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8-K - TECHTEAM GLOBAL INC | v205286_8-k.htm |
EX-3.1 - TECHTEAM GLOBAL INC | v205286_ex3-1.htm |
EX-99.1 - TECHTEAM GLOBAL INC | v205286_ex99-1.htm |
EXHIBIT
3.2
BYLAWS
OF
TECHTEAM
GLOBAL, INC.
BYLAWS
OF
TECHTEAM
GLOBAL, INC.
ARTICLE
I
STOCKHOLDERS
1.1 Place of
Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors, the President or the Chief Executive
Officer.
1.2 Annual
Meeting. The annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors at the time and place to be fixed by the Board of Directors and stated
in the notice of the meeting.
1.3 Special
Meetings. Special meetings of stockholders may be called at
any time by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, the Secretary, the holders of record of
not less than 25% of all shares entitled to cast votes at the meeting, or the
holders of record of not less than 25% of the outstanding shares of any series
of the corporation’s preferred stock, for any purpose or purposes prescribed in
the notice of the meeting and shall be held at such place, on such date and at
such time as the Board may fix. Business transacted at any special
meeting of stockholders shall be confined to the purpose or purposes stated in
the notice of meeting.
1.4 Notice of
Meetings. Written notice of each meeting of stockholders,
whether annual or special, shall be given not less than 10 nor more than 60 days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or as required by
law (meaning here and hereafter, as required from time to time by the Delaware
General Corporation Law) or the Certificate of Incorporation. The
notices of all meetings shall state the place, date and hour of the
meeting. The notice of a special meeting shall state, in addition,
the purpose or purposes for which the meeting is called. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
corporation.
1.5 Voting
List. The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before each 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, during ordinary business hours, for a period of at least 10 days prior
to the meeting, at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time of the meeting, and may be inspected by any stockholder who is
present. This list shall determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by each of
them.
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1.6 Quorum. Except
as otherwise provided by law or these Bylaws, the holders of a majority of the
shares of the capital stock of the corporation entitled to vote at the meeting,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business. 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 entitled to vote who are present, in person or by proxy, may adjourn
the meeting to another place, date or time.
If a
notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such
meeting.
1.7 Adjournments. Any
meeting of stockholders may be adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these Bylaws by the
Chairman of the meeting or, in the absence of such person, by any officer
entitled to preside at or to act as Secretary of such meeting, or by the holders
of a majority of the shares of stock present or represented at the meeting and
entitled to vote, although less than a quorum. When a meeting is
adjourned to another place, date or time, written notice need not be given of
the adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than 30 days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting shall be given in conformity herewith. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting.
1.8 Voting and
Proxies. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law or in
the Certificate of Incorporation. Each stockholder of record entitled
to vote at a meeting of stockholders may vote in person or may authorize any
other person or persons to vote or act for him by written proxy executed by the
stockholder or his authorized agent or by a transmission permitted by law and
delivered to the Secretary of the corporation. No stockholder may
authorize more than one proxy for his shares. Any copy, facsimile
transmission or other reliable reproduction of the writing or transmission
created pursuant to this Section 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
transmission or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
1.9 Action at
Meeting. When a quorum is present at any meeting, any election
of directors shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election, and all other matters shall be
determined by a majority of the votes cast affirmatively or negatively on the
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, a majority of each such
class present or represented and voting affirmatively or negatively on the
matter) shall decide such matter, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these
Bylaws.
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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, a stock vote
shall be taken. Every stock 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. The
corporation may, and to the extent required by law, shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the meeting
and make a written report thereof. The corporation may designate one
or more persons as an alternate inspector to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent
required by law, shall, appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath to faithfully execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
1.10 Stockholder Action Without
Meeting. Any action which may be taken at any annual or
special meeting of stockholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the actions so taken, is signed
by the holders of outstanding shares having not less than the minimum number of
votes which would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. All
such consents shall be filed with the Secretary of the corporation and shall be
maintained in the corporate records. Prompt notice of the taking of a
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
An
electronic transmission consenting to an action to be taken and transmitted by a
stockholder, or by a proxy holder or other person authorized to act for a
stockholder, shall be deemed to be written, signed and dated for the purpose of
this Section 1.10, provided that such electronic transmission sets forth or is
delivered with information from which the corporation can determine (i) that the
electronic transmission was transmitted by the stockholder or by a person
authorized to act for the stockholder and (ii) the date on which such
stockholder or authorized person transmitted such electronic
transmission. The date on which such electronic transmission is
transmitted shall be deemed to be the date on which such consent was
signed. No consent given by electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and until
such paper form 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 books in which proceedings of meetings of stockholders are
recorded.
1.11 Meetings by Remote
Communication. If authorized by the Board of Directors, and
subject to such guidelines and procedures as the Board may adopt, stockholders
and proxy holders not physically present at a meeting of stockholders may, by
means of remote communication, participate in the meeting and be deemed present
in person and vote at the meeting, whether such meeting is to be held at a
designated place or solely by means of remote communication, provided that (i)
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 proxy holder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxy holders 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
(iii) if any stockholder or proxy holder 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.
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ARTICLE
II
BOARD
OF DIRECTORS
2.1 General
Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation. In the event of a vacancy in the Board
of Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.
2.2 Number and Term of
Office. The number of directors shall initially be two (2) and
thereafter shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board for adoption). All directors shall hold office until the
expiration of the term for which elected and until their respective successors
are elected, except in the case of the death, resignation or removal of any
director.
2.3 Vacancies and Newly Created
Directorships. Subject to the rights of the holders of any
series of preferred stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (other than removal from office by a
vote of the stockholders) may be filled only by a majority vote of the directors
then in office, though less than a quorum, or by the sole remaining
director, and
directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
2.4 Resignation. Any
director may resign by delivering notice in writing or by electronic
transmission to the President, Chief Executive Officer, Chairman of the Board or
Secretary. Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.
2.5 Removal. Subject
to the rights of the holders of any series of preferred stock then outstanding,
any directors, or the entire Board of Directors, may be removed from office at
any time, with or without cause, by the affirmative vote of the holders of at
least a majority of the voting power of all of the outstanding shares of capital
stock entitled to vote generally in the election of directors, voting together
as a single class. Vacancies in the Board of Directors resulting from
such removal may be filled by a majority of the directors then in office, though
less than a quorum, by the sole remaining director, or by the stockholders at
the next annual meeting or at a special meeting called in accordance with
Section 1.3 above. Directors so chosen shall hold office until the
next annual meeting of stockholders.
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2.6 Regular
Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.
2.7 Special
Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary, or any director and may be held at any time and place, within or
without the State of Delaware.
2.8 Notice of Special
Meetings. Notice of any special meeting of directors shall be
given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each
director by (i) giving notice to such director in person or by telephone,
electronic transmission or voice message system at least 24 hours in advance of
the meeting, (ii) sending a facsimile, or delivering written notice by
hand, to his last known business or home address at least 24 hours in advance of
the meeting, or (iii) mailing written notice to his last known business or
home address at least three days in advance of the meeting. A notice
or waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special
meeting.
2.9 Participation in Meetings by
Telephone Conference Calls or Other Methods of
Communication. Directors or any members of any committee
designated by the directors may participate in a meeting of the Board of
Directors or such committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.
2.10 Quorum. A
majority of the total number of authorized directors shall constitute a quorum
at any meeting of the Board of Directors. In the event one or more of
the directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no case shall less than 1/3 of the number of all authorized
directors so fixed constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present. Interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or at a meeting of a committee which authorizes a particular contract or
transaction.
2.11 Action at
Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these Bylaws.
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2.12 Action by Written
Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of Directors
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the writings or electronic 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.
2.13 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, with such lawfully
delegated powers and duties as it therefor confers, to serve at the pleasure of
the Board. 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 a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution
of the Board of Directors and subject to the provisions of the Delaware General
Corporation Law, 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 and may authorize the seal of the corporation to be affixed to all
papers which may require it. Each such committee shall keep minutes
and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine,
any committee may make rules for the conduct of its business, but unless
otherwise provided by such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the Board of
Directors.
2.14 Compensation of
Directors. Directors may be paid such compensation for their
services and such reimbursement for expenses of attendance at meetings as the
Board of Directors may from time to time determine. No such payment
shall preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.
2.15 Nomination of Director
Candidates. Subject to the rights of holders of any class or
series of preferred stock then outstanding, nominations for the election of
Directors may be made by (i) the Board of Directors or a duly authorized
committee thereof or (ii) any stockholder entitled to vote in the election of
Directors.
ARTICLE
III
OFFICERS
3.1 Enumeration. The
officers of the corporation shall consist of a Chief Executive Officer, a
President, a Secretary, a Chief Financial Officer, a Treasurer and such other
officers with such other titles as the Board of Directors shall determine,
including, at the discretion of the Board of Directors, a Chairman of the Board
and one or more Vice Presidents and Assistant Secretaries. The Board
of Directors may appoint such other officers as it may deem
appropriate.
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3.2 Election. Officers
shall be elected annually by the Board of Directors at its first meeting
following the annual meeting of stockholders. Officers may be
appointed by the Board of Directors at any other meeting.
3.3 Qualification. No
officer need be a stockholder. Any two or more offices may be held by
the same person.
3.4 Tenure. Except
as otherwise provided by law, by the Certificate of Incorporation or by these
Bylaws, each officer shall hold office until his successor is elected and
qualified, unless a different term is specified in the vote appointing him, or
until his earlier death, resignation or removal.
3.5 Resignation and
Removal. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the Chief Executive
Officer, President or Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. Any officer elected by the Board
of Directors may be removed at any time, with or without cause, by the Board of
Directors.
3.6 Chairman of the
Board. The Board of Directors may appoint a Chairman of the
Board. If the Board of Directors appoints a Chairman of the Board, he
or she shall perform such duties and possess such powers as are assigned to him
by the Board of Directors. Unless otherwise provided by the Board of
Directors, he or she shall preside at all meetings of the stockholders, and, if
he or she is a director, at all meetings of the Board of Directors.
3.7 Chief Executive
Officer. The Chief Executive Officer shall, subject to the
direction of the Board of Directors, have responsibility for the general
management and control of the business and affairs of the corporation and shall
perform all duties and have all powers which are commonly incident to the office
of Chief Executive Officer or which are delegated to him or her by the Board of
Directors. The Chief Executive Officer shall, in the absence of or
because of the inability to act of the Chairman of the Board, perform all duties
of the Chairman of the Board and preside at all meetings of the Board of
Directors and of stockholders. The Chief Executive Officer shall
perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe. He or she shall have power
to sign stock certificates, contracts and other instruments of the corporation
which are authorized and shall have general supervision and direction of all of
the other officers, employees and agents of the corporation, other than the
Chairman of the Board.
3.8 President. The
President shall, subject to the direction of the Board of Directors and the
Chief Executive Officer, have responsibility for the general management of the
business and affairs of the corporation and shall perform all duties and have
all powers which are commonly incident to the office of President, or which are
delegated to him or her by the Board of Directors or the Chief Executive
Officer. The President shall perform such other duties and shall have
such other powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. Unless otherwise designated by the Board
of Directors, the President shall be the Chief Executive Officer of the
corporation.
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3.9 Vice
Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors, the President, or the Chief
Executive Officer may from time to time prescribe. In the event of
the absence, inability or refusal to act of the President, the Vice President
(or if there shall be more than one, the Vice Presidents in the order determined
by the Board of Directors) shall perform the duties of the President and when so
performing shall have all the powers of and be subject to all the restrictions
upon the President. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.
3.10 Secretary and Assistant
Secretaries. The Secretary shall perform such duties and shall
have such powers as the Board of Directors, the Chief Executive Officer or the
President may from time to time prescribe, including, but not limited to, the
power to sign stock certificates, contracts and other instruments of the
corporation which are authorized. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
Secretary, including, without limitation, the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
keep a record of the proceedings of all meetings of stockholders and the Board
of Directors, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.
Any
Assistant Secretary shall perform such duties and possess such powers as the
Board of Directors, the Chief Executive Officer, the President or the Secretary
may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.
In the
absence of the Secretary or any Assistant Secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary secretary to keep a record of the meeting.
3.11 Chief Financial Officer and
Treasurer. Unless otherwise designated by the Board of
Directors, the Chief Financial Officer shall be the Treasurer. The
Chief Financial Officer shall perform such duties and shall have such powers as
may from time to time be assigned to him or her by the Board of Directors, the
Chief Executive Officer or the President. In addition, the Chief
Financial Officer shall perform such duties and have such powers as are incident
to the office of chief financial officer, including without limitation, the duty
and power to keep and be responsible for all funds and securities of the
corporation, to maintain the financial records of the corporation, to deposit
funds of the corporation in depositories as authorized, to disburse such funds
as authorized, to make proper accounts of such funds, and to render as required
by the Board of Directors accounts of all such transactions and of the financial
condition of the corporation.
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3.12 Salaries. Officers
of the corporation shall be entitled to such salaries, compensation or
reimbursement as shall be fixed or allowed from time to time by the Board of
Directors.
3.13 Delegation of
Authority. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.
ARTICLE
IV
CAPITAL
STOCK
4.1 Issuance of
Stock. Unless otherwise voted by the stockholders and subject
to the provisions of the Certificate of Incorporation, the whole or any part of
any unissued balance of the authorized capital stock of the corporation or the
whole or any part of any unissued balance of the authorized capital stock of the
corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may
determine.
4.2 Certificates of
Stock. Every holder of stock of the corporation shall be
entitled to have a certificate, in such form as may be prescribed by law and by
the Board of Directors, certifying the number and class of shares owned by him
in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice Chairman, if any, of the
Board of Directors, or the Chief Executive officer, the President or a Vice
President, and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation. Any or all of the signatures
on the certificate may be a facsimile.
Each
certificate for shares of stock which are subject to any restriction on transfer
pursuant to the Certificate of Incorporation, the Bylaws, applicable securities
laws or any agreement among any number of stockholders or among such holders and
the corporation shall have conspicuously noted on the face or back of the
certificate either the full text of the restriction or a statement of the
existence of such restriction.
4.3 Transfers. Except
as otherwise established by rules and regulations adopted by the Board of
Directors, and subject to applicable law, shares of stock may be transferred on
the books of the corporation by the surrender to the corporation or its transfer
agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment or power of attorney properly executed, and
with such proof of authority or authenticity of signature as the corporation or
its transfer agent may reasonably require. Except as may be otherwise
required by law, the Certificate of Incorporation or the Bylaws, the corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer, pledge
or other disposition of such stock until the shares have been transferred on the
books of the corporation in accordance with the requirements of these
Bylaws.
4.4 Lost, Stolen or Destroyed
Certificates. The corporation may issue a new certificate of
stock in place of any previously issued certificate alleged to have been lost,
stolen, or destroyed, upon such terms and conditions as the Board of Directors
may prescribe, including the presentation of reasonable evidence of such loss,
theft or destruction and the giving of such indemnity as the Board of Directors
may require for the protection of the corporation or any transfer agent or
registrar.
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4.5 Record
Date. The Board of Directors may fix in advance a record date
for the determination of the stockholders entitled to notice of or to vote at
any meeting of stockholders or to express consent (or dissent) to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, concession or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any other
action to which such record date relates.
If no
record date is fixed, 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 before the day on which notice is given, or, if notice is
waived, at the close of business on the day before the day on which the meeting
is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such
purpose.
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.
ARTICLE
V
GENERAL
PROVISIONS
5.1 Fiscal
Year. The fiscal year of the corporation shall be as fixed by
the Board of Directors.
5.2 Corporate
Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.
5.3 Waiver of
Notice. Whenever any notice whatsoever is required to be given
by law, by the Certificate of Incorporation or by these Bylaws, a waiver of such
notice either in writing signed by the person entitled to such notice or such
person’s duly authorized attorney, or by electronic transmission or any other
method permitted under the Delaware General Corporation Law, whether before, at
or after the time stated in such waiver, or the appearance of such person or
persons at such meeting in person or by proxy, shall be deemed equivalent to
such notice.
5.4 Actions with Respect to
Securities of Other Corporations. Except as the Board of
Directors may otherwise designate, the Chief Executive Officer or President or
any officer of the corporation authorized by the Chief Executive Officer or
President shall have the power to vote and otherwise act on behalf of the
corporation, in person or proxy, and may waive notice of, and act as, or appoint
any person or persons to act as, proxy or attorney-in-fact to this corporation
(with or without power of substitution) at any meeting of stockholders or
shareholders (or with respect to any action of stockholders) of any other
corporation or organization, the securities of which may be held by this
corporation and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of this corporation’s ownership of securities
in such other corporation or other organization.
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5.5 Evidence of
Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.
5.6 Certificate of
Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to
time.
5.7 Severability. Any
determination that any provision of these Bylaws is for any reason inapplicable,
illegal or ineffective shall not affect or invalidate any other provision of
these Bylaws.
5.8 Pronouns. All
pronouns used in these Bylaws shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person or persons
may require.
5.9 Notices. Except
as otherwise specifically provided herein or required by law, all notices
required to be given to any stockholder, director, officer, employee or agent
shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by facsimile or other electronic
transmission in the manner provided in Section 232 of the Delaware General
Corporation Law, or by commercial courier service. Any such notice
shall be addressed to such stockholder, director, officer, employee or agent at
his or her last known address as the same appears on the books of the
corporation. The time when such notice shall be deemed to be given
shall be the time such notice is received by such stockholder, director,
officer, employee or agent, or by any person accepting such notice on behalf of
such person, if delivered by hand, facsimile, other electronic transmission or
commercial courier service, or the time such notice is dispatched, if delivered
through the mails.
5.10 Reliance Upon Books, Reports
and Records. Each director, each member of any committee
designated by the Board of Directors, and each officer of the corporation shall,
in the performance of his duties, be fully protected in relying in good faith
upon the books of account or other records of the corporation, including reports
made to the corporation by any of its officers, by an independent certified
public accountant, or by an appraiser selected with reasonable
care.
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5.11 Time
Periods. In applying any provision of these Bylaws which
require that an act be done or not 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.
5.12 Facsimile
Signatures. In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these Bylaws, facsimile
signatures of any officer or director of the corporation may be used whenever
and as authorized by the Board of Directors or a committee thereof.
ARTICLE
VI
AMENDMENTS
6.1 By the Board of
Directors. Except as is otherwise set forth in these Bylaws,
these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by
the affirmative vote of a majority of the directors present at any regular or
special meeting of the Board of Directors at which a quorum is
present.
6.2 By the
Stockholders. Except as otherwise set forth in these Bylaws,
these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by
the affirmative vote of the holders of at least a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
any annual meeting of stockholders, or at any special meeting of stockholders at
which quorum is present, provided notice of such alteration, amendment, repeal
or adoption of new Bylaws shall have been stated in the notice of such special
meeting.
ARTICLE
VII
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
7.1 Right to
Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (each a
“proceeding”), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer of another corporation, or as a controlling person of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director or officer, or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said Law permitted the
corporation to provide prior to such amendment) against all expenses, liability
and loss reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except
as provided in Section 7.2 of this Article VII, the corporation shall
indemnify any such person seeking indemnity in connection with a proceeding (or
part thereof) initiated by such person only if (a) such indemnification is
expressly required to be made by law, (b) the proceeding (or part thereof)
was authorized by the Board of Directors of the corporation, (c) such
indemnification is provided by the corporation, in its sole discretion, pursuant
to the powers vested in the corporation under the Delaware General Corporation
Law, or (d) the proceeding (or part thereof) is brought to establish or
enforce a right to indemnification under an indemnity agreement or any other
statute or law or otherwise as required under Section 145 of the Delaware
General Corporation Law. The rights hereunder shall be contract
rights and shall include the right to be paid expenses incurred in defending any
such proceeding in advance of its final disposition; provided, however, that, unless
the Delaware General Corporation Law then so prohibits, the payment of such
expenses incurred by a director or officer of the corporation in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is tendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Section or
otherwise.
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7.2 Right of Claimant to Bring
Suit. If a claim under Section 7.1 is not paid in full by
the corporation within 90 days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if such suit is not
frivolous or brought in bad faith, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to this corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.
7.3 Indemnification of Employees
and Agents. The corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification, and to
the advancement of related expenses, to any employee or agent of the corporation
to the fullest extent of the provisions of this Article with respect to the
indemnification of and advancement of expenses to directors and officers of the
corporation.
7.4 Non-Exclusivity of
Rights. The rights conferred on any person in Sections 7.1 and
7.2 shall not be exclusive of any other right which such persons may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
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7.5 Indemnification
Contracts. The Board of Directors is authorized to enter into
a contract with any director, officer, employee or agent of the corporation, or
any person serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including employee benefit plans, providing for
indemnification rights equivalent to or, if the Board of Directors so
determines, greater than, those provided for in this
Article VII.
7.6 Insurance. The
corporation may maintain insurance to the extent reasonably available, at its
expense, to protect itself and any such director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
7.7 Effect of
Amendment. Any amendment, repeal or modification of any
provision of this Article VII by the stockholders and the directors of the
corporation shall not adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment, repeal or
modification.
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CERTIFICATE
OF SECRETARY
OF
TECHTEAM
GLOBAL, INC.
(a
Delaware corporation)
I,
Antonio Barretto, the Secretary of TechTeam Global, Inc., a Delaware corporation
(the “Corporation”), do hereby certify that the Bylaws to which this Certificate
is attached are the Bylaws of the Corporation.
Executed
effective on the 13th day of December, 2010.
/s/ Antonio
Barretto
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Antonio
Barretto
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