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8-K - FORM 8-K - LOJACK CORP | c12787e8vk.htm |
EX-3.2 - EXHIBIT 3.2 - LOJACK CORP | c12787exv3w2.htm |
Exhibit
3.1
AMENDED AND RESTATED BY-LAWS
of
LOJACK CORPORATION
ARTICLE I
STOCKHOLDERS
1. Place of Meetings. All meetings of stockholders shall be held at the principal
office of the corporation unless a different place (anywhere in the United States) is fixed by the
Board of Directors or the President and stated in the notice of the meeting.
2. Annual Meetings. An annual meeting of the stockholders entitled to vote shall be
held within six (6) months after the end of the corporations fiscal year at a time and place to be
determined by the Board of Directors.
(a) At any annual meeting of the stockholders, only such business shall be conducted as shall
have been brought before the meeting (i) pursuant to the corporations notice of meeting, (ii) by
or at the direction of the Board of Directors or (iii) by any stockholder of the corporation who is
a stockholder of record at the time of giving of the notice provided for in paragraph (b) of this
Section 2, who continues to be entitled to vote at such meeting and who complies with the notice
procedures set forth in paragraph (b) of this Section 2.
(b) For business to be properly brought before any meeting of the stockholders by a
stockholder pursuant to clause (iii) of paragraph (a) of this Section 2, the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholders notice must be delivered to or mailed to and received at the principal executive
offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120)
days prior to the first anniversary of the preceding years annual meeting; provided however that
in the event that the date of the annual meeting is not within 30 days of the first anniversary of
the preceding years annual meeting, a stockholders notice must be so received not earlier than
the 120th day prior to such annual meeting and not later than the close of business on the later of
(A) the 90th day prior to such annual meeting and (B) the seventh day following the day on which
notice of the date of such annual meeting was mailed or public disclosure of the date of such
annual meeting was made, whichever first occurs. In no event shall any adjournment or postponement
of an annual meeting or the public disclosure thereof commence a new time period for the giving of
a stockholders notice as described above. For purposes of these bylaws, public disclosure shall
include disclosure in a press release reported by the Dow Jones New Service, Associated Press or
comparable national news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the Exchange Act).
(c) A stockholders notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (1) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting, (2)
the text of the proposal (including the exact text of any resolutions proposed for consideration
and, if such business includes a proposal to amend the By-Laws, the exact text of the proposed
amendment), (3) the name and address, as they appear on the corporations books, of the stockholder
proposing such business and the name and address of the beneficial owner, if any, on whose behalf
the proposal is made, (4) the following information as of the date of such notice and as of the
record date for the meeting (if such date shall then have been made publicly available or if not
then available, the stockholders agreement to notify the corporation in writing within five (5)
business days after the record date for the annual meeting of such information), (i) the class or
series and number of shares of the corporation which are, directly or indirectly, owned
beneficially and of record by such stockholder and any such beneficial owner(s), if any, on whose
behalf the proposal is made, and (ii) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options, warrants, stock
appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been
entered into by, or on behalf of, such stockholder and such beneficial owner, the effect or intent
of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or
decrease the voting power of, such stockholder or such beneficial owner with respect to shares of
stock of the corporation (the disclosures to be made pursuant to the foregoing clauses (4)(i) and
(4)(ii) are referred to as Ownership Interests), (5) any material interest of such stockholder of
record and/or of the beneficial owner, if any, on whose behalf the proposal is made, in such
proposed business, (6) a description of any agreement, arrangement or understanding between such
stockholder and/or such beneficial owner and any other person or persons (including their names) in
connection with the proposal of such business or who may participate in the solicitation of proxies
in favor of such proposal, (7) any other information relating to such stockholder and such
beneficial owner that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for such business proposed pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (8) a
representation that such stockholder intends to appear in person or by proxy at the annual meeting
to bring such business before the meeting, and (9) a representation whether such stockholder and/or
such beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the corporations outstanding capital
stock reasonably believed by such stockholder or such beneficial owner to be sufficient to approve
or adopt the proposal (and such representation shall be included in any such proxy statement and
form of proxy) and/or (y) otherwise to solicit proxies from stockholders in support of such
proposal (and such representation shall be included in any such solicitation materials).
(d) The person presiding at the meeting shall, if the facts warrant, determine that business
was not properly brought before the meeting and in accordance with the procedures prescribed by
these By-Laws (including whether the stockholder or beneficial owner, if any, on whose behalf the
proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholders proposal in compliance with the
representation with respect thereto required by this Section 2), and if he or she should so
determine, he or she shall so declare at the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this
Section 2, unless otherwise required by law, if the stockholder (or a Qualified Representative of
the stockholder) does not appear at the annual meeting to present the business described in the
stockholders notice delivered pursuant to this Section 2, such business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been received by the
corporation. To be considered a Qualified Representative of the stockholder, a person must be a
duly authorized officer, manager or partner of such stockholder or authorized by a writing executed
by such stockholder (or a reliable reproduction or electronic transmission of the writing)
delivered to the corporation prior to the proposing of the business (or nomination in accordance
with Article II, Section 2) at the meeting by the stockholder stating that the person is authorized
to act for the stockholder as proxy at the meeting of stockholders. Notwithstanding the foregoing
provisions of this Section 2, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters
set forth in this Section 2. Nothing in these By-laws shall be deemed to affect any rights of
stockholders to have proposals included in the corporations proxy statement pursuant to applicable
rules promulgated under the Exchange Act in effect at such time and, to the extent required by any
such rules, have such proposals considered and voted on at an annual meeting.
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3. Special Meetings. Special meetings of the stockholders entitled to vote may be
called by the Chairman of the Board of Directors, the President, or by a majority of the Directors,
and shall be called by the Secretary, or in case of the death, absence, incapacity or refusal of
the Secretary, by any other officer, on written application of one or more stockholders who are
entitled to vote and who hold at least ten percent (10%) interest of the capital stock entitled to
vote, stating the date, time, place and purpose of the meeting.
4. Notice of Meetings. A written notice of every meeting of stockholders, stating the
date, time, place and purpose for which the meeting is called shall be given by the Secretary or
other person calling the meeting not fewer than seven (7) nor more than sixty (60) days before the
meeting, to each stockholder entitled to vote thereat and to each stockholder who, by the Articles
of Organization or By-Laws, is entitled to such notice, by leaving such notice with him or her or
at his or her residence or usual place of business, or by mailing it postage prepaid and addressed
to him or her at his or her address as it appears on the books of the corporation, or by electronic
transmission directed to such stockholder at an address given to the corporation by the stockholder
or otherwise in such manner as the stockholder shall have specified to the corporation, including
by facsimile transmission, electronic mail or posting on an electronic network. No notice of any
regular or special meeting of the stockholders need be given to any stockholder if a written waiver
of notice executed before or after the meeting by the stockholder, or his or her attorney thereunto
authorized, is filed with the records of the meeting.
5. Adjournments. Any meeting of the stockholders may be adjourned to any other time
and to any other place in the United States by the stockholders present or represented at the
meeting, although less than a quorum, or by any officer entitled to preside or to act as Secretary
of such meeting if no stockholder is present. It shall not be necessary to notify any stockholder
of any adjournment. Any business that could have been transacted at any meeting of the
stockholders as originally called may be transacted at any adjournment thereof.
6. Quorum of Stockholders. At any meeting of the stockholders, fifty-one percent
(51%) in interest of the capital stock issued and outstanding and entitled to vote shall constitute
a quorum.
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7. Votes and Proxies. Each stockholder shall have one (1) vote for each share of
stock having voting power owned by him or her. Stockholders may vote in person or by proxy. No
proxy that is dated more than six (6) months before the meeting named therein shall be accepted.
Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof, before
being voted. Except as otherwise limited therein, proxies shall entitle the persons named therein
to vote at any adjournment of such meeting, but shall not be valid after final adjournment of such
meeting. A proxy with respect to stock held in the name of two (2) or more persons shall be valid
if executed by one (1) such person unless at or prior to exercise of the proxy the corporation
receives a specific written notice to the contrary from any one (1) of them. A proxy purporting to
be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to
its exercise.
8. Action at Meeting. When a quorum is present, the holders of a majority of the
stock present or represented and voting on a matter, (or if there are two (2) or more classes of
stock entitled to vote as separate classes then, in the case of each such class, the holders of a
majority of the stock of that class present or represented and voting on a matter) shall decide any
matter to be voted on by the stockholders, other than the election of Directors, except where a
larger vote is required by law, the Articles of Organization or these By-Laws. Other than in a
Contested Election Meeting (as defined below), when a quorum is present, a nominee for Director
shall be elected to the Board of Directors if the votes cast for such nominees election exceed
the votes cast against such nominees election (with abstentions, broker non-votes and
withheld votes not counted as a vote for or against such election). In a Contested Election
Meeting, when a quorum is present, Directors shall be elected by a plurality of the votes cast at
such Contested Election Meeting. A meeting of stockholders shall be a Contested Election Meeting
if there are more persons nominated for election as Directors at such meeting than there are
Directors to be elected at such meeting, determined as of the tenth day preceding the date of the
corporations first notice to stockholders of such meeting sent pursuant to Section I.4 of these
Bylaws (the Determination Date); provided, however, that if in accordance with Section II.2 of
these Bylaws, stockholders are entitled to nominate persons for election as Director for a period
of time that ends after the otherwise applicable Determination Date, the Determination Date shall
instead be as of the end of such period. No ballot shall be required for any election unless
requested by a stockholder present or represented at the meeting and entitled to vote in the
election. The corporation shall not directly or indirectly vote any share of its stock.
9. Action without Meeting. Any action that may be taken by the stockholders at a
meeting may be taken without a meeting if all stockholders entitled to vote thereon consent thereto
by a writing filed with the records of the meetings of the stockholders. Such consent shall be
treated for all purposes as a vote at a meeting of stockholders.
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ARTICLE II
BOARD OF DIRECTORS
1. Powers. The business of the corporation shall be managed by a Board of Directors
which may exercise all the powers of the corporation except as otherwise provided by law, the
Articles of Organization or these By-Laws. 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. Nomination and Election. A Board of Directors consisting of such number not less
than three (3) nor more than eleven (11) as shall be fixed by the Directors, shall be elected by
the stockholders at each annual meeting. A Director need not be a stockholder.
(a) Nominations of persons for election to the Board of Directors of the corporation may be
made (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the
corporation who is a stockholder of record at the time of giving of the notice provided for in
paragraph (b) of this Section 2, who continues to be entitled to vote for the election of Directors
at the meeting and who complies with the notice procedures set forth in paragraph (b) of this
Section II.2.
(b) Nominations by stockholders shall be made pursuant to timely notice in writing to the
Secretary of the corporation. To be timely, a stockholders notice must be delivered to or mailed
to and received at the principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding
years annual meeting; provided however that in the event that the date of the annual meeting is
not within 30 days of the first anniversary of the preceding years annual meeting, a stockholders
notice must be so received not earlier than the 120th day prior to such annual meeting and not
later than the close of business on the later of (A) the 90th day prior to such annual meeting and
(B) the seventh day following the day on which notice of the date of such annual meeting was mailed
or public disclosure of the date of such annual meeting was made, whichever first occurs. In no
event shall any adjournment or postponement of an annual meeting or the public disclosure thereof
commence a new time period for the giving of a stockholders notice as described above. A
stockholders notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such
persons name, age, business address and, if known, residence address, (2) such persons principal
occupation or employment, (3) all Ownership Interests beneficially owned by such person, and (4)
any other information concerning such person that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Exchange Act; and (B) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made
(1) the name and address of such stockholder, as they appear on the corporations books, and of
such beneficial owner, (2) the Ownership Interests of such stockholder and such beneficial owner as
of the date of such notice and as of the record date for the meeting (if such date shall then have
been made publicly available, or if not then available, the stockholders agreement to notify the
corporation in writing within five (5) business days after the record date for the annual meeting
of such information), (3) a description of any agreement, arrangement or understanding between such
stockholder and/or such beneficial owner and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are being made or who may participate
in the solicitation of proxies in favor of electing such nominee(s), (4) any other information
relating to such stockholder and such beneficial owner that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with solicitations of proxies
for the election of such nominee in a contested election (even if a Contested Election Meeting is
not involved) pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder, and (5) a representation that such stockholder and/or such beneficial owner intends to
appear in person or by proxy at the meeting to nominate the person(s) named in its notice. In
addition, to be effective, the stockholders notice must be accompanied by the written consent of
the proposed nominee to serve as a Director if elected. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a Director of the corporation or whether such
nominee would be independent under applicable Securities and Exchange Commission and stock exchange
rules and the corporations publicly disclosed Corporate Governance Guidelines.
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(c) No person shall be eligible to serve as a Director of the corporation unless nominated in
accordance with the procedures set forth in this Section 2. The person presiding at the meeting
shall, if the facts warrant, determine that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section 2, unless otherwise required by law, if the stockholder (or a
Qualified Representative of the stockholder) does not appear at the meeting of stockholders to
present a nomination, such nomination shall not be brought before the meeting, notwithstanding that
proxies in respect of such vote may have been received by the corporation. Notwithstanding the
foregoing provisions of this Section 2, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect
to the matters set forth in this Section 2.
3. Tenure. Directors shall hold office until the next annual meeting of stockholders
and thereafter until their successors are chosen and qualified, except as otherwise provided in
these By-Laws. Any Director may resign by giving written notice of his or her resignation to the
corporation at its principal office or to the President, Secretary or Board of Directors, and such
resignation shall become effective upon receipt unless another time is specified therein.
4. Removal. A Director, may be removed from office with or without cause by vote of a
majority of the stockholders entitled to vote in the election of Directors, or for cause by vote of
a majority of the Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to remove him or her.
5. Meetings. Regular meetings of the Board of Directors may be held without notice at
such places and at such times as the Board of Directors may from time to time determine, provided
that any Director who is absent when such determination is made shall be given notice of the
determination. A regular meeting of the Board of Directors shall held without notice at the same
place as the annual meeting of stockholders, or the special meeting held in lieu thereof, following
such meeting of stockholders. Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the President or two (2) or more Directors.
6. Notice of Meetings. Notice of the date, time, place and purpose of every special
meeting of the Board of Directors shall be given to each Director by the Secretary, or in case of
the death, absence, incapacity or refusal of the Secretary, by the officer or one of the Directors
calling the meeting. Notice shall be given to each Director in person or by telephone, facsimile
or email sent to his or her business or home address at least twenty-four (24) hours in advance of
the meeting, or by written notice mailed to his or her business or home address at least
forty-eight (48) hours in advance of the meeting. Notice need not be given to any Director if a
written
waiver of notice executed by him or her before or after the meeting is filed with the records
of the meeting, or to any Director who attends the meeting without objecting to the lack of notice
prior to the meeting or at the commencement thereof. A waiver of notice of a Board of Directors
meeting need not specify the purposes of the meeting.
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7. Quorum of Directors. At any meeting of the Board of Directors, a majority of the
Directors at the time in office shall constitute a quorum, but a less number may adjourn any
meeting from time to time without further notice. Unless otherwise provided by law or these
By-Laws, business may be transacted by vote of a majority of those in attendance at any meeting at
which a quorum is present.
8. Vacancies. Any vacancy in the Board of Directors may be filled by the stockholders
at a meeting called for that purpose. Unless and until so filled, a vacancy may be filled for the
unexpired balance of the term by vote of the remaining Directors.
9. Chairman of the Board of Directors. The Board of Directors may elect a Chairman of
the Board of Directors from among its members, who shall serve at the pleasure of the Board of
Directors and shall preside at all meetings of the Board of Directors and at all meetings of the
stockholders.
10. Committees. The Board of Directors may, by vote of a majority of the Directors
then in office, elect from their number an executive or other committees and may by like vote
delegate thereto some or all of their powers except those which by law, the Articles of
Organization or these By-Laws they are prohibited from delegating. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or in such rules, its business
shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the
Board of Directors.
11. Action without Meeting. Any action that may be taken by the Board of Directors at
a meeting may be taken without a meeting if all Directors entitled to vote thereon consent thereto
by a writing filed with the records of the Board of Directors meetings. Such consent shall be
treated for all purposes as a vote at a meeting of the Board of Directors.
12. Action by Telephone. The Board of Directors or any committee designated thereby
may participate in a meeting of such Board or committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in the meeting can
hear each other at the same time, and participation by such means shall constitute presence in
person at a meeting.
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ARTICLE III
OFFICERS
1. Enumeration. The officers of the corporation shall consist of a President, a
Treasurer, a Secretary, and such other officers, including one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries, as the Board of Directors may determine.
2. Election. The President, Treasurer, and Secretary shall be elected annually by the
Board of Directors at their first meeting following the annual meeting of stockholders. Other
officers may be chosen by the Board of Directors at such meeting or at any other meeting.
3. Qualification. No officer need be a Director or a stockholder. Any two or more
offices may be held by the same person. Any officer may be required by the Board of Directors to
give bond for the faithful performance of his or her duties to the corporation in such amount and
with such sureties as the Board of Directors may determine.
4. Tenure. Except as otherwise provided by law the Articles of Organization or these
By-Laws, the President, Treasurer and Secretary shall hold office until the first meeting of the
Board of Directors following the annual meeting of stockholders and thereafter until his or her
successor is chosen and qualified; and all other officers shall hold office until the first meeting
of the Board of Directors following the annual meeting of stockholders, unless a shorter term is
specified in the vote choosing or appointing them. Any officer may resign by delivering his or her
written resignation to the corporation at its principal office on to the President or Secretary,
and 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.
5. Vacancies. Any vacancy in any office may be filled by the Board of Directors at a
meeting called for that purpose or by written consent. When any officer is, in the opinion of the
Board of Directors, unable to perform his or her duties, they may by vote appoint a temporary
officer to act until further vote by them, with power to perform all or part of the duties of such
officer.
6. Removal. The Board of Directors may remove any officer with or without cause by a
vote of a majority of the Directors then in office, provided, that an officer may be removed for
cause only after reasonable notice and opportunity to be heard by the Board of Directors.
7. President and Vice President. The President shall be the chief executive officer
of the corporation and shall, subject to the direction of the Board of Directors, have general
supervision and control of its business. Any Vice President shall have such powers as the Board of
Directors may from time to time designate.
8. Treasurer and Assistant Treasurer. The Treasurer shall have general charge of the
financial affairs of the corporation and shall cause to be kept accurate books of account. He or
she shall have custody of all funds, securities, and valuable documents of the corporation, except
as the Board of Directors may otherwise provide. Any Assistant Treasurer shall have such powers as
the Board of Directors may from time to time designate.
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9. Secretary and Assistant Secretaries. The Secretary shall keep a record of the
meetings of the stockholders and of the Board of Directors. Unless a Transfer Agent is appointed,
the Secretary shall keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at his or her office, the stock and transfer records of the corporation, in which
are contained the names of all stockholders and the record address, and the amount of stock held by
each. Any Assistant Secretary shall have such powers as the Board of Directors may from time to
time designate. In the absence of the Secretary from any meeting of stockholders, an Assistant
Secretary, if one be elected, otherwise a Temporary Secretary designated by the person presiding at
the meeting, shall perform the duties of the Secretary.
10. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in
addition to the duties and powers specifically set forth in these By-Laws, such duties and powers
as are customarily incident to his or her office, and such duties and powers as the Board of
Directors may from time to time designate.
ARTICLE IV
CAPITAL STOCK
1. Certificates of Stock. If shares are represented by certificates, such
certificates shall be in such form as may be prescribed from time to time by the Board of
Directors. The certificate shall be signed by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, but when a certificate is countersigned by a transfer agent or
a registrar, other than a Director, officer or employee of the corporation, such signatures may be
facsimiles. In case any officer who has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he or she were such officer at the time of its
issue.
Every certificate for shares of stock that are subject to any restriction on transfer pursuant
to the Articles of Organization, the By-Laws or any agreement to which the corporation is a party,
shall have the restriction noted conspicuously on the certificate and shall also set forth on the
face or back either the full text of the restriction or a statement of the existence of such
restriction and a statement that the corporation will furnish a copy to the holder of such
certificate on written request and without charge. Every certificate issued when the corporation
is authorized to issue more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a statement of the
existence of such preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate on written request and
without charge.
2. Uncertificated Shares of Stock. The Board of Directors may authorize the issue of
some or all of the shares of any or all of the corporations classes or series of stock without
certificates. The authorization shall not affect shares already represented by certificates until
they are surrendered to the corporation. 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 by the Massachusetts Business Corporation Act, as in effect from time to time,
to be on certificates.
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3. Transfer on Books. All shares of stock shall be transferable on the books of the
corporation except when closed as provided by the By-Laws, upon (i) in the case of certificated
shares, surrender of the certificate therefor duly endorsed, or accompanied by a separate document
containing an assignment of the certificate or a power of attorney to sell, assign, or transfer the
same, or the shares represented thereby, with all such endorsements or signatures guaranteed if
required by the corporation or (ii) in the case of uncertificated shares, receipt of proper
transfer instructions from the holder of record of such shares or such holders attorney lawfully
constituted. The corporation shall be entitled to recognize as exclusive the rights of a person
registered on its books as the owner of legal title to shares, to the full extent permitted by law.
The stock transfer and other books of the corporation may be closed by order of the Board of
Directors for sixty (60) days or any lesser period previous to any meeting of stockholders or any
day appointed for the payment of a dividend or for any other purpose.
4. Lost Certificates. In case any certificate of stock of the corporation shall be
lost or destroyed, a new certificate may be issued in lieu thereof on reasonable evidence of such
loss or destruction, and upon such indemnity being given within the limits permitted by law as the
Board of Directors may require for the protection of the corporation or any transfer agent or
registrar.
5. Issue of Stock. Unless otherwise voted by the Incorporator or stockholders, 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 capital stock of the corporation held in its treasury may be issued or
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.
5. Fixing Record Date. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, 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 70 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 date on which the meeting is held. A determination of stockholders of record entitled 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.
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ARTICLE V
MISCELLANEOUS PROVISIONS
1. Fiscal Year. The fiscal year of the corporation shall end on the last day of
December of each year, or such other date as shall be determined from time to time by the Board of
Directors.
2. Seal. The seal of the corporation, if any, shall bear its name and the year of its
incorporation or such other device or inscription as the Board of Directors may determine.
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes
and other obligations authorized to be executed by an officer of the corporation in its behalf
shall be signed by the President or the Treasurer except as the Board of Directors may generally or
in particular cases otherwise determine.
4. Voting of Securities. Except as the Board of Directors may otherwise designate,
the President or Treasurer may waive notice of, and appoint any person or persons to act as proxy
or attorney in fact for this corporation (with or without power of substitution) at any meeting of
stockholders or stockholders of any other corporation or organization, the securities of which may
be held by this corporation.
5. Articles of Organization. All references in these By-Laws to the Articles of
Organization shall be deemed to be to the Articles of Organization of the corporation, as amended
and in effect from time to time.
ARTICLE VI
AMENDMENTS
These By-Laws may be amended at any annual or special meeting by vote of the stockholders
holding a majority of the shares having voting power, provided that the nature or substance of the
proposed amendment shall be stated in the notice of the meeting. These By-Laws may also be amended
by a majority of the Board of Directors then in office. Not later than the time of giving notice
of the meeting of stockholders next following the adoption of an amendment by the Board of
Directors, notice or public announcement thereof stating the substance of such change shall be
given to the stockholders.
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