Attached files
Exhibit
3.2
STANDARD FINANCIAL CORP.
BYLAWS
ARTICLE I
STOCKHOLDERS
STOCKHOLDERS
Section 1. Annual Meeting
The Corporation shall hold an annual meeting of its stockholders to elect directors and to
transact any other business within its powers, at such place, on such date and at such time as the
Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the
Corporations existence or affect any otherwise valid corporate act.
Section 2. Special Meetings
Special meetings of stockholders of the Corporation may be called by the President or by the
Board of Directors pursuant to a resolution adopted by a majority of the total number of directors
that the Corporation would have if there were no vacancies on the Board of Directors (hereinafter
the Whole Board). Special meetings of the stockholders shall be called by the Secretary at the
request of stockholders only on the written request of stockholders entitled to cast at least a
majority of all the votes entitled to be cast at the meeting. Such written request shall state the
purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting, and
shall be delivered at the principal office of the Corporation addressed to the President or the
Secretary. The Secretary shall inform the stockholders who make the request of the reasonably
estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to
the Corporation, notify each stockholder entitled to notice of the meeting. The Board of Directors
shall have the sole power to fix (i) the record date for determining stockholders entitled to
request a special meeting of stockholders and the record date for determining stockholders entitled
to notice of and to vote at the special meeting and (ii) the date, time and place of the special
meeting and the means of remote communication, if any, by which stockholders and proxy holders may
be considered present in person and may vote at the special meeting.
Section 3. Notice of Meetings; Adjournment
Not less than 10 nor more than 90 days before each stockholders meeting, the Secretary shall
give notice of the meeting in writing or by electronic transmission to each stockholder entitled to
vote at the meeting and to each other stockholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting, the means of remote communication, if any, by which
stockholders and proxy holders may be deemed to be present in person and may vote at the meeting,
and, if the meeting is a special meeting or notice of the purpose is required by statute, the
purpose of the meeting. Notice is given to a stockholder when it is personally delivered to the
stockholder, left at the stockholders residence or usual place of business, mailed to the
stockholder at his or her address as it appears on the records of the Corporation, or transmitted
to the stockholder by an electronic transmission to any address or number of the
stockholder at which the stockholder receives electronic transmissions. If the Corporation
has received a request from a stockholder that notice not be sent by electronic transmission, the
Corporation may not provide notice to the stockholder by electronic transmission. Notwithstanding
the foregoing provisions, each person who is entitled to notice waives notice if such person,
before or after the meeting, delivers a written waiver or waiver by electronic transmission which
is filed with the records of the stockholders meetings, or is present at the meeting in person or
by proxy.
A meeting of stockholders convened on the date for which it was called may be adjourned from
time to time without further notice to a date not more than 120 days after the original record
date. At any adjourned meeting, any business may be transacted that might have been transacted at
the original meeting.
As used in these Bylaws, the term electronic transmission shall have the meaning given to
such term by Section 1-101(l) of the Maryland General Corporation Law (the MGCL) or any successor
provision.
Section 4. Quorum
Unless the Articles of the Corporation provide otherwise, where a separate vote by a class or
classes is required, a majority of the shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with respect to that vote
on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock who are present at the meeting, in person or by proxy, may, in
accordance with Section 3 of this Article I, adjourn the meeting to another place, date or time.
Section 5. Organization and Conduct of Business
The Chairman of the Board of the Corporation or Chief Executive Officer, or in their absence,
the President, or in his or her absence, such other person as may be designated by a majority of
the Whole Board, shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary, the secretary of the meeting shall be such person as the
chairman appoints. The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussion as seem to him or her in order.
Section 6. Advance Notice Provisions for Business to be Transacted at Annual Meetings and Elections of Directors
(a) At any annual meeting of the stockholders, only such business shall be conducted as shall
have been brought before the meeting (i) as specified in the Corporations notice of the meeting,
(ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who: (1) is a stockholder of record on the date such stockholder gives the notice
provided for in this Section 6(a) and on the record date for the determination of stockholders
entitled to vote at such annual meeting; and (2) complies with the notice procedures set forth in
this Section 6(a). For business to be properly brought before an annual meeting by a stockholder
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pursuant to clause (iii) of the immediately preceding sentence, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation and such business must
otherwise be a proper matter for action by stockholders. To be timely, a stockholders notice must
be delivered or mailed to and received by the Secretary of the Corporation at the principal
executive office of the Corporation not less than 80 days nor more than 90 days prior to any such
meeting; provided, however, that if less than 90 days notice or prior public disclosure of the
date of the meeting is given to stockholders, such written notice shall be delivered or mailed to
and received by the Secretary of the Corporation at the principal executive office of the
Corporation not later than the tenth day following the day on which notice of the meeting was
mailed to stockholders or such public disclosure was made.
A stockholders notice to the Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the annual
meeting; (ii) the name and address of such stockholder as they appear on the Corporations books
and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or
series and number of shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder and such beneficial owner; (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any material interest of such
stockholder in such business; and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before
or conducted at an annual meeting except in accordance with the provisions of this Section 6(a).
The officer of the Corporation or other person presiding over the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6(a) and, if he or she should
so determine, he or she shall so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be conducted as shall
have been brought before the meeting pursuant to the Corporations notice of the meeting.
(b) Only persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders at which directors
are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who (1) is a stockholder of record on the date such stockholder
gives the notice provided for in this Section 6(b) and on the record date for the determination of
stockholders entitled to vote at such meeting, and (2) complies with the notice procedures set
forth in this Section 6(b). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholders notice shall be delivered or mailed to and received by the Secretary
of the Corporation at the principal executive office of the Corporation not less than 80 days nor
more than 90 days prior to any such meeting; provided, however, that if less than 90 days notice
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or prior public disclosure of the date of the meeting is given to stockholders, such written
notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later
than the tenth day following the day on which notice of the meeting was mailed to stockholders or
such public disclosure was made.
A stockholders notice must be in writing and set forth: (a) as to each person whom the
stockholder proposes to nominate for election as a director, (i) all information relating to such
person that would indicate such persons qualification to serve on the Board of Directors of the
Corporation; (ii) an affidavit that such person would not be disqualified under the provisions of
Article II, Section 12 of these Bylaws; (iii) such information relating to such person that is
required to be disclosed in connection with solicitations of proxies for election of directors, or
is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the Exchange Act), or any successor rule or regulation and (iv) a written
consent of each proposed nominee to be named as a nominee and to serve as a director if elected;
and (b) as to the stockholder giving the notice: (i) the name and address of such stockholder as
they appear on the Corporations books and of the beneficial owner, if any, on whose behalf the
nomination is made; (ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder and such beneficial
owner; (iii) a description of all arrangements or understandings between such stockholder and each
proposed nominee and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder; (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons named in its notice;
and (v) any other information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any
successor rule or regulation. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the provisions of this Section 6(b). The chairman
of the meeting shall, if the facts so warrant, determine that a nomination was not made in
accordance with such provisions and, if he or she should so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.
(c) For purposes of subsections (a) and (b) of this Section 6, the term public disclosure
shall mean disclosure (i) in a press release reported by a nationally recognized news service, (ii)
in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange
Commission or (iii) on a website maintained by the Corporation. The timely notice requirements
provided in subsections (a) and (b) of this Section 6 shall apply to all stockholder nominations
for election as a director and all stockholder proposals for business to be conducted at an annual
meeting regardless of whether such proposal is submitted for inclusion in the Corporations proxy
materials pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act.
Section 7. Proxies and Voting
Unless the Articles of the Corporation provide for a greater or lesser number of votes per
share or limit or deny voting rights, each outstanding share of stock, regardless of class, is
entitled to one vote on each matter submitted to a vote at a meeting of stockholders; however, a
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share is not entitled to be voted if any installment payable on it is overdue and unpaid. In all
elections for directors, directors shall be determined by a plurality of the votes cast, and
except as otherwise required by law or as provided in the Articles of the Corporation, all other
matters voted on by stockholders shall be determined by a majority of the votes cast on the matter.
A stockholder may vote the stock the stockholder owns of record either in person or by proxy.
A stockholder may sign a writing authorizing another person to act as proxy. Signing may be
accomplished by the stockholder or the stockholders authorized agent signing the writing or
causing the stockholders signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy by transmitting,
or authorizing the transmission of, an authorization for the person to act as the proxy to the
person authorized to act as proxy or to any other person authorized to receive the proxy
authorization on behalf of the person authorized to act as the proxy, including a proxy
solicitation firm or proxy support service organization. The authorization may be transmitted by a
telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means. Unless
a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is
revocable by a stockholder at any time without condition or qualification unless the proxy states
that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable
for as long as it is coupled with an interest. The interest with which a proxy may be coupled
includes an interest in the stock to be voted under the proxy or another general interest in the
Corporation or its assets or liabilities.
Section 8. Conduct of Voting
The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more
persons as inspectors of election, to act at the meeting or any adjournment thereof and make a
written report thereof, in accordance with applicable law. At all meetings of stockholders, the
proxies and ballots shall be received, and all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be decided or determined
by the inspector of election. All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his or her proxy or the chairman of the meeting, a
written vote shall be taken. Every written vote shall be taken by ballot, each of which shall
state the name of the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. Every vote taken by ballot shall be counted by an
inspector or inspectors appointed by the chairman of the meeting. No candidate for election as a
director at a meeting shall serve as an inspector at such meeting.
Section 9. Control Share Acquisition Act
Notwithstanding any other provision of the Articles of the Corporation or these Bylaws, Title
3, Subtitle 7 of the MGCL (or any successor statute) shall not apply to any acquisition by any
person of shares of stock of the Corporation. This Section 9 may be repealed by a majority of the
Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control
Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such
repeal, may, to the extent provided by any successor bylaw, apply to any prior or
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subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any
successor provision).
ARTICLE II
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Section 1. General Powers, Number and Term of Office
The business and affairs of the Corporation shall be managed under the direction of the Board
of Directors. The number of directors of the Corporation shall, by virtue of the Corporations
election made hereby to be governed by Section 3-804(b) of the MGCL, be fixed from time to time
exclusively by vote of the Board of Directors; provided, however, that such number shall never be
less than the minimum number of directors required by the MGCL now or hereafter in force. The
Board of Directors shall annually elect a Chairman of the Board from among its members and shall
designate the Chairman of the Board or his designee to preside at its meetings.
The directors, other than those who may be elected by the holders of any series of preferred
stock, shall be divided into three classes, as nearly equal in number as reasonably possible, with
the term of office of the first class to expire at the first annual meeting of stockholders, the
term of office of the second class to expire at the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire at the annual meeting of
stockholders two years thereafter, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of stockholders, commencing
with the first annual meeting, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election or for such shorter period of time as the Board of Directors may
determine, with each director to hold office until his or her successor shall have been duly
elected and qualified.
Section 2. Vacancies and Newly Created Directorships
By virtue of the Corporations election made hereby to be subject to Section 3-804(c) of the
MGCL, any vacancies in the Board of Directors resulting from an increase in the size of the Board
of Directors or the death, resignation or removal of a director may be filled only by the
affirmative vote of two-thirds of the remaining directors in office, even if the remaining
directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office
for the remainder of the full term of the class of directors in which the vacancy occurred and
until a successor is elected and qualifies. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
Section 3. Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or places or by means
of remote communication, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A notice of each regular
meeting shall not be required. Any regular meeting of the Board of Directors may
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adjourn from time to time to reconvene at the same or some other place, and no notice need be
given of any such adjourned meeting other than by announcement.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by one-third (1/3) of the directors
then in office (rounded up to the nearest whole number), the Chairman of the Board, or by the
President, and shall be held at such place or by means of remote communication, on such date, and
at such time as they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each director who has not waived notice by mailing and
post-marking written notice not less than five days before the meeting, or by facsimile or other
electronic transmission of the same not less than 24 hours before the meeting. Any director may
waive notice of any special meeting, either before or after such meeting, by delivering a written
waiver or a waiver by electronic transmission that is filed with the records of the meeting.
Attendance of a director at a special meeting shall constitute a waiver of notice of such meeting,
except where the director attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted nor the purpose of any special meeting
of the Board of Directors need be specified in the notice of such meeting. Any special meeting of
the Board of Directors may adjourn from time to time to reconvene at the same or some other place,
and no notice need be given of any such adjourned meeting other than by announcement.
Section 5. Quorum
At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present
may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone
Members of the Board of Directors, or of any committee thereof, may participate in a meeting
of such Board or committee by means of a conference telephone or other communications equipment if
all persons participating in the meeting can hear each other at the same time. Such participation
shall constitute presence in person at such meeting.
Section 7. Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the Board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided in these Bylaws or the
Corporations Articles or required by law. Action may be taken by the Board of Directors without a
meeting if a unanimous consent which sets forth the action is given in writing or by electronic
transmission by each member of the Board of Directors and filed in paper or electronic form with
the minutes of proceedings of the Board of Directors.
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Section 8. Powers
All powers of the Corporation may be exercised by or under the authority of the Board of
Directors except as provided by the Corporations Articles. Consistent with the foregoing, the
Board of Directors shall have, among other powers, the unqualified power:
(i) | To declare dividends from time to time in accordance with law; | ||
(ii) | To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine; | ||
(iii) | To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith; | ||
(iv) | To remove any officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any officer upon any other person for the time being; | ||
(v) | To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents; | ||
(vi) | To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; | ||
(vii) | To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and | ||
(viii) | To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporations business and affairs. |
Section 9. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees
and other compensation for their services as directors, including, without limitation, their
services as members of committees of the Board of Directors.
Section 10. Resignation
Any director may resign at any time by giving written notice of such resignation to the
President or the Secretary at the principal office of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
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Section 11. Presumption of Assent
A director of the Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to such action unless
such director announces his dissent at the meeting and (a) such directors dissent is entered in
the minutes of the meeting, (b) such director files his written dissent to such action with the
secretary of the meeting before the adjournment thereof, or (c) such director forwards his written
dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt
requested, bearing a postmark from the United States Postal Service, to the secretary of the
meeting or the Secretary of the Corporation. Such right to dissent shall not apply to a director
who voted in favor of such action or failed to make his dissent known at the meeting.
Section 12. Director Qualifications
(a) No person 75 years or older shall be eligible for election, reelection, appointment or
reappointment to the Board of Directors. The term of office of a director of the Corporation shall
expire upon the date of the annual meeting of stockholders immediately following the date on which
the director becomes age 75. The age limitations provided in this Section 12(a) do not apply to
an emeritus or advisory director or any director of the Corporation who was an initial director of
Standard Bank, PaSB upon its conversion from mutual to stock form on June 1, 1998.
(b) No person shall be eligible for election or appointment to the Board of Directors: (i) if
such person has been the subject of supervisory action by a financial regulatory agency that
resulted in a cease and desist order or an agreement or other written statement subject to public
disclosure under 12 U.S.C. §1818(u), or any successor provision; (ii) if such person has been
convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment
for a term exceeding one year under state or federal law; or (iii) if such person is currently
charged in any information, indictment, or other complaint with the commission of or participation
in such a crime. At least two-thirds of the members of the Board of Directors must be residents
of Pennsylvania or reside within 100 miles of an office of the Corporation or a subsidiary of the
Corporation. No person may serve on the Board of Directors and at the same time be a director or
officer of another co-operative bank, credit union, savings bank, savings and loan association,
trust company, bank holding company or banking association (in each case whether chartered by a
state, the federal government or any other jurisdiction) that engages in business activities in the
same market area as the Corporation or any of its subsidiaries. No person shall be eligible for
election or appointment to the Board of Directors if such person is the nominee or representative
of a company, as that term is defined in 12 C.F.R. Section 348.2(n) as in effect on March 31, 2010,
of which any director, partner, trustee or stockholder controlling more than 10% of any class of
voting stock would not be eligible for election or appointment to the Board of Directors under this
Section 12. No person shall be eligible for election to the Board of Directors if such person is
the nominee or representative of a person or group, or of a group acting in concert (as defined in
12 C.F.R. Section 5.50(d)(2) as in effect on March 31, 2010), that includes a person who is
ineligible for election to the Board of Directors under this Section 12. The Board of Directors
shall have the power to construe and apply the provisions of this Section 12 and to make all
determinations necessary or desirable to implement such provisions, including but not limited to
determinations as to whether a person is a nominee or representative of a person, a company or a
group, whether a person or company is
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included in a group, and whether a person is the nominee or representative of a group acting
in concert.
Section 13. Attendance at Board Meetings
The Board of Directors shall have the right to remove any director from the board upon a
directors unexcused absence of three consecutive regularly scheduled meetings of the Board of
Directors.
ARTICLE III
COMMITTEES
COMMITTEES
Section 1. Committees of the Board of Directors
(a) General Provisions. The Board of Directors may appoint from among its members an Audit
Committee, a Compensation Committee, a Governance/Nominating Committee, and such other committees
as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any
committee so appointed any of the powers and authorities of the Board of Directors to the fullest
extent permitted by the MGCL and any other applicable law.
(b) Composition. Each committee shall be composed of one or more directors or any other
number of members specified in these Bylaws. The Chairman of the Board may recommend committees,
committee memberships, and committee chairmanships to the Board of Directors. The Board of
Directors shall have the power at any time to appoint the chairman and the members of any
committee, change the membership of any committee, to fill all vacancies on committees, to
designate alternate members to replace or act in the place of any absent or disqualified member of
a committee, or to dissolve any committee.
(c) Issuance of Stock. If the Board of Directors has given general authorization for the
issuance of stock providing for or establishing a method or procedure for determining the maximum
number of shares to be issued, a committee of the Board of Directors, in accordance with that
general authorization or any stock option or other plan or program adopted by the Board of
Directors, may authorize or fix the terms of stock subject to classification or reclassification
and the terms on which any stock may be issued, including all terms and conditions required or
permitted to be established or authorized by the Board of Directors. Any committee so designated
may exercise the power and authority of the Board of Directors if the resolution that designated
the committee or a supplemental resolution of the Board of Directors shall so provide.
Section 2. Conduct of Business
Each committee may determine the procedural rules for meeting and conducting its business and
shall act in accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; one-third of the members
shall constitute a quorum unless the committee shall consist of one or two members, in which event
one member shall constitute a quorum; and all matters shall be determined by a majority vote of the
members present. Action may be taken by any committee
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without a meeting if a unanimous consent which sets forth the action is given in writing or by
electronic transmission by each member of the committee and filed in paper or electronic form with
the minutes of the proceedings of such committee. The members of any committee may conduct any
meeting thereof by conference telephone or other communications equipment in accordance with the
provisions of Section 6 of Article II.
ARTICLE IV
OFFICERS
OFFICERS
Section 1. Generally
(a) The Board of Directors as soon as may be practicable after the annual meeting of
stockholders shall choose a Chairman of the Board, Chief Executive Officer, President, one or more
Vice Presidents, a Secretary and a Chief Financial Officer/Treasurer and from time to time may
choose such other officers as it may deem proper. Any number of offices may be held by the same
person, except that no person may concurrently serve as both President and Vice President of the
Corporation.
(b) The term of office of all officers shall be until the next annual election of officers and
until their respective successors are chosen, but any officer may be removed from office at any
time by the affirmative vote of a majority of the Whole Board.
(c) All officers chosen by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific provisions of this Article
IV. Such officers shall also have such powers and duties as from time to time may be conferred by
the Board of Directors or by any committee thereof.
Section 2. Chairman of the Board of Directors
The Chairman of the Board of Directors of the Corporation shall perform all duties and have
all powers which are commonly incident to the office of Chairman of the Board or which are
delegated to him or her by the Board of Directors. He or she shall have power to sign all stock
certificates, contracts and other instruments of the Corporation that are authorized.
Section 3. Chief Executive Officer
The Chief Executive Officer, subject to the control of the Board of Directors, shall serve in
general executive capacity and have general power over the management and oversight of the
administration and operation of the Corporations business and general supervisory power and
authority over its policies and affairs. The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried into effect.
Section 4. President
The President shall perform the duties of the Chief Executive Officer in the Chief Executive
Officers absence or during his or her disability to act. In addition, the President shall perform
the duties and exercise the powers usually incident to their respective office and/or such
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other duties and powers as may be properly assigned to the President from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
Section 5. Vice President
The Vice President or Vice Presidents (including Executive Vice Presidents or other levels of
Vice President designated by the Board of Directors), if any, shall perform the duties of the Chief
Executive Officer in the absence of both the Chief Executive Officer and the President, or during
their disability to act. In addition, the Vice Presidents shall perform the duties and exercise
the powers usually incident to their respective office and/or such other duties and powers as may
be properly assigned to the Vice Presidents from time to time by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer.
Section 6. Secretary
The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep the
minutes of meetings, shall have charge of the seal and the corporate books, shall perform such
other duties and exercise such other powers as are usually incident to such offices and/or such
other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer.
Section 7. Chief Financial Officer/Treasurer
The Chief Financial Officer/Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation that has a
treasurer or financial officer appointed by the Board of Directors, and shall keep regular books of
account. The funds of the Corporation shall be deposited in the name of the Corporation by the
Chief Financial Officer/Treasurer with such banks or trust companies or other entities as the Board
of Directors from time to time shall designate. The Chief Financial Officer/Treasurer shall sign
or countersign such instruments as require his or her signature, shall perform all such duties and
have all such powers as are usually incident to such office and/or such other duties and powers as
are properly assigned to him or her by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer, and may be required to give bond for the faithful performance of his or
her duties in such sum and with such surety as may be required by the Board of Directors.
Section 8. Other Officers
The Board of Directors may designate and fill such other offices in its discretion and the
persons holding such other offices shall have such powers and shall perform such duties as the
Board of Directors or Chief Executive Officer may from time to time assign.
Section 9. Action with Respect to Securities of Other Corporations
Stock of other corporations or associations, registered in the name of the Corporation, may be
voted by the Chief Executive Officer, the President, a Vice-President, or a proxy appointed by
either of them. The Board of Directors, however, may by resolution appoint some
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other person to vote such shares, in which case such person shall be entitled to vote such
shares upon the production of a certified copy of such resolution.
ARTICLE V
STOCK
STOCK
Section 1. Certificates of Stock
The Board of Directors may determine to issue certificated or uncertificated shares of capital
stock and other securities of the Corporation. For certificated stock, each stockholder is
entitled to certificates which represent and certify the shares of stock he or she holds in the
Corporation. Each stock certificate shall include on its face the name of the Corporation, the
name of the stockholder or other person to whom it is issued, and the class of stock and number of
shares it represents. It shall also include on its face or back (a) a statement of any
restrictions on transferability and a statement of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the Corporation is authorized
to issue, of the differences in the relative rights and preferences between the shares of each
series of preferred stock which the Corporation is authorized to issue, to the extent they have
been set, and of the authority of the Board of Directors to set the relative rights and preferences
of subsequent series of preferred stock or (b) a statement which provides in substance that the
Corporation will furnish a full statement of such information to any stockholder on request and
without charge. Such request may be made to the Secretary or to the Corporations transfer agent.
Upon the issuance of uncertificated shares of capital stock, the Corporation shall send the
stockholder a written statement of the same information required above with respect to stock
certificates. Each stock certificate shall be in such form, not inconsistent with law or with the
Corporations Articles, as shall be approved by the Board of Directors or any officer or officers
designated for such purpose by resolution of the Board of Directors. Each stock certificate shall
be signed by the Chairman of the Board, the President, or a Vice-President, and countersigned by
the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer. Each certificate
may be sealed with the actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures. A certificate is valid and may be issued
whether or not an officer who signed it is still an officer when it is issued. A certificate may
not be issued until the stock represented by it is fully paid.
Section 2. Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the Corporation kept at an
office of the Corporation or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of
these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.
Section 3. Record Dates or Closing of Transfer Books
The Board of Directors may, and shall have the power to, set a record date or direct that the
stock transfer books be closed for a stated period for the purpose of making any proper
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determination with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The
record date may not be prior to the close of business on the day the record date is fixed nor,
subject to Section 3 of Article I of these Bylaws, more than 90 days before the date on which the
action requiring the determination will be taken; the transfer books may not be closed for a period
longer than 20 days; and, in the case of a meeting of stockholders, the record date or the closing
of the transfer books shall be at least ten days before the date of the meeting. Any shares of the
Corporations own stock acquired by the Corporation between the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the
meeting may be voted at the meeting by the holder of record as of the record date and shall be
counted in determining the total number of outstanding shares entitled to be voted at the meeting.
Section 4. Lost, Stolen or Destroyed Certificates
The Board of Directors of the Corporation may determine the conditions for issuing a new stock
certificate in place of one which is alleged to have been lost, stolen, or destroyed, or the Board
of Directors may delegate such power to any officer or officers of the Corporation. In their
discretion, the Board of Directors or such officer or officers may require the owner of the
certificate to give a bond, with sufficient surety, to indemnify the Corporation against any loss
or claim arising as a result of the issuance of a new certificate. In their discretion, the Board
of Directors or such officer or officers may refuse to issue such new certificate without the order
of a court having jurisdiction over the matter.
Section 5. Stock Ledger
The Corporation shall maintain a stock ledger which contains the name and address of each
stockholder and the number of shares of stock of each class which the stockholder holds. The stock
ledger may be in written form or in any other form which can be converted within a reasonable time
into written form for visual inspection. The original or a duplicate of the stock ledger shall be
kept at the offices of a transfer agent for the particular class of stock or, if none, at the
principal executive office of the Corporation.
Section 6. Regulations
The issue, transfer, conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.
ARTICLE VI
MISCELLANEOUS
MISCELLANEOUS
Section 1. Facsimile Signatures
In addition to the provisions for use of facsimile signatures elsewhere specifically
authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee thereof.
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Section 2. Corporate Seal
The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which
shall be in the charge of the Secretary. The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any law, rule, or
regulation relating to a corporate seal to place the word (seal) adjacent to the signature of the
person authorized to sign the document on behalf of the Corporation.
Section 3. Books and Records
The Corporation shall keep correct and complete books and records of its accounts and
transactions and minutes of the proceedings of its stockholders and Board of Directors and of any
committee when exercising any of the powers of the Board of Directors. The books and records of
the Corporation may be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. Minutes shall be recorded in written form
but may be maintained in the form of a reproduction. The original or a certified copy of these
Bylaws shall be kept at the principal office of the Corporation.
Section 4. Reliance upon Books, Reports and Records
Each director, each member of any committee designated by the Board of Directors, and each
officer and agent of the Corporation shall, in the performance of his or her duties, in addition to
any protections conferred upon him or her by law, be fully protected in relying in good faith upon
the books of account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to matters which such
director, committee member, officer or agent reasonably believes are within such other persons
professional or expert competence and who has been selected with reasonable care by or on behalf of
the Corporation.
Section 5. Fiscal Year
The fiscal year of the Corporation shall commence on the first day of October and end on the
last day of September in each year.
Section 6. Time Periods
In applying any provision of these Bylaws that requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded and the day of the event shall be included.
Section 7. Checks, Drafts, Etc.
All checks, drafts and orders for the payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, shall be signed by any officer, employee or
agent of the Corporation that is authorized by the Board of Directors.
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Section 8. Mail
Any notice or other document that is required by these Bylaws to be mailed shall be deposited
in the United States mail, postage prepaid.
Section 9. Contracts and Agreements
To the extent permitted by applicable law, and except as otherwise prescribed by the Articles
or these Bylaws, the Board of Directors may authorize any officer, employee or agent of the
Corporation to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation. Such authority may be general or confined to specific instances. A
person who holds more than one office in the Corporation may not act in more than one capacity to
execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or
verified by more than one officer.
ARTICLE VII
AMENDMENTS
AMENDMENTS
These Bylaws may be adopted, amended or repealed as provided in the Articles of the
Corporation.
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