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Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
MILLIPORE CORPORATION
ADOPTED JULY 14, 2010
ARTICLE I
ARTICLES OF ORGANIZATION
Section 1.1 The name and purposes of the corporation shall be as set forth in the Articles of Organization. These By-Laws, the powers of the corporation and of its board of directors and shareholders, or of any class of shareholders if the corporation has more than one class of shares, and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as in effect from time to time.
ARTICLE II
OFFICES
Section 2.1 The principal office shall be located in Billerica, Massachusetts or such other location within the Commonwealth of Massachusetts as the board of directors may from time to time determine.
Section 2.2 The corporation may also have offices at such other places both within and without the Commonwealth of Massachusetts as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE III
ANNUAL MEETINGS OF SHAREHOLDERS
Section 3.1 The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before the meeting may be held at the principal office of the corporation in the Commonwealth of Massachusetts or at such places within or without the Commonwealth of Massachusetts as may be fixed from time to time by the board of directors.
Section 3.2 The annual meeting of shareholders of the corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as shall be determined by the board of directors each year, which date and time may subsequently be changed at any time, including the year any such determination occurs.
Section 3.3 Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote thereat not less than seven nor more than sixty days before the date of the meeting. The notice shall also set forth the purpose or purposes for which the meeting is called.
ARTICLE IV
SPECIAL MEETINGS OF SHAREHOLDERS
Section 4.1 Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the Commonwealth of Massachusetts as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 4.2 Special meetings of shareholders may be called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law.
Section 4.3 Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote thereat, not less than seven nor more than sixty days before the date fixed for the meeting.
ARTICLE V
QUORUM AND VOTING OF STOCK
Section 5.1 Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided by law, or in the Articles of Organization, these by-laws or a resolution of the board of directors, a majority or the votes entitled to be cast on the matter by a voting group constitutes a quorum of that voting group for action on that matter. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
Section 5.2 If a quorum is present, favorable action on a matter, other than the election of directors, is taken by a voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless the law, the Articles of Organization, these by-laws or a resolution of the board of directors requires a greater number of affirmative votes. If a quorum is present at any meeting of shareholders, a nominee for director shall be elected to the board of directors by a plurality of the votes cast within a voting group entitled to elect such director.
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Section 5.3 Each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter voted on at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing or as otherwise created in accordance with law, by the shareholder or by his or her duly authorized attorney-in-fact.
Section 5.4 Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if action is taken either: (a) by all shareholders entitled to vote on the action; or (b) to the extent permitted by the Articles of Organization, by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting. The action shall be evidenced by one or more written consents that describe the action taken, are signed by shareholders having the requisite votes, bear the date of the signatures of such shareholders, and are delivered to the corporation for inclusion with the records of meetings within sixty days of the earliest dated consent delivered to the corporation as required by law.
ARTICLE VI
DIRECTORS
Section 6.1 The number of directors shall be fixed at any time or from time to time only by the affirmative vote of a majority of the directors then in office, but shall be not less than three, except that whenever there shall be only two shareholders the number of directors shall be not less than two and whenever there shall be only one shareholder there shall be at least one director; no decrease in the number of directors shall shorten the term of any incumbent director. Directors need not be residents of the Commonwealth of Massachusetts nor shareholders of the corporation.
Section 6.2 Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, at each annual meeting of shareholders directors shall be elected for a one-year term expiring at the next annual meeting of shareholders following their election. Each director shall hold office for the term for which he or she was elected and until such director’s successor is duly elected and qualified, or until such director sooner dies, resigns, is removed or becomes disqualified. From and after the date of the adoption of these Amended and Restated By-laws, the board of directors of the corporation has elected that the Corporation be exempt from the provisions of Section 8.06(b) of Chapter 156D of the Massachusetts General Laws.
Section 6.3 Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by the shareholders, by the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or, unless the Articles of Organization or these by-laws otherwise provide, the directors elected by that voting group are entitled to vote to fill the vacancy.
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Section 6.4 The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the Articles of Organization or by these by-laws directed or required to be exercised or done by the shareholders.
Section 6.5 The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 7.1 Meetings of the board of directors, regular or special, may be held either within or without the Commonwealth of Massachusetts.
Section 7.2 The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting 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, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.
Section 7.3 Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.
Section 7.4 Special meetings of the board of directors may be called by the president on one day's notice to each director, either personally or by mail or as otherwise set forth in these by-laws; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.
Section 7.5 Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 7.6 A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the Articles of Organization or by these by-laws, but a smaller number may (a) make a determination pursuant to Section 8.53 or Section 8.55 of Chapter 156D of the Massachusetts General Laws that indemnification or advance of expenses is permissible in a specific proceeding, and (b) fill a vacancy on the board of directors by affirmative vote of a majority of all the directors remaining in office pursuant to Section 8.10 of Chapter 156D of the Massachusetts General Laws. 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, unless the act of a greater number is required by law or by the Articles of Organization or by these by-laws. If a quorum shall not be present at any meeting 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.
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Section 7.7 Unless the Articles of Organization or these by-laws provide that action required or permitted by law to be taken by the directors may be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by one or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission as prescribed by law.
Section 7.8 Unless the Articles of Organization or these by-laws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by these means is considered to be present in person at the meeting.
ARTICLE VIII
COMMITTEES OF DIRECTORS
Section 8.1 Unless the Articles of Organization provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. The creation of a committee and appointment of its members shall be approved by the greater of (a) a majority of all the directors in office when the action is taken or (b) the number of directors required by the articles of incorporation or these by-laws to take action. Each committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation except as otherwise restricted by law. Vacancies in the membership of a committee shall be filled by the board of directors at a regular or special meeting of the board of directors. A committee shall keep regular minutes of its proceedings and report the same to the board when required.
ARTICLE IX
NOTICES
Section 9.1 Whenever, under the provisions of law or of the Articles of Organization or of these by-laws, notice is required to be given to any director or shareholder, it shall be construed to mean written notice unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. Notice may be communicated in person, by telephone, voice mail, telegraph, teletype, or other electronic means, by mail, by electronic transmission, or by messenger or delivery service. If these forms of personal notice are impractical, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
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Written notice, other than by electronic transmission, by the corporation to any of its shareholders, if in a comprehensible form, is effective upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. Except as otherwise provided in the preceding sentence, such notice is effective at the earliest of the following: (a) when received; (b) five days after its deposit in the United States mail, if mailed postpaid and correctly addressed; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or if sent by messenger or delivery service, on the date shown on the return receipt signed by or on behalf of the addressee; or (d) on the date of publication if notice by publication is permitted.
Written notice by electronic transmission by a corporation to any of its shareholders, if in a comprehensible form, is effective: (a) if by facsimile telecommunication, when directed to a number furnished by the shareholder for the purpose; (b) if by electronic mail, when directed to an electronic mail address furnished by the shareholder for the purpose; (c) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting, directed to an electronic mail address furnished by the shareholder for the purpose, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the shareholder in such manner as the shareholder shall have specified to the corporation. An affidavit of the secretary or assistant secretary of the corporation, the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section 9.2 Whenever any notice whatever is required to be given by law or by the Articles of Organization or by these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X
OFFICERS
Section 10.1 The officers of the Corporation shall be chosen by the board of directors, and shall be a president, a treasurer and a secretary and such other officers as the board of directors may from time to time determine. The board of directors may also choose one or more vice-presidents and one or more assistant treasurers and assistant secretaries. Officers need not be members of the board nor shareholders of the corporation. The same individual may simultaneously hold more than one office in the corporation.
Section 10.2 The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a treasurer and a secretary for the ensuing year.
Section 10.3 The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.
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Section 10.4 The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 10.5 The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
Section 10.6 The president shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 10.7 The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
Section 10.8 The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
Section 10.9 The secretary shall attend all meetings of the board of directors and all meetings of the shareholders 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 standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall have custody of the record books and of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the seal to any instrument requiring it and when so affixed, it may be attested by his or her 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 or her signature.
Section 10.10 The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform such other duties and have such other powers as the board of directors may from time to time prescribe.
Section 10.11 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.
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Section 10.12 The treasurer 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 president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.
Section 10.13 If required by the board of directors, the treasurer shall give the corporation a bond 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 or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.
Section 10.14 The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, 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 may from time to time prescribe.
Section 10.15 In addition to the foregoing authority, except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation may be signed by the chairman of the board, if any, the president, a vice president, the treasurer, or their designees.
ARTICLE XI
CERTIFICATES FOR SHARES
Section 11.1 Shares of the corporation may but need not be represented by certificates. Each certificate shall be signed by the chairman of the board of directors, the president or a vice-president and the treasurer or an assistant treasurer of the corporation, and shall be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue different classes of shares or different series within a class, the variations in rights, preferences and limitations applicable to each class and series, and the authority of the board of directors to determine variations for any future class or series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by Sections 6.25 (b) and (c), and, if applicable, Section 6.27 of the Massachusetts Business Corporation Act.
Section 11.2 The signatures of the officers upon a certificate may be facsimiles. If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.
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Section 11.3 The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.
Section 11.4 Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
Section 11.5 The board of directors may fix in advance a record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. The record date may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
The board of directors may also fix in advance a record date for shareholders entitled to receive a distribution or for any other purposes authorized by law.
Section 11.6 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 it shall have express or other notice thereof, except as otherwise provided by the laws of Massachusetts.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 12.1 This corporation shall, to the maximum extent permitted from time to time under the law of the Commonwealth of Massachusetts, indemnify and upon request advance expenses to any person (including such person’s heirs, executors and administrators) who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal, by reason of the fact that such person is or was or has agreed to be a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust, employee benefit plan or other entity, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or shareholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this Section 9 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
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ARTICLE XIII
GENERAL PROVISIONS; DIVIDENDS
Section 13.1 Subject to the provisions of the Articles of Organization relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Organization.
Section 13.2 Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
Section 13.3 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
Section 13.4 The fiscal year of the corporation shall be fixed by resolution of the board of directors.
Section 13.5 The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Massachusetts”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE XIV
MASSACHUSETTS CONTROL SHARE ACQUISITIONS ACT
Until otherwise provided by amendment to the Articles of Organization, by amendment of these By-Laws or by other appropriate corporate action, the provisions of Chapter 110D of the Massachusetts General Laws (the so-called “Control Share Acquisitions Act”) shall not be applicable to acquisitions of shares of stock of the corporation.
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ARTICLE XV
AMENDMENTS
Section 15.1 These by-laws may be altered, amended or repealed or new by-laws may be adopted (a) by the shareholders at any regular or special meeting of the shareholders or (b) if authorized by the Articles of Organization, the board of directors at any regular or special meeting of the board, except with respect to any provision which by law, the Articles of Organization or these by-laws requires action by the shareholders, and provided further that any action taken by the board of directors with respect to the by-laws may be amended or repealed by the shareholders.
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