By-Laws - Internet.com Corp.
INTERNET.COM CORPORATION
(THE "CORPORATION")
Incorporated Under the Laws of
the State of Delaware
BY-LAWS
ARTICLE I
OFFICES
The registered office of the Corporation in Delaware shall be at
1209 Orange Street in the City of Wilmington, County of New Castle, and The
Corporation Trust Company will be the resident agent of the Corporation in
charge thereof. The Corporation may also have such other offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time designate or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders for
the election of directors and the transaction of any other business will be held
on such day in such month, in such city and state and at such time and place as
may be designated by the Board of Directors and set forth in the notice of such
meeting. At the annual meeting any business may be transacted and any corporate
action may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.
Section 2. Special Meetings. Special meetings of the stockholders
for any purpose may be called at any time by the Board of Directors or by its
Chairman, or by the Chief Executive Officer or the President, and will be called
by the President at the request of the holders of a majority of the outstanding
shares of capital stock entitled to vote. Special meetings shall be held at such
place or places within or without the State of Delaware as shall from time to
time be designated by the Board of
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Directors and stated in the notice of such meeting. At a special meeting no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.
Section 3. Notice of Meetings. Written notice of the time and place
of any stockholders' meeting, whether annual or special, will be given to each
stockholder entitled to vote at that meeting, by personal delivery or by mailing
the same to him or her at his or her address as the same appears upon the
records of the Corporation at least ten days but not more than sixty days before
the day of the meeting. Notice of any adjourned meeting need not be given except
by announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Further notice, if any, will be given as may
be required by law.
Section 4. Quorum. Any number of stockholders, together holding at
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who will be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws.
Section 5. Adjournment of Meetings. If less than a quorum is in
attendance at the time for which a meeting is called, the meeting may adjourn by
a majority vote of the stockholders present or represented by proxy and entitled
to vote at the meeting, without notice other than announcement at such meeting,
until a quorum is in attendance. Any meeting at which a quorum is present may
also be adjourned in like manner and for the amount of time as may be determined
by a majority vote of the stockholders present or represented by proxy and
entitled to vote. At any adjourned meeting at which a quorum is present, any
business may be transacted and any corporate action may be taken which might
have been transacted at the meeting as originally called.
Section 6. Voting List. The Secretary will prepare and make, at
least ten days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. The
list will be open at either (i) a place within the city where the meeting is to
be held, which place shall be specified in the notice of such meeting, or (ii)
if not so specified, at the place the meeting is
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to be held, for said ten days, as well as at the time and place of such meeting,
and will be subject to the inspection of any stockholder.
Section 7. Voting. Each stockholder entitled to vote at any meeting
may vote either in person or by proxy, but no proxy shall be voted on or after
three years from its date, unless the proxy provides for a longer period. Each
stockholder entitled to vote will at every meeting of the stockholders be
entitled to one vote for each share of stock (or such other number of votes as
shall be provided in the certificate of incorporation, including any certificate
of designation, with respect to any class or series of stock) registered in his
or her name on the record of stockholders. At all meetings of stockholders, all
matters, except as otherwise provided by statute, will be determined by the
affirmative vote of the majority of shares present in person or by proxy and
entitled to vote on the subject matter. Voting at meetings of stockholders need
not be by written ballot.
Section 8. Record Date of Stockholders. The Board of Directors is
authorized to fix in advance a date not exceeding sixty days nor less than ten
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 will go into effect,
or a date in connection with obtaining the consent of stockholders for any
purpose, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders, and any adjournment of a
meeting of stockholders, or entitled to receive payment of any dividend, or to
any allotment of rights, or to exercise the rights in respect of any change,
conversion or exchange of capital stock, or to give consent. Only the
stockholders that are stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, the meeting of stockholders, and any
adjournment of the meeting, or to receive payment of the dividend, or to receive
the allotment of rights, or to exercise the rights, or to give the consent, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation, after the record date fixed in accordance with this Section 8.
Section 9. Action Without Meeting. Any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in
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writing, setting forth the action so taken (i) is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote on the action were present and voted and (ii) is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent will be given to those stockholders who have not consented in
writing.
Section 10. Conduct of Meetings. The Chief Executive Officer, or in
his or her absence the President or any Vice President designated by the Chief
Executive Officer, shall preside at all regular or special meetings of
stockholders. To the maximum extent permitted by law, the presiding person will
have the power to set procedural rules, including but not limited to rules
respecting the time allotted to stockholders to speak, governing all aspects of
the conduct of the meetings. The Secretary of the Corporation will act as
secretary of each meeting. In the absence of the Secretary, the chairman of the
meeting will appoint any person to act as secretary of the meeting.
ARTICLE III
DIRECTORS
Section 1. Number and Qualifications. The Board of Directors will
consist initially of three (3) directors, and thereafter will consist of the
number as may be fixed from time to time by resolution of the Board. The
directors need not be stockholders.
Section 2. Election of Directors. The directors will be elected by
the stockholders at the annual meeting of stockholders.
Section 3. Duration of Office. The directors chosen at any annual
meeting will, except as otherwise provided in these By-Laws, hold office until
the next annual election and until their successors are elected and qualify.
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Section 4. Removal and Resignation of Directors. Any director may be
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, either by written
consent or consents or at any special meeting of the stockholders called for
that purpose, and the office of a removed director will immediately become
vacant.
Any director may resign at any time. Such resignation will take
effect at the time specified in the resignation, and if no time is specified, at
the time of its receipt by the Chief Executive Officer, President or Secretary.
The acceptance of a resignation will not be necessary to make it effective,
unless so specified in the resignation.
Section 5. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided however, that the
stockholders removing any director may at the same meeting fill the vacancy
caused by the removal, and provided further, that if the directors fail to fill
any vacancy, the stockholders may at any special meeting called for that purpose
fill the vacancy. In case of any increase in the number of directors, the
additional directors may be elected by the directors in office before the
increase.
Any person elected to fill a vacancy will hold office, subject to
the right of removal as provided in these By-Laws, until the next annual
election and until his successor is elected and qualified.
Section 6. Regular Meetings. The Board of Directors will hold an
annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the stockholders, provided a
quorum of directors is present. Other regular meetings may be held at any time
as may be determined from time to time by resolution of the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
Chief Executive Officer or President.
Section 8. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at any
other place as is stated in the notice of such meeting. Notice of any special
meeting, and except as the
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Board of Directors may otherwise determine by resolution, notice of any regular
meeting, will be mailed to each director addressed to him or her at his
residence or usual place of business at least two days before the day on which
the meeting is to be held, or if sent to him or her at such place by telegraph,
cable or facsimile, or delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held. No notice of the annual
meeting of the Board of Directors will be required if it is held immediately
after the annual meeting of the stockholders and if a quorum is present.
Section 9. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum is present, whether the
business or proposed action is stated in the notice of that meeting or not,
unless special notice of such business or proposed action is required by
statute.
Section 10. Quorum. A majority of the Board of Directors at any time
in office will constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present will be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these By-Laws. The members of the Board
will act only as the Board and the individual members of the Board will not have
any powers in their individual capacities.
Section 11. Compensation. The directors will not receive any stated
salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.
Section 12. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee of the Board of Directors, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent to the action in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.
Section 13. Meetings Through Use of Communications Equipment.
Members of the Board of Directors, or any committee
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designated by the Board of Directors, will, except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, have the power to participate
in a meeting of the Board of Directors, or any committee, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and this participation
will constitute presence in person at the meeting.
ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the entire Board, designate two or more of
their number to constitute an Executive Committee to hold office at the pleasure
of the Board, which Committee will, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to restrictions or limitations as the Board of Directors may from
time to time specify, or as limited by the Delaware Corporation Law, and will
have power to authorize the seal of the Corporation to be affixed to all papers
that may require it.
Any member of the Executive Committee may be removed at any time,
with or without cause, by a resolution of a majority of the entire Board of
Directors.
Any person ceasing to be a director shall ipso facto cease to be a
member of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the entire Board of Directors.
Section 2. Audit Committee. The Board of Directors shall, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an Audit Committee.
Any member of the Audit Committee may be removed at any time, with
or without cause, by a resolution of a majority of the entire Board of
Directors.
Any person ceasing to be a director shall ipso facto cease to be a
member of the Audit Committee.
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Any vacancy in the Audit Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the entire Board of Directors.
Section 3. Other Committees. Other committees, whose members need
not be directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for an amount of time and have
powers and perform duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.
Any member of these committees may be removed at any time, with or
without cause, by the Board of Directors or the Executive Committee. Any vacancy
in a committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
Section 4. Resignation. Any member of a committee may resign at any
time. This resignation will be made in writing and will take effect at the time
specified in the resignation, or, if no time is specified, at the time of its
receipt by the Chief Executive Officer, President or Secretary. The acceptance
of a resignation will not be necessary to make it effective unless so specified
in the resignation.
Section 5. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present will be the act of the committee.
The members of a committee will act only as a committee, and the individual
members of the committee will not have any powers in their individual
capacities.
Section 6. Record of Proceedings, etc. Each committee will keep a
record of its acts and proceedings, and will report the same to the Board of
Directors when and as required by the Board of Directors.
Section 7. Organization, Meetings, Notices, etc. A committee may
hold its meetings at the principal office of the Corporation, or at any other
place that a majority of the committee may at any time agree upon. Each
committee may make rules as it deems expedient for the regulation and carrying
on of its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of a committee may be given by the Secretary
of the Corporation or by the chairman of the committee and will be sufficient if
mailed to each member
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at his residence or usual place of business at least two days before the day on
which the meeting is to be held, or if sent to him or her at that place by
telegraph, cable or facsimile, or delivered personally or by telephone not later
than 24 hours before the time at which the meeting is to be held.
Section 8. Compensation. The members of any committee will be
entitled to such compensation as may be allowed them by resolution of the Board
of Directors.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall be a Chief
Executive Officer and a President, and may include a Chief Financial Officer,
one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors.
Section 2. Election, Term of Office and Qualifications. The
officers, except as provided in Section 3 of this Article V, will be chosen
annually by the Board of Directors. Each officer will, except as otherwise
provided in the By-Laws, hold office until his successor is chosen and
qualified. The Chairman of the Board of Directors, if any, will be a director of
the Corporation, and should he or she cease to be a director, he or she shall
ipso facto cease to be Chairman. Except as otherwise provided by law, any number
of offices may be held by the same person.
Section 3. Other Officers. Other officers, including one or more
additional vice presidents, assistant secretaries or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have powers and perform duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.
Section 4. Removal of Officers. Any officer of the Corporation may
be removed from office, with or without cause, by a vote of a majority of the
Board of Directors.
Section 5. Resignation. Any officer of the Corporation may resign at
any time. This resignation shall be in
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writing and take effect at the time specified in the resignation, or if no time
is specified, at the time of its receipt by the Chief Executive Officer,
President or Secretary. The acceptance of a resignation shall not be necessary
in order to make it effective, unless so specified in the resignation.
Section 6. Filling of Vacancies. A vacancy in any office will be
filled by the Board of Directors or by the authority appointing the predecessor
in such office.
Section 7. Compensation. The compensation of the officers will be
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors. The Chairman of the
Board of Directors (if one is elected) will be a director and will preside at
all meetings of the Board of Directors at which he or she is present, and will
have the powers and perform the duties as may from time to time be assigned to
him or her by the Board of Directors.
Section 9. Chief Executive Officer. The Chief Executive Officer
will, when present, preside at all meetings of the stockholders. The Chief
Executive Officer will have power to call special meetings of the stockholders
or of the Board of Directors or of the Executive Committee at any time. He or
she will be the chief executive officer of the Corporation, and will have the
general direction of the business, affairs and property of the Corporation, and
of its several officers, and will have and exercise all the powers and discharge
the duties as usually pertain to the office of Chief Executive Officer.
Section 10. President. The President will, when present, preside at
all meetings of the stockholders at which the Chief Executive Officer is not
present. The President will have power to call special meetings of the
stockholders or of the Board of Directors or of the Executive Committee at any
time. He or she will assist the Chief Executive Officer (and, in the Chief
Executive Officer's absence, act as Chief Executive Officer) in the general
direction of the business, affairs and property of the Corporation, and of its
several officers, and will have and exercise all the powers and discharge the
duties as usually pertain to the office of President, subject to the direction
of the Chief Executive Officer.
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Section 11. Vice Presidents. The Vice Presidents, or any of them,
will, subject to the direction of the Board of Directors, at the request of the
Chief Executive Officer or in the absence of both the Chief Executive Officer
and the President, or in case of their inability to perform their duties from
any cause, perform the duties of the Chief Executive Officer and, when so
acting, will have all the powers of, and be subject to all restrictions upon,
the Chief Executive Officer. The Vice Presidents will also perform the other
duties that may be assigned to them by the Board of Directors, and the Board of
Directors may determine the order of priority among them.
Section 12. Chief Financial Officer. Subject to the direction of the
Board of Directors, the Chief Executive Officer and the President, the Chief
Financial Officer will have and exercise all the powers and discharge the duties
as usually pertain to the office of Chief Financial Officer.
Section 13. Secretary. The Secretary will keep the minutes of all
meetings of the stockholders and all meetings of the Board of Directors and any
committee in books provided for that purpose. He or she may affix the seal of
the Corporation to all instruments to be executed on behalf of the Corporation
under its seal. The Secretary will perform the duties and have all other powers
that are incident to the office of Secretary, or as may from time to time be
assigned to him or her by the Board of Directors, or as are prescribed by these
By-Laws.
Section 14. Treasurer. The Treasurer will have custody of all the
funds and securities of the Corporation which may be delivered into his
possession. He or she may endorse on behalf of the Corporation for collection,
checks, notes and other obligations and will deposit the same to the credit of
the Corporation in a depository or depositories of the Corporation, and may sign
all receipts and vouchers for payments made to the Corporation. He or she will
enter or cause to be entered regularly in the books of the Corporation kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the Corporation and whenever required by the Board of Directors will
render statements of the accounts. The Treasurer will perform the duties and
have all other powers that are incident to the office of Treasurer or that are
assigned to him or her by the Board of Directors.
ARTICLE VI
CAPITAL STOCK
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Section 1. Issue of Certificates of Stock. Certificates of capital
stock will be in the form approved by the Board of Directors. The certificates
will be numbered in the order of their issue and will be signed by the Chairman
of the Board of Directors, or the President or a Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
and the seal of the Corporation or a facsimile of the seal will be impressed or
affixed or reproduced on the certificates, provided, however, that the signature
of the Chairman of the Board of Directors, President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who have signed, or whose facsimile signature or
signatures have been used on any certificate or certificates ceases to be an
officer of the Corporation, whether because of death, resignation or otherwise,
before that certificate or certificates are delivered by the Corporation, that
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed that
certificate or certificates, or whose facsimile signature or signatures is used
thereon have not ceased to be an officer or officers of the Corporation.
Section 2. Registration and Transfer of Shares. The shares of
capital stock of the Corporation shall be issued in registered form. The name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him, the numbers of the certificates covering such shares and the dates of
issue of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in person,
or by their duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment or power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer. A person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the Corporation, and
the Corporation shall not be bound to recognize any equitable or other claim to
or interest in such 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.
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Section 3. Lost, Destroyed and Mutilated Certificates. The holder of
any stock of the Corporation will immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificates. The Corporation may
issue a new certificate of stock in the place of any certificate previously
issued by it and alleged to have been lost, stolen or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of the new certificate and against
all other liability in the premises, or may remit the owner to any remedy or
remedies he or she may have under the laws of the State of Delaware.
Section 4. Transfer Agent and Registrar; Regulations. The
Corporation shall, if and whenever the Board of Directors shall so determine,
maintain one or more transfer offices or agencies, each in the charge of a
transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, and also one or
more registry offices, each in the charge of a registrar designated by the Board
of Directors, where such shares of stock shall be registered, and no certificate
for shares of the capital stock of the Corporation, in respect of which a
Registrar and/or Transfer Agent shall have been designated, shall be valid
unless countersigned by such Transfer Agent and registered by such Registrar, if
any. The Board of Directors shall also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the Corporation.
Section 5. Beneficial Owners. 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
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
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ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. General Discretion of Directors. The Board of Directors
will have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper purposes
of the Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any part of the surplus or net profits of
the Corporation will be declared as dividends and paid to the stockholders, and
to fix the date or dates for the payment of dividends.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January and end on the last day of December.
Section 2. Corporate Seal. The corporate seal will be in the form
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile of the seal to be
impressed or affixed or reproduced or otherwise.
Section 3. Notices. Except as otherwise expressly provided, any
notice required to be given by these By-Laws will be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid wrapper
addressed to the person entitled to the notice at his address, as the same
appears upon the books of the Corporation, or by telegraphing or cabling the
same to that person at that address, or by facsimile transmission to a number
designated upon the books of the Corporation, if any; and the notice will be
deemed to be given at the time it is mailed, telegraphed or cabled, or sent by
facsimile.
Section 4. Waiver of Notice. Any stockholder or director may at any
time, by writing or by telegraph, cable or facsimile transmission, waive any
notice required to be given under these By-Laws, and if any stockholder or
director is present at any meeting his presence will constitute a waiver of
notice.
Section 5. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences
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of indebtedness issued in the name of the Corporation, will be signed by an
officer or officers, agent or agents of the Corporation, and in such manner, as
will from time to time be designated by resolution of the Board of Directors.
Section 6. Deposits. All funds of the Corporation will be deposited
from time to time to the credit of the Corporation in a bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of the deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by agents of the Corporation as the Board of Directors, the Chief Executive
Officer or the President may authorize for that purpose.
Section 7. Voting Stock of Other Corporations. Except as otherwise
ordered by the Board of Directors or the Executive Committee, the Chief
Executive Officer, the President and the Treasurer have full power and authority
on behalf of the Corporation to attend and to act and to vote at any meeting of
the stockholders of any corporation of which the Corporation is a stockholder,
and to execute a proxy to any other person to represent the Corporation at any
meeting, and at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder. The Chief Executive Officer, the President or the
Treasurer or the holder of any proxy, as the case may be, will possess and may
exercise any and all rights and powers incident to ownership of the stock which
the Corporation might have possessed and exercised if present. The Board of
Directors or the Executive Committee may from time to time confer like powers
upon any other person or persons.
Section 8. Indemnification of Officers and Directors. The
Corporation will indemnify any and all of its directors and officers, including
former directors and officers, including those serving as an officer or director
of any corporation at the request of this Corporation, to the fullest extent
permitted under and in accordance with the laws of the State of Delaware.
ARTICLE IX
AMENDMENTS
The Board of Directors will have the power to make, rescind, alter,
amend and repeal these By-Laws, provided, however, that the stockholders will
have power to rescind, alter,
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amend or repeal any By-Laws made by the Board of Directors, and to enact By-Laws
that will not be rescinded, altered, amended or repealed by the Board of
Directors. Notice of the proposal to make, amend or repeal any provision of
these By-Laws will be included in the notice of any meeting of the stockholders
or the Board of Directors at which the action is to be considered. No change of
the time or place for the annual meeting of the stockholders for the election of
directors will be made except in accordance with the laws of the State of
Delaware.
Dated: April 5, 1999
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