Exhibit 3.94
THE XXXX XXXXX GROUP (PJC) USA, INC.
(a Delaware corporation)
BY-LAWS
TABLE OF CONTENTS
Title Page
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Article I - General.................................................... 1
Section 1.1. Offices............................................... 1
Section 1.2. Seal.................................................. 1
Section 1.3. Fiscal Year........................................... 1
Article II - Stockholders.............................................. 1
Section 2.1 Place of Meeting...................................... 1
Section 2.2. Annual Meeting........................................ 1
Section 2.3. Quorum................................................ 1
Section 2.4. Right to Vote; Proxies................................ 2
Section 2.5. Record Date........................................... 2
Section 2.6. Voting................................................ 2
Section 2.7. Notice of Annual Meetings............................. 3
Section 2.8. Stockholders' List.................................... 3
Section 2.9. Special Meetings...................................... 3
Section 2.10. Notice of Special Meetings............................ 3
Section 2.11. Stockholders' Action by Consent....................... 4
Article III - Directors................................................ 4
Section 3.1. Number of Directors................................... 4
Section 3.2. Change in Number of Directors; Vacancies.............. 4
Section 3.3. Resignation........................................... 5
Section 3.4. Removal............................................... 5
Section 3.5. Place of Meetings and Books........................... 5
Section 3.6. General Powers........................................ 5
Section 3.7. Executive Committee................................... 5
Section 3.8. Other Committees...................................... 5
Section 3.9. Power Denied to Committees............................ 6
Section 3.10. Substitute Commitee Member............................ 6
Section 3.11. Compensation of Directors............................. 6
Section 3.12. Notice of Meetings.................................... 7
Section 3.13. Regular Meetings...................................... 7
Section 3.14. Special Meetings...................................... 7
Section 3.15. Quorum................................................ 7
Section 3.16. Telephonic Participation in Meetings.................. 7
Section 3.17. Action by Consent..................................... 7
(i)
THE XXXX XXXXX GROUP (PJC) USA, INC.
(a Delaware corporation)
BY-LAWS
Title Page
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Article IV - Officers.................................................. 8
Section 4.1. Selection; Statutory Officers......................... 8
Section 4.2. Time of Election...................................... 8
Section 4.3. Additional Officers................................... 8
Section 4.4. Terms of Office....................................... 8
Section 4.5. Compensation of Officers.............................. 8
Section 4.6. Chairman of the Board................................. 8
Section 4.7. President............................................. 9
Section 4.8. Vice-Presidents....................................... 9
Section 4.9. Treasurer............................................. 9
Section 4.10. Secretary............................................. 10
Section 4.11. Assistant Secretary................................... 10
Section 4.12. Assistant Treasurer................................... 10
Section 4.13. Subordinate Officers.................................. 10
Article V - Stock...................................................... 11
Section 5.1. Stock................................................. 11
Section 5.2. Transfers of Stock.................................... 11
Section 5.3. Record Date........................................... 12
Section 5.4. Transfer Agent and Registrar.......................... 12
Section 5.5. Dividends............................................. 12
1. Power to Declare............................................... 12
2. Reserves....................................................... 12
Section 5.6. Lost, Stolen or Destroyed Certificates................ 12
Section 5.7. Inspection of Books................................... 13
Article VI - Miscellaneous Management Provisions....................... 13
Section 6.1. Checks, Drafts and Notes.............................. 13
Section 6.2. Notices............................................... 13
1. Notices........................................................ 13
2. Waivers of Notice.............................................. 13
Section 6.3. Conflict of Interest.................................. 14
Section 6.4. Voting of Securities Owned by this Corporation........ 14
Article VII - Amendments............................................... 15
Section 7.1. Amendments............................................ 15
(ii)
THE XXXX XXXXX GROUP (PJC) USA, INC.
(a Delaware corporation)
BY-LAWS
ARTICLE I - GENERAL
SECTION 1.1. OFFICES. The registered office shall be in the City of
Springfield, County of Hampden, State of Delaware. 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.
SECTION 1.2. SEAL. The seal of the corporation shall, upon issuance, be in
the form of a circle and shall have inscribed thereon the "THE XXXX XXXXX GROUP
(PJC) USA, INC., Delaware, 1986" and may reside at the corporate offices.
SECTION 1.3. FISCAL YEAR. The fiscal year of the corporation shall be the
period from June 1 to May 31.
ARTICLE II - STOCKHOLDERS
SECTION 2.1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held upon notice as hereinafter provided at such place or places within or
without the State of Delaware as the board of directors shall have determined
and as shall be stated in such notice.
SECTION 2.2. ANNUAL MEETING. The annual meeting of the stockholders shall
be held in the month of September of each year on such date and at such time as
the board of directors may determine. At each annual meeting the stockholders
entitled to vote shall elect a board of directors by plurality vote by ballot,
and they may transact such other corporate business as may properly be brought
before the meeting. At the annual meeting any business may be transacted,
irrespective of whether the notice calling such meeting shall have contained a
reference thereto, except where notice is required by law, the certificate of
incorporation, or these by-laws.
SECTION 2.3. QUORUM. At all meetings of the stockholders 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
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requisite for the transaction of business except as otherwise provided by law,
by the certificate of incorporation or by these by-laws. If, however, such
majority shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or by proxy, by a
majority vote, shall have power to adjourn the meeting from time to time without
notice other than announcement at the meeting until the requisite amount of
voting stock shall be present. If the adjournment is for more than 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. At such adjourned meeting, at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
SECTION 2.4. RIGHT TO VOTE; PROXIES. Each stockholder having the right to
vote at any meeting shall be entitled to one vote for each share of stock held
by him. Any stockholder entitled to vote at any meeting of stockholders may vote
either in person or by proxy, but no proxy which is dated more than three years
prior to the meeting at which it is offered shall confer the right to vote
thereat unless the proxy provides that it shall be effective for a longer
period. Every proxy shall be in writing, subscribed by a stockholder or his duly
authorized attorney in fact, and dated, but need not be sealed, witnessed, or
acknowledged.
SECTION 2.5. RECORD DATE. Except where the transfer books of the
corporation shall have been closed, or a date shall have been fixed as the
record date for the determination of its stockholders entitled to vote as
provided in Section 5.3 of these by-laws, no share of stock shall be voted at
any election for directors which shall have been transferred on the books of the
corporation within twenty (20) days next preceding said election of directors.
SECTION 2.6. VOTING. At all meetings of stockholders all questions, except
as otherwise expressly provided for by statute, the certificate of incorporation
or these by-laws, shall be determined by a majority vote of the stockholders
present in person or represented by proxy. Except as otherwise expressly
provided by law, the certificate of incorporation or these by-laws, at all
meetings of stockholders the voting shall be by voice vote, but any stockholder
qualified to vote on the matter in question may demand a stock vote, by shares
of stock, upon such question, whereupon such stock vote shall be taken by
ballot, each of
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which shall state the name of the stockholder voting and the number of shares
voted by him, and, if such ballot be cast by a proxy, it shall also state the
name of the proxy. All elections shall be decided by plurality vote.
SECTION 2.7. NOTICE OF ANNUAL MEETINGS. Written notice of the annual
meeting of the stockholders shall be mailed to each stockholder entitled to vote
thereat at such address as appears on the stock books of the corporation at
least ten (10) days (and not more than fifty (50) days) prior to the meeting. It
shall be the duty of every stockholder to furnish to the Secretary of the
corporation or to the transfer agent, if any, of the class of stock owned by
him, his post-office address and to notify said Secretary or transfer agent of
any change therein.
SECTION 2.8. STOCKHOLDERS' LIST. A complete list of the stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
and showing the address of each stockholder, and the number of shares registered
in the name of each stockholder, shall be prepared by the Secretary and filed
either 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, at least ten days before such meeting,
and shall at all times during the usual hours for business, and during the whole
time of said election, be open to the examination of any stockholder for a
purpose germane to the meeting.
SECTION 2.9. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, may be called by the
board of directors, the Chairman of the Board, if any, the President or any Vice
President.
SECTION 2.10. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting of stockholders, stating the time and place and object thereof shall be
mailed, postage prepaid, not less than ten (10) nor more than fifty (50) days
before such meeting, to each stockholder entitled to vote thereat, at such
address as appears on the books of the corporation. No business may be
transacted at such meeting except that referred to in said notice, or in a
supplemental notice given also in compliance with the provisions hereof, or such
other business as may be germane or supplementary to that stated in said notice
or notices.
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SECTION 2.11. STOCKHOLDERS' ACTION BY CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the statutes, the
certificate of incorporation, or these by-laws, the meeting and vote of
stockholders may be dispensed with, and any corporate action upon which a vote
of stockholders is required or permitted may be taken with the written consent
of stockholders having not less than 50% of all of the stock entitled to vote
upon the action if a meeting were held; PROVIDED that in no case shall the
written consent be by holders having less than the minimum percentage of the
total vote required by statute for the proposed corporate action and provided
that prompt notice be given to all stockholders of the taking of such corporate
action without a meeting and by less than unanimous consent.
ARTICLE III - DIRECTORS
SECTION 3.1. NUMBER OF DIRECTORS. Except as otherwise provided by law, the
certificate of incorporation or these by-laws, the property and business of the
corporation shall be managed by or under the direction of a board of not less
than one nor more than ten directors. Within the limits specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. Directors need not be stockholders. The
directors shall be elected by ballot at the annual meeting of the stockholders
and each director shall be elected to serve until his successor shall be elected
and shall qualify or until his earlier resignation or removal; PROVIDED that in
the event of failure to hold such meeting or to hold such election at such
meeting, such election may be held at any special meeting of the stockholders
called for that purpose. If the office of any director becomes vacant by reason
of death, resignation, disqualification, removal, failure to elect, or
otherwise, the remaining directors, although more or less than a quorum, by a
majority vote of such remaining directors may elect a successor or successors
who shall hold office for the unexpired term.
SECTION 3.2. CHANGE IN NUMBER OF DIRECTORS; VACANCIES. The maximum number
of directors may be increased by an amendment to these by-laws adopted by a
majority vote of the board of directors or by a majority vote of the capital
stock having voting power, and if the number of directors is so increased by
action of the board of directors or of the stockholders or otherwise, then the
additional directors may be elected in the manner provided
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above for the filling of vacancies in the board of directors or at the annual
meeting of stockholders or at a special meeting called for that purpose.
SECTION 3.3. RESIGNATION. Any director of this corporation may resign at
any time by giving written notice to the Chairman of the Board, if any, the
President or the Secretary of the corporation. Such resignation shall take
effect at the time specified therein, at the time of receipt if no time is
specified therein and at the time of acceptance if the effectiveness of such
resignation is conditioned upon its acceptance. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3.4. REMOVAL. Any director or the entire board of directors may be
removed with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
SECTION 3.5. PLACE OF MEETINGS AND BOOKS. The board of directors may hold
their meetings and keep the books of the corporation outside the State of
Delaware, at such places as they may from time to time determine.
SECTION 3.6. GENERAL POWERS. In addition to the powers and authority
expressly conferred upon them by these by-laws, the board 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 by-laws directed or
required to be exercised or done by the stockholders.
SECTION 3.7. EXECUTIVE COMMITTEE. There may be an executive committee of
one or more directors designated by resolution passed by a majority of the whole
board. The act of a majority of the members of such committee shall be the act
of the committee. Said committee may meet at stated times or on notice to all by
any of their own number, and shall have and may exercise those powers of the
board of directors in the management of the business affairs of the Company as
are provided by law and may authorize the seal of the corporation to be affixed
to all papers which may require it. Vacancies in the membership of the committee
shall be filled by the board of directors at a regular meeting or at a special
meeting called for that purpose.
SECTION 3.8. OTHER COMMITTEES. The board of directors may also designate
one or more committees in addition to the executive committee, by resolution or
resolutions passed by
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a majority of the whole board; such committee or committees shall consist of one
or more directors of the corporation, and to the extent provided in the
resolution or resolutions designating them, shall have and may exercise specific
powers of the board of directors in the management of the business and affairs
of the corporation to the extent permitted by statute and shall have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. 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.
SECTION 3.9. POWERS DENIED TO COMMITTEES. Committees of the board of
directors shall not, in any event, have any power or authority to amend the
certificate of incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation or a dissolution
or to amend the by-laws of the corporation. Further, committees of the Board of
Directors shall not have any power or authority to declare a dividend or to
authorize the issuance of stock.
SECTION 3.10. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the
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 such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.
SECTION 3.11. COMPENSATION OF DIRECTORS. The board of directors shall
have the power to fix the compensation of directors and members of committees of
the Board. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or 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.
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SECTION 3.12. NOTICE OF MEETINGS. The newly elected board may meet at such
place and time as shall be fixed and announced by the presiding officer at the
annual meeting of stockholders, for the purpose of organization or otherwise,
and no further notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present, or they may meet at such place and time as shall be stated in a notice
given to such directors either personally or by mail or telegram two (2) days
prior to such meeting, or as shall be fixed by the consent in writing of all
the directors.
SECTION 3.13. REGULAR MEETINGS. Regular meetings of the board may be held
without notice at such time and place as shall from time to time be determined
by the board.
SECTION 3.14. SPECIAL MEETINGS. Special meetings of the board may be called
by the Chairman of the Board, if any, or the President, on two (2) days' notice
to each director, either personally or by delivered letter, by mail or by
telegram; special meetings shall be called by the Secretary in like manner and
on like notice, on the written request of two directors.
SECTION 3.15. QUORUM. At all meetings of the board of directors, a majority
of the total number of directors shall be necessary and sufficient to 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 permitted or
provided by statute, or by the certificate of incorporation, or by these
by-laws. If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof need be given other
than by announcement at said meeting which shall be so adjourned.
SECTION 3.16. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the board of
directors or any committee designated by such board may participate in a meeting
of the 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, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
SECTION 3.17. ACTION BY CONSENT. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any
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meeting of the board of directors or of any committee thereof may be taken
without a meeting, if written consent thereto is signed by all members of the
board or of such committee as the case may be and such written consent is filed
with the minutes of proceedings of the board or committee.
ARTICLE IV - OFFICERS
SECTION 4.1. SELECTION; STATUTORY OFFICERS. The officers of the corporation
shall be chosen by the board of directors. There shall be a President, a
Secretary and a Treasurer, and there may be a Chairman of the Board of
Directors, one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers, as the board of directors may elect. The
office of President and Secretary shall not be held by the same person.
SECTION 4.2. TIME OF ELECTION. The officers above named shall be chosen by
the board of directors at its first meeting after each annual meeting of
stockholders. None of said officers need be a director.
SECTION 4.3. ADDITIONAL OFFICERS. The board 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 4.4. TERMS OF OFFICE. Each officer of the corporation shall hold
office until his successor is chosen and qualified, or until his earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors.
SECTION 4.5. COMPENSATION OF OFFICERS. The board of directors shall have
power to fix the compensation of all officers of the corporation. It may
authorize any officer, upon whom the power of appointing subordinate officers
may have been conferred, to fix the compensation of such subordinate officers.
SECTION 4.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors
shall preside at all meetings of the stockholders and directors, and shall have
such other duties as may be assigned to him from time to time by the board of
directors.
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SECTION 4.7. PRESIDENT. Unless the board of directors otherwise determines,
the President shall be the chief executive officer and head of the corporation.
Unless there is a Chairman of the Board, the President shall preside at all
meetings of directors and stockholders. Under the supervision of the board of
directors and of the executive committee, the President shall have the general
control and management of its business and affairs, subject, however, to the
right of the board of directors and of the executive committee to confer any
specific power, except such as may be by statute exclusively conferred on the
President, upon any other officer or officers of the corporation. The President
shall perform and do all acts and things incident to the position of President
and such other duties as may be assigned to him from time to time by the board
of directors or the executive committee.
SECTION 4.8. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the
duties of the President on behalf of the corporation as may be respectively
assigned to them from time to time by the board of directors or by the executive
committee or by the President. The board of directors or the executive committee
may designate one of the Vice-Presidents as the Executive Vice-President, and in
the absence or inability of the President to act, such Executive Vice-President
shall have and possess all of the powers and discharge all of the duties of the
President, subject to the control of the board and of the executive committee.
SECTION 4.9. TREASURER. The Treasurer shall have the care and custody of
all the funds and securities of the corporation which may come into his hands as
Treasurer, and the power and authority to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the corporation in such bank or
banks or depository as the board of directors or the executive committee, or the
officers or agents to whom the board of directors or the executive committee may
delegate such authority, may designate, and he may endorse all commercial
documents requiring endorsements for or on behalf of the corporation. He may
sign all receipts and vouchers for the payments made to the corporation. He
shall render an account of his transactions to the board of directors or to the
executive committee as often as the board or the committee shall require the
same. He shall enter regularly in the books to be kept by him for that purpose
full and adequate account of all moneys received and paid by him on account of
the corporation. He shall perform all acts
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incident to the position of Treasurer, subject to the control of the board of
directors and of the executive committee. He shall when requested, pursuant to
vote of the board of directors or the executive committee, give a bond to the
corporation conditioned for the faithful performance of his duties, the expense
of which bond shall be borne by the corporation.
SECTION 4.10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the board of directors and of the stockholders; he shall attend to
the giving and serving of all notices of the corporation. Except as otherwise
ordered by the board of directors or the executive committee, he shall attest
the seal of the corporation upon all contracts and instruments executed under
such seal and shall affix the seal of the corporation thereto and to all
certificates of shares of the Capital Stock. He shall have charge of the stock
certificate book, transfer book and stock ledger, and such other books and
papers as the board of directors or the executive committee may direct. He
shall, in general, perform all the duties of Secretary, subject to the control
of the board of directors and of the executive committee.
SECTION 4.11. ASSISTANT SECRETARY. The board of directors or any two of the
officers of the corporation acting jointly may appoint or remove one or more
Assistant Secretaries of the corporation. Any Assistant Secretary upon his
appointment shall perform such duties of the Secretary, and also any and all
such other duties as the executive committee or the board of directors or the
President or the Executive Vice-President or the Treasurer or the Secretary may
designate.
SECTION 4.12. ASSISTANT TREASURER. The board of directors or any two of the
officers of the corporation acting jointly may appoint or remove one or more
Assistant Treasurers of the corporation. Any Assistant Treasurer upon his
appointment shall perform such of the duties of the Treasurer, and also any and
all such other duties as the executive committee or the board of directors or
the President or the Executive Vice-President or the Treasurer or the Secretary
may designate.
SECTION 4.13. SUBORDINATE OFFICERS. The board of directors may select such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
board of directors may prescribe. The board of directors may, from time to time,
authorize any officer to
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appoint and remove subordinate officers and to prescribe the powers and duties
thereof.
ARTICLE V - STOCK
SECTION 5.1. STOCK. Each stockholder shall be entitled to a certificate or
certificates of stock of the corporation in such form as the board of directors
may from time to time prescribe. The certificates of stock of the corporation
shall be numbered and shall be entered in the books of the corporation as they
are issued. They shall certify the holder's name and number and class of shares
and shall be signed by both of (a) either the President or a Vice-President, and
(b) any one of the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the corporate seal of the
corporation. If such certificate is countersigned (1) by a transfer agent other
than the corporation or its employee, or, (2) by a registrar other than the
corporation or its employee, the signature of the officers of the corporation
and the corporate seal may be facsimiles. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
corporation.
SECTION 5.2. TRANSFERS OF STOCK. Subject to any transfer restrictions then
in force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives and upon such transfer the old certificates shall be
surrendered to the corporation by the delivery thereof to the person in charge
of the stock and transfer books and ledgers or to such other person as the
directors may designate by whom they shall be cancelled and new certificates
shall thereupon be issued. The corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have
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express or other notice thereof save as expressly provided by the laws of
Delaware.
SECTION 5.3. RECORD DATE. The board of directors shall fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock is to occur, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
SECTION 5.4. TRANSFER AGENT AND REGISTRAR. The board of directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates of stock to bear the signature or
signatures of any of them.
SECTION 5.5. DIVIDENDS.
1. POWER TO DECLARE. 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 and the laws of Delaware.
2. RESERVES. 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 purpose 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.
SECTION 5.6. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificates for
shares of stock of the corporation shall be issued in place of any certificate
alleged to have been
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lost, stolen or destroyed, except upon production of such evidence of the loss,
theft or destruction and upon indemnification of the corporation and its agents
to such extent and in such manner as the board of directors may from time to
time prescribe.
SECTION 5.7. INSPECTION OF BOOKS. The stockholders of the corporation, by a
majority vote at any meeting of stockholders duly called, or in case the
stockholders shall fail to act, the board of directors shall have power from
time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
corporation (other than the stock ledger) or any of them, shall be open to
inspection of stockholders; and no stockholder shall have any right to inspect
any account or book or document of the corporation except as conferred by
statute or authorized by the board of directors or by a resolution of the
stockholders.
ARTICLE VI - MISCELLANEOUS MANAGEMENT PROVISIONS
SECTION 6.1. CHECKS, DRAFTS AND NOTES. All checks, drafts or orders for the
payment of money, and all notes and acceptances of the corporation shall be
signed by such officer or officers, agent or agents as the board of directors
may designate.
SECTION 6.2. NOTICES.
1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these by-laws,
a written waiver of notice, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting except when the person
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.
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SECTION 6.3. CONFLICT OF INTEREST. 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 its 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 of or committee thereof which
authorized the contract or transaction, or solely because his or their votes are
counted for such purpose, provided that 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 vote of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum or provided that the contract or transaction is
otherwise authorized in accordance with the laws of Delaware. 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.
SECTION 6.4. VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this corporation if he is present at such
meeting, or in his absence by the Treasurer of this corporation if he is present
at such meeting, and (b) whenever, in the judgment of the President, it is
desirable for this corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other corporation and owned by
this corporation, such proxy or consent shall be executed in the name of this
corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or
proxies of this corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation
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and owned by this corporation the same as such shares or other securities might
be voted by this corporation.
ARTICLE VII - AMENDMENTS
SECTION 7.1. AMENDMENTS. The by-laws of the corporation may be altered,
amended or repealed at any meeting of the board of directors upon notice thereof
in accordance with these by-laws, or at any meeting of the stockholders by the
vote of the holders of the majority of the stock issued and outstanding and
entitled to vote at such meeting, in accordance with the provisions of the
certificate of incorporation and of the laws of Delaware.
