AMENDED AND RESTATED
Section 1. Annual
Meeting. The annual meeting of the shareholders of DUSA Pharmaceuticals, Inc. (the Corporation) shall be held either within or without the State of New Jersey, at such time and place as the Board of Directors
may designate in the call or in a waiver of notice thereof, or in the absence of Board action designating the time for such meeting, on the 1st day of July of each year, commencing with the year 1991 (or if such day be a legal holiday, then on the
next succeeding day not a holiday) at 10:00 oclock in the morning, or such other date as decided upon during that month, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the
Section 2. Delayed Annual
Meeting. If for any reason the annual meeting of the shareholders shall not be held on the day designated pursuant to Section 1 of this Article, or on any subsequent day to which it shall have been duly adjourned,
such meeting may be called and held as a special meeting, and only the same proceedings may be had and the same business may be transacted at such meeting as at the original annual meeting.
Section 3. Special
Meetings. Special meetings of the shareholders may be called by the Board of Directors or by the President at such times and at such place either within or without the State of New Jersey as may be stated in the call or in
a waiver of notice thereof.
Section 4. Notice of
Meetings. Notice of the time, place and purpose of every meeting of shareholders shall be delivered personally or mailed not less than ten (10) days nor more than sixty (60) days previous thereto to each
shareholder of record entitled to vote, at his post office address appearing upon the records of the Corporation or at such other address as shall be furnished in writing by him to the Corporation for such purpose. Such further notice shall be given
as may be required by law or by these By-Laws. Any meeting may be held without notice if all shareholders entitled to vote either are present in person or by proxy, or waive notice in writing, either before or after the meeting.
Section 5. Quorum. The
holders of record of at least thirty-three and one-third percent (33-1/3%) of the shares of the stock of the Corporation issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law,
constitute a quorum at all meetings of the shareholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained. Broker
non-votes and abstentions are considered for purposes of establishing a quorum but not considered as votes cast for or against a proposal or director nominee.
Section 6. Organization of
Meetings. Meetings of the shareholders shall be presided over by the Chairman of the Board, if there be one, or if he is not present, the Vice-Chairman of the Board, or if he is not present, the President, or if he is not
present, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as Secretary of the meeting, if present. If the Secretary and the Assistant Secretary are both absent, the
Board of Directors shall select a person to act as the secretary for the meeting.
Section 7. Voting. At
each meeting of shareholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in
his name on the records of the Corporation. All actions at such meetings, except as otherwise expressly provided by statute, the Certificate of Incorporation, or these By-Laws, shall be determined by a majority of the votes cast at such meeting.
Directors of the Corporation shall be elected by the affirmative vote of a majority of the votes cast in person or by proxy by the holders of outstanding shares of all classes of stock of the Corporation entitled to vote for the election of
directors, at a meeting at which a quorum is present, unless the number of nominees exceeds the number of directors to be elected, in which case, directors shall be elected by a plurality of the votes cast in person or by proxy by the holders of
outstanding shares of all classes of stock of the Corporation entitled to vote for the election of directors, at the meeting at which a quorum is present. Any votes that may be withheld, within the meaning of Rule 14a-4(b)(2) of the
proxy solicitation rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, shall be counted as cast for the purpose of determining the number of votes cast. In the event that a director nominee fails to receive an
affirmative majority of the votes cast in an election where the number of nominees is less than or equal to the number of directors to be elected, the Board of Directors, within its powers, may decrease the number of directors, fill the vacancy, or
take any other action it deems appropriate. Each proxy to vote shall be either in writing and signed, or given by telegram, radio, radiogram, cable or equivalent electronic communication made by the shareholder or by his duly authorized agent.
At all elections of directors, the voting shall be in such other manner as may be determined by the Board of Directors,
unless a shareholder present in person or by proxy entitled to vote at such election, and before the voting begins, demands election by ballot. With respect to any other matter presented to the shareholders for their consideration at a meeting, any
shareholder entitled to vote may, on any question, demand a vote by ballot.
A complete list of the shareholders entitled to
vote at each such meeting, arranged in alphabetical order (within each class, series or group of shareholders maintained by the Corporation for convenience of reference) with the address of each, and the number of shares registered in the name of
each shareholder, shall be prepared by the Secretary and shall be produced at the time and place during the meeting and shall be subject to the inspection of any shareholder for reasonable periods during the meeting.
Section 8. Transaction of Business at Annual
Meeting. At any annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be
(A) specified in the notice of meeting given by or at the direction of the Board of Directors (including shareholder proposals included in the Corporations proxy materials pursuant to applicable rules and regulations), (B) otherwise
properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a shareholder. For business (including, but not limited to, any nominations for director) to be
properly brought before an annual meeting by a shareholder: (i) the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and (ii) the subject matter thereof must be a matter which is a proper
subject matter for shareholder action at such meeting. To be considered timely notice, a shareholders notice must be received by the Secretary at the principal office of the Corporation not less than ninety (90) nor more than one-hundred
and twenty (120) calendar days before the first anniversary of the prior years annual meeting; provided, however, that in the event that the date of the annual meeting in more than thirty (30) days before or more than sixty
(60) days after such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made. A
shareholders notice to the Secretary to submit business to an annual meeting must set forth: (i) the name and address of the shareholder, (ii) the number of shares of stock held of record and beneficially by such shareholder,
(iii) the name in which all such shares of stock are registered on the stock transfer books of the Corporation, (iv) a brief description of the business desired to be brought before the meeting and the reasons therefor, (v) any
personal or other material interest of the shareholder in the business to be submitted and (vi) all other information relating to the proposed business which may be required to be disclosed under applicable law. In addition, a shareholder
seeking to submit such business at an annual meeting shall promptly provide any other information reasonably requested by the Corporation. Notwithstanding the foregoing provisions of this Section 8, a shareholder who seeks to have any proposal
included in the Corporations proxy materials must provide notice as required by and otherwise comply with the applicable requirements of the rules and regulations under the Securities Exchange Act of 1934, as amended. The chairman of an annual
meeting shall determine all matters relating to the conduct of the meeting, including, but not limited to, determining whether any item of business has been properly brought before the meeting in accordance with these By-Laws, and if the chairman
should so determine and declare that any item of business has not been properly brought before an annual meeting, then such business shall not be transacted at such meeting.
Section 9. Inspectors of Election. The Board of Directors in advance of any meeting of
shareholders, or the tabulation of written consents of shareholders without a meeting, may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof or to tabulate such consents. If Inspectors of Election are not so
appointed, the chairman of the meeting may, and on the request of any shareholder entitled to vote, shall, appoint one or more Inspectors of Election. In case any person appointed as Inspector of Election fails to appear or act, the vacancy may be
filled by appointment made by
the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. Each Inspector of Election, before entering upon the discharge of his duties, shall take and
sign an oath to faithfully execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his ability. If appointed, Inspectors of Election shall take charge of the polls as may be required by law
and, when the vote is completed, shall make a report of the result of the vote taken and of such other facts as may be required by law.
Section 10. Action by Consent. Any action required or permitted to be taken at any meeting
of shareholders may be taken without a meeting, if, prior to such action, a written consent or consents thereto, setting forth such action, is or are signed by the holders of record of all of the shares of stock of the Corporation or, in the
alternative, by the holders of record of so many of the shares of the stock of the Corporation as are required by law for the taking of such action by written consent, if, either the Corporation solicits for such consents or proxies for consents
from the holders of all of the shares of stock of the Corporation, issued, outstanding and entitled to vote thereon and promptly notifies all non-consenting holders of stock of the Corporation as required by law. Any such solicitation or notice to
non-consenting shareholders hereunder shall specify at least the action to which the consent relates, its proposed effective date, any conditions precedent to such action, the date of tabulation of consents, and the rights of all shareholders who
are entitled to dissent from such action, if any, together with the requisite procedure for assertion and enforcement of those rights. In the case of a merger, consolidation, or sale, lease, exchange or other disposition of substantially all of the
assets of the Corporation, any required or permitted shareholder action may be taken by a prior written consent or consents to such action, setting forth the action to be taken, signed by the holders of all of the shares of every class of issued and
outstanding stock of the Corporation, issued, outstanding and entitled to vote, with the same notice to all other holders of stock of the Corporation as is required hereunder to be sent to non-consenting shareholders.
Section 11. Record Date for Action by
Consent. The record date for determining the shareholders entitled to express consent to corporate action in writing without a meeting shall be fixed by the Board of Directors. Any shareholder seeking to have the
shareholders of the Corporation authorize or take corporate action by written consent without a meeting shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. Upon receipt of such a
request, the Secretary shall, as promptly as practicable, call a special meeting of the Board of Directors to be held as promptly as practicable. At such meeting, the Board of Directors shall fix a record date within the limitations provided in
N.J.S.A. 14A:5-7. Notice of the record date shall be published in accordance with the rules and policies of any stock exchange on which the securities of the Corporation are then listed. Should the Board of Directors fail to fix a record date as
provided for in this Section 11, the record date shall be the close of business on the day next preceding the day on which notice of the meeting is given, or if no notice is given, the day next preceding the day on which the meeting is held.
Section 12. Procedures for
Consent. In the event of the delivery to the Corporation of a written consent or consents purporting to represent the requisite voting power
to authorize or take corporate action and /or related revocations, the Secretary of the Corporation shall provide for the safe-keeping of such consents and revocations and shall engage nationally
recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. No action by written consent without a meeting shall be effective until such inspectors have
completed their review, have determined that the requisites number of valid and unrevoked consents has been obtained to authorize the action specified in the consents, and have certified such determination for entry into the records of the
Corporation kept for the purpose of recording the proceedings of meetings of shareholders.
Section 1. Number, Quorum, Term, Vacancies,
Removal. The Board of Directors of the Corporation shall consist of at least five and up to nine members, as determined from time to time by the Board of Directors. The number of directors may be determined by a resolution
passed by a majority of the whole Board or by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote.
A majority of the members of the Board of Directors then holding office shall constitute a quorum, which in no case shall be less than
one-third of the total number of directors or less than two directors, except that when the entire Board consists of one Director, then one Director shall constitute a quorum for the transaction of business, but if at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.
Directors shall serve until the next annual election and until their successors shall have been elected and shall have qualified, unless sooner displaced due to death, resignation or removal for cause.
Whenever any vacancy shall have occurred in the Board of Directors, by reason of death, resignation, increase in the number
of directors, or otherwise, other than removal of a director with cause by a vote of the shareholders, or is scheduled to occur pursuant to a resignation tendered to the Board effective at a future date, it shall be filled by a majority of the
directors then holding office though less than a quorum (except as otherwise provided by law) from a nominee or nominees selected by the Nominating and Corporate Governance Committee, or in the case of a subsequently effective resignation, by such a
majority of the directors including the resignee, or by the shareholders, from a nominee or nominees selected by the Nominating and Corporate Governance Committee, and the person so chosen shall hold office until the next annual election and until
his successor is duly elected and has qualified.
All director nominees, as a condition to the right of nomination, shall
agree to be bound by all governance and informational policies of the Corporation applicable to directors.
Any one or more of the directors of the Corporation may be removed only with cause at any
time by an affirmative vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote thereon, or removed with cause at any time by a majority of the whole Board, and
thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled as provided in these By-Laws. A majority of the whole Board
may suspend any one or more of the directors of the Corporation pending a final determination that cause for removal exists.
Section 2. Meetings,
Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New Jersey, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or
in a waiver of notice thereof. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board, and special meetings may be held at any time upon the call of one director, the
Chairman of the Board, if one be elected, or the President, by oral, telegraphic, electronic mail or written notice, duly served on or sent or mailed to each director not less than two days before such meeting. A meeting of the Board may be held
without notice immediately after the annual meeting of shareholders at the same place at which such meeting was held. Notice need not be given of regular meetings of the Board or of any special meeting when its time and place are determined in
advance by a quorum of the Board. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after meeting, by those not present. Any meeting of the Board may be held by means of
telephone conference or any other means of communication by which all persons participating in the meeting are able to hear each other. Notice of an adjourned meeting need not be given if time and place are fixed at the prior meeting and if the
period of adjournment does not exceed ten (10) days per adjournment.
Section 3. Committees.
The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate from among its members one or more committees which shall consist of one or more directors. The Board may designate one or more directors
as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing
them. A majority of any such committee may determine its action and fix the time and place of its meetings, including meetings by telephone conference call or similar means of communication, unless the Board of Directors shall otherwise provide. The
Board by resolution passed by a majority of the whole Board shall have power at any time to change the membership of any such committee, to fill vacancies in it, or to dissolve it.
Section 4. Action by
Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is
signed by all members of the Board, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings of the Board or committee.
Section 5. Compensation.
The Board of Directors, by an affirmative vote by the majority of the Board, may determine, from time to time, the amount of reasonable compensation which shall be paid to its members. The Board of Directors shall also have power, in its discretion,
to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board; in addition, the Board of Directors shall also have power, in its discretion, to provide for and pay to directors
rendering services to the Corporation not ordinarily rendered by directors, as such, special reasonable compensation appropriate to the value of such services, as determined by the Board from time to time.
Section 6. Lead Director and Vice-Chairman of the
Board. In the event the Chairman of the Board is a member of management of the Corporation, the non-management Directors shall elect from among their members a Lead Director, who shall also be the Vice-Chairman of the
Board, who will convene and chair meetings of the non-management Directors and executive sessions of the non-management members of the Board of Directors and shall preside at all meetings of the Board of Directors and of the shareholders in the
absence of the Chairman of the Board. The Lead Director shall also have and perform such other duties as from time to time may be assigned by the Board of Directors or the Chairman of the Board of Directors. The Lead Director shall not be, at any
time, an employee of the Company. The Lead Director may be removed as Lead Director at any time with or without cause by a majority of the non-management Directors. For purposes of these By-Laws, a non-management Director shall mean a
Director who is not an employee of the Company.
Section 1. Titles and
Election. The officers of the Corporation, who shall be chosen annually by the Board of Directors at its first meeting after each annual meeting of shareholders, shall include a President, a Treasurer and a Secretary. The
Board of Directors from time to time may elect a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties.
Any number of offices may be held by the same person.
Notwithstanding the above, the President shall have the authority to
grant the title of Vice-President, Assistant Vice President or Associate Vice President to one or more non-officer employees, from time to time, without approval of the Board of Directors. The President shall also
have the authority to remove any person from any such office at any time. The President shall report the names of all such persons that he designates as Vice President, Assistant Vice President or Associate Vice
President to the Board of Directors at the Board meeting immediately following such action. Such non-officers having the title of Vice President, Assistant Vice President or Associate Vice President shall
not have any rights, duties or obligations reserved for or imposed upon, officers of the Corporation, as set forth in these By-Laws or otherwise, and any reference in these By-Laws to officers of the Corporation, including Vice Presidents, shall not
include such persons.
Section 2. Terms of
Office. Each officer shall hold office until his or her successor is chosen and qualified.
Section 3. Removal. Any
officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.
Section 4. Resignations. Any officer may resign at any time by giving written notice to the
Board of Directors or to the Secretary. Such resignations shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. If
the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect
of which such vacancy occurred.
Section 6. Chairman of the
Board. The Chairman of the Board of Directors, if one be elected, shall be subject to the control of the Board of Directors and shall preside at all meetings of the Board of Directors; unless the Chairman of the Board is
an employee of the Corporation, in which case the Lead Director shall preside at meetings of the independent directors. The Chairman of the Board of Directors shall have and perform such other duties as from time to time may be assigned to him by
the Board of Directors which may include presiding at meetings of the shareholders.
Section 7. President.
The President shall exercise the powers and perform the duties usual to the chief executive and/or operating officer of a corporation and, subject to the control of the Board of Directors to whom he shall report, shall have general management and
control of the affairs and business of the Corporation; he shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board of Directors) and fix their compensation; and he shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
Section 8. Vice
Presidents. If chosen, the Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Vice Presidents shall have the
power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties incident to the office of Vice President and as the Board of Directors, or the President, shall
Section 9. Secretary.
The Secretary shall attend all sessions of the Board and all meetings of the shareholders and record all notes and the minutes of proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors. The Secretary shall affix the corporate seal to any instrument requiring it, and when so affixed, it shall be attested by the signature of the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer who may affix the seal to any such instrument in the event of the absence or disability of the Secretary. The Secretary shall have and be the custodian of the stock records and all
other books, records and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates and other documents and records, required by law are properly kept and filed.
Section 10. 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 monies and other valuable effects in the
name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He 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 directors whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
Section 11. Duties of Officers may be Delegated. In case of the absence or disability of
any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.
Section 1. Directors, Officers and Employees of the Corporation. Each former, present or
future Director, officer or employee of the Corporation or the respective legal representatives of such individuals (each an Indemnitee) shall be indemnified by the Corporation, to the fullest extent permitted by the laws of the State of
New Jersey as they exist as of the date hereof or as they may hereafter be amended, from and against any and all liabilities and expenses in connection with any civil, criminal, administrative, legislative, or arbitrative action, suit or other
proceeding (including, without limitation, any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor) (each a Proceeding), or any inquiry or investigation that could lead to any such
Proceeding or any appeal therein in which he or she is or was involved, or is or was threatened to become involved, by reason of being or having been a corporate agent (as defined in N.J.S.A. 14A:3-5(1)); provided that no indemnification shall be
provided as to any person adjudged by any court to be liable to the Corporation except as and to the extent determined by such court; and provided, further, that any indemnification pursuant to this Section 1 in connection with the settlement
or other similar nonadjudicative disposition of any threatened or pending Proceeding shall only be granted to the extent permitted by law.
Section 2. Successful Defense. To the extent that a person who is or was a director,
officer, trustee, employee or agent of the Corporation or of any constituent corporation absorbed by the Corporation by consolidation or merger, or the legal
representative of any such person, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article, or in defense of any
claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
Section 3. Specific Authorization. Any indemnification under Section 1 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, trustee, employee, agent, or the legal representative thereof, is proper in the
circumstances because he has met the applicable standard of conduct set forth in said Sections 1. Such determination shall be made (1) by the Board of Directors by a majority vote of quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, a quorum of disinterested directors so directs, by independent legal counsel for a written opinion, (3) by the shareholders.
Section 4. Advance of
Expenses. Expenses incurred by any person who may have a right of indemnification under this Article in defending civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final
distribution of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director, officer, trustee, employee, or the legal representative thereof, to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the Corporation pursuant to this Article.
Section 5. Right of Indemnity not
Exclusive. The indemnification and advancement of expenses provided by this Article shall not exclude any other rights to which those seeking indemnification may be entitled under the certificate of incorporation of the
Corporation or any By-Law, agreement, vote of shareholders or otherwise; provided that no indemnification shall be made to or on behalf of a director, officer, trustee, employee, agent, or legal representative if a judgment or other final
adjudication adverse to such persons establishes that his acts or omissions (a) were in breach of his duty of loyalty to the Corporation or its shareholders, as defined by law, (b) were not in good faith or involved a knowing violation of
law or (c) resulted in receipt by such person of an improper personal benefit.
Section 6. Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee or agent of the Corporation or of any constituent corporation absorbed by the Corporation by consolidation or merger of
the legal representative of such person or is or was serving at the request of the Corporation or of any absorbed constituent corporation as a director, officer, trustee, employee or agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise, or the legal representative of any such person against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such or by reason of his being or having been such,
whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article, the New Jersey Business Corporation Act, or otherwise.
Section 7. Invalidity of any Provision of this
Article. The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of the remaining provisions of this Article.
Section l. Certificates. The interest of each shareholder of the Corporation may be evidenced
either by certificates for shares of stock in such form (including punch cards, magnetically coded or otherwise treated forms to facilitate machine or automatic processing) as the Board of Directors may from time to time prescribe or may be
uncertificated. In the event that shares are certificated, each certificate of stock shall in any event state upon its face all matters required by law. The certificates of stock shall be signed by the Chairman of the Board, if any, or by the
President or a Vice President and sealed with the seal of the Corporation or a facsimile thereof, and countersigned by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, and registered in such manner, if any, as
the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or registered by a registrar other than the Corporation or its employee, the signature of
any such officer may be a facsimile signature. In case any officer or officers who have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of
the Corporation whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued
and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.
Section 2. Transfer on
Books. Subject to the restrictions, if any, stated or noted on the stock certificate or on the transfer books of the Corporations transfer agent, shares of stock may be transferred on the books of the Corporation by
the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the
authenticity of signature as the board of directors or the transfer agent of the Corporation may reasonably require, or if such shares are uncertificated by book entry by the transfer agent, or any other means which are the usual and customary means
of evidencing the transfer of the shares by the transfer agent. Except as may be otherwise required by law, by the certificate of incorporation or by these By-Laws, the Corporation shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto, regardless of any transfer, pledge or other disposition of such stock
until the shares have been properly transferred on the books of the Corporation.
Section 3. Record
Dates. The Board of Directors may fix, in advance, a date, not less than ten (10) nor more than sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote, at such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after such record date fixed as aforesaid. Such determination of shareholders of record shall remain in effect for any adjournment thereof unless the Board of Directors fixes a new record date.
Section 4. Lost
Certificates. In the event that any certificate of stock is lost, stolen, destroyed, or mutilated, the Board of Directors may authorize the issuance of a new certificate to the same owner and for the same number of shares
in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner, to make an affidavit or affirmation
setting forth such acts as to the loss, destruction or mutilation as it deems necessary, and to give the Corporation a bond in such reasonable sum as it directs to indemnify the Corporation.
CONTRACTS AND FINANCIAL TRANSACTIONS
Section 1. Contracts. When the execution of any contract, conveyance, or other instrument,
has been authorized by the Board of Directors, or in the case of such contract, conveyance or other instrument, between the Corporation and any director or any corporation, firm, association or entity in which a director of the Corporation has a
direct or indirect interest, has been authorized as set out in the New Jersey Business Corporation Act, without specification as to the executing officer, the President, or a Vice President may execute the same in the name and on behalf of the
Corporation, and the Secretary, and Assistant Secretary or the Secretary-Treasurer may attest to that execution and affix the corporate seal thereto.
Section 2. Checks, Notes, Etc. All checks and drafts on the Corporations bank
accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Vice President and may also be signed by such officer or officers, agent
or agents, as shall be thereunto authorized from time to time by the Board of Directors.
Section 3. Loans to Directors, Officers and
Employees. To the extent permitted by the Sarbanes-Oxley Act of 2002 and any other applicable law or regulation, the Board of Directors may authorize the loaning of money, guaranteeing of obligations or other assistance to
any other officer or employee of the Corporation or of any subsidiary whenever in the
judgment of the Board such loan, guarantee or assistance may reasonably be expected to benefit the Corporation, provided, however, if such officer or employee is also a director, such loan,
guarantee or assistance must be approved by a majority of the entire Board. Any such loan, guarantee or assistance may be made with or without interest, and may be unsecured, or secured in such manner as the Board shall approve.
Section 1. Registered Office and Agent. The registered office of the Corporation shall be
located at 136 Main Street, Princeton, New Jersey. The Corporation may have other offices either within or without the State of New Jersey at such places as shall be determined from time to time by the Board of Directors or the business of the
Corporation may require. The registered agent at such office is Nanette W. Mantell, Esq.
Section 2. Fiscal
Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.
Section 3. Corporate
Seal. The seal of the Corporation shall be circular in form and contain the name of the Corporation, and the year and state of its incorporation. Such seal may be altered from time to time at the discretion of the Board of
Section 4. Books and
Records. There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without the State of New Jersey, correct books and records of account of all its business and
transactions, minutes of the proceedings of its shareholders, Board of Directors and committees, and the stock book containing the names and addresses of the shareholders, the number of shares held by the owners of record thereof, and in which the
transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine. Any person who shall have been a shareholder of record of the Corporation for at least six (6) months immediately
preceding his or her demand, or any person holding, or so authorized in writing by the holders of, at least five percent (5%) of the outstanding shares of any class or series, upon at least five (5) days written notice, shall have the
right, for any proper purpose, to examine, in person or by agent or attorney, during usual business hours, the Companys minutes of the proceedings of its shareholders and record of shareholders and to make extracts therefrom, at places where
the same are kept.
Section 5. Voting of
Stock. Unless otherwise specifically authorized by the Board of Directors, all rights and powers, including any right to vote, incident to any stock owned by the Corporation, other than stock of the Corporation, shall be
exercised in person or by proxy, by the President or any Vice President of the Corporation on behalf of the Corporation in no more restricted manner or limited extent than would apply to any owner thereof.
Section 1. Amendments.
The vote of the holders of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, shall be necessary at any meeting of shareholders to amend or repeal these By-Laws or to adopt new By-Laws. These
By-Laws may also be amended or repealed, or new By-Laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board; provided that any By-Law adopted by the Board may be amended or repealed by the
shareholders in the manner set forth above.
Any proposal to amend or repeal these By-Laws or to adopt new By-Laws shall be
stated in the notice of the meeting of the Board of Directors or the shareholders, or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Corporation, issued
and outstanding and entitled to vote, are present at such meeting.