Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMC Networks Inc. | y91900e8vk.htm |
EX-99.2 - EX-99.2 - AMC Networks Inc. | y91900exv99w2.htm |
EX-99.4 - EX-99.4 - AMC Networks Inc. | y91900exv99w4.htm |
EX-99.1 - EX-99.1 - AMC Networks Inc. | y91900exv99w1.htm |
EX-99.3 - EX-99.3 - AMC Networks Inc. | y91900exv99w3.htm |
Exhibit 99.5
AMENDED BY-LAWS
OF
AMC NETWORKS INC.
(A DELAWARE CORPORATION)
AMENDED EFFECTIVE AS OF JUNE 30, 2011
AMC NETWORKS INC.
BY-LAWS
TABLE OF CONTENTS
BY-LAWS
TABLE OF CONTENTS
Page | ||||
Article I Stockholders |
1 | |||
1. Certificates; Uncertificated Shares |
1 | |||
2. Fractional Share Interests |
2 | |||
3. Stock Transfers |
2 | |||
4. Record Date for Stockholders |
2 | |||
5. Meaning of Certain Terms |
3 | |||
6. Stockholder Meetings |
3 | |||
Article II Directors |
6 | |||
1. Functions and Definitions |
6 | |||
2. Qualifications and Number |
7 | |||
3. Election and Term |
7 | |||
4. Meeting |
7 | |||
5. Removal of Directors |
8 | |||
6. Action in Writing |
8 | |||
7. Executive Committee |
8 | |||
8. Other Committees |
9 | |||
Article III Officers |
10 | |||
1. Executive Officers |
10 | |||
2. Term of Office; Removal |
10 | |||
3. Authority and Duties |
10 | |||
4. The Chairman |
10 | |||
Article IV Voting of Stock in Other Companies |
10 | |||
Article V Corporate Seal and Corporate Books |
11 | |||
Article VI Fiscal Year |
11 | |||
Article VII Control over By-Laws |
11 | |||
Article VIII Indemnification |
11 |
AMENDED BY-LAWS
OF
AMC NETWORKS INC.
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
1. Certificates; Uncertificated Shares. The shares of stock in the corporation shall be
represented by certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of the corporations stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented by a certificate
theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the
adoption of such a resolution by the Board, to the extent, if any, required by applicable law,
every holder of stock in the corporation represented by a certificate shall be entitled to have a
certificate signed by, or in the name of, the corporation by the Chairman, the Chief Executive
Officer or Vice Chairman, if any, or by the President, if any, or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation
certifying the number of shares owned by him in the corporation. If such certificate is
countersigned by a transfer agent other than the corporation or its employee or by a registrar
other than the corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, and whenever the corporation shall issue any shares of its
stock as partly paid stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by the General
Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the certificate representing such
shares. Within a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice containing the information
required by law to be set forth or stated on certificates or a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
The corporation may issue a new certificate of stock in place of any certificate theretofore
issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of any lost, stolen, or destroyed certificate, or such owners legal
representative, to give the corporation a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. Fractional Share Interests. The corporation may, but shall not be required to, issue
fractions of a share. In lieu thereof it shall either pay in cash the fair value of fractions of a
share, as determined by the Board of Directors, to those entitled thereto or issue scrip or
fractional warrants in registered form, either represented by a certificate or uncertificated, or
bearer form over the manual or facsimile signature of an officer of the corporation or of its
agent, exchangeable as therein provided for full shares, but such scrip or fractional warrants
shall not entitle the holder to any rights of a stockholder except as therein provided. Such scrip
or fractional warrants may be issued subject to the condition that the same shall become void if
not exchanged for certificates representing full shares of stock or uncertificated full shares of
stock before a specified date, or subject to the condition that the shares of stock for which such
scrip or fractional warrants are exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of such scrip or fractional warrants, or subject to any other
conditions which the Board of Directors may determine.
3. Stock Transfers. Upon compliance with provisions restricting the transfer or registration
of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of
the corporation shall be made only on the stock ledger of the corporation by the registered holder
thereof, or by such holders attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and,
in the case of shares represented by certificates, on surrender of the certificate or certificates
for such shares of stock properly endorsed and the payment of all taxes due thereon.
4. Record Date for Stockholders. For the purpose of determining the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, or for the purpose
of determining stockholders entitled to receive payment of any dividend or other distribution or
the allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action, the directors may
fix, in advance, a date as the record date for any such determination of stockholders. Such date
shall not be more than sixty days nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no record date is fixed, the record date for the
determination of 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; 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 thereto.
When a determination of stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this paragraph, such determination shall apply to any
adjournment thereof; provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
-2-
5. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat, the term share or shares or
share of stock or shares of stock or stockholder or stockholders refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class upon which or upon whom the certificate of
incorporation confers such rights where there are two or more classes or series of shares of stock
or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the
certificate of incorporation may provide for more than one class or series of shares of stock, one
or more of which are limited or denied such rights thereunder; provided, however, that no such
right shall vest in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the provisions of the
certificate of incorporation, including any Preferred Stock which is denied voting rights under the
provisions of the resolution or resolutions adopted by the Board of Directors with respect to the
issuance thereof.
6. Stockholder Meetings.
Time. The annual meeting shall be held on the date and at the time fixed, from time to time,
by the directors. A special meeting shall be held on the date and at the time fixed by the
directors.
Place. Annual meetings and special meetings shall be held at such place, within or without
the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall
fail to fix such place, the meeting shall be held at the registered office of the corporation in
the State of Delaware.
Call. Annual meetings and special meetings may be called by the Board of Directors only.
Notice or Waiver of Notice. Notice of all meetings shall be given, stating the place, date,
and hour of the meeting. The notice of an annual meeting shall state that the meeting is called
for the election of directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a special meeting is to
be taken at such annual meeting) state such other action or actions as are known at the time of
such notice. The notice of a special meeting shall in all instances state the purpose or purposes
for which the meeting is called. If any action is proposed to be taken which would, if taken,
entitle stockholders to receive payment for their shares of stock, the notice shall include a
statement of that purpose and to that effect. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail or in
such other manner as may be permitted by the General Corporation Law, not less than ten days nor
more than sixty days before the date of the meeting, unless the lapse of the prescribed period of
time shall have been waived, and directed to each stockholder at such stockholders record address
or at such other address which he may have furnished for such purpose in writing to the Secretary
of the corporation. Notice by mail shall be deemed to be given when deposited, with postage
thereof prepaid, in the United States mail. If a meeting is adjourned to another time, not
-3-
more than thirty days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of notice before or after
the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified in any written
waiver of notice.
Stockholder List. There shall be prepared and made, at least ten days before every meeting of
stockholders, a complete list of the stockholders, 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 ten days prior to the meeting
either at a place within the city or other municipality or community 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 thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the books of the corporation, or to
vote at any meeting of stockholders.
Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the
following officers in the order or seniority and if present and acting, the Chairman, if any, the
Executive Chairman, if any, the Chief Executive Officer, if any, a Vice Chairman, if any, the
President, if any, a Vice President, a chairman for the meeting chosen by the Board of Directors,
or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his or her absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is
present, the chairman for the meeting shall appoint a secretary of the meeting. The presiding
officer shall: call the meeting to order; determine when proxies must be filed with the secretary
of the meeting; open the polls, establish the time period for which polls remain open and close the
polls; decide who may address the meeting and generally determine the order of business and time
for adjournment of the meeting. The presiding officer shall also maintain proper and orderly
conduct, and shall take all means reasonably necessary to prevent or cease disruptions, personal
attacks or inflammatory remarks at the meeting. In addition to the powers and duties specified
herein, the presiding officer shall have the authority to make all other determinations necessary
for the order and proper conduct of the meeting.
Proxy Representation. Every stockholder may authorize another person or persons to act for
such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether
by waiving notice of any meeting or voting or participating at a meeting. Such authorization may
take any form permitted by the General Corporation Law. 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,
-4-
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.
Inspectors and Judges. The directors, in advance of any meeting, may, but need not, appoint
one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting
or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed,
the person presiding at the meeting may, but need not, appoint one or more inspectors or judges.
In case any person who may be appointed as an inspector or judge fails to appear or act, the
vacancy may be filled by appointment made by the person presiding thereat. Each inspector or
judge, if any, before entering upon the discharge of such inspectors duties, shall take and sign
an oath faithfully to execute the duties of inspector or judge at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors or judges, 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 or ballots, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes or ballots, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors or judge or judges,
if any, shall make a report in writing of any challenge, question or matter determined by such
inspector(s) and execute a certificate of any fact found by such inspector(s).
Quorum. Except as the General Corporation Law or these by-laws may otherwise provide, the
holders of a majority of the votes represented by the outstanding shares of stock entitled to vote
shall constitute a quorum at a meeting of stockholders for the transaction of any business;
provided, however, that if the certificate of incorporation or the General Corporation Law provides
that voting on a particular action is to be by class, a majority of the votes represented by the
outstanding shares of stock of such class shall constitute a quorum at a meeting of stockholders
for the authorization of such action. The stockholders present may adjourn the meeting despite the
absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders.
Voting. Except as otherwise provided in these by-laws, the certificate of incorporation or,
with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing
for the issuance thereof, and except as otherwise provided by the General Corporation Law, at every
meeting of the stockholders, each stockholder entitled to vote at such meeting shall be entitled to
the number of votes as specified, and to the extent provided for, in the certificate of
incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of
Directors providing for the issuance thereof, in person or by proxy, for each share of stock
entitled to vote held by such stockholder. In the election of directors, a plurality of the votes
cast by each class of stock, voting separately as a class, shall elect the directors that such
class is authorized to elect as specified, and to the extent provided for, in the certificate of
incorporation. Any other action shall be authorized by a majority of the votes cast except where
the certificate of incorporation or the General Corporation Law prescribes a different percentage
of votes and/or a different exercise of voting power. Voting by ballot shall not be required for
corporate action except as otherwise provided by the General Corporation Law.
-5-
Advance Notice of Stockholder Proposals. At any annual or special meeting of stockholders,
proposals by stockholders and persons nominated for election as directors by stockholders shall be
considered only if advance notice thereof has been timely given as provided herein. Notice of any
proposal to be presented by any stockholder or of the name of any person to be nominated by any
stockholder for election as a director of the corporation at any meeting of stockholders shall be
given to the Secretary of the corporation not less than 60 nor more than 90 days prior to the date
of the meeting; provided, however, that if the date of the meeting is publicly announced or
disclosed less than 70 days prior to the date of the meeting, such notice shall be given not more
than ten days after such date is first so announced or disclosed. No additional public
announcement or disclosure of the date of any annual meeting of stockholders need be made if the
corporation shall have previously disclosed, in these by-laws or otherwise, that the annual meeting
in each year is to be held on a determinable date, unless and until the Board of Directors
determines to hold the meeting on a different date. Any stockholder who gives notice of any such
proposal shall deliver therewith the text of the proposal to be presented and a brief written
statement of the reasons why such stockholder favors the proposal and setting forth such
stockholders name and address, the number and class of all shares of each class of stock of the
corporation beneficially owned by such stockholder and any material interest of such stockholder in
the proposal (other than as a stockholder). Any stockholder desiring to nominate any person for
election as a director of the corporation shall deliver with such notice a statement in writing
setting forth the name of the person to be nominated, the number and class of all shares of each
class of stock of the corporation beneficially owned by such person, the information regarding such
person required by Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange
Commission applicable to the corporation), such persons signed consent to serve as a director of
the corporation if elected, such stockholders name and address and the number and class of all
shares of each class of stock of the corporation beneficially owned by such stockholder. As used
herein, shares beneficially owned shall mean all shares as to which such person, together with
such persons affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act
of 1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
and Exchange Act of 1934, as well as all shares as to which such person, together with such
persons affiliates and associates, has the right to become the beneficial owner pursuant to any
agreement or understanding, or upon the exercise of warrants, options or rights to convert or
exchange (whether such rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting shall determine whether such notice
has been duly given and shall direct that proposals and nominees not be considered if such notice
has not been given.
ARTICLE II
DIRECTORS
1. Functions and Definitions. The business of the corporation shall be managed by or under
the direction of the Board of Directors of the corporation. The use of the phrase whole Board of
Directors herein refers to the total number of directors which the corporation would have if there
were no vacancies.
-6-
2. Qualifications and Number. A director need not be a stockholder, a citizen of the United
States, or a resident of the State of Delaware. The initial Board of Directors shall consist of 12
persons. Thereafter the number of directors constituting the whole Board of Directors shall be at
least three. Subject to the foregoing limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the Board of Directors only, or, if the number
is not fixed, the number shall be 12.
3. Election and Term. The first Board of Directors shall be elected by the incorporator and
shall hold office until the next election of the class for which such directors have been chosen
and until their successors have been elected and qualified or until their earlier resignation or
removal. Any director may resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an annual meeting of stockholders, and directors who are elected in
the interim to fill vacancies and newly created directorships, shall hold office for the term of
the class for which such directors shall have been chosen and until their successors have been
elected and qualified or until their earlier resignation or removal. In the interim between annual
meetings of stockholders or of special meetings of stockholders called for the election of
directors and/or for the removal of one or more directors and for the filling of any vacancies in
the Board of Directors, including vacancies resulting from the removal of directors for cause or
without cause, any vacancy in the Board of Directors may be filled as provided in the certificate
of incorporation.
4. Meeting.
Time. Meetings shall be held at such time as the Board of Directors shall fix.
First Meeting. The first meeting of each newly elected Board of Directors may be held
immediately after each annual meeting of the stockholders at the same place at which the annual
meeting of stockholders is held, and no notice of such meeting shall be necessary, provided a
quorum shall be present. In the event such first meeting is not so held immediately after the
annual meeting of the stockholders, it may be held at such time and place as shall be specified in
the notice given as hereinafter provided for special meetings of the Board of Directors, or at such
time and place as shall be fixed by the consent in writing of all of the directors.
Place. Meetings, both regular and special, shall be held at such place within or without the
State of Delaware as shall be fixed by the Board of Directors.
Call. No call shall be required for regular meetings for which the time and place have been
fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice
Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the
directors in office.
Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for
which the time and place have been fixed. Written, oral, electronic or any other mode of notice of
the time and place shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat. The notice of any meeting need not specify
-7-
the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any
director who signs a written waiver of such notice before or after the time stated therein.
Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of
notice of such meeting, except when the director attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum
except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum; provided, however, that such majority shall constitute at least
one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the
Board of Directors by means of a conference telephone or similar communications equipment by means
of which all directors participating in the meeting can hear each other, and such participation in
a meeting of the Board of Directors shall constitute presence in person at such meeting. A
majority of the directors present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as herein otherwise provided, and except as otherwise provided by
the General Corporation Law or the certificate of incorporation, the act of the Board of Directors
shall be the act by vote of a majority of the directors present at a meeting, a quorum being
present. The quorum and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these by-laws which govern a meeting of directors
held to fill vacancies and newly created directorships in the Board of Directors.
Chairman of the Meeting. The Chairman, if any and if present and acting, shall preside at all
meetings; otherwise, any other director chosen by the Board of Directors shall preside.
5. Removal of Directors. Any or all of the directors may be removed for cause or without
cause by the stockholders; provided, however, that so long as the certificate of incorporation
provides that each class of stock, voting separately as a class, shall elect a certain percentage
of directors, a director may be removed without cause by stockholders only by the vote of the class
of stock, voting separately as a class, that either elected such director or elected the
predecessor of such director whose position was filled by such director due to the predecessor
directors death, resignation or removal.
6. Action in Writing. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if all members of the
Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or committee.
7. Executive Committee.
Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors
of the corporation of such number of members as shall be determined from time to time by the Board
of Directors. The term of office of each member of the Executive
-8-
Committee shall be co-extensive with the term of such members office as director. Any member
of the Executive Committee who shall cease to be a director of the corporation shall ipso facto
cease to be a member of the Executive Committee. A majority of the members of the Executive
Committee shall constitute a quorum for the valid transaction of business. The Executive Committee
may meet at stated times or on two days notice by any member of the Executive Committee to all
other members, by delivered letter, by mail, by courier service or by email. The provisions of
Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors
and participation at meetings of the Board of Directors by means of a conference telephone or
similar communications equipment shall apply to meetings of the Executive Committee. The
provisions of Section 6 of this Article II with respect to action taken by a committee of the Board
of Directors without a meeting shall apply to action taken by the Executive Committee. The
Executive Committee 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, except as limited by
the General Corporation Law. The Executive Committee shall have power to make rules and
regulations for the conduct of its business. Vacancies in the membership of the Executive
Committee shall be filled by the Board of Directors from among the directors at a regular meeting,
or at a special meeting held for that purpose.
Chairman and Secretary. The Executive Committee shall elect from its own members a chairman
who shall hold office during the term of such persons office as a member of the Executive
Committee. When present, the chairman shall preside over all meetings of the Executive Committee.
The Executive Committee shall also elect a secretary of the Executive Committee who shall attend
all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such
secretary shall be a member of the Board of Directors and may, but need not, be a member of the
Executive Committee.
Minutes. The Executive Committee shall keep minutes of its acts and proceedings which shall
be submitted at the next meeting of the Board of Directors, and any action taken by the Board of
Directors with respect thereto shall be entered in the minutes of the Board of Directors.
Meetings. The Executive Committee may hold meetings, both regular and special, either within
or without the State of Delaware, as shall be set forth in the Notice of the Meeting or in a duly
executed Waiver of Notice thereof.
8. Other Committees. The Board of Directors may from time to time, by resolution adopted by
affirmative vote of a majority of the whole Board of Directors, appoint other committees of the
Board of Directors which shall have such powers and duties as the Board of Directors may properly
determine. No such other committee of the Board of Directors shall be composed of fewer than two
directors. Meetings of such committees of the Board of Directors may be held at any place, within
or without the State of Delaware, from time to time designated by the Board of Directors or the
committee in question. Such committees may meet at stated times or on two days notice by any
member of such committee to all other members, by delivered letter, by mail, by courier service or
by email. The provisions of Section 4 of this Article II with respect to waiver of notice of
meetings of the Board of Directors and participation at meetings of the Board of Directors by means
of a conference telephone or similar communications equipment shall apply to meetings of such other
committees.
-9-
ARTICLE III
OFFICERS
1. Officers. The directors may elect or appoint an Executive Chairman, a Chief Executive
Officer, a Chief Operating Officer, a Chief Financial Officer, a Chief Accounting Officer, one or
more Vice Chairmen, a President, one or more Vice Presidents (one or more of whom may be
denominated Executive Vice President or Senior Vice President), a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more
Assistant Controllers and such other officers as they may determine. Any number of offices may be
held by the same person.
2. Term of Office; Removal. Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of Directors following
the next annual meeting of stockholders and until such officers successor has been elected and
qualified. The Board of Directors may remove any officer for cause or without cause.
3. Authority and Duties. All officers, as between themselves and the corporation, shall have
such authority and duties as generally pertain to their respective offices, as well as such powers
and duties as from time to time may be conferred by these by-laws, or, to the extent not so
provided, by the Board of Directors. The Board of Directors may delegate to the Chairman or to the
Chief Executive Officer the power and authority to define the authority and duties of any or all of
the other officers of the corporation.
4. The Chairman. The Chairman, if any, shall preside at all meetings of the Board of
Directors; otherwise, any other director chosen by the Board of Directors shall preside. The
Chairman, if any, shall have such additional duties as the Board of Directors may prescribe. As
used in these by-laws, the term Chairman means the Executive Chairman if any.
ARTICLE IV
VOTING OF STOCK IN OTHER COMPANIES
Unless otherwise ordered by the Board of Directors, the Chairman, if any, the Executive
Chairman, the Chief Executive Officer, a Vice Chairman, the President, a Vice President, the
Secretary or the Treasurer shall have full power and authority on behalf of the corporation to
attend and to act and vote at any meetings of stockholders of any corporation, or to execute
written consents as a stockholder of any corporation, in which the corporation may hold stock and
at any such meeting, or in connection with any such consent, shall possess and exercise any and all
of the rights and powers incident to the ownership of such stock which as the owner thereof the
corporation might have possessed and exercised if present or any of the foregoing officers of the
corporation may in his or her discretion give a proxy or proxies in the name of the corporation to
any other person or persons, who may vote said stock, execute any written consent, and exercise any
and all other rights in regard to it here accorded to the officers. The Board of Directors by
resolution from time to time may limit or curtail such power. The
-10-
officers named above shall have the same powers with respect to entities which are not
corporations.
ARTICLE V
CORPORATE SEAL AND CORPORATE BOOKS
The corporate seal shall be in such form as the Board of Directors shall prescribe.
The books of the corporation may be kept within or without the State of Delaware, at such
place or places as the Board of Directors may, from time to time, determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to change, by the
Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to amend, alter, and repeal these by-laws and to adopt new by-laws shall be vested
in both the Board of Directors and the stockholders entitled to vote in the election of directors.
ARTICLE VIII
INDEMNIFICATION
A. The corporation shall indemnify each person who was or is made a party or is threatened to
be made a party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter 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, officer, employee or agent of another corporation or 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 official capacity as a director, officer,
employee or agent or alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the 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 expense, liability and
loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred by such person in connection with such proceeding.
Such indemnification shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall
-11-
inure to the benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right and shall include the right to
be paid by the corporation the expenses incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the General Corporation Law so requires, the payment
of such expenses incurred by a director or officer in advance of the final disposition of a
proceeding shall be made only upon receipt by the corporation of an undertaking by or on behalf of
such person to repay all amounts so advanced if it shall ultimately be determined that such person
is not entitled to be indemnified by the corporation as authorized in this Article or otherwise.
B. The right to indemnification and advancement of expenses conferred on any person by this
Article shall not limit the corporation from providing any other indemnification permitted by law
nor shall it be deemed exclusive of any other right which any such person may have or hereafter
acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote
of stockholders or disinterested directors or otherwise.
C. The corporation may purchase and maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the corporation or another corporation, partnership,
joint venture, or other enterprise against any 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 General Corporation Law.
-12-