Attached files
file | filename |
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S-1 - AEROFLEX INC | v198376_s1.htm |
EX-5.1 - AEROFLEX INC | v198376_ex5-1.htm |
EX-3.40 - AEROFLEX INC | v198376_ex3-40.htm |
EX-3.45 - AEROFLEX INC | v198376_ex3-45.htm |
EX-3.44 - AEROFLEX INC | v198376_ex3-44.htm |
EX-3.35 - AEROFLEX INC | v198376_ex3-35.htm |
EX-3.43 - AEROFLEX INC | v198376_ex3-43.htm |
EX-23.2 - AEROFLEX INC | v198376_ex23-2.htm |
EX-21.1 - AEROFLEX INC | v198376_ex21-1.htm |
EX-3.42 - AEROFLEX INC | v198376_ex3-42.htm |
EX-12.1 - AEROFLEX INC | v198376_ex12-1.htm |
BYLAWS
OF
AEROFLEX ACQUISITION ONE,
INC.
(a
Delaware corporation)
ARTICLE
I
STOCKHOLDERS
SECTION 1. CERTIFICATES REPRESENTING
STOCK. Certificates representing stock in the corporation
shall be signed by, or in the name of, the corporation by the Chairperson or
Vice-Chairperson of the Board of Directors, if any, or by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class of stock, and whenever the corporation shall issue any shares of its stock
as partly paid stock, the certificates representing shares of any such class or
series or of any such partly paid stock shall set forth thereon the statements
prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such
shares.
The corporation may issue a new
certificate of stock or uncertificated shares in place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Board of Directors may require the owner of the lost, stolen, or destroyed
certificate, or such owner's legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate or uncertificated
shares.
SECTION 2. UNCERTIFICATED
SHARES. Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
SECTION 3. FRACTIONAL SHARE
INTERESTS. The corporation may, but shall not be required to,
issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be
issued subject to the conditions that they shall become void if not exchanged
for certificates representing the full shares or uncertificated full shares
before a specified date, or subject to the conditions that the shares for which
scrip or warrants are exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the Board of Directors may impose.
SECTION 4. STOCK
TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
SECTION 5. RECORD DATE FOR
STOCKHOLDERS. 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, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. 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. In order that the corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by the General Corporation Law, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by the General
Corporation Law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts the resolution
taking such prior action. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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 a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
3
SECTION 6. MEANING OF CERTAIN
TERMS. As used herein in respect of the right to notice of a
meeting of stockholders or a waiver thereof or to participate or vote thereat or
to consent or dissent in writing in lieu of a meeting, as the case may be, the
term "share" or "shares" or "share of stock" or "shares of stock" or
"stockholder" or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the certificate of incorporation confers such
rights where there are two or more classes or series of shares of stock or upon
which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
SECTION 7. STOCKHOLDER
MEETINGS.
(a) ANNUAL
MEETINGS. The annual meeting shall be held at such time, date
and place as the Board of Directors may determine by resolution. A
special meeting of the stockholders shall be held on the date and at the time
fixed by the directors.
4
(b) PLACE. Annual
meetings and special meetings may be held at such place, either within or
without the State of Delaware, as the directors may, from time to time, fix.
Whenever the directors shall fail to fix such place, the meeting shall be held
at the registered office of the corporation in the State of
Delaware. The Board of Directors may also, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Section 211(a)(2)
of the Delaware General Corporation Law. If a meeting by remote communication is
authorized by the board of directors in its sole discretion, and subject to
guidelines and procedures as the board of directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication participate in a meeting of stockholders and be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (a) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (b) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(c) if any stockholder or proxyholder votes or takes other action at the meeting
by means of remote communication, a record of such vote or other action shall be
maintained by the corporation.
(c) CALL. Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.
(d) NOTICE OR WAIVER OF
NOTICE. Written notice of all meetings shall be given, which
shall state the place, if any, date, and hour of the meeting, the means of
remote communication, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting is
called. The notice of an annual meeting shall state that the meeting
is called for the election of directors and for the transaction of other
business which may properly come before the meeting, and shall (if any other
action which could be taken at a special meeting is to be taken at such annual
meeting) state the purpose or purposes. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law. Except as
otherwise provided by the General Corporation Law, the written notice of any
meeting shall be given not less than ten days nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at such stockholder’s
address as it appears on the records of the corporation. If a meeting
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time, place, if any, thereof, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting
the corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. Whenever notice is required to be
given under the Delaware General Corporation Law, certificate of incorporation
or bylaws, a written waiver signed by the person entitled to notice, or a waiver
by electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a stockholder at a meeting of stockholders shall constitute a waiver of
notice of such meeting, except when the stockholder 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 at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by
the certificate of incorporation or these bylaws.
5
(e) STOCKHOLDER
LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting
or during ordinary business hours at the principal place of business of the
corporation. In the event that the corporation determines to make the
list available on an electronic network, the corporation may take reasonable
steps to ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list
shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is
present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of the corporation, or to
vote in person or by proxy at any meeting of stockholders.
(f) CONDUCT OF
MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the President, the Secretary, a Vice-President, or, if none of the
foregoing is in office and present and acting, by a chairperson to be chosen by
the Board of Directors. The Secretary of the corporation, or in such
Secretary's absence, an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present, the
chairperson of the meeting shall appoint a secretary of the
meeting.
6
(g) PROXY
REPRESENTATION. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after 3
years from its date, unless the proxy provides for a longer period. A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy. Execution may be accomplished by the
stockholder or such stockholder’s authorized officer, director, employee or
agent signing such writing or causing such person’s signature to be affixed to
such writing by any reasonable means including, but not limited to, by facsimile
signature. A stockholder may also authorize another person or persons
to act for such stockholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined
that such telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making the
determination shall specify the information upon which they
relied. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to Section 212(c)
of the Delaware General Corporation Law may be substituted or used in lieu of
the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and, if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the corporation generally.
(h) INSPECTORS. The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment
thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge
of duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of such inspector's ability. The inspectors, if any, shall
determine the number of shares of stock outstanding and the voting power of
each, the shares of stock represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question, or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by
subsection (e) of Section 231 of the General Corporation Law, the provisions of
that Section shall not apply to the corporation.
7
(i) QUORUM. The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite
the absence of a quorum.
(j) VOTING. Each
share of stock shall entitle the holder thereof to one
vote. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions of the
certificate of incorporation and these Bylaws. In the election of
directors, and for any other action, voting need not be by ballot.
SECTION 8. STOCKHOLDER ACTION WITHOUT
MEETINGS. Except as any provision of the General Corporation
Law may otherwise require, any action required by the General Corporation Law to
be taken at any annual or special meeting of stockholders, 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 thereon were present and voted. A telegram, cablegram or other
electronic transmission consenting to an action to be taken and transmitted by a
stockholder or proxyholder, or by a person or persons authorized to act for a
stockholder or proxyholder, shall be deemed to be written, signed and dated for
the purposes of this section, provided that any such telegram, cablegram or
other electronic transmission sets forth or is delivered with information from
which the corporation can determine that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder and the
date on which such stockholder or proxyholder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The
date on which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed. No
consent given by telegram, cablegram or other electronic transmission shall be
deemed to have been delivered until such consent is reproduced in paper form and
until such paper shall be delivered to the corporation by delivery to its
principal place of business or an officer or agent of the corporation having
custody of the book in which the proceedings of meetings of stockholders are
recorded, to the extent and in the manner provided by resolution of the board of
directors of the corporation. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing. 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. Action taken pursuant to this paragraph shall be subject to
the provisions of Section 228 of the General Corporation Law.
8
ARTICLE
II
DIRECTORS
SECTION 1. FUNCTIONS AND
DEFINITION. The business and affairs of the corporation shall
be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix
the compensation of the members thereof. The use of the phrase "whole
board" herein refers to the total number of directors which the corporation
would have if there were no vacancies.
SECTION 2. QUALIFICATIONS AND
NUMBER. A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware. The initial
Board of Directors shall consist of five (5) persons. Thereafter the
number of directors constituting the whole board shall be at least
one. Subject to the foregoing limitation and except for the first
Board of Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be three (3). The number of directors may be increased or
decreased by action of the stockholders or of the directors.
SECTION 3. ELECTION AND
TERM. The first Board of Directors, unless the members thereof
shall have been named in the certificate of incorporation, shall be elected by
the incorporator or incorporators and shall hold office until the first annual
meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any director may resign
at any time upon notice given in writing or by electronic transmission to the
corporation. Thereafter, directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Except as
the General Corporation Law may otherwise require, in the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including unfilled vacancies resulting
from the removal of directors for cause or without cause, may be filled by the
vote of a majority of the remaining directors then in office, although less than
a quorum, or by the sole remaining director.
SECTION
4. MEETINGS.
(a) TIME. Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.
(b) PLACE. Meetings
shall be held at such place within or without the State of Delaware as shall be
fixed by the Board.
9
(c) CALL. No
call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the
Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any, of
the President, or of a majority of the directors in office.
(d) NOTICE OR ACTUAL OR
CONSTRUCTIVE WAIVER. No notice shall be required for regular
meetings for which the time and place have been fixed. Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Whenever notice is required to be given under the Delaware General
Corporation Law, certificate of incorporation or bylaws, a written waiver signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of any such person at a meeting
shall constitute a waiver of notice of such meeting, except when such person
attends a 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 at, nor the
purpose of, any regular or special meeting of the directors need be specified in
any written waiver of notice.
(e) QUORUM AND
ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place. Except
as herein otherwise provided, and except as otherwise provided by the General
Corporation Law, the vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these Bylaws which govern
a meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.
Any member or members of the Board of
Directors or of any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
(f) CHAIRPERSON OF THE
MEETING. The Chairperson of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.
SECTION 5. REMOVAL OF
DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
10
SECTION 6. COMMITTEES. The
Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
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. Any such committee, to the extent provided in the resolution
of the Board, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation with the exception of any power or authority the delegation of which
is prohibited by Section 141 of the General Corporation Law, and may authorize
the seal of the corporation to be affixed to all papers which may require
it.
SECTION 7. WRITTEN ACTION. Any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in writing or
electronic transmission, and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.
ARTICLE
III
OFFICERS
The officers of the corporation shall
consist of a President, a Secretary, one or more Vice Presidents, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the
resolution of the Board of Directors choosing such officer, no officer need be a
director of the corporation. Any number of offices may be held by the
same person, as the directors may determine.
Unless otherwise provided in the
resolution choosing such officer, each officer shall be chosen for a term which
shall continue until the meeting of the Board of Directors following the next
annual meeting of stockholders and until such officer's successor shall have
been chosen and qualified.
All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in the resolutions of the Board of
Directors designating and choosing such officers and prescribing their authority
and duties, and shall have such additional authority and duties as are incident
to their office except to the extent that such resolutions may be inconsistent
therewith. The Secretary or an Assistant Secretary of the corporation
shall record all of the proceedings of all meetings and actions in writing of
stockholders, directors, and committees of directors, and shall exercise such
additional authority and perform such additional duties as the Board shall
assign to such Secretary or Assistant Secretary. Any officer may be
removed, with or without cause, by the Board of Directors. Any
vacancy in any office may be filled by the Board of Directors.
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ARTICLE
IV
CORPORATE
SEAL
The corporate seal shall be in such
form as the Board of Directors shall prescribe.
ARTICLE
V
FISCAL
YEAR
The fiscal year of the corporation
shall be fixed, and shall be subject to change, by the Board of
Directors.
ARTICLE
VI
CONTROL OVER
BYLAWS
Subject to the provisions of the
certificate of incorporation and the provisions of the General Corporation Law,
the Board of Directors is expressly authorized to amend, alter, or repeal these
Bylaws and to adopt new Bylaws by a majority vote at any regular or special
meeting of the Board of Directors or by unanimous written consent in lieu of a
meeting.
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