Attached files
file | filename |
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8-K - FORM 8-K - SRA INTERNATIONAL, INC. | y92110e8vk.htm |
EX-3.1 - EX-3.1 - SRA INTERNATIONAL, INC. | y92110exv3w1.htm |
EX-4.2 - EX-4.2 - SRA INTERNATIONAL, INC. | y92110exv4w2.htm |
EX-4.4 - EX-4.4 - SRA INTERNATIONAL, INC. | y92110exv4w4.htm |
EX-4.3 - EX-4.3 - SRA INTERNATIONAL, INC. | y92110exv4w3.htm |
EX-4.1 - EX-4.1 - SRA INTERNATIONAL, INC. | y92110exv4w1.htm |
EX-10.2 - EX-10.2 - SRA INTERNATIONAL, INC. | y92110exv10w2.htm |
EX-10.1 - EX-10.1 - SRA INTERNATIONAL, INC. | y92110exv10w1.htm |
EX-10.3 - EX-10.3 - SRA INTERNATIONAL, INC. | y92110exv10w3.htm |
EX-10.4 - EX-10.4 - SRA INTERNATIONAL, INC. | y92110exv10w4.htm |
Exhibit 3.2
SRA INTERNATIONAL, INC.
AMENDED AND RESTATED BYLAWS
As Adopted on July 20, 2011
SRA INTERNATIONAL, INC.
AMENDED AND RESTATED BYLAWS
Table of Contents
Page | ||||||
ARTICLE I |
MEETINGS OF STOCKHOLDERS | 1 | ||||
Section 1.01. |
Annual Meetings | 1 | ||||
Section 1.02. |
Special Meetings | 1 | ||||
Section 1.03. |
Participation in Meetings by Remote Communication | 1 | ||||
Section 1.04. |
Notice of Meetings; Waiver of Notice | 1 | ||||
Section 1.05. |
Proxies | 2 | ||||
Section 1.06. |
Voting Lists | 2 | ||||
Section 1.07. |
Quorum | 3 | ||||
Section 1.08. |
Voting | 3 | ||||
Section 1.09. |
Adjournment | 3 | ||||
Section 1.10. |
Organization; Procedure | 3 | ||||
Section 1.11. |
Consent of Stockholders in Lieu of Meeting | 4 | ||||
ARTICLE II |
BOARD OF DIRECTORS | 4 | ||||
Section 2.01. |
General Powers | 4 | ||||
Section 2.02. |
Number and Term of Office | 5 | ||||
Section 2.03. |
Election of Directors | 5 | ||||
Section 2.04. |
Regular Meetings | 5 | ||||
Section 2.05. |
Special Meetings | 5 | ||||
Section 2.06. |
Notice of Meetings; Waiver of Notice | 5 | ||||
Section 2.07. |
Quorum; Voting | 5 | ||||
Section 2.08. |
Action by Telephonic Communications | 6 | ||||
Section 2.09. |
Adjournment | 6 | ||||
Section 2.10. |
Action Without a Meeting | 6 | ||||
Section 2.11. |
Regulations | 6 | ||||
Section 2.12. |
Resignations of Directors | 6 | ||||
Section 2.13. |
Removal of Directors | 6 | ||||
Section 2.14. |
Vacancies and Newly Created Directorships | 6 | ||||
Section 2.15. |
Compensation | 7 | ||||
Section 2.16. |
Reliance on Accounts and Reports, etc. | 7 | ||||
ARTICLE III |
COMMITTEES | 7 | ||||
Section 3.01. |
Designation of Committees | 7 | ||||
Section 3.02. |
Members and Alternate Members | 7 | ||||
Section 3.03. |
Committee Procedures | 7 | ||||
Section 3.04. |
Meetings and Actions of Committees | 8 |
i
Table of Contents
(Continued)
(Continued)
Page | ||||||
Section 3.05. |
Resignations and Removals | 8 | ||||
Section 3.06. |
Vacancies | 8 | ||||
ARTICLE IV |
OFFICERS | 8 | ||||
Section 4.01. |
Officers | 8 | ||||
Section 4.02. |
Election | 9 | ||||
Section 4.03. |
Compensation | 9 | ||||
Section 4.04. |
Removal and Resignation; Vacancies | 9 | ||||
Section 4.05. |
Authority and Duties of Officers | 9 | ||||
Section 4.06. |
President | 9 | ||||
Section 4.07. |
Vice Presidents | 10 | ||||
Section 4.08. |
Secretary | 10 | ||||
Section 4.09. |
Treasurer | 11 | ||||
ARTICLE V |
CAPITAL STOCK | 12 | ||||
Section 5.01. |
Certificates of Stock | 12 | ||||
Section 5.02. |
Facsimile Signatures | 12 | ||||
Section 5.03. |
Lost, Stolen or Destroyed Certificates | 12 | ||||
Section 5.04. |
Transfer of Stock | 12 | ||||
Section 5.05. |
Registered Stockholders | 12 | ||||
ARTICLE VI |
OFFICES | 13 | ||||
Section 6.01. |
Registered Office | 13 | ||||
Section 6.02. |
Other Offices | 13 | ||||
ARTICLE VII |
GENERAL PROVISIONS | 13 | ||||
Section 7.01. |
Dividends | 13 | ||||
Section 7.02. |
Reserves | 13 | ||||
Section 7.03. |
Execution of Instruments | 13 | ||||
Section 7.04. |
Voting as Stockholder | 14 | ||||
Section 7.05. |
Fiscal Year | 14 | ||||
Section 7.06. |
Seal | 14 | ||||
Section 7.07. |
Books and Records; Inspection | 14 | ||||
Section 7.08. |
Electronic Transmission | 14 | ||||
ARTICLE VIII |
AMENDMENT OF BYLAWS | 15 | ||||
Section 8.01. |
Amendment | 15 |
ii
Table of Contents
(Continued)
(Continued)
Page | ||||||
ARTICLE IX |
CONSTRUCTION | 15 | ||||
Section 9.01. |
Construction | 15 |
iii
SRA INTERNATIONAL, INC.
AMENDED AND RESTATED BYLAWS
As Adopted on July 20, 2011
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.01. Annual Meetings. An annual meeting of the stockholders of the
corporation for the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held each year either within or without the State of
Delaware on such date and at such place and time as are designated by resolution of the
corporations board of directors (the Board), unless the stockholders have acted by
written consent to elect directors as permitted by the General Corporation Law of the State of
Delaware, as amended from time to time (the DGCL).
Section 1.02. Special Meetings. A special meeting of the stockholders for any
purpose may be called at any time by the President (or, in the event of his or her absence or
disability, by any Vice President) or by the Secretary pursuant to a resolution of the Board, to be
held either within or without the State of Delaware on such date and at such time and place as are
designated by such officer or in such resolution.
Section 1.03. Participation in Meetings by Remote Communication. The Board, acting
in its sole discretion, may establish guidelines and procedures in accordance with applicable
provisions of the DGCL and any other applicable law for the participation by stockholders and
proxyholders in a meeting of stockholders by means of remote communications, and may determine that
any meeting of stockholders will not be held at any place but will be held solely by means of
remote communication. Stockholders and proxyholders complying with such procedures and guidelines
and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and
entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated
place or solely by means of remote communication.
Section 1.04. Notice of Meetings; Waiver of Notice.
(a) The Secretary or any Assistant Secretary shall cause notice of each meeting of
stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor
more than 60 days prior to the meeting to each stockholder of record entitled to vote at such
meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify
(i) the place, if any, date and time of such meeting, (ii) 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, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is
called, and (iv) such other information as may be required by law or as may be deemed appropriate
by the President, the Vice President calling the meeting, or the Board. If the stockholder list
referred to in Section 1.06 of these bylaws is made accessible on an
electronic network, the notice of meeting must indicate how the stockholder list can be
accessed. If the meeting of stockholders is to be held solely by means of electronic
communications, the notice of meeting must provide the information required to access such
stockholder list during the meeting.
(b) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic
transmission by a stockholder, whether given before or after the meeting time stated in such
notice, is deemed equivalent to notice. Attendance of a stockholder at a meeting is a waiver of
notice of such meeting, except when the stockholder attends a meeting for the express purpose of
objecting at the beginning of the meeting to the transaction of any business at the meeting on the
ground that the meeting is not lawfully called or convened.
Section 1.05. Proxies.
(a) Each stockholder entitled to vote at a meeting of stockholders or to express consent to
or dissent from corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy.
(b) A stockholder may authorize a valid proxy by executing a written instrument signed by
such stockholder, or by causing his or her signature to be affixed to such writing by any
reasonable means, including but not limited to by facsimile signature, or by transmitting or
authorizing an electronic transmission (as defined in Section 7.08 of these bylaws) setting forth
an authorization to act as proxy to the person designated as the holder of the proxy, a proxy
solicitation firm or a like authorized agent. Proxies by electronic transmission must either set
forth, or be submitted with, information from which it can be determined that the electronic
transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this section may be
substituted or used in lieu of the original writing or transmission for any and all purposes for
which the original writing or transmission could be used if such copy, facsimile telecommunication
or other reproduction is a complete reproduction of the entire original writing or transmission.
(c) No proxy may be voted or acted upon after the expiration of three years from the date of
such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the
pleasure of the stockholder executing it unless the proxy states that it is irrevocable and
applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by
attending the meeting and voting in person or by filing an instrument in writing revoking the proxy
or by filing another duly executed proxy bearing a later date with the Secretary.
Section 1.06. Voting Lists. The officer of the corporation who has charge of the
stock ledger of the corporation shall prepare, at least 10 days before every meeting of the
stockholders (and before any adjournment thereof for which a new record date has been set), 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. This list shall be open to the examination of
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any stockholder prior to and during the meeting for any purpose germane to the meeting as
required by the DGCL or other applicable law. The stock ledger shall be the only evidence as to
who are the stockholders entitled by this section to examine the list required by this section or
to vote in person or by proxy at any meeting of stockholders.
Section 1.07. Quorum. Except as otherwise required by law or by the certificate of
incorporation, the presence in person or by proxy of the holders of record of a majority of the
shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction
of business at such meeting.
Section 1.08. Voting. Every holder of record of shares entitled to vote at a meeting
of stockholders is entitled to one vote for each share outstanding in his or her name on the books
of the corporation (x) at the close of business on the record date for such meeting, or (y) if no
record date has been fixed, at the close of business on the day next preceding the day on which
notice of the meeting is given, or if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. All matters at any meeting at which a quorum is
present, including the election of directors, shall be decided by the affirmative vote of a
majority of the shares of stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter in question, unless otherwise expressly provided by express
provision of law or the certificate of incorporation. The stockholders do not have the right to
cumulate their votes for the election of directors.
Section 1.09. Adjournment. Any meeting of stockholders may be adjourned from time to
time, by the chairperson of the meeting or by the vote of a majority of the shares of stock present
in person or represented by proxy at the meeting, to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the place, if any, and date and time
thereof (and the means of remote communication, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at such meeting) are announced at the meeting at which
the adjournment is taken unless the adjournment is for more than 30 days or a new record date is
fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned
meeting in accordance with Section 1.04 of these bylaws shall be given to each stockholder of
record entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any
business that might have been transacted at the original meeting.
Section 1.10. Organization; Procedure. The President shall preside over each meeting
of stockholders. If the President is absent or disabled, the presiding officer shall be selected
by the Board or, failing action by the Board, by a majority of the stockholders present in person
or represented by proxy. The Secretary, or in the event of his or her absence or disability, an
appointee of the presiding officer, shall act as secretary of the meeting. The Board may make such
rules or regulations for the conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to any such rules and regulations, the presiding officer of any
meeting shall have the right and authority to prescribe rules, regulations and procedures for such
meeting and to take all
3
such actions as in the judgment of the presiding officer are appropriate for the proper
conduct of such meeting.
Section 1.11. Consent of Stockholders in Lieu of Meeting.
(a) Unless otherwise provided in the certificate of incorporation, any action required or
permitted to be taken at an annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote of stockholders, if a consent or consents in
writing, setting forth the action so taken, are (i) signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted (but not
less than the minimum number of votes otherwise prescribed by law) and (ii) delivered to the
corporation by delivery to its registered office in this State, to its principal place of business
or to an officer or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded within 60 days of the earliest dated consent so delivered to
the corporation.
(b) If a stockholder consent is to be given without a meeting of stockholders, and the Board
has not fixed a record date for the purpose of determining the stockholders entitled to participate
in such consent, then: (i) if the DGCL does not require action by the Board prior to the proposed
stockholder action, the record date shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the corporation at any of
the locations referred to in Section 1.11(a)(ii); and (ii) if the DGCL requires action by the Board
prior to the proposed stockholder action, the record date shall be at the close of business on the
day on which the Board adopts the resolution taking such prior action. Every written consent to
action without a meeting shall bear the date of signature of each stockholder who signs the
consent, and shall be valid if timely delivered to the corporation at any of the locations referred
to in Section 1.11(a)(ii).
(c) The Secretary shall give prompt notice of the taking of an action without a meeting by
less than unanimous written consent to those stockholders who have not consented in writing and
who, if the action had been taken at a meeting, would have been entitled to notice of the meeting
if the record date for such meeting had been the date that written consents signed by a sufficient
number of stockholders to take the action were delivered to the corporation in accordance with the
DGCL.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers. Except as may otherwise be provided by law or by the
certificate of incorporation, the affairs and business of the corporation shall be managed by or
under the direction of the Board. The directors shall act only as a Board, and the individual
directors shall have no power as such.
4
Section 2.02. Number and Term of Office. The number of directors constituting the
entire Board shall be no fewer than two and no more than five (each of whom shall be a natural
person), which number may be modified from time to time by resolution of the Board. Each director
(whenever elected) shall hold office until his or her successor has been duly elected and
qualified, or until his or her earlier death, resignation or removal.
Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.13
and 2.14 of these bylaws, the directors shall be elected at each annual meeting of the
stockholders.
Section 2.04. Regular Meetings. Regular meetings of the Board shall be held on such
dates, and at such times and places as are determined from time to time by resolution of the Board.
Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever
called by the President or, in the event of his or her absence or disability, by any Vice
President, or by a majority of the directors then in office, at such place, date and time as may be
specified in the respective notices or waivers of notice of such meetings. Any business may be
conducted at a special meeting.
Section 2.06. Notice of Meetings; Waiver of Notice.
(a) Notices of special meetings shall be given to each director, and notice of each
resolution or other action affecting the date, time or place of one or more regular meetings shall
be given to each director not present at the meeting adopting such resolution or other action,
subject to Section 2.09 of these bylaws. Notices shall be given personally, or by telephone
confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed
by a writing delivered by a recognized overnight courier service, directed to each director at the
address from time to time designated by such director to the Secretary. Each such notice and
confirmation must be given (received in the case of personal service or delivery of written
confirmation) at least 24 hours prior to the time of a special meeting, and at least five days
prior to the initial regular meeting affected by such resolution or other action, as the case may
be.
(b) A written waiver of notice of meeting signed by a director or a waiver by electronic
transmission by a director, whether given before or after the meeting time stated in such notice,
is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of
such meeting, except when the director attends a meeting for the express purpose of objecting at
the beginning of the meeting to the transaction of any business at the meeting on the ground that
the meeting is not lawfully called or convened.
Section 2.07. Quorum; Voting. At all meetings of the Board, the presence of a
majority of the total authorized number of directors shall constitute a quorum for the transaction
of business. Except as otherwise required by law, the certificate of incorporation or these
bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board.
5
Section 2.08. Action by Telephonic Communications. Members of the Board may
participate in a meeting of the Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence in person at such
meeting.
Section 2.09. Adjournment. A majority of the directors present may adjourn any
meeting of the Board to another date, time or place, whether or not a quorum is present. No notice
need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting
are not announced at the time of adjournment, in which case notice conforming to the requirements
of Section 2.06 of these bylaws applicable to special meetings shall be given to each director, or
(b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause
(a) shall be given to those directors not present at the announcement of the date, time and place
of the adjourned meeting.
Section 2.10. Action Without a Meeting. Any action required or permitted to be taken
at any meeting of the Board may be taken without a meeting if all members of the Board consent
thereto in writing or by electronic transmission, and such writing or writings or electronic
transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
Section 2.11. Regulations. To the extent consistent with applicable law, the
certificate of incorporation and these bylaws, the Board may adopt such rules and regulations for
the conduct of meetings of the Board and for the management of the affairs and business of the
corporation as the Board may deem appropriate. The Board may elect from among its members a
chairman and one or more vice-chairmen to preside over meetings and to perform such other duties as
may be designated by the Board.
Section 2.12. Resignations of Directors. Any director may resign at any time by
submitting an electronic transmission or by delivering a written notice of resignation, signed by
such director, to the President or the Secretary. Such resignation shall take effect upon delivery
unless the resignation specifies a later effective date or an effective date determined upon the
happening of a specified event.
Section 2.13. Removal of Directors. Any director may be removed at any time, either
for or without cause, upon the affirmative vote of the holders of a majority of the outstanding
shares of stock of the corporation entitled to vote generally for the election of directors, acting
at a stockholder meeting or by written consent in accordance with the DGCL and these bylaws. Any
vacancy in the Board caused by any such removal may be filled at such meeting (or in the written
instrument effecting the removal, if the removal was effected by consent without a meeting) by the
stockholders entitled to vote for the election of the director so removed.
Section 2.14. Vacancies and Newly Created Directorships. Except as provided in
Section 2.13, any vacancies or newly created directorships may be filled only by a vote of
6
the stockholders at any regular or special meeting of the stockholders. A director elected to
fill a vacancy or a newly created directorship shall hold office until his or her successor has
been elected and qualified or until his or her earlier death, resignation or removal.
Section 2.15. Compensation. The directors shall be entitled to compensation for
their services to the extent approved by the stockholders at any regular or special meeting of the
stockholders. The Board may by resolution determine the expenses in the performance of such
services for which a director is entitled to reimbursement.
Section 2.16. Reliance on Accounts and Reports, etc. A director, as such or as a
member of any committee designated by the Board, shall in the performance of his or her duties be
fully protected in relying in good faith upon the records of the corporation and upon information,
opinions, reports or statements presented to the corporation by any of the corporations officers
or employees, or committees designated by the Board, or by any other person as to the matters the
member reasonably believes are within such other persons professional or expert competence and who
has been selected with reasonable care by or on behalf of the corporation.
ARTICLE III
COMMITTEES
Section 3.01. Designation of Committees. The Board may designate one or more
committees. Each committee shall consist of such number of directors as from time to time may be
fixed by the Board, and shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the corporation to the extent delegated to such
committee by the Board but no committee shall have any power or authority as to (a) approving or
adopting, or recommending to the stockholders, any action or matter (other than the election or
removal of directors) expressly required by the DGCL to be submitted to stockholders for approval,
(b) adopting, amending or repealing any of these bylaws or (c) as may otherwise be excluded by law
or by the certificate of incorporation, and no committee may delegate any of its power or authority
to a subcommittee unless so authorized by the Board.
Section 3.02. Members and Alternate Members. The members of each committee and any
alternate members shall be selected by the Board. The Board may provide that the members and
alternate members serve at the pleasure of the Board. An alternate member may replace any absent
or disqualified member at any meeting of the committee. An alternate member shall be given all
notices of committee meetings, may attend any meeting of the committee, but may count towards a
quorum and vote only if a member for whom such person is an alternate is absent or disqualified.
Each member (and each alternate member) of any committee shall hold office only until the time he
or she shall cease for any reason to be a director, or until his or her earlier death, resignation
or removal.
Section 3.03. Committee Procedures. A quorum for each committee shall be a majority
of its members, unless the committee has only one or two members, in which
7
case a quorum shall be one member, or unless a greater quorum is established by the Board.
The vote of a majority of the committee members present at a meeting at which a quorum is present
shall be the act of the committee. Each committee shall keep regular minutes of its meetings and
report to the Board when required. The Board may adopt other rules and regulations for the
government of any committee not inconsistent with the provisions of these bylaws, and each
committee may adopt its own rules and regulations of government, to the extent not inconsistent
with these bylaws or rules and regulations adopted by the Board.
Section 3.04. Meetings and Actions of Committees. Meetings and actions of each
committee shall be governed by, and held and taken in accordance with, the provisions of the
following sections of these bylaws, with such bylaws being deemed to refer to the committee and its
members in lieu of the Board and its members:
(a) Section 2.04 (to the extent relating to place and time of regular meetings);
(b) Section 2.05 (relating to special meetings);
(c) Section 2.06 (relating to notice and waiver of notice);
(d) Sections 2.08 and 2.10 (relating to telephonic communication and action without a
meeting); and
(e) Section 2.09 (relating to adjournment and notice of adjournment).
Special meetings of committees may also be called by resolution of the Board.
Section 3.05. Resignations and Removals. Any member (and any alternate member) of
any committee may resign from such position at any time by delivering a written notice of
resignation, signed by such member, to the President or the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery. Any member (and any alternate member)
of any committee may be removed from such position by the Board at any time, either for or without
cause.
Section 3.06. Vacancies. If a vacancy occurs in any committee for any reason, the
remaining members (and any alternate members) may continue to act if a quorum is present. A
committee vacancy may be filled only by the Board.
ARTICLE IV
OFFICERS
Section 4.01. Officers. The Board shall elect a President and a Secretary as
officers of the corporation. The Board may also elect a Treasurer, one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may
determine. In addition, the Board from time to time may delegate to any officer the power to
appoint subordinate officers or agents and to
8
prescribe their respective rights, terms of office, authorities and duties. Any action by an
appointing officer may be superseded by action by the Board. Any number of offices may be held by
the same person, except that one person may not hold both the office of President and the office of
Secretary. No officer need be a director of the corporation.
Section 4.02. Election. The officers of the corporation elected by the Board shall
serve at the pleasure of the Board. Officers and agents appointed pursuant to delegated authority
as provided in Section 4.01 (or, in the case of agents, as provided in Section 4.06) shall hold
their offices for such terms as may be determined from time to time by the appointing officer.
Each officer shall hold office until his or her successor has been elected or appointed and
qualified, or until his or her earlier death, resignation or removal.
Section 4.03. Compensation. The salaries and other compensation of all officers and
agents of the corporation shall be fixed by the Board or in the manner established by the Board.
Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or
without cause at any time by the Board. Any officer granted the power to appoint subordinate
officers and agents as provided in Section 4.01 may remove any subordinate officer or agent
appointed by such officer, for or without cause. Any officer or agent may resign at any time by
delivering notice of resignation, either in writing signed by such officer or by electronic
transmission, to the Board or the President. Unless otherwise specified therein, such resignation
shall take effect upon delivery. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who
appointed the person formerly holding such office.
Section 4.05. Authority and Duties of Officers. An officer of the corporation shall
have such authority and shall exercise such powers and perform such duties (a) as may be required
by law, (b) to the extent not inconsistent with law, as are specified in these bylaws, (c) to the
extent not inconsistent with law or these bylaws, as may be specified by resolution of the Board,
and (d) to the extent not inconsistent with any of the foregoing, as may be specified by the
appointing officer with respect to a subordinate officer appointed pursuant to delegated authority
under Section 4.01.
Section 4.06. President. The President shall preside at all meetings of the
stockholders and directors at which he or she is present, shall be the chief executive officer and
the chief operating officer of the corporation, shall have general control and supervision of the
policies and operations of the corporation and shall see that all orders and resolutions of the
Board are carried into effect. He or she shall manage and administer the corporations business
and affairs and shall also perform all duties and exercise all powers usually pertaining to the
office of a chief executive officer and a chief operating officer of a corporation. He or she
shall have the authority to sign, in the name and on behalf of the corporation, checks, orders,
contracts, leases, notes, drafts and all other documents and instruments in connection with the
business of the corporation. He or she shall have the authority to cause the employment or
appointment of such
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employees or agents of the corporation as the conduct of the business of the corporation may
require, to fix their compensation, and to remove or suspend any employee or any agent employed or
appointed by any officer or to suspend any agent appointed by the Board. The President shall have
the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties
and powers as the Board may from time to time prescribe.
Section 4.07. Vice Presidents. If one or more Vice-Presidents have been elected,
each Vice President shall perform such duties and exercise such powers as may be assigned to him or
her from time to time by the Board or the President. In the event of absence or disability of the
President, the duties of the President shall be performed, and his or her powers may be exercised,
by such Vice President as shall be designated by the Board or, failing such designation, by the
Vice President in order of seniority of election to that office.
Section 4.08. Secretary. Unless otherwise determined by the Board, the Secretary
shall have the following powers and duties:
(a) The Secretary shall keep or cause to be kept a record of all the proceedings of the
meetings of the stockholders, the Board and any committees thereof in books provided for that
purpose.
(b) The Secretary shall cause all notices to be duly given in accordance with the provisions
of these bylaws and as required by law.
(c) Whenever any committee shall be appointed pursuant to a resolution of the Board, the
Secretary shall furnish a copy of such resolution to the members of such committee.
(d) The Secretary shall be the custodian of the records and of the seal of the corporation
and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares
of the corporation prior to the issuance thereof and to all documents and instruments that the
Board or any officer of the corporation has determined should be executed under seal, may sign
(together with any other authorized officer) any such document or instrument, and when the seal is
so affixed he or she may attest the same.
(e) The Secretary shall properly maintain and file all books, reports, statements,
certificates and all other documents and records required by law, the certificate of incorporation
or these bylaws.
(f) The Secretary shall have charge of the stock books and ledgers of the corporation and
shall cause the stock and transfer books to be kept in such manner as to show at any time the
number of shares of stock of the corporation of each class issued and outstanding, the names
(alphabetically arranged) and the addresses of the holders of record of such shares, the number of
shares held by each holder and the date as of which each such holder became a holder of record.
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(g) The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant
Secretary shall have signed) certificates representing shares of the corporation the issuance of
which shall have been authorized by the Board.
(h) The Secretary shall perform, in general, all duties incident to the office of secretary
and such other duties as may be specified in these bylaws or as may be assigned to the Secretary
from time to time by the Board or the President.
Section 4.09. Treasurer. Unless otherwise determined by the Board, the Treasurer, if
there be one, shall be the chief financial officer of the corporation and shall have the following
powers and duties:
(a) The Treasurer shall have charge and supervision over and be responsible for the moneys,
securities, receipts and disbursements of the corporation, and shall keep or cause to be kept full
and accurate records thereof.
(b) The Treasurer shall cause the moneys and other valuable effects of the corporation to be
deposited in the name and to the credit of the corporation in such banks or trust companies or with
such bankers or other depositaries as shall be determined by the Board or the President, or by such
other officers of the corporation as may be authorized by the Board or the President to make such
determinations.
(c) The Treasurer shall cause the moneys of the corporation to be disbursed by checks or
drafts (signed by such officer or officers or such agent or agents of the corporation, and in such
manner, as the Board or the President may determine from time to time) upon the authorized
depositaries of the corporation and cause to be taken and preserved proper vouchers for all moneys
disbursed.
(d) The Treasurer shall render to the Board or the President, whenever requested, a statement
of the financial condition of the corporation and of the transactions of the corporation, and
render a full financial report at the annual meeting of the stockholders, if called upon to do so.
(e) The Treasurer shall be empowered from time to time to require from all officers or agents
of the corporation reports or statements giving such information as he or she may desire with
respect to any and all financial transactions of the corporation.
(f) The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant
Secretary shall have signed) certificates representing shares of stock of the corporation the
issuance of which shall have been authorized by the Board.
(g) The Treasurer shall perform, in general, all duties incident to the office of treasurer
and such other duties as may be specified in these bylaws or as may be assigned to the Treasurer
from time to time by the Board or the President.
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ARTICLE V
CAPITAL STOCK
Section 5.01. Certificates of Stock. The shares of the corporation shall be
represented by certificates. Every holder of stock in the corporation shall be entitled to have a
certificate signed by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered
in the name of such holder. Such certificate shall be in such form as the Board may determine, to
the extent consistent with applicable law, the certificate of incorporation and these bylaws.
Section 5.02. Facsimile Signatures. Any or all signatures on the certificates
referred to in Section 5.01 of these bylaws may be in facsimile form. If any officer who has
signed, or whose facsimile signature has been placed upon, a 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 date of issue.
Section 5.03. Lost, Stolen or Destroyed Certificates. A new certificate may be
issued in place of any certificate theretofore issued by the corporation alleged to have been lost,
stolen or destroyed only upon delivery to the corporation of an affidavit of the owner or owners
(or their legal representatives) of such certificate, setting forth such allegation, and a bond or
other undertaking as may be satisfactory to a financial officer of the corporation designated by
the Board to indemnify the corporation against any claim that may be made against it on account of
the alleged loss, theft or destruction of any such certificate or the issuance of any such new
certificate.
Section 5.04. Transfer of Stock.
(a) Transfer of shares shall be made on the books of the corporation upon surrender to the
corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of
succession, assignment or authority to transfer, and otherwise in compliance with applicable law.
Subject to applicable law, the provisions of the certificate of incorporation and these bylaws, the
Board may prescribe such additional rules and regulations as it may deem appropriate relating to
the issue, transfer and registration of shares of the corporation.
(b) The corporation may enter into agreements with shareholders to restrict the transfer of
stock of the corporation in any manner not prohibited by the DGCL.
Section 5.05. Registered Stockholders. Prior to due surrender of a certificate for
registration of transfer, the corporation may treat the registered owner as the person exclusively
entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to
exercise all the rights and powers of the owner of the shares represented by such certificate, and
the corporation shall not be bound to recognize any equitable or legal claim to or interest in such
shares on the part of any other person, whether or not the
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corporation shall have notice of such claim or interests. If a transfer of shares is made for
collateral security, and not absolutely, this fact shall be so expressed in the entry of the
transfer if, when the certificates are presented to the corporation for transfer, both the
transferor and transferee request the corporation to do so.
ARTICLE VI
OFFICES
Section 6.01. Registered Office. The registered office of the corporation in the
State of Delaware shall be located at the location provided in the corporations certificate of
incorporation.
Section 6.02. Other Offices. The corporation may maintain offices or places of
business at such other locations within or without the State of Delaware as the Board may from time
to time determine or as the business of the corporation may require.
ARTICLE VII
GENERAL PROVISIONS
Section 7.01. Dividends.
(a) Subject to any applicable provisions of law and the certificate of incorporation,
dividends upon the shares of the corporation may be declared by the Board at any regular or special
meeting of the Board and any such dividend may be paid in cash, property, or shares of the
corporations stock.
(b) A member of the Board, or a member of any committee designated by the Board shall be
fully protected in relying in good faith upon the records of the corporation and upon such
information, opinions, reports or statements presented to the corporation by any of its officers or
employees, or committees of the Board, or by any other person as to matters the director reasonably
believes are within such other persons professional or expert competence and who has been selected
with reasonable care by or on behalf of the corporation, as to the value and amount of the assets,
liabilities and/or net profits of the corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be declared and paid.
Section 7.02. Reserves. There may be set apart out of any funds of the corporation
available for dividends such sum or sums as the Board from time to time may determine proper as a
reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any
property of the corporation or for such other purpose or purposes as the Board may determine
conducive to the interest of the corporation, and the Board may similarly modify or abolish any
such reserve.
Section 7.03. Execution of Instruments. Except as otherwise required by law or the
certificate of incorporation, the Board or any officer of the corporation authorized by
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the Board may authorize any other officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name and on behalf of the corporation. Any
such authorization must be in writing or by electronic transmission and may be general or limited
to specific contracts or instruments.
Section 7.04. Voting as Stockholder. Unless otherwise determined by resolution of
the Board, the President or any Vice President shall have full power and authority on behalf of the
corporation to attend any meeting of stockholders of any corporation in which the corporation may
hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all
other rights, powers and privileges incident to the ownership of such stock at any such meeting, or
through action without a meeting. The Board may by resolution from time to time confer such power
and authority (in general or confined to specific instances) upon any other person or persons.
Section 7.05. Fiscal Year. The fiscal year of the corporation shall commence on the
first day of January of each year (except for the corporations first fiscal year which shall
commence on the date of incorporation) and shall terminate in each case on December 31.
Section 7.06. Seal. The seal of the corporation shall be circular in form and shall
contain the name of the corporation, the year of its incorporation and the words Corporate Seal
and Delaware. The form of such seal shall be subject to alteration by the Board. The seal may
be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used
in any other lawful manner.
Section 7.07. Books and Records; Inspection. Except to the extent otherwise required
by law, the books and records of the corporation shall be kept at such place or places within or
without the State of Delaware as may be determined from time to time by the Board.
Section 7.08. Electronic Transmission. Electronic transmission, as used in
these bylaws, means any form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof,
and that may be directly reproduced in paper form by such a recipient through an automated process.
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ARTICLE VIII
AMENDMENT OF BYLAWS
Section 8.01. Amendment. These bylaws may be amended, altered or repealed by the
Board at any regular or special meeting of the Board without the assent or vote of the
stockholders.
ARTICLE IX
CONSTRUCTION
Section 9.01. Construction. In the event of any conflict between the provisions of
these bylaws as in effect from time to time and the provisions of the certificate of incorporation
of the corporation as in effect from time to time, the provisions of such certificate of
incorporation shall be controlling.
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