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8-K - FORM 8-K - LOJACK CORP | c12787e8vk.htm |
EX-3.1 - EXHIBIT 3.1 - LOJACK CORP | c12787exv3w1.htm |
Exhibit
3.2
AMENDED AND RESTATED BY-LAWS
of
LOJACK CORPORATION
ARTICLE I
of
LOJACK CORPORATION
ARTICLE I
STOCKHOLDERS
1. Place of Meetings. All meetings of stockholders shall be held at the principal
office of the corporation unless a different place (anywhere in the United States) is fixed by
the Board of Directors or the President and stated in the notice of the
meeting.
2. Annual Meetings. An annual meeting of the stockholders entitled to vote shall be
held on the third Wednesday in June at ten oclock A.M. If it shall not have been held on
the date fixed or by adjournment therefrom, a meeting in lieu of the annual meeting shall be held
within six (6) months after the end of the corporations fiscal
year. at a time and place to be determined by the Board of Directors.
(a) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) pursuant to the corporations
notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of the corporation who is a stockholder of record at the time of giving of the notice
provided for in paragraph (b) of this Section 2, who continues to be entitled to vote at such
meeting and who complies with the notice procedures set forth in paragraph (b) of this Section
2.
(b) For business to be properly brought before any meeting of the
stockholders by a stockholder pursuant to clause (iii) of paragraph (a) of this Section 2, the
stockholder must have given timely notice thereof in writing to the Secretary of the corporation.
To be timely, a stockholders notice must be delivered to or mailed to and received at the
principal executive offices of the corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the preceding years annual meeting;
provided however that in the event that the date of the annual meeting is not within 30 days of the
first anniversary of the preceding years annual meeting, a stockholders notice must be so
received not earlier than the 120th day prior to such annual meeting and not later than the close
of business on the later of (A) the 90th day prior to such annual meeting and (B) the seventh day
following the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs. In no event shall
any adjournment or postponement of an annual meeting or the public disclosure thereof commence a
new time period for the giving of a stockholders notice as described above. For purposes of these
bylaws, public disclosure shall include disclosure in a press release reported by the Dow Jones
New Service, Associated Press or comparable national news service or in a document publicly filed
by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act).
(c) A stockholders notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (1) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such business at the
meeting, (2) the text of the proposal (including the exact text of any resolutions proposed for
consideration and, if such business includes a proposal to amend the By-Laws, the exact text of the
proposed amendment), (3) the name and address, as they appear on the corporations books, of the
stockholder proposing such business and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (4) the following information as of the date of such notice and
as of the record date for the meeting (if such date shall then have been made publicly available or
if not then available, the stockholders agreement to notify the corporation in writing within five
(5) business days after the record date for the annual meeting of such information), (i) the class
or series and number of shares of the corporation which are, directly or indirectly, owned
beneficially and of record by such stockholder and any such beneficial owner(s), if any, on whose
behalf the proposal is made, and (ii) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options, warrants, stock
appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been
entered into by, or on behalf of, such stockholder and such beneficial owner, the effect or intent
of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or
decrease the voting power of, such stockholder or such beneficial owner with respect to shares of
stock of the corporation (the disclosures to be made pursuant to the foregoing clauses (4)(i) and
(4)(ii) are referred to as Ownership Interests), (5) any material interest of such stockholder of
record and/or of the beneficial owner, if any, on whose behalf the proposal is made, in such
proposed business, (6) a description of any agreement, arrangement or understanding between such
stockholder and/or such beneficial owner and any other person or persons (including their names) in
connection with the proposal of such business or who may participate in the solicitation of proxies
in favor of such proposal, (7) any other information relating to such stockholder and such
beneficial owner that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for such business proposed pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (8) a
representation that such stockholder intends to appear in person or by proxy at the annual meeting
to bring such business before the meeting, and (9) a representation whether such stockholder and/or
such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the corporations outstanding capital
stock reasonably believed by such stockholder or such beneficial owner to be sufficient to approve
or adopt the proposal (and such representation shall be included in any such proxy statement and
form of proxy) and/or (y) otherwise to solicit proxies from stockholders in support of such
proposal (and such representation shall be included in any such solicitation
materials).
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(d) The person presiding at the meeting shall, if the facts warrant,
determine that business was not properly brought before the meeting and in accordance with the
procedures prescribed by these By-Laws (including whether the stockholder or beneficial owner, if
any, on whose behalf the proposal is made solicited (or is part of a group which solicited) or did
not so solicit, as the case may be, proxies in support of such stockholders proposal in compliance
with the representation with respect thereto required by this Section 2), and if he or she should
so determine, he or she shall so declare at the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this
Section 2, unless otherwise required by law, if the stockholder (or a Qualified Representative of
the stockholder) does not appear at the annual meeting to present the business described in the
stockholders notice delivered pursuant to this Section 2, such business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by the corporation. To
be considered a Qualified Representative of the stockholder, a person must be a duly authorized
officer, manager or partner of such stockholder or authorized by a writing executed by such
stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the
corporation prior to the proposing of the business (or nomination in accordance with Article II,
Section 2) at the meeting by the stockholder stating that the person is authorized to act for the
stockholder as proxy at the meeting of stockholders. Notwithstanding the foregoing provisions of
this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations promulgated thereunder with respect to the matters set forth in
this Section 2. Nothing in these By-laws shall be deemed to affect any rights of stockholders to
have proposals included in the corporations proxy statement pursuant to applicable rules
promulgated under the Exchange Act in effect at such time and, to the extent required by any such
rules, have such proposals considered and voted on at an annual meeting.
3. Special Meetings. Special meetings of the stockholders entitled to vote may be
called by the Chairman of the Board of Directors, the President, or by a majority of the Directors,
and shall be called by the ClerkSecretary, or in case of
the death, absence, incapacity or refusal of the
ClerkSecretary, by any other officer, on written
application of one or more stockholders who are entitled to vote and who hold at least ten percent
(10%) interest of the capital stock entitled to vote, stating the date, time, place and purpose of
the meeting.
4. Notice of Meetings. A written notice of every meeting of stockholders, stating the
date, time, place and purpose for which the meeting is called shall be given by the
ClerkSecretary or other person calling the meeting
at leastnot fewer than seven (7) nor more
than sixty (60) days before the meeting, to each stockholder entitled to vote thereat
and to each stockholder who, by the Articles of Organization or By-Laws, is entitled to such
notice, by leaving such notice with him or her or at his or
her residence or usual place of business, or by mailing it postage prepaid and
addressed to him or her at his or her address as
it appears on the books of the corporation, or by electronic transmission directed to
such stockholder at an address given to the corporation by the stockholder or otherwise in such
manner as the stockholder shall have specified to the corporation, including by facsimile
transmission, electronic mail
or posting on an electronic network. No notice of any regular or special
meeting of the stockholders need be given to any stockholder if a written waiver of notice executed
before or after the meeting by the stockholder, or his or her attorney
thereunto authorized, is filed with the records of the meeting.
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5. Adjournments. Any meeting of the stockholders may be adjourned to any other time
and to any other place in the United States by the stockholders present or represented at the
meeting, although less than a quorum, or by any officer entitled to preside or to act as
ClerkSecretary of such meeting if no stockholder is
present. It shall not be necessary to notify any stockholder of any adjournment. Any business
that could have been transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment thereof.
6. Quorum of Stockholders. At any meeting of the stockholders, fifty-one percent
(51%) in interest of the capital stock issued and outstanding and entitled to vote shall constitute
a quorum.
7. Votes and Proxies. Each stockholder shall have one (1) vote for each share of
stock having voting power owned by him or her. Stockholders may vote in
person or by proxy. No proxy that is dated more than six (6) months before the meeting named
therein shall be accepted. Proxies shall be filed with the
ClerkSecretary of the meeting, or of any adjournment
thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the
persons named therein to vote at any adjournment of such meeting, but shall not be valid after
final adjournment of such meeting. A proxy with respect to stock held in the name of two (2) or
more persons shall be valid if executed by one (1) of theirsuch
person unless at or prior to exercise of the proxy the corporation receives a specific
written notice to the contrary from any one (1) of them. A proxy purporting to be executed by or
on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.
8. Action at Meeting. When a quorum is present, the holders of a majority of the
stock present or represented and voting on a matter, (or if there are two
(2) or more classes of stock entitled to vote as separate classes then, in the case of each such
class, the holders of a majority of the stock of that class present or represented and voting on a
matter) shall decide any matter to be voted on by the stockholders, other than the
election of Directors, except where a larger vote is required by law, the Articles of
Organization or these By-Laws. Any election by stockholders shall be
determined Other than in a Contested Election Meeting (as defined below), when
a quorum is present, a nominee for Director shall be elected to the Board of Directors if the votes
cast for such nominees election exceed the votes cast against such nominees election (with
abstentions, broker non-votes and withheld votes not counted as a vote for or against
such election). In a Contested Election Meeting, when a quorum is present, Directors shall be
elected by a plurality of the votes cast by the stockholders entitled to vote
at the election. at such Contested Election Meeting. A meeting of stockholders
shall be a Contested Election Meeting if there are more persons nominated for election as
Directors at such meeting than there are Directors to be elected at such meeting, determined as of
the tenth day preceding the date of the corporations first
notice to stockholders of such meeting sent pursuant to Section I.4 of these Bylaws (the
Determination Date); provided, however, that if in accordance with Section II.2 of these Bylaws,
stockholders are entitled to nominate persons for election as Director for a period of time that
ends after the otherwise applicable Determination Date, the Determination Date shall instead be as
of the end of such period. No ballot shall be required for any such
election unless requested by a stockholder present or represented at the meeting and entitled to
vote in the election. The corporation shall not directly or indirectly vote any share of its
stock.
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9. Action without Meeting. Any action that may be taken by the stockholders at a
meeting may be taken without a meeting if all stockholders entitled to vote thereon consent thereto
by a writing filed with the records of the meetings of the stockholders. Such consent shall be
treated for all purposes as a vote at a meeting of stockholders.
ARTICLE II
BOARD OF DIRECTORS
1. Powers. The business of the corporation shall be managed by a Board of Directors
which may exercise all the powers of the corporation except as otherwise provided by law, the
Articles of Organization or these By-Laws. In the event of a vacancy in the Board of Directors,
the remaining Directors, except as otherwise provided by law, may exercise the powers of the full
Board until the vacancy is filled.
2. Nomination and Election. A Board of Directors consisting
of such number not less than three (3) nor more than eleven (11) as shall
be fixed by the Incorporator or stockholdersDirectors,
shall be elected by the stockholders at each annual meeting, except that whenever there
shall be only two (2) stockholders, the number of Directors may be two (2), but not less than two
(2), and whenever there shall be only one (1) stockholder, the number of Directors may be one
(1). A Director need not be a stockholder.
(a) Nominations of persons for election to the Board of Directors of
the corporation may be made (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the corporation who is a stockholder of record at the time of giving of the notice
provided for in paragraph (b) of this Section 2, who continues to be entitled to vote for the
election of Directors at the meeting and who complies with the notice procedures set forth in
paragraph (b) of this Section II.2.
(b) Nominations by stockholders shall be made pursuant to timely notice in writing
to the Secretary of the corporation. To be timely, a stockholders notice must be delivered to or
mailed to and received at the principal executive offices of the corporation not less than ninety
(90) days nor more than one hundred twenty (120) days prior to the first anniversary of the
preceding years annual meeting; provided however that in the event that the date of the annual
meeting is not within 30 days of the first anniversary of the preceding years annual meeting, a
stockholders notice must be so received not earlier than the 120th day prior to such annual
meeting and not later than the close of business on
the later of (A) the 90th day prior to such annual meeting and (B) the seventh day following
the day on which notice of the date of such annual meeting was mailed or public disclosure of the
date of such annual meeting was made, whichever first occurs. In no event shall any adjournment or
postponement of an annual meeting or the public disclosure thereof commence a new time period for
the giving of a stockholders notice as described above. A stockholders notice to the Secretary
shall set forth: (A) as to each proposed
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nominee (1) such
persons name, age, business address and,
if known, residence address, (2) such persons principal occupation or employment, (3) all
Ownership Interests beneficially owned by such person, and (4) any other information concerning
such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A
under the Exchange Act; and (B) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination is being made (1) the name and address of such stockholder,
as they appear on the corporations books, and of such beneficial owner, (2) the Ownership
Interests of such stockholder and such beneficial owner as of the date of such notice and as of the
record date for the meeting (if such date shall then have been made publicly available, or if not
then available, the stockholders agreement to notify the corporation in writing within five (5)
business days after the record date for the annual meeting of such information), (3) a description
of any agreement, arrangement or understanding between such stockholder and/or such beneficial
owner and each proposed nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are being made or who may participate in the solicitation of proxies in
favor of electing such nominee(s), (4) any other information relating to such stockholder and such
beneficial owner that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for the election of such nominee in
a contested election (even if a Contested Election Meeting is not involved) pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder, and (5) a representation
that such stockholder and/or such beneficial owner intends to appear in person or by proxy at the
meeting to nominate the person(s) named in its notice. In addition, to be effective, the
stockholders notice must be accompanied by the written consent of the proposed nominee to serve as
a Director if elected. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required to determine the eligibility of such proposed nominee to
serve as a Director of the corporation or whether such nominee would be independent under
applicable Securities and Exchange Commission and stock exchange rules and the corporations
publicly disclosed Corporate Governance Guidelines.
(c) No person shall be eligible to serve as a Director of the corporation unless
nominated in accordance with the procedures set forth in this Section 2. The person presiding at
the meeting shall, if the facts warrant, determine that a nomination was not made in accordance
with the procedures prescribed by these By-Laws, and if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 2, unless otherwise required by law, if the stockholder
(or a Qualified Representative of the stockholder) does not appear at the meeting of stockholders
to present a nomination, such nomination shall not be brought before the meeting, notwithstanding
that proxies in respect of such vote may have been received by the corporation. Notwithstanding
the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect
to the matters set forth in this Section 2.
3. Tenure. The Directors shall hold office until the next annual
meeting of stockholders and thereafter until their successors are chosen and qualified, except as
otherwise provided in these By-Laws. Any Director may resign by giving written notice of his
or her resignation to the corporation at its principal office or to the
President, ClerkSecretary or Board
of Directors, and such resignation shall become effective upon receipt unless another
time is specified therein.
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4. Removal. A Director, may be removed from office with or without cause by vote of a
majority of the stockholders entitled to vote in the election of Directors, or for cause by vote of
a majority of the Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to remove him
or her.
5. Meetings. Regular meetings of the Board of Directors may
be held without notice at such places and at such times as the Board of
Directors may from time to time determine, provided that any Director who is absent
when such determination is made shall be given notice of the determination. A regular meeting of
the Board of Directors shall held without notice at the same place as the
annual meeting of stockholders, or the special meeting held in lieu thereof, following such meeting
of stockholders. Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors, the President or two (2) or more Directors.
6. Notice of Meetings. Notice of the date, time, place and purpose of every special
meeting of the Board of Directors shall be given to each Director by the
ClerkSecretary, or in case of the death, absence,
incapacity or refusal of the ClerkSecretary, by the
officer or one of the Directors calling the meeting. Notice shall be given to each Director in
person or by telephone, facsimile or by
telegramemail sent to his or her
business or home address at least twenty-four (24) hours in advance of the meeting, or
by written notice mailed to his or her business or home address at least
forty-eight (48) hours in advance of the meeting. Notice need not be given to any Director if a
written waiver of notice executed by him or her before or after the
meeting is filed with the records of the meeting, or to any Director who attends the meeting
without objecting to the lack of notice prior to the meeting or at the commencement thereof. A
waiver of notice of a Board of Directors meeting need not specify the
purposes of the meeting.
7. Quorum of Directors. At any meeting of the Board of
Directors, a majority of the Directors at the time in office shall constitute a
quorum, but a less number may adjourn any meeting from time to time without further notice. Unless
otherwise provided by law or these By-lawsLaws, business
may be transacted by vote of a majority of those in attendance at any meeting at which a quorum is
Presentpresent.
8. Vacancies. Any vacancy in the Board of Directors may be filled by the stockholders
at a meeting called for that purpose. Unless and until so filled, a vacancy may be filled for the
unexpired balance of the term by vote of the remaining Directors.
9. Chairman of the Board of Directors. The Board of Directors may elect a Chairman of
the Board of Directors from among its members, who shall serve at the pleasure of the Board
of Directors and shall preside at all meetings of the Board
of Directors and at all meetings of the stockholders.
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10. Committees. The Board of Directors may, by vote of a
majority of the Directors then in office, elect from their number an executive or other committees
and may by like vote delegate thereto some or all of their powers except those which by law, the
Articles of Organization or these By-Laws they are prohibited from delegating. Except as the
Board of Directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise provided by the Board of
Directors or in such rules, its business shall be conducted as nearly as may be in the
same manner as is provided by these By-Laws for the Board of Directors.
11. Action without Meeting. Any action that may be taken by the Board of
Directors at a meeting may be taken without a meeting if all Directors entitled to
vote thereon consent thereto by a writing filed with the records of the Board of
Directors meetings. Such consent shall be treated for all purposes as a vote at a
meeting of the Board of Directors.
12. 13. Action by Telephone. The
Board of Directors or any committee designated thereby may participate in a meeting of such Board
or committee by means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
1. Enumeration. The officers of the corporation shall consist of a President, a
Treasurer, a ClerkSecretary, and such other officers,
including one or more Vice Presidents, Assistant Treasurers and Assistant
ClerksSecretaries, as the Board
of Directors may determine.
2. Election. The President,
TreasuresTreasurer, and
ClerkSecretary shall be elected annually by the
Board of Directors at their first meeting following the annual meeting of
stockholders. Other officers may be chosen by the Board of Directors at
such meeting or at any other meeting.
3. Qualification. No officer need be a Director or a stockholder. Any two or more
offices may be held by the same person. The Clerk shall be a resident of Massachusetts
unless the corporation has a resident agent appointed for the purpose of service of process.
Any officer may be required by the Board of Directors to give
bond for the faithful performance of his or her duties to the corporation
in such amount and with such sureties as the Board of Directors may
determine.
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4. Tenure. Except as otherwise provided by law the Articles of Organization or these
By-Laws, the President, Treasurer and ClerkSecretary
shall hold office until the first meeting of the Board of Directors
following the annual meeting of stockholders and thereafter until his or her
successor is chosen and qualified; and all other officers shall hold office until the
first meeting of the Board of Directors following the annual meeting of
stockholders, unless a shorter term .is specified in the vote choosing or
appointing them. Any officer may resign by delivering his or her written
resignation to the corporation at its principal office on to the President or
ClerkSecretary, and 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.
5. Vacancies. Any vacancy in any office may be filled by the Board of
Directors at a meeting called for that purpose or by written
consent. When any officer is, in the opinion of the Board of
Directors, unable to perform his or her duties, they may by
vote appoint a temporary officer to act until further vote by them, with power to perform all or
part of the duties of such officer.
6. Removal. The Board of Directors may remove any officer
with or without cause by a vote of a majority of the Directors then in office, provided, that an
officer may be removed for cause only after reasonable notice and opportunity to be heard by the
Board of Directors.
7. President and Vice President. The President shall be the chief executive officer
of the corporation and shall, subject to the direction of the Board of
Directors, have general supervision and control of its business. Any Vice President
shall have such powers as the Board of Directors may from time to time
designate.
8. Treasurer and Assistant Treasurer. The Treasurer shall have general charge of the
financial affairs of the corporation and shall cause to be kept accurate books of account. He
or she shall have custody of all funds, securities, and valuable documents
of the corporation, except as the Board of Directors may otherwise
provide. Any Assistant Treasurer shall have such powers as the Board of
Directors may from time to time designate.
9. ClerkSecretary and Assistant
ClerksSecretaries. The
ClerkSecretary shall keep a record of the meetings of the
stockholders and of the Board of Directors. Unless a Transfer Agent is
appointed, the ClerkSecretary shall keep or cause to be
kept in Massachusetts, at the principal office of the corporation or at his or her
office, the stock and transfer records of the corporation, in which are contained the
names of all stockholders and the record address, and the amount of stock held by each. Any
Assistant ClerkSecretary shall have such powers as
the Board of Directors may from time to time designate. In the absence of
the ClerkSecretary from any meeting of stockholders, an
Assistant ClerkSecretary, if one be elected, otherwise a
Temporary ClerkSecretary designated by the person
presiding at the meeting, shall perform the duties of the
ClerkSecretary.
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10. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in
addition to the duties and powers specifically set forth in these By-Laws, such duties and powers
as are customarily incident to his or her office, and such duties and
powers as the Board of Directors may from time to time designate.
ARTICLE IV
CAPITAL STOCK
1. Certificates of Stock. Each stockholderIf shares are
represented by certificates, such certificates shall be entitled to a
certificate of the capital stock of the corporation in such form as may be prescribed from
time to time by the Board of Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, but when a
certificate is countersigned by a transfer agent or a registrar, other than a Director, officer or
employee of the corporation, such signatures may be facsimiles. In case any officer who has signed
or whose facsimile signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer at the time of its issue.
Every certificate for shares of stock that are subject to any restriction on transfer pursuant
to the Articles of Organization, the By-Laws or any agreement to which the corporation is a party,
shall have the restriction noted conspicuously on the certificate and shall also set forth on the
face or back either the full text of the restriction or a statement of the existence of such
restriction and a statement that the corporation will furnish a copy to the holder of such
certificate on written request and without charge. Every certificate issued when the corporation
is authorized to issue more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a statement of the
existence of such preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate on written request and
without charge.
2. Uncertificated Shares of Stock. The Board of Directors may authorize
the issue of some or all of the shares of any or all of the corporations classes or series of
stock without certificates. The authorization shall not affect shares already represented by
certificates until they are surrendered to the corporation. Within a reasonable time after the
issue or transfer of shares without certificates, the corporation shall send the shareholder a
written statement of the information required by the Massachusetts Business Corporation Act, as in
effect from time to time, to be on certificates.
3. 2. Transfer on Books
. All shares of stock shall be transferable on the books of the
corporation except when closed as provided by the By-Laws, upon (i) in the case of
certificated shares, surrender of the certificate therefor duly endorsed, or
accompanied by a separate document containing an assignment of the certificate or a power of
attorney to sell, assign, or transfer the same, or the shares represented thereby, with all such
endorsements or signatures guaranteed if required by the corporation or (ii) in the
case of uncertificated shares, receipt of proper transfer instructions from the holder of record of
such shares or such holders attorney lawfully constituted. The corporation shall be
entitled to recognize as exclusive the rights of a person registered on its books as the owner of
legal title to shares, to the full extent permitted by law. The stock transfer and other books of
the corporation may be closed by order of the Board of Directors for sixty
(60) days or any lesser period previous to any meeting of stockholders or any day appointed for the
payment of a dividend or for any other purpose.
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4. 3. Lost Certificates. In case
any certificate of stock of the corporation shall be lost or destroyed, a new certificate may be
issued in lieu thereof on reasonable evidence of such loss or destruction, and upon such indemnity
being given within the limits permitted by law as the Board of Directors
may require for the protection of the corporation or any transfer agent or registrar.
5. 4. Issue of Stock. Unless
otherwise voted by the Incorporator or stockholders, the whole or any part of any unissued balance
of the authorized capital stock of the corporation or the whole or any part of any capital stock of
the corporation held in its treasury may be issued or disposed of by vote
of the Board
of Directors in such manner, for such consideration, and on such terms as the
Board of Directors may determine.
5. Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of Directors, and which
record date shall not be more than 70 days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the date on which the meeting is held. A determination of stockholders of record entitled
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.
ARTICLE V
MISCELLANEOUS PROVISIONS
1. Fiscal Year. The fiscal year of the corporation shall end on the last day of
December of each year, or such other date as shall be determined from time to time by
the Board of Directors.
2. Seal. The seal of the corporation, if any, shall bear its
name and the year of its incorporation or such other device or inscription as the Board
of Directors may determine.
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes
and other obligations authorized to be executed by an officer of the corporation in its behalf
shall be signed by the President or the Treasurer except as the Board of
Directors may generally or in particular cases otherwise determine.
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4. Voting of Securities. Except as the Board of Directors
may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or
persons to act as proxy or attorney in fact for this corporation (with or without power of
substitution) at any meeting of stockholders or
shareholdersstockholders of any other corporation or
organization, the securities of which may be held by this corporation.
5. Articles of Organization. All references in these
By-lawsLaws to the Articles of Organization shall be
deemed to be to the Articles of Organization of the corporation, as amended and in effect from time
to time.
ARTICLE VI
AMENDMENTS
These By-Laws may be amended at any annual or special meeting by vote of the stockholders
holding a majority of the shares having voting power, provided that the nature or substance of the
proposed amendment shall be stated in the notice of the meeting. These By-Laws may also be amended
by a majority of the Board of Directors then in office. Not later than the time of giving notice
of the meeting of stockholders next following the adoption of an amendment by the Board
of Directors, notice or public announcement thereof stating
the substance of such change shall be given to the stockholders. The authority of the
Board of Directors to amend the By-Laws shall be subject to the limitations that no change may be
made in the date fixed in the By-Laws for an annual meeting of stockholders within sixty (60) days
before the date stated in the By-Laws and that notice of any change in the date of an annual
meeting of stockholders shall be given to all stockholders at least twenty (20) days before the new
date is fixed.
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