Attached files
file | filename |
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S-1/A - S-1/A - CTPARTNERS EXECUTIVE SEARCH INC. | l40449csv1za.htm |
EX-21 - EX-21 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv21.htm |
EX-3.1 - EX-3.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv3w1.htm |
EX-2.1 - EX-2.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv2w1.htm |
EX-10.1 - EX-10.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w1.htm |
EX-10.7 - EX-10.7 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w7.htm |
EX-10.8 - EX-10.8 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w8.htm |
EX-23.2 - EX-23.2 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv23w2.htm |
Exhibit 3.2
B Y L A W S
OF
CTPARTNERS EXECUTIVE SEARCH INC.
(a Delaware corporation)
OF
CTPARTNERS EXECUTIVE SEARCH INC.
(a Delaware corporation)
ARTICLE 1
Offices
1.1 Registered Office. The registered office of the corporation shall be set forth in
the certificate of incorporation of the corporation.
1.2 Other Offices. The corporation may also have offices at such other places, either
within or without the State of Delaware, as the board of directors of the corporation (the
Board of Directors) may from time to time designate, or the business of the corporation
may require.
ARTICLE 2
Stockholders
2.1 Place of Meeting. Meetings of stockholders may be held at such place, either
within or without the State of Delaware, as may be designated by or in the manner provided in these
bylaws, or, if not so designated, at the principal executive offices of the corporation.
2.2 Annual Meeting. Annual meetings of stockholders shall be held each year at such
date and time as shall be designated from time to time by the Board of Directors and stated in the
notice of the meeting. At each annual meeting, the stockholders shall elect directors to hold
office until the next annual meeting of stockholders and until their respective successors are
elected and qualify. The stockholders shall also transact such other business as may properly be
brought before the meeting.
To be properly brought before the annual meeting, 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 of record. A motion related to
business proposed to be brought before any stockholders meeting may be made by any stockholder
entitled to vote if the business proposed is otherwise proper to be brought before the meeting.
However, any such stockholder may propose business to be brought before a meeting only if such
stockholder has given timely notice to the Secretary of the corporation in proper written form of
the stockholders intent to propose such business. To be timely, the stockholders notice must be
delivered by a nationally recognized courier service or mailed by first class United States mail,
postage or delivery charges prepaid, and received at the principal executive offices of the
corporation addressed to the attention of the Secretary of the corporation not more than one
hundred twenty (120) days nor less than
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ninety (90) days in advance of the anniversary of the date of the corporations proxy
statement provided in connection with the previous years annual meeting of stockholders; provided,
however, that in the event that no annual meeting was held in the previous year or the annual
meeting is called for a date that is more than thirty (30) days before or after the anniversary
date of the previous years annual meeting, notice by the stockholder must be received by the
Secretary of the corporation not later than the close of business on the later of (x) the ninetieth
(90th) day prior to such annual meeting and (y) the tenth (10th) day following the day on which
public announcement of the date of such meeting is first made. For the purposes of these bylaws,
public announcement shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or a comparable national news service or in a document publicly filed by
the corporation with the Securities and Exchange Commission. 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. A
stockholders notice to the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the business desired to be brought
before the annual 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 the Bylaws of the Corporation, the language of the proposed amendment), and the reasons for
conducting such business at the annual meeting; (ii) the name and record address of the stockholder
proposing such business and the beneficial owner, if any, on whose behalf the proposal is made;
(iii) the class, series and number of shares of the corporation that are owned beneficially and of
record by the stockholder and such beneficial owner; (iv) any material interest of the stockholder
in such business; and (v) any other information that is required to be provided by the stockholder
pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder (collectively, the 1934 Act) in such stockholders capacity as a
proponent of a stockholder proposal.
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at
the annual meeting except in accordance with the procedures set forth in this Section; provided,
however, that nothing in this Section shall be deemed to preclude discussion by any stockholder of
any business properly brought before the annual meeting.
The Chairman of the Board (or such other person presiding at the meeting in accordance with
these bylaws, the presiding officer) shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance with the provisions
of this Section, and if he or she should so determine, he or she shall so declare to the meeting
and any such business not properly brought before the meeting shall not be transacted.
2.3 Special Meetings. Special meetings of the stockholders may be called for any
purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation,
by the Secretary only at the request of the Chairman of the Board, the Chief Executive Officer or
by a resolution duly adopted by the affirmative vote of a
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majority of the Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.
2.4 Notice of Meetings. Except as otherwise provided by law or these bylaws, written
notice of each meeting of stockholders, annual or special, stating the place, if any, date and time
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 such special meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. The Board of Directors may postpone or reschedule any previously
scheduled annual meeting or special meeting of stockholders and any record date with respect
thereto, regardless of whether any notice or public disclosure with respect to any such meeting has
been sent or made pursuant to Section 2.2 of this Article 2 of these bylaws or otherwise. In no
event shall the public announcement of an adjournment, postponement or rescheduling of any
previously scheduled meeting of stockholders commence a new time period for the giving of a notice
of a stockholders meeting under this Article 2 of these bylaws.
2.5 List of Stockholders. The officer in charge of the stock ledger of the
corporation or the transfer agent 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, for a period of at least ten (10) days
prior to the meeting during ordinary business hours, at the principal place of business of the
corporation. If the meeting is to be held at a place, then 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. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any stockholder during the
whole time of the meeting on a reasonably accessible electronic network, and the information
required to gain access to such list shall be provided with the notice of the meeting.
2.6 Organization and Conduct of Business. The Chairman of the Board or, in his or her
absence, the Chief Executive Officer or President of the corporation or, in their absence, such
person as the Board of Directors may have designated or, in the absence of such a person, such
person as may be chosen by the holders of a majority of the shares entitled to vote who are
present, in person or by proxy, shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the corporation, the secretary of the
meeting shall be such person as the chairman of the meeting appoints. The presiding officer 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 discussion as seems to him or
her in order.
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2.7 Quorum. Except where otherwise provided by law or the certificate of
incorporation of the corporation or these bylaws, the holders of a majority of the voting power of
the capital stock issued and outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings of the
stockholders.
2.8 Adjournments. If a quorum is not present or represented at any meeting of
stockholders, a majority of the stockholders present in person or represented by proxy at the
meeting and entitled to vote, though less than a quorum, shall be entitled to adjourn such meeting
from time to time, without notice other than announcement at the meeting, until a quorum shall be
present or represented. In addition, when any meeting is convened, the presiding officer may
adjourn the meeting if (i) no quorum is present for the transaction of business, (ii) the Board of
Directors determines that adjournment is necessary or appropriate to enable the stockholders to
consider fully information which the Board of Directors determines has not been made sufficiently
or timely available to stockholders or (iii) the Board of Directors determines that adjournment is
otherwise in the best interests of the corporation. When a meeting is adjourned to another place,
date or time, notice need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than thirty (30) days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of
the place, if any, date, time and means of remote communications, if any, of the adjourned meeting
shall be given in conformity herewith. At any adjourned meeting, any business may be transacted
that might have been transacted at the original meeting.
2.9 Voting Rights. Unless otherwise provided in the certificate of incorporation of
the corporation, each stockholder shall at every meeting of the stockholders be entitled to one
vote for each share of the capital stock having voting power held by such stockholder.
2.10 Majority Vote. When a quorum is present at any meeting, the vote of the holders
of a majority of the voting power of the capital stock and entitled to vote present in person or
represented by proxy shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the certificate of incorporation of the
corporation or of these bylaws, a different vote is required in which case such express provision
shall govern and control the decision of such question.
2.11 Record Date for Stockholder Notice and Voting. For purposes of determining 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 right 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) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any other action to which the record date
relates. A
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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. If the Board of Directors does not
so fix a record date, 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 business day next preceding
the day on which notice is given or, if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held. 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 to such purpose.
2.12 Proxies. Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after one year from its date, unless the proxy provides for a longer period.
All proxies must be filed with the Secretary of the corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Subject to the limitation set forth in the last
clause of the first sentence of this Section 2.12, a duly executed proxy that does not state that
it is irrevocable shall continue in full force and effect unless (a) revoked by the person
executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation
stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the
meeting and voting in person by, the person executing the proxy, or (b) written notice of the death
or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to
that proxy is counted.
2.13 Inspectors of Election. The corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election to act at the meeting and make a written
report thereof. The corporation may designate one or more persons to act as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict impartiality and according
to the best of his or her ability. The presiding officer may review all determinations made by the
inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole
judgment and discretion and he or she shall not be bound by any determinations made by the
inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall
be subject to further review by any court of competent jurisdiction.
ARTICLE 3
Directors
3.1 Number, Election, Tenure and Qualifications. The number of directors that shall
constitute the entire Board of Directors shall be not fewer than five nor more than nine. Within
such range, the number of directors that shall constitute the entire Board of Directors shall be
fixed from time to time by resolution adopted by a majority of
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the directors of the corporation then in office. No decrease in the number of authorized
directors shall have the effect of removing any director before that directors term of office
expires. At each annual meeting of the stockholders, directors shall be elected, except as
otherwise provided in Section 3.2, and each director so elected shall hold office until such
directors successor is duly elected and qualified or until such directors earlier resignation,
removal, death or incapacity.
If a majority of the votes cast for a director are marked against or withheld in an
uncontested election, the director shall promptly tender his or her irrevocable resignation for the
Board of Directors consideration. If such directors resignation is accepted by the Board of
Directors, then the Board of Directors, in its sole discretion, may fill the resulting vacancy in
accordance with the provisions of Section 3.2 or may decrease the size of the Board of Directors in
accordance with the provisions of Section 3.1.
Subject to the rights of holders of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations of persons for election to the Board
of Directors must be (a) made by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) made by any stockholder of record of the corporation entitled
to vote for the election of directors at the applicable meeting who complies with the notice
procedures set forth in this Section 3.1. Directors need not be stockholders. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation. To be timely, a stockholders notice
shall be delivered by a nationally recognized courier service or mailed by first class United
States mail, postage or delivery charges prepaid, and received at the principal executive offices
of the corporation addressed to the attention of the Secretary of the corporation (i) in the case
of an annual meeting of stockholders, not more than one hundred twenty (120) days nor less than
ninety (90) days in advance of the anniversary of the date of the corporations proxy statement
provided in connection with the previous years annual meeting of stockholders; provided, however,
that in the event that no annual meeting was held in the previous year or the annual meeting is
called for a date more than thirty (30) days before or after the anniversary date of the previous
years annual meeting, notice by the stockholder must be received by the Secretary of the
corporation not later than the close of business on the later of (A) the ninetieth (90th) day prior
to such annual meeting and (B) the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made, and (ii) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made. Such 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, (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii) the class, series
and number of shares of capital stock of the corporation that are owned beneficially by the person,
(iv) any other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of the 1934 Act and the
rules and regulations
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promulgated thereunder and (v) the nominees written consent to serve, if elected, and (b) as
to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the
class, series and number of shares of capital stock of the corporation that are owned beneficially
by the stockholder, and (iii) a description of all arrangements or understandings between such
stockholder and each person the stockholder proposes for election or re-election as a director
pursuant to which such proposed nomination is being made. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as a director of the corporation. No
person shall be eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth herein.
In connection with any annual meeting of the stockholders (or, if and as applicable, any
special meeting of the stockholders), the Chairman of the Board (or such other person presiding at
such meeting in accordance with these bylaws) shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or
she should so determine, he or she shall so declare to the meeting and the defective nomination
shall be disregarded.
3.2 Enlargement and Vacancies. Except as otherwise provided by the certificate of
incorporation, subject to the rights of the holders of any series of preferred stock then
outstanding, newly created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled solely by a majority vote of
the directors then in office, although less than a quorum, or by a sole remaining director. If
there are no directors in office, then an election of directors may be held in the manner provided
by statute. Directors chosen pursuant to any of the foregoing provisions shall hold office until
the next annual election and until such directors successor is duly elected and qualified or until
such directors earlier resignation or removal. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, or by the certificate of
incorporation or the bylaws of the corporation, may exercise the powers of the full board until the
vacancy is filled.
3.3 Resignation and Removal. Any director may resign at any time upon written notice
to the corporation at its principal place of business addressed to the attention of the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon receipt of such
notice unless the notice specifies such resignation to be effective at some other time or upon the
happening of some other event. Any director or the entire Board of Directors may be removed, but
only for cause, by the holders of a majority of the voting power of the capital stock issued and
outstanding then entitled to vote at an election of directors. At least forty-five (45) days prior
to any annual or special meeting of stockholders at which it is proposed that any director be
removed from office, written notice of such proposed removal and the alleged grounds thereof shall
be sent to the director whose removal will be considered at the meeting.
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3.4 Powers. The business of the corporation shall be managed by or under the
direction of the Board of Directors, which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of incorporation of the
corporation or by these bylaws directed or required to be exercised or done by the stockholders.
3.5 Chairman of the Board. The directors shall elect a Chairman of the Board and may
elect a Vice Chair of the Board, each to hold such office until their successor is elected and
qualified or until their earlier resignation or removal. In the absence or disability of the
Chairman of the Board, the Vice Chair of the Board, if one has been elected, or another director
designated by the Board of Directors, shall perform the duties and exercise the powers of the
Chairman of the Board. The Chairman of the Board of the corporation shall if present preside at
all meetings of the stockholders and the Board of Directors and shall have such other duties as may
be vested in the Chairman of the Board by the Board of Directors. The Vice Chair of the Board of
the corporation shall have such duties as may be vested in the Vice Chair of the Board by the Board
of Directors.
3.6 Place of Meetings. The Board of Directors may hold meetings, both regular and
special, either within or outside of the State of Delaware.
3.7 Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and place as may be determined from time to time by the Board of Directors;
provided, however, that any director who is absent when such a determination is made shall be given
prompt notice of such determination.
3.8 Special Meetings. Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Chief Executive Officer, or by the written request of a majority of the
directors then in office. Notice of the time and place, if any, of special meetings shall be
delivered personally or by telephone to each director, or sent by first-class mail or commercial
delivery service, facsimile transmission, or by electronic mail or other electronic means, charges
prepaid, to such directors business or home address as they appear upon the records of the
corporation. In case such notice is mailed, it shall be deposited in the United States mail at
least forty-eight (48) hours prior to the time of holding of the meeting. In case such notice is
delivered personally or by telephone or by commercial delivery service, facsimile transmission, or
electronic mail or other electronic means, it shall be so delivered at least twenty-four (24) hours
prior to the time of the holding of the meeting. A notice or waiver of notice of a meeting of the
Board of Directors need not specify the purposes of the meeting.
3.9 Quorum, Action at Meeting, Adjournments. At all meetings of the Board of
Directors, a majority of directors then in office, but in no event less than one-third (1/3) of the
entire Board 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 shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law, as it presently
exists or may hereafter be amended, or by the bylaws of the corporation. For purposes of this
Section 3.9, the term entire Board of Directors shall mean the number of directors last fixed by
directors in accordance with
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Section 3.1 hereof; provided, however, that if fewer than all the number of directors so fixed
have been elected (by the stockholders or the Board of Directors), the entire Board of Directors
shall mean the greatest number of directors so elected to hold office at any one time pursuant to
such authorization. If a quorum shall not be present at any meeting of the Board of Directors, a
majority of the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.
3.10 Action Without Meeting. Unless otherwise restricted by the certificate of
incorporation of the corporation or 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.
3.11 Telephone Meetings. Unless otherwise restricted by the certificate of
incorporation of the corporation or these bylaws, any member of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or of any committee, as
the case may be, by means of conference telephone or by any form of 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.
3.12 Committees. The Board of Directors may, by resolution, 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 the member or members present 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 of the lawfully delegated
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. Such committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and make such reports to the Board of Directors as the Board of Directors
may request or the charter of such committee may then require. Except as the Board of Directors
may otherwise determine, any committee may make rules for the conduct of its business, but unless
otherwise provided by the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these bylaws for the conduct of its business by the
Board of Directors.
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3.13 Fees and Compensation of Directors. The Board of Directors shall have the
authority to fix the compensation of directors and directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors.
ARTICLE 4
Officers
4.1 Officers Designated. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chief Executive Officer, a Chief Financial Officer and a Secretary.
The Board of Directors may, by written resolution, create additional officer positions including,
but not limited to, a President, Chief Operating Officer, a Treasurer, one or more Vice Presidents,
and one or more assistant Secretaries or assistant Treasurers. Any number of offices may be held by
the same person, unless the certificate of incorporation of the corporation or these bylaws
otherwise provide.
4.2 Tenure. Each officer of the corporation shall hold office until such officers
successor is elected and qualified, unless a different term is specified in the vote choosing or
appointing such officer, or until such officers earlier death, resignation, removal or incapacity.
Any officer elected or appointed by the Board of Directors or by the Chief Executive Officer may
be removed with or without cause at any time by the affirmative vote of a majority of the Board of
Directors or a committee duly authorized to do so. The removal of an officer shall be without
prejudice to his or her contract rights. Any vacancy occurring in any office of the corporation
may be filled by the Board of Directors, at its discretion. Any officer may resign by delivering
such officers written resignation to the corporation at its principal place of business to the
attention of the Chief Executive Officer or the Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon the happening of
some other event.
4.3 Chief Executive Officer. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, in the absence of the Chairman of the
Board, the Chief Executive Officer shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of Directors are carried
into effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.
4.4 President. The President (if one is appointed) shall, in the event there is no
Chief Executive Officer or in the absence of the Chief Executive Officer or in the event of his or
her disability, perform the duties of the Chief Executive Officer, and when so acting, shall have
the powers of and be subject to all the restrictions upon the Chief Executive Officer. The
President shall perform such other duties and have such other
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powers as may from time to time be prescribed for such person by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or these bylaws.
4.5 Vice President. The Vice President (if one is appointed and/or in the event there
be more than one, the Vice Presidents in the order designated by the directors, or in the absence
of any designation, in the order of their election), shall, in the absence of the Chief Executive
Officer and President (if one is appointed) or in the event of his, her or their disability or
refusal to act, perform the duties of their respective offices, and when so acting, shall have the
powers of and be subject to all the restrictions upon the Chief Executive Officer or President, as
the case may be. The Vice President(s) shall perform such other duties and have such other powers
as may from time to time be prescribed for them by the Board of Directors, the Chief Executive
Officer, the President (if one is so appointed), the Chairman of the Board or these bylaws.
4.6 Secretary. The Secretary shall attend all meetings of the Board of Directors and
the stockholders and record all votes and the proceedings of the meetings in a book to be kept for
that purpose and shall perform like duties for the standing committees, when required. The
Secretary shall give, or cause to be given, notice of all meetings of stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board or the Chief Executive Officer,
under whose supervision he or she shall act. The secretary shall sign such instruments on behalf
of the corporation as the secretary may be authorized to sign by the Board of Directors or by law
and shall countersign, attest and affix the corporate seal to all certificates and instruments
where such countersigning or such sealing and attesting are necessary to their true and proper
execution. The Secretary shall keep, or cause to be kept, at the principal executive office 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 issued for the same and the number and date of cancellation of every
certificate surrendered for cancellation.
4.7 Assistant Secretary. The Assistant Secretary, or if there be more than one, any
Assistant Secretaries in the order designated by the Board of Directors (or in the absence of any
designation, in the order of their election) shall assist the Secretary in the performance of his
or her duties and, 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 from time to time be prescribed by the Board of
Directors.
4.8 Chief Financial Officer. The Chief Financial Officer shall have general charge
and supervision of the financial affairs of the corporation, subject to the direction and control
of the Board of Directors and the Chief Executive Officer, including budgetary, accounting and
statistical methods and approve payment, or designate others serving under him to approve for
payment, of all vouchers and warrants for disbursements of funds. The Chief Financial Officer shall
perform such other duties and
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have other powers as may from time to time be prescribed by the Board of Directors or the
Chief Executive Officer.
4.9 Treasurer and Assistant Treasurers. The Treasurer (if one is appointed)
shall have such duties as may be specified by the Chief Financial Officer to assist the Chief
Financial Officer in the performance of his or her duties and to perform such other duties and have
other powers as may from time to time be prescribed by the Board of Directors or the Chief
Executive Officer. It shall be the duty of any Assistant Treasurers to assist the Treasurer in the
performance of his or her duties and to perform such other duties and have other powers as may from
time to time be prescribed by the Board of Directors or the Chief Executive Officer.
4.10 Bond. If required by the Board of Directors, any officer shall give the
corporation a bond in such sum and with such surety or sureties and upon such terms and conditions
as shall be satisfactory to the Board of Directors, including without limitation a bond for the
faithful performance of the duties of such officers office and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever kind in such
officers possession or under such officers control and belonging to the corporation.
4.11 Delegation of Authority. The Board of Directors may from time to time delegate
the powers or duties of any officer to any other officers or agents, notwithstanding any provision
hereof.
ARTICLE 5
Notices
5.1 Delivery. Whenever, under the provisions of law, or of the certificate of
incorporation of the corporation or these bylaws, written notice is required to be given to any
director or stockholder, such notice may be given by mail, addressed to such director or
stockholder, at such persons address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or delivered to a nationally recognized courier service.
Unless written notice by mail is required by law, written notice may also be given by commercial
delivery service, facsimile transmission, electronic means or similar means addressed to such
director or stockholder at such persons address as it appears on the records of the corporation,
in which case such notice shall be deemed to be given when delivered into the control of the
persons charged with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral notice or other
in-hand delivery, in person or by telephone, shall be deemed given at the time it is actually
given.
5.2 Waiver of Notice. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation of the corporation or of these bylaws, a
written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time stated
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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 beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation or these bylaws.
ARTICLE 6
Indemnification and Insurance
6.1 Indemnification of Officers and Directors. Each person who was or is made a party
or is threatened to be made a party to or is involved (including, without limitation, as a witness)
in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason of the fact that he or she or a person of
whom he or she is the legal representative is or was a director or officer of the corporation (or
any predecessor), or is or was serving at the request of the corporation (or any predecessor) as a
director, officer, employee or agent of another corporation or of a partnership, limited liability
company, joint venture, trust, employee benefit plan sponsored or maintained by the corporation, or
other enterprise (or any predecessors of such entities) (hereinafter an Indemnitee),
shall be indemnified and held harmless by the corporation to the fullest extent authorized by the
General Corporation Law of the State of Delaware (the DGCL), as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), or by other applicable law as then in effect,
against all expense, liability and loss (including attorneys fees and related disbursements,
judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of
1974, as amended from time to time, penalties and amounts paid or to be paid in settlement)
actually and reasonably incurred or suffered by such Indemnitee in connection therewith. Each
person who is or was serving as a director, officer, employee or agent of a subsidiary of the
corporation shall be deemed to be serving, or have served, at the request of the corporation. The
right to indemnification conferred in this Section 6.1 shall be a contract right.
Any indemnification (but not advancement of expenses) under this Article 6 (unless ordered by
a court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the DGCL, as the same
exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment). Such determination shall be made
with respect to a person who is a director or officer at the time of such determination (a) by a
majority vote of the directors who are not or were not parties to the proceeding in respect of
which
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indemnification is being sought by Indemnitee (the Disinterested Directors), even
though less than a quorum, (b) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum, (c) if there are no such
Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel
in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee,
or (d) by the stockholders.
6.2 Indemnification of Others. This Article 6 does not limit the right of the
corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses
to persons other than those persons identified in Section 6.1 when and as authorized by the Board
of Directors or by the action of a committee of the Board of Directors or designated officers of
the corporation established by or designated in resolutions approved by the Board of Directors;
provided, however, that the payment of expenses incurred by such a person in advance of the final
disposition of the proceeding shall be made only upon receipt by the corporation of a written
undertaking by such person to repay all amounts so advanced if it shall ultimately be determined
that such person is not entitled to be indemnified under this Article 6 or otherwise.
6.3 Advance Payment. The right to indemnification under this Article 6 shall include
the right to be paid by the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the corporation within thirty (30)
days after the receipt by the corporation of a statement or statements from the claimant requesting
such advance or advances from time to time; provided, however, that if the DGCL requires, the
payment of such expenses incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to be indemnified
under Section 6.1 or otherwise; and provided, further, that payment of such expenses incurred by
other employees and agents of the corporation may be made by the corporation upon authorization by
the Board of Directors in its discretion upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Notwithstanding the foregoing, unless such right is acquired other than pursuant to this
Article 6, no advance shall be made by the corporation to an officer of the corporation (except by
reason of the fact that such officer is or was a director of the corporation, in which event this
paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly made (a) by the
Board of Directors by a majority vote of the Disinterested Directors, even though less than a
quorum, or (b) by a committee of Disinterested Directors designated by majority vote of the
Disinterested Directors, even though less than a quorum, or (c) if there are no Disinterested
Directors or the Disinterested Directors so direct, by independent legal counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the claimant, that the
facts known to the decision-making party at the time such determination is made demonstrate
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clearly and convincingly that such person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the corporation.
6.4 Right of Indemnitee to Bring Suit. If a claim for indemnification (following
final disposition of such proceeding) or advancement of expenses under this Article 6 is not paid
in full by the corporation within sixty (60) days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be thirty (30) days, the Indemnitee may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim. If successful in whole or in
part in any such suit, or in a suit brought by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any
suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the
corporation.
6.5 Non-Exclusivity and Survival of Rights; Amendments. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article 6 shall not be deemed exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the certificate of incorporation of the
corporation, bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise, and
shall continue as to a person who has ceased to be a director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the provisions of this Article 6 shall not in any way
diminish or adversely affect the rights of any director, officer, employee or agent of the
corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or
modification.
6.6 Actions by Directors and Officers. Notwithstanding the foregoing, the corporation
shall indemnify any director or officer seeking indemnification in connection with a proceeding
initiated by such director or officer only if such proceeding was authorized in advance by the
Board of Directors of the corporation, unless such proceeding was brought to enforce such
directors or officers rights to indemnification or advancement of expenses under these bylaws in
accordance with the provisions set forth herein.
6.7 Insurance. The corporation may purchase and maintain insurance on its own behalf
and 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, employee benefit plan
or other enterprise against any expense, liability or loss asserted against such person and
incurred by such person in any such capacity, or arising
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out of such persons status as such, whether or not the corporation would have the power to
indemnify such person against such expenses, liability or loss under the DGCL.
6.8 Reliance. Persons who after the date of the adoption of this provision become or
remain directors or officers of the corporation shall be conclusively presumed to have relied on
the rights to indemnity, advance of expenses and other rights contained in this Article 6 in
entering into or continuing such service. The rights to indemnification and to the advance of
expenses conferred in this Article 6 shall apply to claims made against an Indemnitee arising out
of acts or omissions that occurred or occur both prior and subsequent to the adoption hereof.
6.9 Severability. If any word, clause, provision or provisions of this Article 6
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Article 6 (including, without
limitation, each portion of any section or paragraph of this Article 6 containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the
fullest extent possible, the provisions of this Article 6 (including, without limitation, each such
portion of any section or paragraph of this Article 6 containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
ARTICLE 7
Capital Stock
7.1 Certificates for Shares. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Certificates shall be signed by, or in the name of the
corporation by, the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by the Chief Financial Officer, the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation. Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.
Within a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send or cause to be sent to the registered owner thereof a written notice
containing the information required by the DGCL or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations, preferences and
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.
7.2 Signatures on Certificates. Any or all of the signatures on a certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
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officer, transfer agent or registrar before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer, transfer agent or registrar at the
date of issue.
7.3 Transfer of Stock. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, and proper evidence of compliance of other
conditions to rightful transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the transaction upon its
books. Upon receipt of proper transfer instructions and proper evidence of compliance of other
conditions to rightful transfer from the registered owner of uncertificated shares, such
uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
7.4 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, and to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of Delaware.
7.5 Lost, Stolen or Destroyed Certificates. The corporation may direct that a new
certificate or certificates be issued to replace any certificate or certificates theretofore issued
by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed and on
such terms and conditions as the corporation may require. When authorizing the issue of a new
certificate or certificates, the corporation may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such manner as it shall
require, to indemnify the corporation in such manner as it may require, and/or to give the
corporation a bond or other adequate security in such sum as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
ARTICLE 8
General Provisions
8.1 Dividends. Dividends upon the capital stock of the corporation, subject to any
restrictions contained in the DGCL or the provisions of the certificate of incorporation of the
corporation, if any, may be declared by the Board of Directors at any regular or special meeting or
by unanimous written consent. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the certificate of incorporation of the corporation.
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8.2 Checks. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board of Directors may
from time to time designate.
8.3 Corporate Seal. The Board of Directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its
organization and the word Delaware. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or otherwise reproduced. The seal may be altered from time to time by the
Board of Directors.
8.4 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.
8.5 Representation of Shares of Other Corporations. The Chief Executive Officer, the
President or any Vice President, the Chief Financial Officer or the Treasurer or any Assistant
Treasurer, or the Secretary or any Assistant Secretary of the corporation is authorized to vote,
represent and exercise on behalf of the corporation all rights incident to any and all shares of
any corporation or corporations or similar ownership interests of other business entities standing
in the name of the corporation. The authority herein granted to said officers to vote or represent
on behalf of the corporation any and all shares or similar ownership interests held by the
corporation in any other corporation or corporations or other business entities may be exercised
either by such officers in person or by any other person authorized so to do by proxy or power of
attorney duly executed by said officers.
ARTICLE 9
Amendments
These bylaws may be altered, amended or repealed or new bylaws may be adopted by the
stockholders or by the Board of Directors pursuant to the applicable provisions of the certificate
of incorporation of the corporation.
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CERTIFICATE OF SECRETARY
I, the undersigned, hereby certify:
(i) That I am a duly elected, acting and qualified Secretary of CTPartners Executive Search
Inc., a Delaware corporation; and
(ii) That the foregoing Bylaws constitute the Bylaws of such corporation as duly adopted by
the board of directors of such corporation on [ ], 2010, which Bylaws
became effective [ ], 2010.
IN
WITNESS WHEREOF, I have hereunto subscribed my name as of the ___ day of , 2010.
Name: | ||
Title: |
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