BY-LAWS
OF
LAPIS
TECHNOLOGIES, INC.
ARTICLE
I
OFFICERS
Section
1. Registered Office. The registered
office of the Corporation shall be located at 615 South
DuPont Highway, Dover, Delaware 19901, County of Kent, or at such other place as
the Board of Directors shall determine from time
to time.
Section 2. Other Offices. The principal office of
the Corporation shall be located at such place as the
Board of Directors may specify from time
to time. The Corporation may have such
other offices at such other places,
either within or without the State of Delaware,
as the Board of Directors may from time to time determine,
or as the affairs of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section 1. Place of Meeting. Meetings of the stockholders
of the Corporation shall be held at such place, either
within or without the State of Delaware, as may be designated from
time to time by the Board of Directors, or, if not so
designated, then at the principal office of the Corporation required
to be maintained pursuant to Article I, Section 2 hereof.
Section
2. Annual Meetings. The annual meeting
of the stockholders for the year 2002 shall be
held at such time as may be designated by the Board of
Directors; and thereafter the annual meeting of the
stockholders shall be held
on the 15th day of April
at 10:00 a.m. of each year, commencing in the year
2003, if not a legal holiday, and if such is a legal
holiday, then on the next
following day not a legal holiday, at such
time and place as the Board of Directors shall determine, at which time the
stockholders shall elect a Board of Directors and transact such other business
as may be properly brought before the
meeting. Notwithstanding the foregoing, the
Board of Directors may cause the annual meeting of stockholders to be held on
such other date in any year as they shall determine to be in the best
interest of the Corporation, and any business transacted at said
meeting shall have the same validity as if transacted on the
date designated herein.
Section
3. Special Meetings. Special meetings of
the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or the
Certificate of Incorporation, may be called by the
President, Secretary or the
Chairman of the Board of Directors, if
any. The President or Secretary shall call a special
meeting when: (1) requested in writing by any two or more of the
directors, or one director if only one director
is then in office; or (2) requested in writing by stockholders owning a majority
of the shares entitled
to vote Such written request shall state
the purpose or purposes to the proposed meeting.
Section 4. Notice.
Except as otherwise required by statute or the Certificate of Incorporation,
written notice of each meeting of the stockholders, whether annual or special,
shall be served, either personally or by mail, upon each stockholder of record
entitled to vote at such meeting, not less than ten (10) nor more than sixty
(60) days before the meeting. Notice of any meeting of stockholders shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Notice of any meeting
of stockholders shall not be required to be given to any stockholder who, in
person or by his authorized attorney, either before or after such meeting, shall
waive such notice in writing. Attendance of a stockholder at a meeting, either
in person or by proxy, shall itself constitute waiver of notice and waiver of
any and all objections to the place and time of the meeting and manner in which
it has been called or convened, except when a stockholder attends a meeting
solely for the purpose of stating, at the beginning of the meeting, any such
objections to the transaction of business. Notice of the time and place of any
adjourned meeting need not be given otherwise than by the announcement at the
meeting at which adjournment is taken, unless the djournment is for more than
thirty (30) days or after the adjournment a new record date is
set.
Section 5. Proxies. A
stockholder may attend, represent, and vote his shares at any meeting in person,
or be represented and have his shares voted for by a proxy which such
stockholder has duly executed in writing. No proxy shall
be valid after three (3) years from the date of
its execution unless a longer period is expressly provided in the
proxy. Each proxy shall be revocable unless
otherwise expressly provided in the proxy or unless
otherwise made irrevocable by law.
Section 6. Quorum. The holders of a majority
of the stock issued,
outstanding and entitled to vote,
present in person or represented by proxy,
shall constitute a quorum at all meetings
of the stockholders and shall be required for the
transaction of business, except as otherwise provided by law,
by the Certificate of Incorporation, or
by these Bylaws. If, however, such majority shall not be present or
represented at any meeting of the stockholders,
the stockholders entitled to vote at such
meeting, present in person or by
proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the meeting
unless the adjournment is for more than thirty (30) days
or after the adjournment a new record date is set, until the required amount of
voting stock shall be present. At such adjourned meeting
at which a quorum shall be present in person or
by proxy, any business may be
transacted that might have been
transacted at the meeting originally called.
Section 7. Voting
of Shares. Each outstanding share of voting capital
stock of the Corporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of the stockholders, except as
otherwise provided in the
Certificate of Incorporation. The vote by the
holders of a majority of the
shares voted on any matter at a
meeting of stockholders at which a quorum is present shall be the act
of the stockholders on that matter, unless the vote of a greater
number is required by law, by the Certificate of Incorporation, or by
these Bylaws; provided, however, that directors shall be elected by a
plurality
of the votes of the shares
present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.
Section 8. Action Without Meeting.
A. Any action required
by statute to be taken at any annual or special meeting of the
stockholders, or any action which may be taken at any
annual or special meeting of the stockholders, may be
taken without a meeting,
without prior notice and without a vote, if a
consent or consents in writing,
setting forth the action so taken,
are signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present
and voted; provided, however, that a written consent
to elect directors, if such consent is less
than unanimous, may be in lieu of
the holding of an annual meeting of stockholders only if all of the
directorships to which directors could
be elected at such annual meeting are
vacant and are filled by such action.
B. Every written
consent shall bear the date of signature of
each stockholder who signs the
consent, and no consent shall be effective to take the corporate
action referred to in such consent unless, within sixty (60)
days of the earliest dated consent delivered to
the Corporation in the manner
required in these Bylaws, written consents
signed by a sufficient number of stockholders to take action are
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.
C. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those
stockholders who have not consented in writing. If the action
which is consented to is such as would have
required the filing of a certificate under any section of
the General Corporation Law of Delaware if such action had been
voted on by the stockholders at a
meeting thereof, then the certificate filed
under such section shall state, in lieu of
any statement required by such
section concerning any vote of
stockholders, that written notice and written
consent have been given as provided in Section
228 of the General Corporation
Law of Delaware.
Section 9. Fixing of Record Date. For the
purposes of
determining stockholders entitled to
notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board
of Directors may fix a record date, which
record date shall not precede the
date upon which the resolution fixing the
record date is adopted by the Board of
Directors, and which record date shall not be more than sixty (60)
nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of
Directors, the record date
for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. For the purpose of determining
the stockholders entitled to consent to corporate
action in writing without a meeting,
the Board of Directors may fix a record
date, which record date shall not
precede the date upon which the resolution
fixing the record date is adopted
by the Board of Directors, and which date
shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date
has been fixed by the Board of Directors,
the record date for determining
stockholders entitled to consent to corporate action in
writing without a
meeting, when no prior action by
the Board of Directors is required by law,
shall be the first date on
which a signed written consent setting forth the
action taken or proposed to be
taken is delivered to the Corporation in the
manner provided by law. If no record date has
been fixed by the Board of
Directors and prior action by the
Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action
in writing without a meeting shall
be at the close of business on the day on
which the Board of Directors adopts
the resolution taking such prior action. For the purpose
of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of change, conversion or
exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record
date, which record date shall not precede the date
upon which the resolution fixing the record
date is adopted, and which record date shall be not more than sixty
(60) days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose
shall be at the close of business on
the day on which the Board of Directors
adopts the resolution relating thereto.
Section
10. List of Stockholders. The Secretary
shall prepare, or have prepared, 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, 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
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
specified, at the place where the
meeting is to be held. The list shall be
produced and kept at the time and place of
meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
ARTICLE
III
BOARD OF
DIRECTORS
Section
1. General Powers. The business and
affairs of the Corporation shall be managed by the Board of Directors, except as
otherwise provided by law,
by the Certificate of Incorporation of the
Corporation or by these Bylaws.
Section 2. Number, Term and Qualifications. The
Board of Directors shall consist of not less than one or more than ten members,
the exact number to
be determined from time to time by resolution of
the Board of Directors. Directors need not be stockholders or
residents of the State of Delaware. Each Director shall hold office
for the term for which he is appointed or elected and
until his successor, if any, shall have been elected and
shall have qualified, or until his death or until he shall have resigned or
shall have been removed in
the manner hereinafter provided. Directors need not be
elected by ballot,
except upon demand of any stockholder.
Section 3. Removal. At a special
meeting of the stockholders called
for the purpose in the manner provided in these Bylaws, subject
to any limitations imposed by law or
the Certificate of Incorporation, the Board of
Directors, or any individual director, may be
removed from office, with or without cause, by the holders
of a majority of the outstanding shares entitled
to vote at an election of directors.
Section 4. Resignation. Any
director of the Corporation may resign at
any time by giving written notice to
the President or the Secretary of the
Corporation. The resignation of any director shall take
effect upon receipt of
such notice or at such later time as
shall be specified in such notice. The
acceptance of such resignation shall not
be necessary to make it effective.
Section 5. Vacancies. Any vacancy in the Corporation's Board of
Directors may be filled by the vote
of a majority of the remaining directors then in office,
though less than a quorum. The stockholders may
elect a director at any time to fill a vacancy not filled
by the directors.
Section 6. Compensation. The Board of Directors may cause the
Corporation to compensate directors for their
services as directors and may provide for payment by the Corporation
of all expenses incurred by directors in
attending regular and special meetings of the Board.
ARTICLE
IV
MEETINGS
OF DIRECTORS
Section
1. Annual and Regular Meetings. A
regular meeting of the
Board of Directors shall be held immediately
after, and at the same place as, the
annual meeting of stockholders. In addition, the Board of Directors
may
provide, by resolution, for the holding of additional regular meetings.
Section 2. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the
Chairman of the Board, the President or any two or more directors, or
one director if only one director is
then in office. Such meetings may be held at
the time and place designated in
the notice of the meeting.
Section 3. Notice of Meetings.
A. Regular meetings
of the Board of Directors may be held without
notice. Written notice of the time
and place of all special meetings of the
Board of Directors shall be given at
least twenty-four (24) hours before the
meeting and not more than thirty
(30) days prior to the meeting; such notice
need not specify the purpose
for which the meeting is called. Notice of any
meeting may be waived in writing at
any time before or after the meeting and
will be waived by any director by attendance at
such meeting, except when the
director attends the meeting for the express
purposes of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting
is not lawfully called or convened.
B. The transaction
of all business at any meeting of the Board of
Directors, however called or noticed,
or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be
present and if, either before or after the
meeting, each of the directors not
present shall sign a written waiver
of notice, or a consent to holding such
meeting, or an approval of the
minutes thereof. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in any written waiver of
notice or consent unless
so required by the Certificate of Incorporation
or these Bylaws. All such waivers, consents or approvals shall be
filed with the corporate records or made
a part of the minutes of the meetings.
Section 4. Quorum. At all meetings of the
Board of Directors, the
presence of a majority of the directors shall
constitute a quorum for the
transaction of business. In the absence of a quorum, a majority
of the directors present at any meeting may adjourn from time to time until a
quorum is constituted. Notice of the time and place of any adjourned
meeting need only be
given by announcement at the meeting at which adjournment is taken.
Section 5. Manner of Acting. Except as otherwise
provided by law, these Bylaws or the Certificate of Incorporation of
the Corporation, the act of the majority of the directors present at
a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 6. Action
Without Meeting. 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 may be taken without a
meeting, if all member of the Board of
Directors consent in writing, and such
writing or writings are filed with the minutes
of proceedings of the Board of Directors.
Section 7. Telephonic
Meetings. Members of the Board of Directors may
participate in a meeting of such Board
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.
ARTICLE
V
COMMITTEES
OF THE BOARD
Section 1. Creation. The
Board of Directors may designate two or more
directors to constitute an Executive Committee
or other committees, each of which, to the extent authorized by law and provided
in the resolution shall have
and may exercise all of the authority delegated
to the Executive Committee or other committee by the Board of
Directors in the management of the Corporation,
except as set forth in Section 6 of this Article V.
Section
2. Vacancy. Any vacancy occurring on an
Executive Committee or
other committee shall be filled by the Board of Directors.
Section 3. Removal. Any member of an Executive
Committee or other
committee may be removed at any
time, with or without cause, by the Board of Directors.
Section 4. Minutes. The Executive
Committee or other committee shall
keep regular minutes of its proceedings and
report the same to the Board when requested.
Section 5. Responsibility of Directors. The designation of an
Executive Committee or other committee and the delegation
thereto of authority shall not alone operate to relieve the Board of Directors
or any member thereof,
of any responsibility or liability imposed upon it or him by law.
Section
6. Restrictions on Committees. Neither
the Executive Committee
nor any other committee shall have
the authority to: (a) approve or adopt or
recommend to the stockholders, any action or
matter expressly required by the
Delaware General Corporation Law to be submitted to the
stockholders for
approval; (b) adopt, amend or repeal Bylaws; (c)
amend the Certificate of Incorporation; (d) authorize
distributions; (e) fill vacancies on the Board of
Directors or on any of its committees; (f) approve a
plan of merger not
requiring shareholder approval; (g) authorize or approve reacquisition
of
shares, except according to a formula or
method prescribed by the Board of Directors;
(h) authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative
rights, preferences, and limitations of a class
or series of shares, except within limits specifically prescribed by
the Board of Directors; (i) fix compensation of the directors for serving on
the Board or on any committee; or (j) amend or repeal any resolution
of the Board of Directors which by its
terms shall not be so amendable or repealable.
ARTICLE
VI
OFFICERS
Section 1. Offices. The
Board of Directors shall elect a President or
a Vice President and a Secretary or Assistant
Secretary, and may elect or
appoint a chief executive officer, one
or more vice presidents, one or more
assistant secretaries, a treasurer or chief
financial officer, and other or
additional officers
as in its opinion are desirable for conduct of the business of the
Corporation. The Board of Directors may elect from its own membership
a
Chairman of the Board. The Board
of Directors may by resolution empower any
officer or officers of the Corporation to
appoint from time to time such vice presidents and other or
additional officers as in the opinion of the officer(s) so empowered by
the Board are desirable for the conduct of the business of the
Corporation. Any two or more offices may be held by the same person.
Section 2. Election and Term. Each
officer of the Corporation shall
hold office for the term for which
he is elected or appointed, and until his
successor has been duly elected or
appointed and has qualified, or until his death, resignation or
removal pursuant to these Bylaws. Elections by the Board
of Directors may be held at any regular or
special meeting of the Board.
Section 3. Removal. Any officer
elected by the Board may be removed, either with or
without cause, by a vote of the Board of Directors. Any officer
appointed by another officer or officers may be removed, either with
or without cause, by either a vote of the Board of Directors or by
the officer or officers given the power to appoint that
officer. The removal of any person from office shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 4. Resignations. Any
officer may resign at any time by giving written notice to the Board
of Directors or to the President or Secretary of the Corporation. Any
such resignation shall take effect upon receipt of the notice.
Section 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or any
other cause, shall be filled for the unexpired portion of
the term in the manner prescribed by these Bylaws for
regular appointment or elections to such offices.
Section 6. Compensation. The compensation of all officers of
the Corporation shall be fixed by the Board of Directors,
except that the Board may
delegate to any officer who has
been given the power to appoint subordinate
officers, the authority to fix the
salaries of such appointed officers. No
officer shall be prevented
from receiving a salary as an officer by reason of
the fact that the officer is also a member of the Board
of Directors.
Section 7. Chairman of the Board. The Chairman of the Board
of Directors, if elected, shall preside at all
meetings of the Board of Directors
and shall perform such other duties as may be
prescribed from time to time by
the Board of Directors or by these Bylaws.
Section 8. Chief Executive Officer. The
Chief Executive Officer, if elected, shall be the
principal executive officer of the Corporation and shall preside at
meetings of the Board of Directors in the absence of the Chairman of
the Board. The Chief Executive Officer shall
be subject to the control and
direction of the Board of Directors, and shall supervise
and control the
management of the Corporation.
Section 9. President. If no Chief
Executive Officer is elected, the President shall be the principal executive
officer of the Corporation, and shall preside at meetings of the
Board of Directors in the absence of the Chairman of
the Board and the Chief Executive
Officer. The President shall be subject to
the control and direction of the Board of
Directors, and in general, he shall perform all duties incident to
the office of President and such other duties as
may be prescribed by the Board of Directors, the Chairman
of the Board, or the
Chief Executive Officer from time to time.
Section 10. Vice Presidents. In the absence or disability
of the President or in the event of his death,
inability or refusal to act, the Vice
Presidents, in the order of their length of
service as such, unless otherwise determined by the Board of
Directors, shall perform the duties and exercise the
powers of the President. In addition,
the Vice President shall perform such
other duties and have such other powers as the Board
of Directors shall prescribe.
Section 11. Secretary and Assistant Secretary. The
Secretary shall attend all meetings of the stockholders and of the Board of
Directors, and shall
record all acts and proceedings of such
meetings in the minute book of the Corporation. The Secretary shall
give notice in conformity with these Bylaws of
all meetings of the stockholders and of all meetings of
the Board of
Directorsrequiring notice. The Secretary shall perform
all other duties given him in
these Bylaws and other duties
commonly incident to his office and shall also
perform such other duties and have such other powers as
the Board of Directors
shall designate from time to time. The President
may direct any Assistant
Secretary to assume and perform the duties of
the Secretary in the absence or
disability of the Secretary, and each Assistant
Secretary shall perform other duties commonly incident to his office
and shall also perform such other duties
and have such other powers as
the Board of Directors or the President shall
designate from time to time.
Section 12. Chief Financial Officer or Treasurer and Assistant
Treasurer. The Chief Financial
Officer or Treasurer 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 President. The
Chief Financial Officer or Treasurer, 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 or Treasurer shall
perform other duties commonly incident to his officer and shall also perform
such other duties
and have such other powers as
the Board of Directors or the President shall designate from time to time. The
President may direct any Assistant Treasurer to assume and perform the duties of
the Chief Financial Officer or Treasurer in the
absence or disability of the Chief
Financial Officer or Treasurer, and each
Assistant Treasurer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board
of Directors or the President shall designate from time to time.
Section 14. Duties of Officers May Be Delegated. In case
of the absence of any officer of the Corporation or for any other reason that
the Board may deem sufficient, the Board may delegate the powers or duties of
such officer to any other officer or to any director for
the time being provided a majority
of the entire Board of Directors concurs in such delegation.
Section 15. Bonds. The
Board of Directors may, by resolution, require any or all officers, agents
and employees of the Corporation to give bond to the
Corporation, with sufficient securities, conditioned on faithful
performance of
the duties of their respective
offices or positions, and to comply with such other conditions as may from time
to time be required by the Board of Directors.
ARTICLE
VII
CAPITAL
STOCK
Section 1. Certificates. The interest of each
stockholder shall be
evidenced by a certificate representing shares
of stock of the Corporation,
which shall be in such form
as the Board of Directors may from time to time adopt and shall be numbered and
shall be entered in the books of the Corporation as they are
issued. Each certificate shall exhibit the holders name, the number
of shares and class of shares and series, if
any, represented thereby, a
statement that the Corporation is organized under
the laws of the State of
Delaware, and the par value of each
share or a statement that the shares are without par
value. Each certificate shall be signed by the President or a Vice
President and
the Secretary or an Assistant Secretary or Treasurer or Assistant
Treasurer and shall be sealed with the seal of the Corporation.
Section
2. Transfer of Shares. Transfer of
shares shall be made on the stock transfer books of the
Corporation only upon surrender of the certificate
for the shares sought to be transferred by
the record holder or by a duly
authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be canceled before
new certificates for the
transferred shares shall be issued.
Section 3. Lost or Destroyed Certificates. A new certificate or
certificates shall 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. The Corporation
may require, as a condition precedent to the issuance
of a new certificate or
certificates, 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 or to give to the Corporation a surety bond in such form and
amount 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.
Section 4. Holder of Record. 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 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 Delaware.
ARTICLE
VIII
GENERAL
PROVISIONS
Section 1. Distributions to
Stockholders. The Board of Directors may from time to time
authorize, and the Corporation may make, distributions to its
stockholders (including, without limitation, dividends and distributions
involving acquisition of the Corporation's
shares) in the manner and upon the
terms and conditions provided by law, and
subject to the provisions of its
Certificate of Incorporation.
Section 2. Seal. The
seal of the Corporation shall be in such form as
the Board of Directors may from time to time determine.
Section
3. Depositories and Checks. All funds of
the Corporation shall
be deposited in the name of the Corporation
in such bank, banks, or other financial institutions as the Board of Directors
may from time to time designate and shall be drawn out on checks, drafts or
other orders signed on behalf of the Corporation by such person or persons as
the Board of Directors may from time to time designate.
Section 4. Loans. No loans shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall
be issued in its name unless
authorized by a resolution of the
Board of Directors. Such authority may be
general or defined to specific instances.
Section 5. Fiscal Year. The fiscal
year of the Corporation shall be
fixed by the Board of Directors.
Section
6. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument on behalf
of the Corporation, and such authority may be general
or confined to specific instances.
ARTICLE
IX
AMENDMENTS
These
By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws
may be adopted by the stockholders or by the Board of Directors, provided,
however, that notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice' of such meeting of stockholders or Board of
Directors, as the case may be. All such amendments must be approved
by either the holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the entire Board of Directors then in
office.
ARTICLE
X
INDEMNIFICATION
Any
person who at any time serves or has served as a director or officer of the
Corporation, or in such capacity at the request of the Corporation for any other
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, or as trustee or administrator under an employee benefit plan, shall
have a right to be indemnified by the Corporation to the fullest extent
permitted by law against (a) reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether or not brought by or on behalf of
the Corporation, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine, penalty or settlement for
which he may have become liable in any such action, suit or proceeding. To the
extent permitted by law, expenses incurred by a director or officer in defending
a civil or criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding, upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified hereunder by the Corporation. If a person claiming a
right to indemnification under this Section obtains a non-appealable judgment
against the Corporation requiring it to pay substantially all of the amount
claimed, the claimant shall be entitled to recover from the Corporation the
reasonable expense (including reasonable legal fees) of prosecuting the action
against the Corporation to collect the claim.
Notwithstanding the foregoing
provisions, the Corporation shall indemnify or agree to indemnify any
person against liability or litigation expense he may incur if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, if he
had no reasonable cause to believe his
action was unlawful.
The Board of Directors of the
Corporation shall take all such action as may
be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this Bylaw,
including without limitation, to the
extent needed, making a good faith evaluation of the
manner in which the claimant for indemnity acted and of
the reasonable amount of indemnity due him
and giving notice to, and obtaining approval by, the
stockholders of the
Corporation. Any person who
at any time after the adoption of this Bylaw serves or has
served in any of the aforesaid capacities for
or on behalf of the Corporation
shall be deemed to be doing or to have done
so in reliance upon, and as consideration for, the right of indemnification
provided herein. Such right shall inure to the benefit of
the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled
apart from the provision of this Bylaw.
Unless otherwise
provided herein, the indemnification extended to a person
that has qualified for indemnification under
the provisions of this Article X
shall not be terminated when the person has
ceased to be a director, officer, employee or agent for
all causes of action against the indemnified party based
on acts and events occurring prior to the termination of
the relationship with
the Corporation and shall inure to the
benefit of the heirs, executors and administrators of such person.