Exhibit 3.2
BYLAWS
OF
SYNOPSYS, INC.
(restated on September 6, 2006)
ARTICLE I
OFFICES
Section 1.
The registered office shall be in the City of Wilmington, County of New
Castle, State of Delaware.
Section 2.
The corporation may also have offices at such other places both within
and without the state of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of
the stockholders for the election of Directors may be held at such place either
within or without the state of Delaware as shall be designated from time to
time by the Board of Directors (the “Board”) and stated in the notice of the
meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
state of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. The
Board of Directors may, in its sole discretion, determine that the meeting
shall not be held at any place, but may instead be held solely by means of
remote communication as provided under the Delaware General Corporation Law (“DGCL”).
Section 2. (a) Annual meetings of stockholders, commencing
with the year 1992, shall be held at such place, if any, date and hour as shall
be fixed by the Board and stated in the notice of the meeting, at which the
stockholders shall elect a Board of
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Directors, and transact such other business as may properly be brought
before the meeting.
(b) At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought before an annual
meeting, business must be: (A) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (C) otherwise
properly brought before the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than one hundred twenty (120) calendar days in advance of
the first anniversary of the corporation’s previous year’s annual meeting of
stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date of the previous year’s annual meeting
of stockholders, notice by the stockholder to be timely must be so received a reasonable
time before the solicitation is made. A
stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting: (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address, as they appear
on the corporation’s books, of the stockholder proposing such business, (iii)
the class and number of shares of the corporation which are beneficially owned
by the stockholder, (iv) any material interest of the stockholder in such
business and (v) any other information that is required to be provided by the
stockholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the “1934 Act”), in his capacity as a proponent to a
stockholder proposal.
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Notwithstanding the foregoing, in order to include information with
respect to a stockholder proposal in the proxy statement and form of proxy for
a stockholder’s meeting, stockholders must provide notice as required by the
regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at any annual meeting except in accordance with the procedures
set forth in this paragraph (b). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this paragraph (b), and, if he
should so determine, he shall so declare at the meeting that any such business
not properly brought before the meeting shall not be transacted.
(c) Only persons who are nominated in accordance
with the procedures set forth in this paragraph (c) shall be eligible for
election as Directors. Nominations of
persons for election to the Board of Directors of the corporation may be made
at the meeting of stockholders by or at the direction of the Board of Directors
or by any stockholder of the corporation entitled to vote in the election of
Directors at the meeting who complies with the notice procedures set forth in
this paragraph (c). Such nominations,
other than those made by or at the direction of the Board of Directors, shall
be made pursuant to timely notice in writing to the Secretary of the
corporation in accordance with the provisions of paragraph (b) of this Section
2.2. Such stockholder’s notice shall set
forth (i) as to each person, if any, whom the stockholder proposes to nominate
for election or re-election as a Director:
(A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person, (C) the
class and number of shares of the corporation which are beneficially owned by
such person, (D) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
stockholder, and (E) any other information relating to such person that is
required to be disclosed in
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solicitations of proxies for elections of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the 1934 Act (including
without limitation such person’s written consent to being named in the proxy
statement, if any, as a nominee and to serving as a Director if elected); and
(ii) as to such stockholder giving notice, the information required to be
provided pursuant to paragraph (b) of this Section 2. At the request of the Board of Directors, any
person nominated by the stockholder for election as a Director shall furnish to
the Secretary of the corporation that information required to be set forth in
the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a
Director of the corporation unless nominated in accordance with the procedures
set forth in this paragraph (c). The
chairman of the meeting shall, if the facts warrants, determine and declare at
the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.
Section 3. Written notice, or
notice by electronic transmission as permitted by the DGCL, of the annual
meeting stating the place, if any, date and hour of the meeting, and the means
of remote communications, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at such meeting, shall be given to
each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days before the date of the meeting.
Section 4. The officer who
has charge of the stock ledger of the corporation shall prepare and make, or
cause a third party to prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either
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at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings
of the stockholders, for any purpose or purposes, unless otherwise prescribed
by statute or by the certificate of incorporation, may be called by the
Chairman, President or Chief Executive Officer and shall be called by the
Chairman or
President or Secretary at the
request in writing of a majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice, or
notice by electronic transmission as permitted by the DGCL, of a special
meeting stating the place, if any, date and hour of the meeting, the means of
remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and the purpose or
purposes for which the meeting is called, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
stockholder entitled to vote at such meeting.
Section 7. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 8. The holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
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might
have been transacted at the meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is
present at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy and voting on
that particular matter shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the certificate of incorporation, a different vote is required, in which
case such express provision shall govern and control the decision of such
question.
Section 10. Unless otherwise
provided in the certificate of incorporation, each stockholder shall, at every
meeting of the stockholders, be entitled to one (1) vote in person or by proxy
for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three (3) years from its
date, unless the proxy provides for a longer period.
ARTICLE III
DIRECTORS
Section 1. The number of
Directors which shall constitute the whole Board of Directors shall be
determined by resolution of the Board of Directors. The Directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each Director elected shall hold office until his successor is elected and
qualified. Directors need not be
stockholders.
Section 2. Vacancies and
newly-created directorships may be filled only by vote of at least two-thirds
(2/3rds) of the Directors then in office, though less than a quorum, or by a
sole remaining Director, except that in the event a Director is removed by the
stockholders for cause, the stockholders shall be entitled to fill the vacancy
created as a
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result
of such removal. The Directors so chosen
shall serve for the remainder of the term of the vacated directorships being
filled and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no
Directors in office, then an election of Directors may be held in the manner
provided by statute.
Section 3. The business of
the corporation shall be managed by, or under the direction of, its Board of
Directors, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the certificate of
incorporation or by these bylaws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of
Directors of the corporation may hold meetings, both regular and special,
either within or without the state of Delaware.
Section 5. Intentionally
omitted.
Section 6. Regular meetings
of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by the Board.
Section 7. Special meetings
of the Board may be called by the Chairman or
President
on four (4) days’ notice to each Director by mail or forty-eight (48) hours’
notice to each Director either personally or by telephone, telegram, electronic
transmission or facsimile; special meetings shall be called by the Chairman or
President or Secretary in like manner and on like notice on
the request in writing or by electronic transmission of two (2) Directors
unless the Board consists of only one (1) Director, in which case special
meetings shall be called by the Chairman or
President or
Secretary in like manner and on like notice on the request in writing or by
electronic transmission of the sole Director.
A written waiver of notice, signed by the person entitled thereto, or
waiver of notice by electronic transmission sent by such person, whether before
or after the time of the meeting stated therein, shall be deemed equivalent to
notice.
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Section 8. At all meetings of
the Board of Directors a majority of the Directors then in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the certificate of incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting, if all members of the
Board or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic
form or paper form if the minutes are maintained in electronic form.
Section 10. Unless otherwise
restricted by the certificate of incorporation or these bylaws, members of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of the
Directors of the corporation. The Board
may designate one or more Directors
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as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.
In the absence of disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation’s
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the bylaws of the
corporation; and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. The provisions
relating to the holding of Board of Directors meetings, including the
provisions regarding the time, place, notice, waiver, quorum, action by written
consent in lieu of meetings, and telephonic attendance, shall apply equally to
committee meetings.
Section 12. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise
restricted by the certificate of incorporation or these bylaws, the Board of
Directors shall have the authority to fix the compensation of
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Directors. Director compensation may include, among
other things, payment of his expenses, if any, of attendance at each meeting of
the Board of Directors, payment of a fixed sum for attendance at each meeting
of the Board of Directors or payment of a stated salary as Director. No such payment shall preclude any Director
from serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise
restricted by the certificate of incorporation or by law, any Director or the
entire Board of Directors may be removed, with or without cause, by the holders
of a majority of shares entitled to vote at an election of Directors.
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ARTICLE IV
NOTICES
Section 1. Whenever, under
the provisions of the statutes or of the certificate of incorporation or of
these bylaws, notice is required to be given to any Director or stockholder, it
shall not be construed to mean personal notice (except as provided in Section 7
of Article III of these bylaws), but such notice may be given in writing, by
mail, addressed to such Director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, or by electronic
transmission as permitted by the DGCL, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail or
transmitted electronically. Notice to
Directors may also be given by telephone, telegram or facsimile.
Section 2. Whenever any
notice is required to be given under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, or waiver of notice by
electronic transmission sent by such person or persons, whether before or after
the time stated therein, shall be deemed equivalent thereto.
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ARTICLE V
OFFICERS
Section
1. The officers of the corporation
shall be chosen by the Board of Directors and shall be a Chief Executive
Officer, a President, a Chief Financial Officer, a Secretary and a
Treasurer. The Board of Directors may
elect from among its members a Chairman of the Board and a Vice Chairman of the
Board. The Board of Directors may also
choose one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. Any number of offices may be
held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.
Section 2. The Board of
Directors, at its first meeting in each fiscal year, shall choose a Chairman, a
Chief Executive Officer, a President, a Chief Financial Officer, a Secretary
and a Treasurer.
Section 3. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.
Section 4. The salaries of
all officers of the corporation shall be fixed by the Board of Directors. The salaries of agents of the corporation
shall, unless fixed by the Board of Directors, be fixed by the President or any
Vice President of the corporation.
Section 5. The officers of
the corporation shall hold office until their successors are chosen and
qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
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CHAIRMAN OF THE BOARD
Section
6. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present. He shall
perform other duties commonly incident to the office and shall also perform
such other duties and have such other powers as the Board of Directors shall
designate from time to time..
Section 7. In the absence of
the Chairman of the Board or the Vice Chairman of the Board, if any, the
President shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present.
He shall have and may exercise such powers as are, from time to time,
assigned to him by the Board and as may be provided by law.
CHIEF EXECUTIVE
OFFICER
Section 8. If the Chairman of
the Board of Directors has not been appointed or is not present, the Chief
Executive Officer shall preside at all meetings of the stockholders and at all
meetings of the Board of Directors. The Chief Executive Officer shall perform
other duties commonly incident to the office and shall also perform such other
duties and have such other powers, as the Board of Directors shall designate
from time to time.
PRESIDENT AND VICE PRESIDENTS
Section 9. The President
shall be the Chief Executive Officer of the corporation in the event that there
is not another person designated as the Chief Executive Officer by the Board of
Directors, and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and affairs of the
corporation. The President shall perform other duties commonly incident to the
office and shall also perform such other duties and have such other powers as
the Board of Directors shall designate from time to time.
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Section 10. The Chairman, the
Chief Executive Officer, the President, the Chief Financial Officer, any Vice
President or the Secretary shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
Section 11. In the absence of
the Chairman, Chief Executive Officer or the President or in the event of their
inability or refusal to act, the Vice President, if any, (or in the event there
be more than one Vice President, the Vice Presidents in the order designated by
the Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
President.
CHIEF FINANCIAL OFFICER
Section 12. The Chief Financial
Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial
affairs of the corporation in such form and as often as required by the Board
of Directors or the Chief Executive Officer. The Chief Financial Officer,
subject to the order of the Board of Directors, shall have the custody of all
funds and securities of the corporation. The Chief Financial Officer shall
perform other duties commonly incident to the office and shall also perform
such other duties and have such other powers as the Board of Directors or the
Chief Executive Officer shall designate from time to time. The Chief Executive
Officer may direct the Vice President and Controller, Treasurer or any
Assistant Treasurer or Assistant Controller, to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
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Financial
Officer and, in the absence or disability of the Chief Financial Officer, each such
officer shall perform other duties commonly incident to the office and shall
also perform such other duties and have such other powers as the Board of
Directors or the Chief Executive Officer shall designate from time to time.
SECRETARY AND ASSISTANT SECRETARY
Section 13. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or Chairman, under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 14. The Assistant
Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election) shall, in the absence of the Secretary or
in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
TREASURER AND ASSISTANT TREASURERS
Section 15. The Treasurer shall
be the Chief Financial Officer of the corporation in the event that there is
not another person designated as the Chief Financial Officer by
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the
Board of Directors, and shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.
Section 16. The Treasurer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
Section 17. If required by the
Board of Directors, the Treasurer shall give the corporation a bond (which
shall be renewed every six (6) years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section 18. The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in the
order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall, in the absence of
the Treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
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ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of
stock in the corporation shall be entitled to have a certificate, signed by, or
in the name of the corporation by, the Chairman or Vice Chairman of the Board
of Directors, or the President or a Vice President and 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.
Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or summarized
on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, provided that, except as otherwise
provided in section 202 of the General Corporation Law of Delaware, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, 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.
Section 2. Any or all of the
signatures on the certificate may be 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.
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LOST CERTIFICATES
Section 3. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to
the corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. 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, or to express
consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or 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 Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A determination of stockholders of record
entitled to notice of, or to vote at, a meeting of stockholders shall
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apply
to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date
for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation
shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered on its
books as the owner of shares and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the state of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the
capital stock of the corporation, subject to the provisions of the certificate
of incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of
any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the Directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the Directors shall
think conducive to the interest of the corporation, and the Directors may
modify or abolish any such reserve in the manner in which it was created.
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CHECKS
Section 3. All checks or
demands for money and notes of the corporation shall be signed by such officer
or officers or such other person or persons as the Board of Directors may from
time to time designate.
FISCAL YEAR
Section 4. The fiscal year of
the corporation shall be fixed by resolution of the Board of Directors.
SEAL
Section 5. The Board of Directors
may adopt a corporate seal having inscribed thereon the name of the
corporation, the year of its organization and the words “Corporate Seal,
Delaware.” The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
INDEMNIFICATION
Section 6. The corporation
shall indemnify its officers and Directors to the full extent permitted by the
General Corporation Law of Delaware.
Without limiting the generality of the preceding sentence, the
corporation shall indemnify to the full extent permitted by, and in the manner
permissible under, the laws of the state of Delaware any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he, his
testator or intestate is or was a Director or officer of the corporation or any
predecessor of the corporation, or served any other enterprise as a Director or
officer at the request of the corporation or any predecessor of the
corporation.
Expenses incurred by a Director or officer of the corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he is or was a Director or officer of the corporation (or was serving at
the corporation’s request as a Director or officer of another enterprise or
corporation) shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
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undertaking
by or on behalf of such Director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant sections of the General Corporation Law
of Delaware.
The foregoing provisions of this Article VII shall be deemed to be a
contract between the corporation and each Director and officer who serves in
such capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole or in part
upon any such state of facts.
The Board of Directors in its discretion shall have power on behalf of
the corporation to indemnify any person, other than a Director or officer, made
a party to any action, suit or proceeding by reason of the fact that he, his
testator or intestate, is or was an employee or agent of the corporation and to
pay the expenses incurred by any such person in defending such action, suit or
proceeding.
The foregoing rights of indemnification shall not be deemed exclusive
of any other rights to which any Director or officer may be entitled apart from
the provisions of this Article VII.
ARTICLE VIII
AMENDMENTS
Any bylaw (including these bylaws) may be adopted, amended or repealed
by the vote of the holders of a majority of the shares then entitled to vote at
an election of Directors, or by vote of the Board or by the Directors’ written
consent pursuant to Section 9 of Article III.
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