall and hereby
agrees to indemnify any person (an “Indemnified Person”) who was or is a
party or witness in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including without limitation one brought by or in the right of the
Corporation (any of the foregoing, a “Proceeding”), by reason of the fact
that the Indemnified Person is or was a director or officer of the
Corporation, or is or was serving while a director or officer 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 actually and reasonably incurred by the
Indemnified Person in connection with the Proceeding, except to the extent
such indemnification is prohibited by applicable
law.
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(b)
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Expenses incurred by an
Indemnified Person in defending a Proceeding or in connection with
appearing as a witness in a Proceeding shall automatically be paid by the
Corporation, without the need for action by the Board of Directors, in
advance of the final disposition of the Proceeding upon receipt of an
undertaking by or on behalf of the Indemnified Person to repay such
amounts if it is ultimately determined that the Indemnified Person is not
entitled to be indemnified by the
Corporation.
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(c)
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Notwithstanding anything in this
Section 12 to the contrary, the Corporation is not obligated to either
indemnify any person under this section or advance expenses under this
section with respect to an action, suit or proceeding commenced by the
person, other than mandatory counterclaims and affirmative
defenses.
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(d)
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The duties of the Corporation to
indemnify and to advance expenses to an Indemnified Person as provided in
this Section 12 are in the nature of a contract between the Corporation
and the Indemnified Person, and an amendment or repeal of any provision of
this Section 12 shall not alter, to the detriment of an Indemnified
Person, the right of the Indemnified Person to the advancement of expenses
or indemnification related to a claim based on an act or failure to act
that took place prior to the amendment or repeal or the termination of the
service of the Indemnified Person as a director or officer, whichever is
earlier.
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(e)
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The Corporation may indemnify
employees and agents of the Corporation, and advance expenses to them, on
the same basis as provided in this Section 12 for directors and officers,
as the Board of Directors may from time to time determine or
authorize.
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(f)
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The indemnification provided by
this Section 12 shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any other bylaw,
agreement, vote of shareholders or disinterested directors of otherwise,
both as to action in an official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such person. If the
Pennsylvania Business Corporation Law of 1988 is amended to permit a
Pennsylvania corporation to provide greater rights to indemnification and
advancement of expenses for its directors and officers than the express
terms of this Section 12, this section shall be construed to provide for
those greater rights.
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ARTICLE
V—OFFICERS
1. General. The officers
of the Corporation shall be a President, a Secretary and a Treasurer, and may
include one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as the Board of Directors may
authorize from time to time.
2. Compensation. The
salaries of all officers of the Corporation shall be fixed by the Board of
Directors.
3. Election and Term of
Office. The officers of the Corporation shall be elected or appointed by
the Board of Directors and each shall serve at the pleasure of the
Board.
4. Resignations. Any
officer may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary. The registration shall be effective
upon receipt thereof or at such subsequent time as may be specified in the
notice of resignation. Unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
5.
Chairman of the
Board. The Chairman of the Board shall not be a current or former
executive officer of the Corporation. He or the Vice Chairman, if any,
shall preside at all meetings of the shareholders and directors, shall see that
all orders and resolutions of the Board are carried into effect, subject,
however, to the right of the directors to delegate any specific powers, except
such as may be by statute exclusively conferred on the chief executive officer,
to any other officer or officers of the Corporation and shall perform such other
duties as may from time to time be requested by the Board of
Directors.
6. The President. The
President shall be the chief executive officer of the Corporation. He shall have
general and active management of the business of the Corporation, subject,
however, to the control of the Board of Directors, shall have the power to
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Corporation, except in cases where the signing and execution thereof shall
be expressly delegated by the Board of Directors, or by these By-laws, to some
other officer or agent of the Corporation and he shall also have such authority
and perform such duties as from time to time shall be prescribed by the Board or
delegated to him by the Chairman of the Board.
7. The Vice Presidents.
In the absence or disability of the President or when so directed by the
Chairman of the Board or the President, any Vice President designated by the
Board of Directors may 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; provided, however, that no Vice President shall act as a
member of or as chairman of any committee of the Board of which the President is
a member or chairman by designation or ex-officio, unless such Vice President is
a member of the Board of Directors and has been designated expressly by the
Board as the alternate to the President for purposes of service on such
committee. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them respectively by the Board, the Chairman of the
Board or the President.
8. The Secretary. The
Secretary shall record all the votes of the shareholders and of the directors
and the minutes of the meetings of the shareholders and of the Board of
Directors in a book or books to be kept for that purpose and shall perform like
duties for all committees of the Board of Directors when required; he shall see
that notices of meetings of the Board and shareholders are given and that all
records and reports are properly kept and filed by the Corporation as required
by law; he shall be the custodian of the seal of the Corporation and shall see
that it is affixed to all documents to be executed on behalf of the Corporation
under its seal; and, in general, he shall perform all duties incident to the
office of Secretary, or such other duties as may from time to time be assigned
to him by the Board, the Chairman of the Board or the President.
9. Assistant
Secretaries. In the absence or disability of the Secretary or when so
directed by the Secretary, any Assistant Secretary may perform all the duties of
the Secretary, and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Secretary. The Assistant Secretaries shall
perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Chairman of the Board, the
President, or the Secretary.
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10. The Treasurer. The
Treasurer shall have charge of all receipts and disbursements of the Corporation
and shall have or provide for the custody of its funds and securities; he shall
have full authority to receive and give receipts for all money due and payable
to the Corporation, and to endorse checks, drafts, and warrants in its name and
on its behalf and to give full discharge of the same; he shall deposit all funds
of the Corporation, except such as may be required for current use, in such
banks or other places of deposit as the Board of Directors or officers
designated by the Board of Directors may from time to time designate; he shall
render to the President, the Chairman of the Board and the Directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation; and, in general, he shall perform all duties incident to the office
of Treasurer and such other duties as may from time to time be assigned to him
by the Board, the Chairman of the Board or the President.
11. Assistant Treasurers.
In the absence or disability of the Treasurer or when so directed by the
Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer,
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer. The Assistant Treasurers shall perform such
other duties as from time to time may be assigned to them respectively by the
Board of Directors, the Chairman of the Board, the President, or the
Treasurer.
ARTICLE
VI.—SHARE CERTIFICATES; TRANSFER
1. Certificated and
Uncertificated Shares. All shares of each class and series may be
certificated or uncertificated, except as may be otherwise expressly provided in
the terms of a particular class or series, as provided by Pennsylvania Business
Corporation Law. Any certificated shares shall remain certificated until the
certificate representing such shares is surrendered to the corporation. Every
holder of shares represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by the
Chairman of the Board or the President and by the Secretary or an Assistant
Secretary of the Corporation, but such signatures may be facsimiles, engraved or
printed. In case any officer who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer
because of death, resignation, or otherwise, before the certificate is issued,
it may be issued by the Corporation with the same effect as if the officer had
not ceased to be such at the date of its issue.
2. Transfer of Shares.
Transfers of shares shall be made on the books of the Corporation by the holder
of record thereof or by an attorney lawfully constituted in writing and, if
certificated, upon surrender of the certificates therefor, endorsed by the
person named in the certificate. No transfer shall be made inconsistent with the
provisions of 13 Pa.C.S. Div. 8 (relating to investment securities), as amended
or supplemented from time to time.
3. Lost or Destroyed Share
Certificates. Any person claiming a share certificate to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall give the
Corporation a bond of indemnity with sufficient surety to protect the
Corporation or any person injured by the issue of a new certificate from any
liability or expense which it or they may incur by reason of the original
certificate remaining outstanding, whereupon a new certificate may be issued of
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed, but always subject to the approval of the Board of
Directors.
ARTICLE
VII.—MISCELLANEOUS
1. Borrowing, etc. No
officer, agent or employee of the Corporation shall have any power or authority
to borrow money on its behalf, to pledge its credit, or to mortgage or pledge
its real or personal property, except within the scope and to the extent of the
authority delegated by resolution of the Board of Directors. Authority may be
given by the Board for any of the above purposes and may be general or limited
to specific instances.
2. Deposits and
Investments. All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies, or other
depositaries, or invested in such manner, as the Board of Directors or an
officer designated by the Board of Directors may approve or designate, and all
such funds shall be withdrawn only upon checks signed by, and all such
investments shall be disposed of only by, such officers or employees as the
Board or an officer designated by the Board of Directors shall from time to time
determine.
3. Fiscal Year.
Effective with the fiscal quarter which begins on October 1, 2005, the Company’s
fiscal year shall consist of 52 or 53 weeks and shall end on the Saturday
closest to September 30 of each year. Each of the first three fiscal quarters in
each fiscal year shall end on the Saturday that is 13 weeks after the end of the
immediately preceding fiscal quarter. The fourth fiscal quarter in each fiscal
year shall end on the Saturday closest to September 30.
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4. Non-applicability of Certain
Provisions of Law. The provisions of Subchapter G and H of Chapter 25 of
the Pennsylvania Business Corporation Law of 1988, as amended, and any
corresponding provisions of succeeding law, shall not be applicable to the
Corporation.
ARTICLE
VIII.—AMENDMENTS
1. These
bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by
vote of the shareholders at any duly organized annual or specific meeting of
shareholders, or (ii) with respect to those matters that are not by statute
committed exclusively to the shareholders and regardless of whether the
shareholders have previously adopted or approved the bylaw being amended or
repealed, by the Board of Directors. Any change in these bylaws shall take
effect when adopted unless otherwise provided in the resolution effecting the
change. No provision of these bylaws shall vest any property right in any
shareholder as such.
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