Attached files
file | filename |
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S-1 - FORM S-1 - AMBIENT CORP /NY | b87626sv1.htm |
EX-21 - EX-21 - AMBIENT CORP /NY | b87626exv21.htm |
EX-3.1 - EX-3.1 - AMBIENT CORP /NY | b87626exv3w1.htm |
EX-4.1 - EX-4.1 - AMBIENT CORP /NY | b87626exv4w1.htm |
EX-23.1 - EX-23.1 - AMBIENT CORP /NY | b87626exv23w1.htm |
EX-10.25 - EX-10.25 - AMBIENT CORP /NY | b87626exv10w25.htm |
Exhibit 3.2
BYLAWS
OF
AMBIENT CORPORATION
(a Delaware corporation)
TABLE OF CONTENTS
Page | ||||||
ARTICLE 1
|
Offices | 1 | ||||
1.1
|
Principal Office | 1 | ||||
1.2
|
Additional Offices | 1 | ||||
ARTICLE 2
|
Meeting of Stockholders | 1 | ||||
2.1
|
Place of Meeting | 1 | ||||
2.2
|
Annual Meeting | 1 | ||||
2.3
|
Special Meetings | 1 | ||||
2.4
|
Notice of Meetings | 2 | ||||
2.5
|
Business Matter of a Special Meeting | 2 | ||||
2.6
|
List of Stockholders | 2 | ||||
2.7
|
Organization and Conduct of Business | 2 | ||||
2.8
|
Quorum and Adjournments | 3 | ||||
2.9
|
Voting Rights | 3 | ||||
2.10
|
Majority Vote | 3 | ||||
2.11
|
Record Date for Stockholder Notice and Voting | 3 | ||||
2.12
|
Proxies | 4 | ||||
2.13
|
Inspectors of Election | 4 | ||||
2.14
|
Action Without Meeting by Written Consent | 4 | ||||
ARTICLE 3
|
Directors | 5 | ||||
3.1
|
Number; Qualifications | 5 | ||||
3.2
|
Resignation and Vacancies | 5 | ||||
3.3
|
Removal of Directors | 5 | ||||
3.4
|
Powers | 5 | ||||
3.5
|
Place of Meetings | 7 | ||||
3.6
|
Annual Meetings | 7 | ||||
3.7
|
Regular Meetings | 7 | ||||
3.8
|
Special Meetings | 7 | ||||
3.9
|
Quorum and Adjournments | 7 | ||||
3.10
|
Action without Meeting | 7 | ||||
3.11
|
Telephone Meetings | 7 | ||||
3.12
|
Waiver of Notice | 7 | ||||
3.13
|
Fees and Compensation of Directors | 8 | ||||
3.14
|
Rights of Inspection | 8 | ||||
ARTICLE 4
|
Committees of Directors | 8 | ||||
4.1
|
Selection | 8 | ||||
4.2
|
Power | 8 | ||||
4.3
|
Committee Minutes | 9 | ||||
ARTICLE 5
|
Officers | 9 | ||||
5.1
|
Officers Designated | 9 | ||||
5.2
|
Appointment of Officers | 9 | ||||
5.3
|
Subordinate Officers | 9 | ||||
5.4
|
Removal and Resignation of Officers | 9 | ||||
5.5
|
Vacancies in Offices | 10 | ||||
5.6
|
Compensation | 10 | ||||
5.7
|
The Chairman of the Board | 10 | ||||
5.8
|
The President | 10 |
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Page | ||||||
5.9
|
The Vice President | 10 | ||||
5.10
|
The Secretary | 11 | ||||
5.11
|
The Assistant Secretary | 11 | ||||
5.12
|
The Treasurer | 11 | ||||
5.13
|
The Assistant Treasurer | 11 | ||||
ARTICLE 6
|
Stock Certificates | 12 | ||||
6.1
|
Certificates for Shares | 12 | ||||
6.2
|
Signatures on Certificates | 12 | ||||
6.3
|
Transfer of Stock | 12 | ||||
6.4
|
Registered Stockholders | 12 | ||||
6.5
|
Record Date | 13 | ||||
6.6
|
Lost, Stolen or Destroyed Certificates | 13 | ||||
ARTICLE 7
|
Notices | 13 | ||||
7.1
|
Notice | 13 | ||||
7.2
|
Waiver | 14 | ||||
ARTICLE 8
|
General Provisions | 14 | ||||
8.1
|
Dividends | 14 | ||||
8.2
|
Dividend Reserve | 14 | ||||
8.3
|
Annual Statement | 14 | ||||
8.4
|
Checks | 14 | ||||
8.5
|
Corporate Seal | 14 | ||||
8.6
|
Execution of Corporate Contracts and Instruments | 14 | ||||
ARTICLE 9
|
Amendments | 15 |
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BYLAWS
OF
AMBIENT CORPORATION
(a Delaware corporation)
(a Delaware corporation)
ARTICLE 1
Offices
1.1 Principal Office. The Board of Directors shall fix the location of the
principal executive office of the corporation at any place within or outside the State of Delaware.
1.2 Additional Offices. The Board of Directors (the Board) may at any time
establish branch or subordinate offices at any place or places.
ARTICLE 2
Meeting of Stockholders
2.1 Place of Meeting. All meetings of the stockholders for the election of
directors shall be held at the principal office of the Corporation, at such place as may be fixed
from time to time by the Board or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board and stated in the notice of the
meeting. Meetings of stockholders for any purpose may be held at such time and place within or
without the State of Delaware as the Board may fix from time to time and as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
2.2 Annual Meeting. Annual meetings of stockholders shall be held at such date and
time as shall be designated from time to time by the Board and stated in the notice of the meeting.
At such annual meetings, the stockholders shall elect a Board and transact such other business as
may properly be brought before the meetings.
2.3 Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by the statute or by the Certificate of Incorporation, at the request of the Board, the Chairman of the Board,
the President or the holders of shares entitled to cast not less
than ten percent (10%) of the votes at the meeting or such
additional persons as may be provided in the certificate of incorporation or bylaws. Such request shall state the purpose or
purposes of the proposed meeting. Upon request in writing that
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a special meeting of stockholders be called for any proper purpose, directed to the chairman of
the board of directors, the president, the vice president or the secretary by any person
(other than the board of directors) entitled to call a special meeting of stockholders, the
person forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting
will be held at a time requested by the person or persons calling the meeting, such time not to be
less than thirty-five (35) nor more than sixty (60) days after receipt of the request. Such
request shall state the purpose or purposes of the proposed meeting.
2.4 Notice of Meetings. Written notice of stockholders
meetings, stating the place, date and time of the meeting and
the purpose or purposes for which the 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 prior to
the meeting.
When a meeting is adjourned to another place, date or time, written 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, date and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.
2.5 Business Matter of a Special Meeting. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
2.6 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, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the city where the
meeting is to be held, which place, if other than the place of the meeting, shall be specified
in the notice of the meeting. The list shall also be produced and kept at the place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present in
person thereat.
2.7 Organization and Conduct of Business. The Chairman of the Board or, in his or her
absence, the President of the Corporation or, in their absence, such person as the Board may
have
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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 appoints.
The Chairman 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.
2.8 Quorum and Adjournments. Except where otherwise provided by law or the
Certificate of Incorporation or these By-Laws, the holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented in proxy, shall constitute a
quorum at all meetings of the stockholders. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum if any action
taken (other than adjournment) is approved by at least a majority of the shares required to
constitute a quorum. At such adjourned meeting at which a quorum is present or represented, any
business may be transacted which might have been transacted at the meeting as originally notified.
If, however, a quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat who are present in person or represented by proxy shall
have the power to adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
2.9 Voting Rights. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by
proxy 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 stock having voting power 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 or of these By-Laws, 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 any meeting or to vote, or entitled to receive payment of any
dividend or other distribution, or entitled to exercise any
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right in respect of any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board 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.
If the Board 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.
2.12 Proxies. Every person entitled to vote for directors or on any other matter
shall have the right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be
deemed signed if the stockholders name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholders
attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) 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 (ii) 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; provided, however, that no proxy shall be valid after the expiration of eleven months
from the date of the proxy, unless otherwise provided in the proxy.
2.13 Inspectors of Election. Before any meeting of stockholders the Board may
appoint any person other than nominees for office to act as inspectors of election at the meeting
or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting
may, and on the request of any stockholder or a stockholders proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the
holders of a majority of shares or their proxies present at the meeting shall determine whether one
(1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of
any stockholder or a stockholders proxy shall, appoint a person to fill that vacancy.
2.14 Action Without Meeting by Written Consent. All actions required to be taken
at any annual or special meeting may be taken without a meeting, without prior notice and without
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a vote, if a consent or consents in writing, setting forth the action so taken, shall be
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 and shall be delivered to the corporation by
delivery to its registered office, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings or stockholders are
recorded.
ARTICLE 3
Directors
3.1 Number; Qualifications. The number of the directors shall be determined from
time to time by resolution of the Board and the initial Board shall consist of three (3)
directors. All directors shall be elected at the annual meeting or any special meeting of the
stockholders, except as provided in Section 3.2, and each director so elected shall hold office
until the next annual meeting or any special meeting or until his successor is elected and
qualified or until his earlier resignation or removal. Directors need not be stockholders.
3.2 Resignation and Vacancies. A vacancy or vacancies in the Board shall be deemed
to exist in the case of the death, resignation or removal of any director, or if the authorized
number of directors be increased. Vacancies may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, unless otherwise
provided in the Certificate of Incorporation. The stockholders may elect a director or directors
at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts
the resignation of a director tendered to take effect at a future time, the Board shall have
power to elect a successor to take office when the resignation is to become effective. If there
are no directors in office, then an election of directors may be held in the manner provided by
statute.
3.3 Removal of Directors. Unless otherwise restricted by statute, the
Certificate of Incorporation or these By-Laws, any director or the entire Board may be removed,
with or without cause, by the holders of at least a majority of the shares entitled to vote at an
election of directors.
3.4 Powers. The business of the Corporation shall be managed by or under the
direction of the Board which may exercise all such powers of the Corporation and do all such lawful
acts and things which are not by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.
Without prejudice to these general powers, and subject to the same limitations, the
directors shall have the power to:
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(a) Select and remove all officers, agents, and employees of the Corporation;
prescribe any powers and duties for them that are consistent with law, with the Certificate of
Incorporation, and with these By-Laws; fix their compensation; and require from them security for
faithful service;
(b) Confer upon any office the power to appoint, remove and suspend subordinate officers,
employees and agents;
(c) Change the principal executive office or the principal business office in the State of
California or any other state from one location to another; cause the Corporation to be qualified to do business in
any other state, territory, dependency or country and conduct business within or without the
State of California; and designate any place within or without the State of California for the
holding of any stockholders meeting, or meetings, including annual meetings;
(d) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock;
and alter the form of the seal and certificates;
(e) Authorize the issuance of shares of stock of the Corporation on any lawful terms, in
consideration of money paid, labor done, services actually rendered, debts or securities
canceled, tangible or intangible property actually received;
(f) Borrow money and incur indebtedness on behalf of the Corporation, and cause to be
executed and delivered for the Corporations purposes, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of
debt and securities;
(g) Declare
dividends from time to time in accordance with law;
(h) Adopt from time to time such stock option, stock purchase, bonus or other compensation plans for
directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;
and
(i) Adopt from time to time regulations not inconsistent with these By-Laws for the management of the Corporations business and affairs.
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3.5 Place of Meetings. The Board may hold meetings, both regular and
special, either within or without the State of Delaware.
3.6 Annual Meetings. The annual meetings of the Board shall be held immediately
following the annual meeting of stockholders, and no notice of such meeting shall be necessary to
the Board, provided a quorum shall be present. The annual meetings shall be for the purposes of
organization, and an election of officers and the transaction of other business.
3.7 Regular Meetings. Regular meetings of the Board may be held without notice at such
time and place as may be determined from time to time by the Board.
3.8 Special Meetings. Special meetings of the Board may be called by the Chairman
of the Board, the President, a Vice President or a majority of the Board upon one (1) days
notice to each director.
3.9 Quorum and Adjournments. At all meetings of the Board, a majority of the
directors then in office 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, except as may otherwise be specifically provided by law or the Certificate of
Incorporation. If a quorum is not present at any meeting of the Board, the directors present
may adjourn the meeting from time to time, without notice other than announcement at the meeting
at which the adjournment is taken, until a quorum shall be present. A meeting at which a
quorum is initially present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved of by at least a majority of the required quorum
for that meeting.
3.10 Action Without Meeting. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the
Board or of any committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.
3.11 Telephone Meetings. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any member of the Board or any committee may participate in a
meeting by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
3.12 Waiver of Notice. Notice of a meeting need not be given to any director who
signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof,
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whether before or after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
3.13 Fees and Compensation of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, the Board shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board
or a stated salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
3.14 Rights of Inspection. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the Corporation and also of its subsidiary corporations, domestic or
foreign. Such inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.
ARTICLE 4
Committees of Directors
4.1 Selection. The Board may, by resolution passed by a
majority of the entire Board, designate one or more committees,
each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in
the place of any such absent or disqualified member.
4.2 Power. Any such committee, to the extent provided in
the resolution of the Board, shall have and may exercise all the
powers and authority of the Board 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; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board as provided in
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Section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any distribution of assets
of the Corporation or the conversion into, or the exchange of such shares for, shares of
any other class or classes or any other series of the same or any other class or classes of
stock of the Corporation), adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of the
Corporations property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of dissolution, removing or indemnifying directors or amending
the By-Laws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of stock or to adopt a certificate of
ownership and merger. Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board.
4.3 Committee Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the Board when required.
ARTICLE 5
Officers
5.1 Officers Designated. The officers of the Corporation shall be chosen
by the Board and shall be a President, a Secretary and a Treasurer. The Board may also
choose a Chairman of the Board, one or more Vice Presidents, and one or more assistant
Secretaries and assistant Treasurers. Any number of offices may be held by the same
person, unless the Certificate of Incorporation or these By-Laws otherwise provide.
5.2 Appointment of Officers. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 5.3 or 5.5 of this
Article 5, shall be appointed by the Board, and each shall serve at the pleasure of the
Board, subject to the rights, if any, of an officer under any contract of employment.
5.3 Subordinate Officers. The Board may appoint, and may empower the
President to appoint, such other officers and agents as the business of the Corporation may
require, each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the By-Laws or as the Board may from time to time determine.
5.4 Removal and Resignation of Officers. Subject to the
rights, if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by an affirmative vote of the majority of the
Board, at any regular or
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special meeting of the Board, or, except in case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5 Vacancies in Offices. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner prescribed in these
By-Laws for regular appointment to that office.
5.6 Compensation. The salaries of all officers of the Corporation shall be fixed
from time to time by the Board and no officer shall be prevented from receiving a salary because he
is also a director of the Corporation.
5.7 The Chairman of the Board. The Chairman of the Board, if such an officer be
elected, shall, if present, perform such other powers and duties as may be assigned to him
from time to time by the Board. If there is no President, the Chairman of the Board shall also
be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed
in Section 5.8 of this Article 5.
5.8 The President. Subject to such supervisory powers, if any, as may be given by
the Board to the Chairman of the Board, if there be such an officer, the President shall be the
Chief Executive Officer of the Corporation, shall preside at all meetings of the stockholders and
in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board,
shall have general and active management of the business of the Corporation and shall see that all
orders and resolutions of the Board 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 to some other officer or agent of the
Corporation.
5.9 The Vice President. The Vice President (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 President or in the
event of his disability or refusal to act, perform the duties of the President, and when so
acting, shall have the powers of and subject to all the restrictions upon the President. The
Vice President(s) shall perform such
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other duties and have such other powers as may from time to time be prescribed for them
by the Board, the President, the Chairman of the Board or these By-Laws.
5.10 The Secretary. The Secretary shall attend all meetings of the Board 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, and shall perform such other duties as may from time to time be prescribed by the
Board, the Chairman of the Board or the President, under whose supervision he or she shall act.
The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it, and, when so
affixed, the seal may be attested by his or her signature or by the signature of such Assistant
Secretary. The Board may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing thereof by his or her signature. 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, 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.
5.11 The Assistant Secretary. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order designated by the Board (or in the absence of any
designation, in the order of their election) shall, in the absence of the Secretary or in the
event of his or her inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as may from time to time
be prescribed by the Board.
5.12 The Treasurer. The Treasurer shall have the custody of the Corporate funds and
securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and the Board, at its
regular meetings, or when the Board so requires, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
5.13 The Assistant Treasurer. The Assistant Treasurer, or
if there shall be more than one, the Assistant Treasurers in the
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order designated by the Board (or in the absence of any designation, in the order of their
election) shall, in the absence of the Treasurer or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such
other duties and have such other powers as may from time to time be prescribed by the Board.
ARTICLE 6
Stock Certificates
6.1 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, or the President or a
Vice President and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation.
Within a reasonable time after the issuance or transfer of uncertified stock, the
Corporation shall send to the registered owner thereof a written notice containing the information
required by the General Corporation Law of the State of Delaware 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.
6.2 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 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.
6.3 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, 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 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.
6.4 Registered Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered
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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 percent 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.
6.5 Record Date. In order that the Corporation may determine the stockholders of
record who are entitled to receive notice of, or to vote at, any meeting of stockholders or any
adjournment thereof or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment of any rights, or
to exercise any rights in respect of any change, conversion, or exchange of stock or for the
purpose of any lawful action, the Board may fix, in advance, a record date which shall not be
more than sixty (60) nor less than ten (10) days prior to the date of such meeting, nor more
than sixty (60) days prior to the date of any other action. A determination of stockholders of
record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the adjourned
meeting.
6.6 Lost, Stolen or Destroyed Certificates. The Board 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. When authorizing the issue of a new certificate or certificates, the Board 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, and/or to give the Corporation a bond 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 7
Notices
7.1 Notice. Whenever, under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, notice is required to be given to any director or stockholder
it shall not be construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his or her 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. Notice to directors
may also be given by telegram or telephone.
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7.2 Waiver. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE 8
General Provisions
8.1 Dividends. Dividends upon the capital stock of the Corporation, subject to
any restrictions contained in the General Corporation Laws of Delaware or the provisions of the
Certificate of Incorporation, if any, may be declared by the Board at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of the capital stock, subject
to the provisions of the Certificate of Incorporation.
8.2 Dividend Reserve. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the Corporation,
or for such other purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the manner in which it
was created.
8.3 Annual Statement. The Board shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.
8.4 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 may from time to
time designate.
8.5 Corporate Seal. The Board may provide a suitable seal, containing the name of
the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the
Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
8.6 Execution of Corporate Contracts and Instruments. The Board, except as
otherwise provided in these By-Laws, 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 or within the agency power of an officer, no
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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.
ARTICLE 9
Amendments
In addition to the right of the stockholders of the corporation to make, alter, amend,
change, add to or repeal the bylaws of the corporation, the Board of Directors shall have the
power (without the assent or vote of the stockholders) to make, alter, amend, change, add to
or repeal the bylaws of the corporation.
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