Ehibit
3.1
BY-LAWS,
AS AMENDED AND RESTATED APRIL 18, 2007
INDEX
MAGELLAN
PETROLEUM CORPORATION
ARTICLE
I
Offices
Page
SECTION
1.
|
Registered
Office.
|
4
|
SECTION
2.
|
Other
Offices.
|
4
|
ARTICLE
II
Meeting
of
Stockholders
SECTION
1.
|
Place
of Meetings.
|
4
|
SECTION
2.1.
|
Annual
Meeting.
|
4
|
SECTION
2.2.
|
Notice
of Stockholder Nominees.
|
5
|
SECTION
3.
|
Special
Meetings; Notice.
|
6
|
SECTION
4.
|
Notice
of Meetings.
|
7
|
SECTION
5.
|
Quorum.
|
7
|
SECTION
6.
|
Voting
at Stockholders' Meetings.
|
7
|
SECTION
7.
|
Proxies
and Voting.
|
7
|
SECTION
8.
|
Manner
of Voting.
|
8
|
SECTION
9.
|
Stock
Register.
|
8
|
SECTION
10.
|
Presiding
Officer and Secretary; Conduct of Business
|
8
|
ARTICLE
III
Board
of Directors
SECTION
1.
|
Election
and Removal of Directors.
|
9
|
SECTION
2.
|
Quorum.
|
9
|
SECTION
3.
|
Voting
by Proxy.
|
9
|
SECTION
4.
|
Regular
Meetings.
|
9
|
SECTION
5.
|
Special
Meetings.
|
9
|
SECTION
6.
|
Place
of Meeting.
|
10
|
SECTION
7.
|
Compensation.
|
10
|
SECTION
8.
|
Voting
Securities Held by the Corporation.
|
10
|
SECTION
9.
|
Indemnification
Agreements.
|
10
|
ARTICLE
IV
Officers
SECTION
1.
|
Election,
Term and Vacancies.
|
11
|
SECTION
2.
|
President.
|
11
|
SECTION
3.
|
Vice
Presidents.
|
11
|
SECTION
4.
|
Secretary.
|
11
|
SECTION
5.
|
Treasurer.
|
12
|
SECTION
6.
|
Assistant
Secretary and Assistant Treasurer.
|
12
|
SECTION
7.
|
Oaths
and Bonds.
|
12
|
SECTION
8.
|
Signatures.
|
12
|
SECTION
9.
|
Delegation
of Duties.
|
13
|
ARTICLE
V
Shares
of Stock
SECTION
1.
|
Certificates
of Stock.
|
13
|
SECTION
2.
|
Registered
Stockholders.
|
13
|
SECTION
3.
|
Cancelled
and Lost Certificates.
|
13
|
SECTION
4.
|
Transfer
of Shares.
|
13
|
SECTION
5.
|
Addresses
of Stockholders.
|
14
|
SECTION
6.
|
Regulations.
|
14
|
SECTION
7.
|
Record
Date.
|
14
|
ARTICLE
VI
Dividends
SECTION
1.
|
Dividends
and Reserves.
|
15
|
SECTION
2.
|
Stock
Dividends.
|
15
|
ARTICLE
VII
Fiscal
Year
ARTICLE
VIII
Seal
ARTICLE
IX
Amendments
BY-LAWS
OF
MAGELLAN
PETROLEUM CORPORATION
ARTICLE
I
Offices
SECTION
1. Registered Office.
The
registered office of the corporation shall be at Corporation Trust Center,
1209
Orange Street, in the City of Wilmington, Delaware.
SECTION
2. Other Offices.
The
corporation may also have other offices at such other places within or without
the State of Delaware as the board of directors may from time to time
determine.
ARTICLE II
Meeting
of Stockholders
SECTION
1. Place of Meetings. All
meetings of the stockholders of the corporation may be held at the principal
office of the corporation in the State of Delaware, or at such other place
or
places, within or without the State of Delaware, as the board of directors
may
from time to time determine.
SECTION
2.1. Annual Meeting.
The
annual meeting of the stockholders for the election of Directors and for the
transaction of such other business as may properly come before the meeting
shall
be held on such date as the board of directors shall each year fix. The day,
place and hour of each annual meeting shall be specified in the notice of annual
meeting. The meeting may be postponed or adjourned from time to time and place
to place until its business is completed.
At
an
annual meeting of the stockholders, only such business shall be conducted as
shall
have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or
any
supplement thereto) given by or at the direction of the board of directors,
(b)
otherwise properly brought before the meeting by or at the direction of the
board of directors, or (c) otherwise properly brought before the meeting by
a
stockholder. For business to be properly brought before an annual meeting by
a
stockholder, the stockholder must have given timely notice thereof in writing
to
the Secretary of the corporation. To be timely, a stockholder's notice must
he
delivered to or
mailed
and received at the principal executive offices of the corporation, not less
than sixty (60)
nor more
than
ninety (90) days prior to the meeting; provided, however, that in the event
that
less than seventy days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth day
following the date on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. For purposes of this Section 2.1,
public disclosure shall be deemed to have been made to stockholders when
disclosure of the date of the meeting is first made in a press release reported
by the Dow Jones News Services, Associated Press, Reuters Information Services,
Inc. or comparable national news service or in a document publicly filed by
the
corporation with the Securities and Exchange Commission pursuant to Sections
13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended.
A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting
(a) a
brief
description of the business desired to be brought before the annual meeting
and
the reasons for conducting such business at the annual meeting;
(b) the
name
and address, as they appear on the corporation's books, of the stockholder
intending to propose such business;
(c) the
class
and number of shares of the corporation which are beneficially owned by the
stockholder;
(d) a
representation that the stockholder is a holder of record of capital stock
of
the corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to present such business;
(e) any
material interest of the stockholder in such business.
Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at
an
annual meeting except in accordance with the procedures set forth in this
Section 2.1. The presiding officer of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
2.1, and if he should so determine, he shall so declare to the meeting and
any
such business not properly brought before the meeting shall not be
transacted.
SECTION
2.2. Notice of
Stockholder Nominees.
Only
persons who are nominated in accordance with the procedures set forth in these
By-Laws shall be eligible for election as directors. Nominations of persons
for
election to the board of directors of the corporation may be made at a meeting
of stockholders (a) by or at the direction of the board of directors or (b)
by
any stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth
in
this Section 2.2. Nominations by stockholders shall be made pursuant to timely
notice in
writing
to the Secretary of the corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the
corporation not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy
days' (70) notice or prior public disclosure of the date of the meeting is
given
or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. For purposes of this Section 2.2, public disclosure shall
be deemed to have been made to stockholders when disclosure of the date of
the
meeting is first made in a press release reported by the Dow Jones News
Services, Associated Press, Reuters Information Services, Inc. or comparable
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of
the Securities Exchange Act of 1934, as amended.
Each
such
notice shall set forth:
(a) the
name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated;
(b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person
or
by proxy at the meeting to nominate the person or persons specified in the
notice;
(c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; and
(d) such
other information regarding each nominee proposed by such stockholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been nominated,
or intended to be nominated, by the board of directors.
To
be
effective, each notice of intent to make a nomination given hereunder shall
be
accompanied by the written consent of each nominee to being named in a proxy
statement and to serve as a director of the corporation if elected.
No
person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in these By-Laws. The presiding
officer of the meeting shall, if the facts warrant, determine and declare to
the
meeting that nomination was not made in accordance with the procedures
prescribed by these By-Laws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.
SECTION
3. Special Meetings; Notice.
Special
meetings of the stockholders, other than those required by statute, may be
called at any time by the Chairman of the board of directors, or by the
President of the corporation, or by the board of directors pursuant to a
resolution approved by a majority of the entire board of directors. Notice
of
every special meeting, stating the time, place and purpose, shall be given
by
mailing, postage prepaid, at least ten but not more than sixty days before
each
such meeting, a copy of such notice addressed to each stockholder of the
corporation at his post office address as recorded on the books of the
corporation. The board of directors may postpone or reschedule any previously
scheduled special meeting.
Only
such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the board of directors may be made at
a
special meeting of stockholders at which directors are to be selected pursuant
to the notice of meeting (a) by or at the direction of the board of directors
or
(b) by any stockholder of the corporation who is a stockholder of record at
the
time of giving of notice provided for in this By-Law, who shall be entitled
to
vote at the meeting and who complies with the notice procedures set forth in
this By-Law. Nominations by stockholders of persons for election to the board
of
directors may be made at such a special meeting of stockholders if the
stockholder's notice required by Article II, Section 2.2 of these By-Laws shall
be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the 90th day prior to such special meeting and
not
later than the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public disclosure
is
first made of the date of the special meeting and of the nominees proposed
by
the board of directors to be selected at such meeting. For purposes of this
Section 3, public disclosure shall be deemed to have been made to stockholders
when disclosure of the date of the meeting is first made in a press release
reported by the Dow Jones News Services, Associated Press, Reuters Information
Services, Inc. or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.
SECTION
4. Notice of Meetings.
Notice
of
the time and place of the annual meeting and of any special meeting of the
stockholders shall be mailed or cabled by the Secretary to each stockholder
entitled to vote at such meeting, at his last known post office address, at
least ten (10) days prior to such meeting. The notice of a special meeting
shall
also set forth the objects of the meeting. All or any of the stockholders may
in
writing waive notice of any meeting, before or after the holding of such
meeting, and the presence of a stockholder at any meeting, in person or by
proxy, shall be deemed waiver of notice thereof by him. Meetings of the
stockholders may be held at any time and place and for any purpose, without
notice, when all of the stockholders entitled to vote at such meetings are
present in person or by proxy, or when all of such stockholders waive such
notice in writing and consent to the holding of such meetings.
SECTION
5. Quorum.
The
holders for the time being of thirty-three and one third percent (33 1/3 %)
of
the total number of shares of stock issued and outstanding and entitled to
be
voted at any meeting, present in person or by proxy, shall constitute a quorum
for the transaction of business, unless the representation of a larger number
shall be required by law. In the absence of a quorum, the stockholders attending
or represented at the time and place at which a meeting shall have been called,
may adjourn the meeting from time to time until a quorum shall be present.
At
any such adjourned meeting at which a quorum shall be present, any business
may
be transacted which might have been transacted by a quorum of the stockholders
at the meeting as originally convened.
SECTION
6. Voting at Stockholders' Meetings.
At
all
meetings of the stockholders, subject to the provisions of the corporation's
Certificate of Incorporation and subject to Section 8 of this Article, each
holder of stock of the corporation having the right to vote at such meeting
shall be entitled to one vote for each share standing registered in his name
on
the record date for such meeting.
SECTION
7. Proxies
and Voting.
At
any
meeting of the stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an instrument in writing or by a transmission
permitted by law filed in accordance with the procedure established for the
meeting. Any copy, facsimile telecommunication or other reliable reproduction
of
the writing or transmission created pursuant to this paragraph may be
substituted or used in lieu of the original writing or transmission for any
and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction
shall
be a complete reproduction of the entire original writing or
transmission.
SECTION
8. Manner of Voting.
All
elections shall be by ballot, and any matter to be voted at any meeting of
stockholders must be approved, not only by a majority of the shares voted at
such meeting (or such greater number of shares as would otherwise be required
by
law or the Certificate of Incorporation), but also by a majority of the
stockholders present in person or by proxy and entitled to vote thereon;
provided, however, except and only in the case of the election of directors,
if
no candidate for one or more directorships receives both such majorities, and
any vacancies remain to be filled, each person who receives the majority in
number of the stockholders present in person or by proxy and voting thereon
shall be elected to fill such vacancies by virtue of having received such
majority. When shares are held by members or stockholders of another company,
association or similar entity and such persons act in concert, or when shares
are held by or for a group of stockholders whose members act in concert by
virtue of any contract, agreement or understanding, such persons shall be deemed
to be one stockholder for the purposes of this Section.
SECTION
9. Stock Register.
The
officer or agent having charge of the stock register shall keep a complete
alphabetical list of the stockholders entitled to vote, together with the
residence of each and the number of shares by each, which list and stock
register shall be kept on file at any office of the corporation or at the office
of any transfer agent or registrar of transfers appointed by the board of
directors. The stock register shall be the only evidence as to who are the
stockholders entitled to vote at any meeting of the stockholders
thereof.
SECTION
10. Presiding Officer and Secretary; Conduct of Business.
Subject
to Article IV, Section 2, the president, or in his absence, the vice president,
shall call meetings of the stockholders to order and shall act as chairman
of
the meetings; but in the absence of the president and vice president, the board
of directors may appoint any stockholder to act as the chairman of the meeting,
and, in default of an appointment by the board of directors of a chairman,
the
stockholders may elect a chairman to preside at the meeting. The Secretary
of
the corporation shall act as Secretary of all meetings of the stockholders,
but
in his absence the presiding officer may appoint any person to act as Secretary
of the meeting.
The
presiding officer of any meeting of stockholders shall determine the order
of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.
ARTICLE
III
Board
of Directors
SECTION
1. Election and Removal of Directors.
(a) Number,
Election and Terms. The powers of the corporation shall be exercised by the
board of directors, except such as are by law or by the Certificate of
Incorporation or by the By-Laws of the corporation reserved to the stockholders.
The board of directors shall consist of five (5) members, but such number may
be
altered from time to time by an amendment of these By-Laws. At the 1985 Annual
Meeting of Stockholders, the directors shall be divided into three classes,
as
nearly equal in number as possible, with the term of office of the first class
to expire at the 1986 Annual Meeting of Stockholders, the term of office of
the
second class to expire at the 1987 Annual Meeting of Stockholders and the term
of office of the third class to expire at the 1988 Annual Meeting of
Stockholders, or in each case thereafter when their respective successors are
elected and have qualified or upon their earlier death, resignation or removal.
At each Annual Meeting of Stockholders following such initial classification
and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding Annual Meeting
of Stockholders after their election, or in each case thereafter when their
respective successors are elected and have qualified or upon their earlier
death, resignation or removal. Directors need not be stockholders.
(b) Newly
Created Directorships and Vacancies. Subject to the rights of the holders of
any
series of Preferred Stock then outstanding, newly created directorships
resulting from an increase in the authorized number of directors or any
vacancies in the board of directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall only
be
filled by or in the manner directed by a majority vote of the directors then
in
office, and directors so chosen shall hold office for a term expiring at the
Annual Meeting of Stockholders at which the term of the class to which they
have
been elected expires. No decrease in the number of directors constituting the
board of directors shall shorten the term of any incumbent
director.
(c) Removal.
Notwithstanding any other provision in these By-Laws to the contrary and subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any director, or the entire board of directors, may be removed from office
at
any time, but only for cause and only by the affirmative vote of at least a
majority of the votes cast at a stockholders' meeting called to consider such
removal and a majority of the stockholders present in person or by proxy and
entitled to vote thereon.
SECTION
2. Quorum.
A
majority of the total number of directors shall constitute a quorum of the
board
of directors for the conduct of business of the corporation. In the
absence of a quorum the director or directors present in person, at the time
and
place at which the meeting shall have been called, may adjourn the meeting
from
time to time, and from place to place until a quorum shall be present. The
act
of a majority of the directors present in person at a meeting at which a quorum
is present, shall be the act of the board of directors, except in situations
where the Delaware General Corporation Law imposes a different
rule.
SECTION
3. Voting by Proxy.
Directors
may not be represented and may not vote by proxy at directors' meetings.
SECTION
4. Regular Meetings.
Regular
meetings of the board may be
held upon such notice, or without notice, as the board of directors may by
resolution from time to time determine.
SECTION
5. Special Meetings.
Special
meetings of the board shall be held whenever called by the president, or a
majority of the entire board of directors, on two (2) days' notice to each
director, either in person or by mail, telephone or by telegraph. Special
meetings of the board may be held for any purpose, without notice, whenever
all
of the directors are present in person, or shall in writing waive notice of
and
consent to the holding of such meeting.
SECTION
6. Place of Meeting.
Any
meeting of the board of directors may be held at such place or places as may
from time to time be established by resolution of the board, or as may be fixed
in the notice of such meeting, or as may be agreed to in writing by all the
directors of the corporation.
SECTION
7. Compensation.
The
board
of directors shall have authority to fix fees of directors in compensation
for
their service as directors and as members of special or standing committees
of
the board of directors, including reasonable allowance of expenses actually
incurred in connection with their duties.
SECTION
8. Voting Securities Held by the Corporation.
The
directors shall have power to determine who shall be entitled to vote in the
name and behalf of the corporation upon, or to assign and transfer, any shares
of stock, bonds, or other securities of other companies held by the corporation,
and the directors may designate an officer who shall have power to appoint
a
person or persons to vote, assign or transfer any securities of other companies
held by the corporation.
SECTION
9. Indemnification Agreements.
The
corporation shall enter into appropriate agreements with its directors and
officers (and with such other employees and agents as the board of directors
deems appropriate in its sole and exclusive discretion) both to indemnify such
directors and officers (and such other employees and agents, if any) and to
advance to such directors and officers (and such other employees
and agents, if any) the funds for litigation expenses to the fullest extent
permitted by
the laws
of the State of Delaware, as the same presently exist or may hereafter be
amended, changed or modified.
Any
repeal or modification of the foregoing paragraph shall not adversely affect
the
rights of any director of officer (or any such employee or agent) of the
corporation relating to claims arising in connection with events which took
place prior to the date of such repeal or modification.
ARTICLE
IV
OFFICERS
SECTION
1. Election, Term and Vacancies.
The
officers of the corporation shall be a president, a secretary and a treasurer,
all of whom shall be elected by the board of directors. The board may also
appoint such other officers and agents as it may deem necessary, who shall
have
such authority and perform such duties as may from time to time be prescribed
by
the board. Officers elected by the board shall hold office for one year, or
until their successors are elected and qualified, provided, that any officer
may
be removed at any time by the board. Vacancies occurring among the officers
of
the corporation shall be filled by the board of directors. No officer need
be a
director and any person may hold two or more offices, except those of president
and vice president.
SECTION
2. President.
The
president shall be the chief executive officer of the corporation. He shall
preside at all meetings of the directors and stockholders at which he is
present. He shall have general management of the business of the corporation,
subject to the board of directors, and shall see that all orders and resolutions
of the board are carried into effect. He shall execute contracts and other
obligations authorized by the board, and may, without previous authority of
the
board, make such contracts as the ordinary business of the corporation shall
require. He shall have the usual powers and duties vested in the office of
president of a corporation, but may delegate any of his powers to one or more
of
the vice presidents. He shall have power to select and appoint all necessary
officers and servants of the corporation except the vice presidents, secretary
and treasurer, and such other officers as may be selected by the board of
directors. He shall have power to remove any officers and servants appointed
by
him, and to make new appointments to fill vacancies in any such
offices.
SECTION
3. Vice Presidents.
The
board
of directors shall have power at any time to elect one or more vice presidents
of the corporation. The vice presidents of the corporation, if any, shall be
vested with such powers and duties as the board of directors may from time
to
time decide. In the absence or inability of the president to serve, the vice
president designated by the board of directors shall be vested with all of
the
powers of the president.
SECTION
4. Secretary.
The
Secretary shall attend all meetings of the stockholders, of the board of
directors and of any committees of the board of directors, and record the votes
and proceedings of such meetings in books to be kept for that purpose. He shall
keep the corporate seal in safe custody and affix it to any instrument requiring
the same. He shall attend to the giving and serving of notices of meetings,
and
shall have charge of such books and papers as properly belong to his office,
or
as may be committed to his care by the board of directors or executive
committee. He shall also perform such other duties as pertain to his office
or
as may be required by the board of directors, or as may be delegated to him
from
time to time by the president.
SECTION 5.
Treasurer.
The
treasurer shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in banks belonging
to the corporation, and shall deposit all moneys and other valuable effects
in
the name and to the credit of the corporation in such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board or the president, taking proper
vouchers for such disbursements, and shall render to the president or board
of
directors, whenever they require it, an account of all his transactions as
treasurer and of the financial condition of the company.
SECTION
6. Assistant Secretary and Assistant Treasurer.
The
board
of directors shall have power at any time to elect an assistant secretary and/or
an assistant treasurer of the corporation, or may at any time authorize the
president to appoint such officers. The assistant secretary shall perform such
duties as may be delegated to him by the Secretary, or as may be required by
the
board of directors or the president, and shall in the absence of the Secretary
perform all the functions and have all the duties and responsibilities of
Secretary. The assistant treasurer shall perform such duties as may be delegated
to him by the treasurer, and shall also perform such other duties as may be
required by the board of directors or by the president. In the absence of the
treasurer, the assistant treasurer shall have all the powers and all the duties
and responsibilities of the treasurer. One person may hold the officers of
assistant secretary and assistant treasurer.
SECTION
7. Oaths
and Bonds.
The
board
of directors may by resolution require any officers, agents or employees of
the
corporation to give oaths or to furnish bonds for the faithful performance
of
their respective duties.
SECTION
8. Signatures.
All
checks, drafts or orders for the payment of money, and all acceptances, bills
of
exchange and promissory notes may be signed by any officer or officers of the
corporation, or by any other person designated by resolution of the board of
directors.
SECTION
9. Delegation of Duties.
In
the
event of death, resignation, retirement, disqualification, disability, sickness,
absence, removal from office or refusal to act of any officer or agent of the
corporation, or for any reason that the board of directors may deem sufficient,
the board of directors may delegate the powers and duties of such officer or
agent to any other officer or agent, or to any director, for the time
being.
ARTICLE V
Shares
of Stock
SECTION
1. Stock Certificates; Uncertificated Stock.
The
shares of the corporation’s capital stock may be certificated or uncertificated,
as provided under the Delaware General Corporation Law of the State of Delaware.
Except as otherwise provided by law, the rights and obligations of the holders
of uncertificated shares and the rights and obligations of the holders of
certificated shares of the same class and series shall be identical. Each
stockholder, upon written request to the corporation, or to the transfer agent
or registrar of the corporation, shall be entitled to a certificate of the
capital stock of the corporation in such form, not inconsistent with law and
the
Certificate of Incorporation of the corporation, as may be approved by the
board
of directors. Certificates shall be signed by or in the name of the corporation
by the chairperson or vice-chairperson of the board of directors, or the
president or vice-president, and by the treasurer or an assistant treasurer,
or
the secretary or an assistant secretary of the corporation. Any or all the
signatures on the certificate may be a facsimile. Certificates shall be
consecutively numbered, and the names of the persons owning the shares
represented thereby, together with the number of such shares and the date of
issue, shall be entered on the books of the corporation. Every certificate
for
shares of stock which are subject to any restriction on transfer shall contain
such legend with respect thereto as is required by law. The corporation shall
be
permitted to issue fractional shares.
SECTION
2. Registered Stockholders.
The
corporation shall be entitled to treat the holder of record of any share or
shares of stock in this company as the holder in fact thereof, and 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, save as expressly provided by the laws of the State of
Delaware.
SECTION
3. Replacement of Certificates; Lost Certificates.
In
case
of the alleged loss, destruction or mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon such terms as the
board of directors may prescribe, provided, however, that if such shares have
ceased to be certificated, a new certificate shall be issued only upon written
request to the corporation or to the transfer agent or registrar of the
corporation. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, and shall advertise the
same in such manner as the board of directors may require, and shall, if the
board of directors so requires, give the corporation a bond of indemnity in
such
sum as they may direct.
SECTION
4. Transfer of Shares.
Subject
to any restrictions on transfer and unless otherwise provided by the board
of
directors, shares of stock may be transferred only on the books of the
corporation, if such shares are certificated, by the surrender to the
corporation or its transfer agent of the certificate therefore properly endorsed
or accompanied by a written assignment or power of attorney properly executed,
with transfer stamps (if necessary) affixed, or upon proper instructions from
the holder of uncertificated shares, in each case with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.
SECTION
5. Addresses of Stockholders.
Every
stockholder shall furnish the Secretary with an address to which notices of
meetings and all other notices may be addressed, but in default thereof, such
notices may be sent to stockholders at their last known address or at the
principal office of the corporation, except as otherwise provided in these
By-Laws.
SECTION 6.
Transfer Agents; Rules and Regulations.
The
board
of directors may appoint a transfer agent and one or more co-transfer agents
and
a registrar and one or more co-registrars and may make, or authorize such agents
and registrars to make, all such rules and regulations as they may deem
expedient governing the issue, transfer and registration of the certificates
for
shares of the capital stock of the corporation.
SECTION
7. Record
Date.
In
order
that the corporation may determine the stockholders entitled to notice of or
to
vote at any meeting of stockholders, or to receive payment of any dividend
or
other distribution or allotment of any rights or to exercise any rights in
respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted
and
which record date shall not be more than sixty (60) days nor less than ten
(10)
days before the date of any meeting of stockholders, nor more than sixty (60)
days prior to the time for such other action as hereinbefore described;
provided, however, that 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 date 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,
and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the board of directors adopts
a
resolution relating thereto.
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.
In
order
that the corporation may determine 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. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the board of directors to fix a record date. The board of directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the board of directors within ten (10) days of
the
date on which such a request is received, 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
applicable 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 by delivery to its registered office in the State of Delaware,
its
principal place of business, or any 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. If no record
date
has been fixed by the board of directors and prior action by the board of
directors is required by applicable 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 date on which the board of
directors adopts the resolution taking such prior action.
ARTICLE
VI
Dividends
SECTION
1. Dividends and Reserves.
Before
payment of any dividend or making any distribution of profits, the board of
directors may set aside out of the surplus or net profits of the corporation,
such sum or sums as in their absolute discretion they may deem proper as a
reserve fund for depreciation, renewal, repair and maintenance or for such
other
purposes as the directors shall think conducive to the interests of the
corporation. Dividends upon the issued and outstanding stock of the corporation
may be declared at any regular or special meeting of the board of
directors.
SECTION
2. Stock
Dividends.
When
the
directors shall so determine, dividends may be paid in stock of the corporation;
provided the stock requisite for such purpose shall be authorized and provided,
if such stock has not theretofore been issued, there shall be transferred from
surplus to the capital of the corporation an amount at least equal to the
minimum amount for which such stock could be lawfully issued.
ARTICLE
VII
Fiscal
Year
The
fiscal year of the corporation shall end on the last day of June in each
year.
ARTICLE
VIII
Seal
The
corporate seal is, and until otherwise ordered and directed by the board of
directors shall be, an impression upon paper or wax, bearing the name of the
corporation, the year of its organization and the words "Corporate
Seal Delaware."
ARTICLE
IX
Amendments
These
By-Laws may be altered, amended or repealed by the vote of a majority of the
board of directors at any regular or special meeting of the board; provided
notice of such proposed alteration, amendment or repeal shall have been included
in the notice of such meeting, or shall have been waived in writing by all
the
directors, or at any regular or special meeting of the board at which all of
the
directors are present, without such notice or waiver of notice. Notwithstanding
any other provision in these By-Laws to the contrary and subject to the rights
of the holders of any series of Preferred Stock then outstanding, these By-Laws
may also be altered, amended or repealed by the stockholders at any regular
or
special meeting called for that purpose by the favorable vote of sixty-six
and
two-thirds percent (66 2/3 %) of the voting power of all outstanding voting
stock of the corporation generally entitled to vote at such meeting and
sixty-six and two-thirds percent (66 2/3%) of the stockholders present in person
or by proxy and entitled
to vote at such meeting.