SECTION 9. VOTING.
Except as otherwise
provided in the Certificate
of Incorporation,
each stockholder shall,
at each meeting of
the stockholders,
be entitled to one
vote in person or
by proxy for each
share of stock of
the Corporation held
by him and registered
in his name on the
books of the Corporation
on the date fixed
pursuant to the provisions
of Section 5 of Article
VII of these By-laws
as the record date
for the determination
of stockholders who
shall be entitled
to notice of and to
vote at such meeting.
Shares of its own
stock belonging to
the Corporation or
to another corporation,
if a majority of the
shares entitled to
vote in the election
of directors of such
other corporation
is held directly or
indirectly by the
Corporation, shall
not be entitled to
vote. Any vote by
stock of the Corporation
may be given at any
meeting of the stockholders
by the stockholder
entitled thereto,
in person or by his
proxy appointed by
an instrument in writing
subscribed by such
stockholder or by
his attorney thereunto
duly authorized and
delivered to the Secretary
of the Corporation
or to the secretary
of the meeting; provided,
however, that no proxy
shall be voted or
acted upon after three
years from its date,
unless said proxy
shall provide for
a longer period. Each
proxy shall be revocable
unless expressly provided
therein to be irrevocable
and unless otherwise
made irrevocable by
law. At all meetings
of the stockholders
all matters, except
where other provision
is made by law, the
Certificate of Incorporation,
or these By-laws,
shall be decided by
the vote of a majority
of the votes cast
by the stockholders
present in person
or by proxy and entitled
to vote thereat, a
quorum being present.
Unless demanded by
a stockholder of the
Corporation present
in person or by proxy
at any meeting of
the stockholders and
entitled to vote thereat,
or so directed by
the chairman of the
meeting, the vote
thereat on any question
other than the election
or removal of directors
need not be by written
ballot. Upon a demand
of any such stockholder
for a vote by written
ballot on any question
or at the direction
of such chairman that
a vote by written
ballot be taken on
any question, such
vote shall be taken
by written ballot.
On a vote by written
ballot, each ballot
shall be signed by
the stockholder voting,
or by his proxy, if
there be such proxy,
and shall state the
number of shares voted.
SECTION 10. LIST
OF STOCKHOLDERS. It
shall be the duty
of the Secretary or
other officer of the
Corporation who shall
have charge of its
stock ledger, either
directly or through
another officer of
the Corporation designated
by him or through
a transfer agent appointed
by the Board of Directors,
to prepare and make,
at least 10 days before
every meeting of the
stockholders, a complete
list of the stockholders
entitled to vote thereat,
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 10 days
before said meeting,
either at a place
within the city where
said meeting is to
be held, which place
shall be specified
in the notice of said
meeting, or, if not
so specified, at the
place where said meeting
is to be held. The
list shall also be
produced and kept
at the time and place
of said meeting during
the whole time thereof,
and may be inspected
by any stockholder
of record who shall
be present thereat.
The stock ledger shall
be the only evidence
as to who are the
stockholders entitled
to examine the stock
ledger, such list
or the books of the
Corporation, or to
vote in person or
by proxy at any meeting
of stockholders.
SECTION 11. INSPECTORS
OF VOTES. At each
meeting of the stockholders,
the chairman of such
meeting may appoint
two Inspectors of
Votes to act thereat,
unless the Board of
Directors shall have
theretofore made such
appointments.
Each Inspector of
Votes so appointed
shall first subscribe
an oath or affirmation
faithfully to execute
the duties of an Inspector
of Votes at such meeting
with strict impartiality
and according to the
best of his ability.
Such Inspectors of
Votes, if any, shall
take charge of the
ballots, if any, at
such meeting and,
after the balloting
thereat on any question,
shall count the ballots
cast thereon and shall
make a report in writing
to the secretary of
such meeting of the
results thereof. An
Inspector of Votes
need not be a stockholder
of the Corporation,
and any officer of
the Corporation may
be an Inspector of
Votes on any question
other than a vote
for or against his
election to any position
with the Corporation
or on any other question
in which he may be
directly interested.
SECTION 12. ACTIONS
WITHOUT A MEETING.
Any action required
to be taken at any
annual or special
meeting of stockholders
of the Corporation,
or any action which
may be taken at any
annual or special
meeting of stockholders,
may be taken without
a meeting, without
prior notice, and
without a vote if
a consent 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 thereat were
present and voted.
Prompt notice of the
taking of the corporate
action without a meeting
by less than unanimous
written consent shall
be given to those
stockholders who have
not consented in writing.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS.
The business and affairs
of the Corporation
shall be managed by
its Board of Directors,
which shall have and
may exercise all such
powers of the Corporation
and do all such lawful
acts and things as
are not by statute,
the Certificate of
Incorporation, or
these By-laws directed
or required to be
exercised or done
by the stockholders.
SECTION 2. NUMBER,
QUALIFICATION, AND
TERM OF OFFICE. The
Board of Directors
shall consist of one
or more members. The
initial Board of Directors
shall consist of the
Directors named in
the Certificate of
Incorporation. Thereafter,
within the limits
above specified, the
number of Directors
which shall constitute
the whole Board of
Directors shall be
determined by resolution
of the Board of Directors
or by the stockholders
at any annual or special
meeting or otherwise
pursuant to action
of the stockholders.
Directors need not
be stockholders. The
directors shall be
elected at the annual
meeting of the stockholders,
except as provided
in Sections 4 and
5 of this Article
III, and each director
elected shall hold
office until the annual
meeting next after
his election and until
his successor is duly
elected and qualified,
or until his death
or retirement or until
he resigns or is removed
in the manner hereinafter
provided. Such election
shall be by written
ballot.
SECTION 3. RESIGNATIONS.
Any director may resign
at any time by giving
written notice of
his resignation to
the Corporation. Any
such resignation shall
take effect at the
time specified therein,
or if the time when
it shall become effective
shall not be specified
therein, then it shall
take effect immediately
upon its receipt by
the Secretary. Unless
otherwise specified
therein, the acceptance
of such resignation
shall not be necessary
to make it effective.
SECTION 4. REMOVAL
OF DIRECTORS. Any
director may be removed,
either with or without
cause, at any time,
by the affirmative
vote by written ballot
of a majority in voting
interest of the stockholders
of record of the Corporation
entitled to vote,
given at an annual
meeting or at a special
meeting of the stockholders
called for that purpose.
The vacancy in the
Board of Directors
caused by any such
removal shall be filled
by the stockholders
at such meeting or,
if not so filled,
by the Board of Directors
as provided in Section
5 of this Article
III.
SECTION 5. VACANCIES.
Vacancies and newly
created directorships
resulting from any
increase in the authorized
number of directors
may be filled by a
majority of the directors
then in office though
less than a quorum,
or by a sole remaining
director, and the
directors so chosen
shall hold office
until the annual meeting
next after their election
and until their successors
are elected and qualified,
unless sooner displaced.
If there are no directors
in office, then an
election of directors
may be held in the
manner provided by
statute.
MEETINGS OF THE
BOARD OF DIRECTORS
SECTION 6. PLACE
OF MEETINGS. The Board
of Directors of the
Corporation may hold
meetings, both regular
and special, either
within or without
the State of Delaware.
SECTION 7. ANNUAL
MEETINGS. The first
meeting of each newly
elected Board of Directors
shall be held immediately
following the annual
meeting of stockholders,
and no notice of such
meeting shall be necessary
to the newly elected
directors in order
legally to constitute
the meeting, provided
a quorum shall be
present. In the event
such meeting is not
held immediately following
the annual meeting
of stockholders, the
meeting may be held
at such time and place
as shall be specified
in a notice given
as hereinafter provided
for special meetings
of the Board of Directors,
or as shall be specified
in a written waiver
signed by all of the
directors.
SECTION 8. REGULAR
MEETINGS. Regular
meetings of the Board
of Directors may be
held without notice
at such time and at
such place as shall
from time to time
be determined by the
Board of Directors.
SECTION 9. SPECIAL
MEETINGS; NOTICE.
Special meetings of
the Board of Directors
may be called by the
Chairman of the Board,
the Chief Executive
Officer or the Secretary
on 24 hours' notice
to each director,
either personally
or by telephone or
by mail, telegraph,
telex, cable, wireless,
or other form of recorded
communication; special
meetings shall be
called by the Chairman
of the Board, the
Chief Executive Officer
or the Secretary in
like manner and on
like notice on the
written request of
two directors. Notice
of any such meeting
need not be given
to any director, however,
if waived by him in
writing or by telegraph,
telex, cable, wireless,
or other form of recorded
communication, or
if he shall be present
at such meeting.
SECTION 10. QUORUM
AND MANNER OF ACTING.
At all meetings of
the Board of Directors,
a majority of the
directors at the time
in office (but not
less than one-third
of the whole Board
of Directors) shall
constitute a quorum
for the transaction
of business, and the
act of a majority
of the directors present
at any meeting at
which a quorum is
present shall be the
act of the Board of
Directors, except
as may be otherwise
specifically provided
by statute or by the
Certificate of Incorporation.
If a quorum shall
not be present at
any meeting of the
Board of Directors,
the directors present
thereat may adjourn
the meeting from time
to time, without notice
other than announcement
at the meeting, until
a quorum shall be
present.
SECTION 11. REMUNERATION.
Unless otherwise expressly
provided by resolution
adopted by the Board
of Directors, none
of the directors shall,
as such, receive any
stated remuneration
for his services;
but the Board of Directors
may at any
time and from time
to time by resolution
provide that a specified
sum shall be paid
to any director of
the Corporation, either
as his annual remuneration
as such director or
member of any committee
of the Board of Directors
or as remuneration
for his attendance
at each meeting of
the Board of Directors
or any such committee.
The Board of Directors
may also likewise
provide that the Corporation
shall reimburse each
director for any expenses
paid by him on account
of his attendance
at any meeting. Nothing
in this Section 11
shall be construed
to preclude any director
from serving the Corporation
in any other capacity
and receiving remuneration
thereof.
COMMITTEES OF DIRECTORS
SECTION 12. EXECUTIVE
COMMITTEE; HOW CONSTITUTED
AND POWERS. The Board
of Directors may in
its discretion, by
resolution passed
by a majority of the
whole Board of Directors,
designate an Executive
Committee consisting
of one or more of
the directors of the
Corporation. Subject
to the provisions
of Section 141 of
the General Corporation
Law of the State of
Delaware, the Certificate
of Incorporation,
and these By-laws,
the Executive Committee
shall have and may
exercise, when the
Board of Directors
is not in session,
all the powers and
authority of the Board
of Directors in the
management of the
business and affairs
of the
Corporation, and
shall have the power
to authorize the seal
of the Corporation
to be affixed to all
papers which may require
it; but the Executive
Committee shall not
have the power to
fill vacancies in
the Board of Directors,
the Executive Committee,
or any other committee
of directors or to
elect or approve officers
of the Corporation.
The Executive Committee
shall have the power
and authority to authorize
the issuance of common
stock and grant and
authorize options
and other rights with
respect to such issuance.
The Board of Directors
shall have the power
at any time, by resolution
passed by a majority
of the whole Board
of Directors, to change
the membership of
the Executive Committee,
to fill all vacancies
in it, or to dissolve
it, either with or
without cause.
SECTION 13. ORGANIZATION.
The Chairman of the
Executive Committee,
to be selected by
the Board of Directors,
shall act as chairman
at all meetings of
the Executive Committee
and the Secretary
shall act as secretary
thereof. In case of
the absence from any
meeting of the Executive
Committee of the Chairman
of the Executive Committee
or the Secretary,
the Executive Committee
may appoint a chairman
or secretary, as the
case may be, of the
meeting.
SECTION 14. MEETINGS.
Regular meetings of
the Executive Committee,
of which no notice
shall be necessary,
may be held on such
days and at such places,
within or without
the State of Delaware,
as shall be fixed
by resolution adopted
by a majority of the
Executive Committee
and communicated in
writing to all its
members. Special meetings
of the Executive Committee
shall be held whenever
called by the Chairman
of the Executive Committee
or a majority of the
members of the Executive
Committee then in
office. Notice of
each special meeting
of the Executive Committee
shall be given by
mail, telegraph, telex,
cable, wireless, or
other form of recorded
communication or be
delivered personally
or by telephone to
each member of the
Executive Committee
not later than the
day before the day
on which such meeting
is to be held. Notice
of any such meeting
need not be given
to any member of the
Executive Committee,
however, if waived
by him in writing
or by telegraph, telex,
cable, wireless, or
other form of recorded
communication, or
if he shall be present
at such meeting; and
any meeting of the
Executive Committee
shall be a legal meeting
without any notice
thereof having been
given, if all the
members of the Executive
Committee shall be
present thereat. Subject
to the provisions
of this Article III,
the Executive Committee,
by resolution adopted
by a majority of the
whole Executive Committee,
shall fix its own
rules of procedure.
SECTION 15. QUORUM
AND MANNER OF ACTING.
A majority of the
Executive Committee
shall constitute a
quorum for the transaction
of business, and the
act of a majority
of those present at
a meeting thereof
at which a quorum
is present
shall be the act of
the Executive Committee.
SECTION 16. OTHER
COMMITTEES. The Board
of Directors may,
by resolution or resolutions
passed by a majority
of the whole Board
of Directors, designate
one or more other
committees consisting
of one or more directors
of the Corporation,
which, to the extent
provided in said resolution
or resolutions, shall
have and manage, exercise,
subject to the provisions
of Section 141 of
The General Corporation
Law of the State of
Delaware, the Certificate
of Incorporation,
and these By-laws,
the powers and authority
of the Board of Directors
in the management
of the business and
affairs of the Corporation,
and shall have the
power to authorize
the seal of the Corporation
to be affixed to all
papers which may require
it; but no such committee
shall have the power
to fill vacancies
in the Board of Directors,
the Executive Committee,
or any other committee
or in their respective
membership, to appoint
or remove officers
of the Corporation,
or to authorize the
issuance of shares
of the capital stock
of the Corporation,
except that such a
committee may, to
the extent provided
in said resolutions,
grant and authorize
options and other
rights with respect
to the common stock
of the Corporation
pursuant to and in
accordance with any
plan approved by the
Board of Directors.
Such committee or
committees shall have
such name or names
as may be determined
from time to time
by resolution adopted
by the Board of Directors.
A majority of all
the members of any
such committee may
determine its action
and fix the time and
place of its meetings
and specify what notice
thereof, if any, shall
be given, unless the
Board of Directors
shall otherwise provide.
The Board of Directors
shall have power to
change the members
of any such committee
at any time to fill
vacancies, and to
discharge any such
committee, either
with or without cause,
at any time.
SECTION 17. ALTERNATE
MEMBERS OF COMMITTEES.
The Board of Directors
may designate one
or more directors
as alternate members
of the Executive Committee
or any other committee,
who may replace any
absent or disqualified
member at any meeting
of the committee,
or if none be so appointed,
the member or members
thereof present at
any meeting and not
disqualified from
voting, whether or
not he or they constitute
a quorum, may unanimously
appoint another member
of the Board of Directors
to act at the meeting
in the place of any
such absent or disqualified
member.
SECTION 18. MINUTES
OF COMMITTEES. Each
committee shall keep
regular minutes of
its meetings and proceedings
and report the same
to the Board of Directors
at the next meeting
thereof.
GENERAL
SECTION 19. ACTIONS
WITHOUT A 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 of Directors
or of any committee
thereof
may be taken without
a meeting, if all
members of the Board
of Directors or committee,
as the case may be,
consent thereto in
writing, and the writing
or writings are filed
with the minutes of
proceedings of the
Board of Directors
or the committee.
SECTION 20. PRESENCE
AT MEETINGS BY MEANS
OF COMMUNICATIONS
EQUIPMENT. Members
of the Board of Directors,
or of any committee
designated by the
Board of Directors,
may participate in
a meeting of the Board
of Directors or such
committee 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 conducted
pursuant to this Section
20 shall
constitute presence
in person at such
meeting.
ARTICLE IV
NOTICES
SECTION 1. TYPE
OF NOTICE. Whenever,
under the provisions
of any applicable
statute, the Certificate
of Incorporation,
or 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,
in person or by mail,
addressed to such
director or stockholder,
at his 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
in any manner permitted
by Article III hereof
and shall be deemed
to be given at the
time when first transmitted
by the method of communication
so permitted.
SECTION 2. WAIVER
OF NOTICE. Whenever
any notice is required
to be given under
the provisions of
any applicable statute,
the Certificate of
Incorporation, or
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, and transmission
of a waiver of notice
by a director or stockholder
by mail, telegraph,
telex, cable, wireless,
or other form of recorded
communication may
constitute such a
waiver.
ARTICLE V
OFFICERS
SECTION 1. ELECTED
AND APPOINTED OFFICERS.
The elected officers
of the Corporation
shall be a Chief Executive
Officer, a President,
one or more Vice Presidents,
with or without such
descriptive titles
as the Board of Directors
shall deem appropriate,
a Secretary, and a
Treasurer, and, if
the Board of Directors
so elects, a Chairman
of the Board (who
shall be a director)
and a Controller.
The Board of Directors
or the Executive Committee
of the Board of
Directors by resolution
also may appoint one
or more Assistant
Vice Presidents, Assistant
Treasurers, Assistant
Secretaries, Assistant
Controllers, and such
other officers and
agents as from time
to time may appear
to be necessary or
advisable in the conduct
of the affairs of
the Corporation.
SECTION 2. TIME
OF ELECTION OR APPOINTMENT.
The Board of Directors
at its annual meeting
shall elect or appoint,
as the case may be,
the officers to fill
the positions designated
in order pursuant
to Section 1 of this
Article V. Officers
of the Corporation
may also be elected
or appointed, as the
case may be, at any
other time.
SECTION 3. SALARIES
OF ELECTED OFFICERS.
The salaries of all
elected officers of
the Corporation shall
be fixed by the Board
of Directors.
SECTION 4. TERM.
Each officer of the
Corporation shall
hold his office until
his successor is duly
elected or appointed
and qualified or until
his earlier resignation
or removal. Any officer
may resign at any
time upon written
notice to the Corporation.
Any officer elected
or appointed by the
Board of Directors
or the Executive Committee
may be removed at
any time by the
affirmative vote of
a majority of the
whole Board of Directors.
Any vacancy occurring
in any office of the
Corporation by death,
resignation, removal,
or otherwise may be
filled by the Board
of Directors or the
appropriate committee
thereof.
SECTION 5. DUTIES
OF THE CHAIRMAN OF
THE BOARD. The Chairman
of the Board, if one
be elected, shall
preside when present
at all meetings of
the Board of Directors
and, with the approval
of the Chief Executive
Officer, may preside
at
meetings of the stockholders.
He shall advise and
counsel the Chief
Executive Officer
and other officers
of the Corporation,
and shall exercise
such powers and perform
such duties as shall
be assigned to or
required of him from
time to time by the
Board of Directors.
SECTION 6. DUTIES
OF THE CHIEF EXECUTIVE
OFFICER. The Chief
Executive Officer
shall be the chief
executive officer
of the Corporation
and, subject to the
provisions of these
By-laws, shall have
general supervision
of the affairs
of the Corporation
and shall have general
and active control
of all its business.
He shall preside,
when present, at all
meetings of stockholders,
except when the Chairman
of the Board presides
with the approval
of the Chief Executive
Officer and as may
otherwise be provided
by statute, and, in
the absence of any
other person designated
thereto by these By-laws,
at all meetings of
the Board of Directors.
He shall see that
all orders and resolutions
of the Board of Directors
and the stockholders
are carried into effect.
He shall have general
authority to execute
bonds, deeds, and
contracts in the name
of the Corporation
and affix the corporate
seal thereto; to sign
stock certificates;
to cause the employment
or appointment of
such employees and
agents of the Corporation
as the proper conduct
of operations may
require, and to fix
their compensation,
subject to the provisions
of these By-laws;
to remove or suspend
any employee or agent
who shall have been
employed or appointed
under his authority
or under authority
of an officer subordinate
to him; to suspend
for cause, pending
final action by the
authority which shall
have elected or appointed
him, any officer subordinate
to the Chief Executive
Officer or the President;
and, in general, to
exercise all the powers
and authority usually
appertaining to the
chief executive officer
of a corporation,
except as otherwise
provided in these
By-laws.
SECTION 7. DUTIES
OF THE PRESIDENT.
The President shall
be an executive officer
of the Corporation
and, subject to the
provisions of these
By-laws, shall assist
the Chief Executive
Officer in the general
supervision of the
affairs of the Corporation
and shall have general
and active control
of all its business
second to the Chief
Executive Officer.
He shall assist the
Chief Executive Officer
in seeing that all
orders and resolutions
of the Board of Directors
and the stockholders
are carried into effect.
In the absence of
the Chief Executive
Officer or in the
event of his inability
or refusal to act,
the President shall
perform the duties
of the Chief Executive
Officer, and when
so acting shall have
all the powers of
and be subject to
all the restrictions
upon the Chief Executive
Officer. The President
shall perform such
other duties and have
such other powers
as the Board of Directors
or the Chief Executive
Officer may from time
to time prescribe.
SECTION 8. DUTIES
OF VICE PRESIDENTS.
In the absence of
the President or in
the event of his inability
or refusal to act,
the Vice President
(or in the event there
may be more than one
Vice President, the
Vice Presidents in
the order designated,
or in the absence
of any designation,
then in the order
of their election)
shall perform the
duties of the President,
when so acting, shall
have all the powers
of and be subject
to all the restrictions
upon the President.
The Vice Presidents
shall perform such
other duties and have
such other powers
as the Board of Directors
or the Chief Executive
Officer may from time
to time prescribe.
SECTION 9. DUTIES
OF ASSISTANT VICE
PRESIDENTS. In the
absence of a Vice
President or in the
event of his inability
or refusal to act,
the Assistant Vice
President (or in the
event there shall
be more than one,
the Assistant Vice
Presidents in the
order designated by
the Board of Directors,
or in the absence
of any designation,
then in the order
of their appointment)
shall perform the
duties and exercise
the powers of that
Vice President, and
shall perform such
other duties and have
such powers as the
Board of Directors,
the Chief Executive
Officer, or the Vice
President under whose
supervision he is
appointed may from
time to time prescribe.
SECTION 10. DUTIES
OF THE SECRETARY.
The Secretary shall
attend all meetings
of the Board of Directors
and all meetings of
the stockholders and
record all the proceedings
of the meetings of
the Corporation and
of the Board of Directors
in a book to be kept
for that purpose and
shall perform like
duties for the Executive
Committee or other
standing committees
when required. He
shall give, or cause
to be given, notice
of all meetings of
the stockholders and
special meetings of
the Board of the Directors,
and shall perform
such other duties
as may be prescribed
by the Board of Directors
or the Chief Executive
Officer under whose
supervision he shall
be. He shall have
custody of the corporate
seal of the Corporation,
and he, or an Assistant
Secretary, shall have
the authority to affix
the same to any instrument
requiring it, and
when so affixed, it
may be attested by
his signature or by
the signature of such
Assistant Secretary.
The Board of Directors
may give general authority
to any other officer
to affix the seal
of the Corporation
and to attest the
affixing by his signature.
The Secretary shall
keep and account for
all books, documents,
papers, and records
of the Corporation,
except those for which
some other officer
or agent is properly
accountable. He shall
have authority to
sign stock certificates
and shall generally
perform all the duties
usually appertaining
to the office of the
secretary of a corporation.
SECTION 11. DUTIES
OF ASSISTANT SECRETARIES.
In the absence of
the Secretary or in
the event of his inability
or refusal to act,
the Assistant Secretary
(or, if there shall
be more than one,
the Assistant Secretaries
in the
order designated by
the Board of Directors,
or in the absence
of any designation,
then in the order
of their appointment)
shall perform the
duties and exercise
the powers of the
Secretary and shall
perform such other
duties and
have such other powers
as the Board of Directors,
the Chief Executive
Officer or the Secretary
may from time to time
prescribe.
SECTION 12. DUTIES
OF 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 of Directors.
He shall disburse
the funds of the Corporation
as may be ordered
by
the Board of Directors,
taking proper vouchers
for such disbursements,
and shall render to
the Chief Executive
Officer and the Board
of Directors, at its
regular meetings or
when the Board of
Directors so requires,
an account of all
his
transactions as Treasurer
and of the financial
condition of the Corporation.
If required by the
Board of Directors,
he shall give the
Corporation a bond
(which shall be renewed
every six years) in
such sum and with
such surety or sureties
as shall be satisfactory
to the Board of Directors
for the faithful performance
of the duties of his
office and for the
restoration to the
Corporation, in case
of his death, resignation,
retirement, or removal
from office, of all
books, papers, vouchers,
money, and other property
of whatever kind in
his possession or
under his control
belonging to the Corporation.
The
Treasurer shall be
under the supervision
of the Vice President
in charge of finance,
if one is so designated,
and he shall perform
such other duties
as may be prescribed
by the Board of Directors,
the Chief Executive
Officer, or any
such Vice President
in charge of finance.
SECTION 13. DUTIES
OF ASSISTANT TREASURERS.
The Assistant Treasurer
or Assistant Treasurers
shall assist the Treasurer,
and in the absence
of the Treasurer or
in the event of his
inability or refusal
to act, the Assistant
Treasurer (or in the
event there shall
be more than one,
the Assistant Treasurers
in the order designated
by the Board of Directors,
or in the absence
of any designation,
then in the order
of their appointment)
shall perform the
duties and exercise
the powers of the
Treasurer and shall
perform such other
duties and have such
other powers as the
Board of Directors,
the Chief Executive
Officer, or the Treasurer
may from time to time
prescribe.
SECTION 14. DUTIES
OF THE CONTROLLER.
The Controller, if
one is appointed,
shall have supervision
of the accounting
practices of the Corporation
and shall prescribe
the duties and powers
of any other accounting
personnel of the
Corporation. He shall
cause to be maintained
an adequate system
of financial control
through a program
of budgets and interpretive
reports. He shall
initiate and enforce
measures and procedures
whereby the business
of the Corporation
shall be conducted
with the maximum efficiency
and economy. If required,
he shall prepare a
monthly report covering
the operating results
of the Corporation.
The Controller shall
be under the supervision
of the Vice President
in charge of finance,
if one is so designated,
and he shall perform
such other duties
as may be prescribed
by the Board of Directors,
the Chief Executive
Officer, or any such
Vice President in
charge of finance.
SECTION 15. DUTIES
OF ASSISTANT CONTROLLERS.
The Assistant Controller
or Assistant Controllers
shall assist the Controller,
and in the absence
of the Controller
or in the event of
his inability or refusal
to act, the Assistant
Controllers in the
order designated by
the Board of Directors,
or in the absence
of any designation,
then in the order
of their appointment)
shall perform the
duties and exercise
the powers of the
Controller and perform
such other duties
and have such other
powers as the Board
of Directors, the
Chief Executive Officer,
or the Controller
may from time to time
prescribe.
ARTICLE VI
INDEMNIFICATION
SECTION 1. ACTIONS
OTHER THAN BY OR IN
THE RIGHT OF THE CORPORATION.
The Corporation shall
indemnify any person
who was or is a party
or is threatened to
be made a party to
any threatened, pending,
or completed action,
suit, or
proceeding, whether
civil, criminal, administrative,
or investigative (other
than an action by
or in the right of
the
Corporation), by reason
of the fact that he
is or was a director,
officer, employee,
or agent of the Corporation,
or is or was serving
at the request of
the Corporation as
a director, officer,
employee, or agent
of another corporation,
partnership, joint
venture, trust, or
other enterprise,
against expenses (including
attorneys' fees),
judgments, fines,
and amounts paid in
settlement actually
and reasonably incurred
by him in connection
with such action,
suit, or proceeding,
if he acted in good
faith and in a manner
he reasonably believed
to be in or not opposed
to the best interests
of the Corporation
and, with respect
to any criminal action
or proceeding, had
no reasonable cause
to believe his conduct
was unlawful. The
termination of any
action, suit, or proceeding
by judgment, order,
settlement, conviction,
or upon a plea of
NOLO CONTENDERE or
its equivalent, shall
not, of itself, create
a presumption that
the person did not
act in good faith
and in a manner which
he reasonably believed
to be in or not opposed
to the best interests
of the Corporation
or, with respect to
any criminal action
or proceeding, that
he had reasonable
cause to believe that
his conduct was unlawful.
SECTION 2. ACTIONS
BY OR IN THE RIGHT
OF THE CORPORATION.
The Corporation shall
indemnify any person
who was or is a party
or is threatened to
be made a party to
any threatened, pending,
or completed action
or suit by or in the
right
of the Corporation
to procure a judgment
in its favor by reason
of the fact that he
is or was a director,
officer, employee,
or agent of the Corporation,
or is or was serving
at the request of
the Corporation as
a director, officer,
employee, or agent
of another corporation,
partnership, joint
venture, trust, or
other enterprise against
expenses (including
attorneys' fees) actually
and reasonably incurred
by him in connection
with the defense or
settlement of such
action or suit, if
he acted in good faith
and in a manner he
reasonably believed
to be in or not opposed
to the best interests
of the Corporation,
except that no indemnification
shall be made in respect
of any claim, issue,
or matter as to which
such person shall
have been adjudged
to be liable to the
Corporation unless
and only to the extent
that the Court of
Chancery of Delaware
or the
court in which such
action or suit was
brought shall determine
upon application that,
despite the adjudication
of liability but in
view of all the circumstances
of the case, such
person is fairly and
reasonably entitled
to indemnity for such
expenses which the
Court of Chancery
of Delaware or such
other court shall
deem proper.
SECTION 3. DETERMINATION
OF RIGHT TO INDEMNIFICATION.
Any indemnification
under Sections 1 or
2 of this Article
VI (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,
employee, or agent
is proper in the circumstances
because he has met
the applicable standard
of conduct set forth
in Sections 1 or 2
of this Article VI.
Such determination
shall be made (i)
by the Board of Directors
by a majority vote
of a quorum consisting
of directors who were
not parties to such
action, suit, or
proceeding, or (ii)
if such a quorum is
not obtainable, or,
even if obtainable
if a quorum of disinterested
directors so directs,
by independent legal
counsel in a written
opinion, or (iii)
by the stockholders.
SECTION 4. RIGHT
TO INDEMNIFICATION.
Notwithstanding the
other provisions of
this Article VI, to
the extent that a
director, officer,
employee, or agent
of a corporation has
been successful on
the merits or otherwise
in defense of any
action, suit, or proceeding
referred to in Sections
1 or 2 of this Article
VI, 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 5. PREPAID
EXPENSES. Expenses
incurred by an officer
or director in defending
a civil or criminal
action, suit, or proceeding
may be paid by the
Corporation in advance
of the final disposition
of such action, suit,
or proceeding upon
receipt of an undertaking
by or on behalf of
such director or officer,
to repay such amount
if it shall ultimately
be determined he is
not entitled to be
indemnified by the
Corporation as authorized
in this Article IV.
Such expenses incurred
by other employees
and agents may be
so paid upon such
terms and conditions,
if any, as the Board
of Directors deems
appropriate.
SECTION 6. OTHER
RIGHTS AND REMEDIES.
The indemnification
and advancement of
expenses provided
by, or granted pursuant
to, this Article VI
shall not be deemed
exclusive of any other
rights to which any
person seeking indemnification
or advancement of
expenses may be entitled
under any By-law,
agreement, vote of
stockholders or disinterested
directors, or otherwise,
both as to action
in his official capacity
and as to action in
another capacity while
holding such office,
and shall continue
as to a person who
has ceased to be a
director, officer,
employee, or agent
and shall inure to
the benefit of the
heirs, executors and
administrators of
such a person.
SECTION 7. INSURANCE.
Upon resolution passed
by the Board of Directors,
the Corporation may
purchase and maintain
insurance on behalf
of any person who
is or was a director,
officer, employee,
or agent of the Corporation,
or is or was
serving at the request
of the Corporation
as a director, officer,
employee, or agent
of another corporation,
partnership, joint
venture, trust, or
other enterprise against
any liability asserted
against him and incurred
by him in any such
capacity, or arising
out of his status
as such, whether or
not the Corporation
would have the power
to indemnify him against
such liability under
the provisions of
this Article VI.
SECTION 8. MERGERS.
For purposes of this
Article VI, references
to "the Corporation"
shall include, in
addition to the resulting
or surviving corporation,
constituent corporations
(including any constituent
of a constituent)
absorbed in a consolidation
or merger which, if
its separate existence
had continued, would
have had power and
authority to indemnify
its directors, officers,
employees, or agents,
so that any person
who is or was a director,
officer, employee,
or agent of such constituent
corporation or is
or was serving at
the request of such
constituent corporation
as a director, officer,
employee, or agent
of another corporation,
partnership, joint
venture, trust, or
other enterprise shall
stand in the same
position under the
provisions of this
Article VI with respect
to the resulting or
surviving corporation
as he would have with
respect to such constituent
corporation if its
separate existence
had continued.
SECTION 9. DEFINITIONS.
For the purposes of
this Article VI, all
words and phrases
used herein shall
have the meanings
ascribed to them under
Section 145 of the
General Corporation
Law of the state of
Delaware.
ARTICLE VII
CERTIFICATES REPRESENTING
STOCK
SECTION 1. RIGHT
TO CERTIFICATE. Every
holder of stock in
the Corporation shall
be entitled to have
a certificate, signed
by, or in the name
of the Corporation
by, the Chairman of
the Board, the Chief
Executive Officer,
the President, or
a Vice President and
by the Treasurer or
an Assistant Treasurer
or the Secretary or
an Assistant Secretary
of the Corporation,
certifying the number
of shares owned by
him in the Corporation.
If the Corporation
shall be authorized
to issue more than
one class of stock
or more than one series
of any class, 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
or rights shall be
set forth in full
or summarized on the
face or back of the
certificate which
the Corporation shall
issue to represent
such class or series
of stock; provided,
that, except as otherwise
provided in Section
202 of the General
Corporation Law of
the State of Delaware,
in lieu of the foregoing
requirements, there
may be set forth on
the face or back of
the certificate which
the Corporation shall
issue to represent
such class or series
of stock 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
or rights.
SECTION 2. FACSIMILE
SIGNATURES. Any of
or all the signatures
on the certificate
may be 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.
SECTION 3. NEW CERTIFICATES.
The Board of Directors
may direct a new certificate
or certificates to
be issued in place
of any certificate
or certificates theretofore
issued by the Corporation
and 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 such issue
of a new certificate
or certificates, the
Board of Directors
may, in its discretion
and as a condition
precedent to the issuance
thereof, require the
owner of such lost,
stolen, or destroyed
certificate or certificates,
or his legal representative,
to advertise the same
in such manner as
it shall require 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
or the issuance of
such new certificate.
SECTION 4. TRANSFERS.
Upon surrender to
the Corporation or
the transfer agent
of the Corporation
of a certificate for
shares duly endorsed
or accompanied by
proper evidence of
succession, assignation,
or authority to transfer,
it shall be the duty
of the Corporation,
subject to any proper
restrictions on transfer,
to issue a new certificate
to the person entitled
thereto, cancel the
old certificate, and
record the transaction
upon its books.
SECTION 5. RECORD
DATE. In order that
the Corporation may
determine the stockholders
entitled to notice
of or to vote at any
meeting of stockholders
or any adjournment
thereof, 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 entitled
to
exercise any rights
in respect of any
change, conversion
or exchange of stock
or for the purpose
of any other lawful
action, the Board
of Directors may fix,
in advance, a record
date, which shall
not be less than 10
or more than 60 days
before the date of
such meeting or any
other action. A determination
of stockholders of
record entitled to
notice of or to vote
at a meeting of stockholders
shall apply to any
adjournment of the
meeting; provided,
however, that the
Board of Directors
may fix a new record
date for the adjourned
meeting.
SECTION 6. REGISTERED
STOCKHOLDERS. The
Corporation shall
be entitled to recognize
the exclusive right
of a person registered
on its books as the
owner of shares to
receive dividends,
and to vote as such
owner, and to hold
liable
for calls and assessments
a person registered
on its books as the
owner of shares, and
shall not be bound
to recognize any equitable
or other claim to
or interest in such
share or shares on
the part of any other
person, whether or
not
provided by the laws
of the State of Delaware.
ARTICLE VIII
CORPORATE RECORDS
SECTION 1. LOCATION.
The books, accounts
and records of the
corporation maybe
kept at such place
or places within or
without the State
of Delaware as the
Board of Directors
may from time to time
determine.
SECTION 2. INSPECTION.
The books, accounts
and records of the
corporation shall
be open to inspection
by any member of the
Board of Directors
at all times; and
open to inspection
by the stockholders
at such times, and
subject to such regulations
as the Board of Directors
may prescribe, except
as otherwise provided
by statute.
SECTION 3. CORPORATE
SEAL. The corporate
seal shall have inscribed
thereon the name of
the Corporation, the
year of its organization,
and the word "Delaware."
The seal may be used
by causing it or a
facsimile thereof
to be impressed, affixed,
reproduced, or otherwise.
ARTICLE IX
GENERAL PROVISIONS
SECTION 1. DIVIDENDS.
Dividends upon the
capital stock of the
Corporation, if any,
subject to the provisions
of the Certificate
of Incorporation,
may be declared by
the Board of Directors
(but not any committee
thereof) at any regular
meeting, pursuant
to law. Dividends
may be paid in cash,
in property, or in
shares of the capital
stock, subject to
the provisions of
the Certificate of
Incorporation.
SECTION 2. RESERVES.
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
Board of Directors
from time to time,
in their absolute
discretion, thinks
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 Board
of Directors shall
think conducive to
the interest of the
Corporation, and the
Board of Directors
may modify or abolish
any such reserve in
the manner in which
it was
created.
SECTION 3. ANNUAL
STATEMENT. The Board
of Directors 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.
SECTION 4. DEPOSITORIES.
The Board of Directors
shall appoint banks,
trust companies, or
other depositories
in which shall be
deposited from time
to time the money
or securities of the
corporation.
SECTION 5. CHECKS,
DRAFTS AND NOTES.
All checks, drafts,
or other orders the
payment and all notes
or other evidences
of indebtedness issued
in the name of the
corporation shall
be signed by such
officer or officers
or agent or
agents as shall from
time to time be designated
by resolution of the
Board of Directors
or by an officer appointed
by the Board of Directors.
ARTICLE X
AMENDMENTS
These By-laws may
be altered, amended,
or repealed or new
By-laws may be adopted
by the stockholders
or by the Board of
Directors at any regular
meeting of the stockholders
or the Board of Directors
or at any special
meeting of the
stockholders or the
Board of Directors
if notice of such
alteration, amendment,
repeal, or adoption
of new By-laws be
contained in the notice
of such special meeting.
