Attached files
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S-1 - FORM S-1 - Party City Holdings Inc. | y86057s1sv1.htm |
EX-3.3 - EX-3.3 - Party City Holdings Inc. | y86057s1exv3w3.htm |
EX-10.6 - EX-10.6 - Party City Holdings Inc. | y86057s1exv10w6.htm |
EX-10.8 - EX-10.8 - Party City Holdings Inc. | y86057s1exv10w8.htm |
EX-23.1 - EX-23.1 - Party City Holdings Inc. | y86057s1exv23w1.htm |
EX-10.7 - EX-10.7 - Party City Holdings Inc. | y86057s1exv10w7.htm |
EX-10.5 - EX-10.5 - Party City Holdings Inc. | y86057s1exv10w5.htm |
EX-10.4 - EX-10.4 - Party City Holdings Inc. | y86057s1exv10w4.htm |
Exhibit 3.4
BY-LAWS
OF
AAH HOLDINGS CORPORATION
Section 1.
LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1. These by-laws are subject to the certificate of incorporation of the
corporation. In these by-laws, references to law, the certificate of incorporation and
by-laws mean the law, the provisions of the certificate of incorporation and the
by-laws as from time to time in effect.
Section 2.
STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 a.m. on
the second Tuesday in May in each year, unless that day be a legal holiday at the place where the
meeting is to be held, in which case the meeting shall be held at the same hour on the next
succeeding day not a legal holiday, or at such other date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting, at which they shall
elect a board of directors and transact such other business as may be required by law or these
by-laws or as may properly come before the meeting.
2,2. Special Meetings. A special meeting of the stockholders may be called at any time
by the chairman of the board, if any, the president or the board of directors. A special meeting of
the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity
or refusal of the secretary, by an assistant secretary or some other officer, upon application of a
majority of the directors. Any such application shall state the purpose or purposes of the proposed
meeting. Any such call shall state the place, date, hour and purposes of the meeting.
2.3. Place of meeting. All meetings of the stockholders for the election of directors
or for any other purpose shall be held at such place within or without the State of Delaware as may
be determined from time to time by the chairman of the board, if any, the president or the board of
directors. Any adjourned session of any meeting of the stockholders shall be held at the place
designated in the vote of adjournment.
2.4.
Notice of Meetings. Except as otherwise provided by law, a written notice of each
meeting of stockholders stating the place, day and hour thereof and, in the case of a special
meeting, the purposes for which the meeting is called, shall be given not less then ten nor more
than sixty days before the meeting, to each stockholder entitled to vote
thereat, and to each stockholder who, by law, by the certificate of incorporation or by these
by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place
of business, or by depositing it in the United States mail, postage prepaid, and addressed to such
stockholder at his address as it appears in the records of the corporation. Such notice shall be
given by the
secretary, or by an officer or person designated by the board of directors, or in the case of a
special meeting by the officer calling the meeting. As to any adjourned session of any meeting of
stockholders, notice of the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the adjournment a new record date is set for the adjourned
session, notice of any such adjourned session of the meeting shall be given in the manner
heretofore described. No notice of any meeting of stockholders or any adjourned session thereof
need be given to a stockholder if a written waiver of notice, executed before or after the meeting
or such adjourned session by such stockholder, is filed with the records of the meeting or if the
stockholder attends such meeting without 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 meeting of the stockholders or any adjourned
session thereof need be specified in any written waiver of notice.
2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any
matter shall consist of a majority of the votes entitled to be cast on the matter, except where a
larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any
meeting may be adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present. If a quorum is present at an original meeting, a
quorum need not be present at an adjourned session of that meeting. Shares of its own stock
belonging to the corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.
2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes
properly cast for election to any office shall elect to such office and a majority of the votes
properly cast upon any question other than an election to an office shall decide the question,
except when a larger vote is required by law, by the certificate of incorporation or by these
by-laws. 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.
2.7. Action without Meetings. Unless otherwise provided in the certificate of
incorporation, any action required or permitted to be taken by stockholders for or in connection
with any corporate action may be taken without a meeting, without prior notice and without a vote,
if a consent or consents 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 and shall be delivered to the corporation by delivery to its
registered office in the State of Delaware by hand or certified or registered mail, return receipt
requested, to its principal place of business or to an officer or agent of the corporation having
custody of the book in which
proceedings of meetings of stockholders are recorded. Each such written consent shall bear the
date of signature of each stockholder who signs the consent. No written consent shall be effective
to take the corporate action referred to therein unless written consents signed by a number of
stockholders sufficient to take such action are delivered to the corporation in the manner
specified in this paragraph within sixty days of the earliest dated consent so delivered.
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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be
filed with the records of the meetings of stockholders the writing or writings comprising such
consent.
If action is taken by less than unanimous consent of stockholders, prompt notice of the taking
of such action without a meeting shall be given to those who have not consented in writing and a
certificate signed and attested to by the secretary that such notice was given shall be filed with
the records of the meetings of stockholders.
In the event that the action which is consented to is such as would have required the filing
of a certificate under any provision of the General Corporation Law of the State of Delaware, if
such action had been voted upon by the stockholders at a meeting thereof, the certificate filed
under such provision shall state, in lieu of any statement required by such provision concerning a
vote of stockholders, that written consent has been given under Section 228 of said General
Corporation Law and that written notice has been given as provided in such Section 228.
2.8. Proxy Representation. Every stockholder may authorize another person or persons
to act for him by proxy in all matters in which a stockholder is entitled to participate, whether
by waiving notice of any meeting, objecting to or voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or
by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. 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. The authorization of a proxy may but need not be limited to specified
action; provided, however, that if a proxy limits its authorization to a meeting or meetings of
stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to
vote at any adjourned session but shall not be valid after the final adjournment thereof.
2.9.Inspectors. The directors or the person presiding at the meeting may, and shall if
required by applicable law, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon
the discharge of his duties, 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 his 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
inspectors shall make a report in writing of any challenge, question or matter determined by
them and execute a certificate of any fact found by them.
2.10. List of Stockholders. The secretary shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order and showing the address of each stockholder and the number
of shares registered in his name. The stock ledger shall be the only evidence as to who are
stockholders entitled to examine such list or to vote in person or by proxy at such meeting.
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Section 3.
BOARD OF DIRECTORS
3.1. Number. The corporation shall have one or more directors, the number of directors
to be determined from time to time by vote of a majority of the directors then in office. Except in
connection with the election of directors at the annual meeting of stockholders, the number of
directors may be decreased only to eliminate vacancies by reason of death, resignation or removal
of one or more directors. No director need be a stockholder.
3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation
or by these by-laws, each director shall hold office for a period of three years and until his
successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.
3.3. Powers. The business and affairs of the corporation shall be managed by or under
the direction of the board of directors who shall have and may exercise all the powers of the
corporation and do all such lawful acts and things as are not by law, the certificate of
incorporation or these by-laws directed or required to be exercised
or done by the stockholders.
3.4. Vacancies. Vacancies and any newly created directorships resulting from any
increase in the number of directors may be filled by vote of the holders of the particular class or
series of stock entitled to elect such director at a meeting called for the purpose, or by a
majority of the directors then in office, although less than a quorum, or by a sole remaining
director, in each case elected by the particular class or series of stock entitled to elect such
directors. When one or more directors shall resign from the board, effective at a future date, a
majority of the directors then in office, including those who have resigned, who were elected by
the particular class or series of stock entitled to elect such resigning director or directors
shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take
effect when such resignation or resignations shall become effective. The directors shall have and
may exercise all their powers notwithstanding the existence of one or more vacancies in their
number, subject to any requirements of law or of the certificate of incorporation or of these
by-laws as to the number of directors required for a quorum or for any vote or other actions.
3.5. Committees. The board of directors may, by vote of a majority of the whole board,
(a) designate, change the membership of or terminate the existence of any committee or
committees, each committee to consist of one or more of the directors; (b) designate one or more
directors as alternate members of any such committee who may replace any absent or disqualified
member at any meeting of the committee; and (c) determine the extent to which each such committee
shall have and may exercise the powers of the board of directors in the management of the business
and affairs of the corporation, including the power to authorize the seal of the corporation to be
affixed to all papers which require it and the power and authority to declare dividends or to
authorize the issuance of stock; excepting, however, such powers which by law, by the
certificate of incorporation or by these by-laws they are prohibited from so delegating. In the
absence or disqualification of any member of such committee and his alternate, if any, the member
or members thereof present at any meeting and not disqualified from voting, whether or not
constituting 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. 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 the board or such rules, its
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business shall be conducted as nearly as may be in the same manner as is provided by these
by-laws for the conduct of business by the board of directors. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors upon request.
3.6. Regular Meetings. Regular meetings of the board of directors may be held without call
or notice at such places within or without the State of Delaware and at such times as the board may
from time to time determine, provided that notice of the first regular meeting following any such
determination shall be given to absent directors. A regular meeting of the directors may be held
without call or notice immediately after and at the same place as the annual meeting of
stockholders.
3.7. Special Meetings. Special meetings of the board of directors may be held at any time
and at any place within or without the State of Delaware designated in the notice of the meeting,
when called by the chairman of the board, if any, the president, or by one-third or more in number
of the directors, reasonable notice thereof being given to each director by the secretary or by the
chairman of the board, if any, the president or any one of the directors calling the meeting.
3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by
United States mail at least forty-eight hours or by telegram at least twenty-four hours before the
meeting addressed to him at his usual or last known business or residence address or to give notice
to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any director who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to him. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.9. Quorum. Except as may be otherwise provided by law, by the certificate of
incorporation or by these by-laws, at any meeting of the directors, a majority of the directors
then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of
the total number of directors constituting the whole board. Any meeting may be adjourned from time
to time by a majority of the votes cast upon the question, whether or not a quorum is present, and
the meeting may be held as adjourned without further notice.
3.10. Action by Vote. Except as may be otherwise provided by law, by the certificate of
incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority
of the directors present shall be the act of the board of directors.
3.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting
of the board of directors or a committee thereof may be taken without a meeting if all the members
of the board or of such committee, as the case may be, consent thereto in writing, and such writing
or writings are filed with the records of the meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board
or of such committee, as the case may be.
3.12. Participation in Meetings by Conference Telephone. Members of the board of directors,
or any committee designated by such board, may participate in a meeting of such board or committee
by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other or by any other means permitted by law. Such
participation shall constitute presence in person at such meeting.
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3.13. Compensation. In the discretion of the board of directors, each director may be paid
such fees for his services as director and be reimbursed for his reasonable expenses incurred in
the performance of his duties as director as the board of directors from time to time may
determine. Nothing contained in this section shall be construed to preclude any director from
serving the corporation in any other capacity and receiving reasonable compensation therefor.
3.14. Interested Directors and Officers.
(a) No contract or transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership, association, or other
organization in which one or more of the corporations directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if:
(1) | The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or | ||
(2) | The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or | ||
(3) | The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders. |
(b) Common or interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which authorizes the contract or transaction.
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Section 4.
OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a
treasurer, a secretary and such other officers, if any, as the board of directors from time to time
may in its discretion elect or appoint including without limitation a chairman of the board, one or
more vice presidents and a controller. The corporation may also have such agents, if any, as the
board of directors from time to time may in its discretion choose. Any officer may be but none need
be a director or stockholder. Any two or more offices may be held by the same person. Any officer
may be required by the board of directors to secure the faithful performance of his duties to the
corporation by giving bond in such amount and with sureties or otherwise as the board of directors
may determine.
4.2. Powers. Subject to law, to the certificate of incorporation and to the other
provisions of these by-laws, each officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his office and such additional duties
and powers as the board of directors may from time to time designate.
4.3. Election. The officers may be elected by the board of directors at their first meeting
following the annual meeting of the stockholders or at any other time. At any time or from time to
time the directors may delegate to any officer their power to elect or appoint any other officer or
any agents.
4.4. Tenure. Each officer shall hold office until the third meeting of the board of
directors following the next annual meeting of the stockholders and until his respective successor
is chosen and qualified unless a shorter period shall have been specified by the terms of his
election or appointment, or in each case until he sooner dies, resigns, is removed or becomes
disqualified. Each agent shall retain his authority at the pleasure of the directors, or the
officer by whom he was appointed or by the officer who then holds agent appointive power.
4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the
board, if any, shall have such duties and powers as shall be designated from time to time by the
board of directors. Unless the board of directors otherwise specifies, the chairman of the board,
or if there is none the chief executive officer, shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.
Unless the board of directors otherwise specifies, the president shall be the chief executive
officer and shall have direct charge of all business operations of the corporation and, subject to
the control of the directors, shall have general charge and supervision of the business of the
corporation.
Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as
shall be designated from time to time by the board of directors or by the president.
4.6. Treasurer and Assistant Treasures. Unless the board of directors otherwise specifies, the
treasurer shall be the chief financial officer of the corporation and shall be in charge of its
funds and valuable papers, and shall have such other duties and powers as may be designated from
time to time by the board of directors or by the president. If no controller is
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elected, the treasurer shall, unless the board of directors otherwise specifies, also have the
duties and powers of the controller.
Any assistant treasurers shall have such duties and powers as shall be designated from time to time
by the board of directors, the president or the treasurer.
4.7.Controller and Assistant Controllers. If a controller is elected, he shall, unless the
board of directors otherwise specifies, be the chief accounting officer of the corporation and be
in charge of its books of account and accounting records, and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time by the board of
directors, the president or the treasurer.
Any assistant controller shall have such duties and powers as shall be designated from time to time
by the board of directors, the president, the treasurer or the controller.
4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the
stockholders, of the board of directors and of committees of the board of directors in a book or
series of books to be kept therefor and shall file therein all actions by written consent of
stockholders or directors. In the absence of the secretary from any meeting, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall
record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep
or cause to be kept the stock and transfer records of the corporation, which shall contain the
names and record addresses of all stockholders and the number of shares registered in the name of
each stockholder. He shall have such other duties and powers as may from time to time be designated
by the board of directors or the president.
Any assistant secretaries shall have such duties and powers as shall be designated from time to
time by the board of directors, the president or the secretary.
Section 5.
RESIGNATIONS AND REMOVALS
5.1. Any director or officer may resign at any time by delivering his resignation in writing to the
chairman of the board, if any, the president, or the secretary or to a meeting of the board of
directors. Such resignation shall be effective upon receipt unless specified to be effective at
some other time, and without in either case the necessity of its being accepted unless the
resignation shall so state. Except as may be otherwise provided by law, by the certificate of
incorporation or by these by-laws, a director (including persons elected by stockholders or
directors to fill vacancies in the board) may be removed from office with or without cause by the
vote of the holders of a majority of the issued and outstanding shares of the particular class or
series entitled to vote in the election of such directors. The board of directors may at any time
remove any officer either with or without cause. The board of directors may at any time terminate
or modify the authority of any agent.
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Section 6.
VACANCIES
6.1. If the office of the president or the vice president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the directors then in
office. If the office of any other officer becomes vacant, any person or body empowered to elect or
appoint that officer may choose a successor. Each such successor shall hold office for the
unexpired term, and in the case of the president, the vice president, the treasurer and the
secretary until his successor is chosen and qualified or in each case until he sooner dies,
resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as
specified in Section 3.4 of these by-laws.
Section 7.
CAPITAL STOCK
7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating
the number and the class and the designation of the series, if any, of the shares held by him, in
such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be
prescribed from time to time by the board of directors. Such certificate shall be signed by the
chairman or vice chairman of the board, if any, or the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all
the signatures on the certificate may be a facsimile. In case an officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on such 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 he were such officer, transfer agent or
registrar at the time of its issue.
7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon
such terms, including receipt of a bond sufficient to indemnify the corporation against any claim
on account thereof, as the board of directors may prescribe.
Section 8.
TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the
stock certificate, 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 therefor properly endorsed or
accompanied by a written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature as the board of
directors or the transfer agent of the corporation may reasonably require. Except as may be
otherwise required by law, by the certificate of incorporation or by these by-laws, 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 receive notice and to vote or to give any consent with
respect thereto and to be held liable for such calls and assessments, if any, as may
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lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock
until the shares have been properly transferred on the books of the corporation.
It shall be the duty of each stockholder to notify the corporation of his post office address.
8.2. 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 sixty nor less than ten days before the date of such meeting. If no such
record date is fixed by the board of directors, the record date for determining the 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 such record date has
been fixed by the board of directors, the record date for determining 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 of the State of Delaware, 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 registered office in Delaware by hand or certified
or registered mail, return receipt requested, to its principal place of business or to 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 of the State of
Delaware, 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 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 payment, exercise or other action. If no such 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.
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Section 9.
CORPORATE SEAL
9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a
flat-faced circular die with the word Delaware and the name of the corporation cut or engraved
thereon, together with such other words, dates or images as may be approved from time to time by
the directors.
Section 10.
EXECUTION OF PAPERS
10.1. Except as the board of directors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed
by the chairman of the board, if any, the president, a vice president
or the treasurer.
Section 11.
FISCAL YEAR
11.1. The fiscal year of the corporation shall end on the last day of December.
Section 12.
AMENDMENTS
12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors
then in office or by vote of a majority of the voting power of the stock outstanding and entitled
to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be
amended or reinstated by the stockholders or the directors.
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