Exhibit 1.20
BYLAWS OF
CORPORATE EXPRESS REAL ESTATE, INC.
ARTICLE 1
OFFICES
Section 1.1. Registered Office.
The registered office of the Corporation shall be in Wilmington,
Delaware.
Section 1.2. Corporate Office.
The Corporation may have its office or offices at such place or places
as the board of directors, in its discretion, may from time to time determine.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.1. Time and Place.
Any meeting of the stockholders may be held at such time and such place,
either within or without the State of Delaware, as shall be designated from
time to time by resolution of the board of directors or as shall be stated in a
duly authorized notice of the meeting.
Section 2.2. Annual Meeting.
The annual meeting of the stockholders shall be held on the date and at
the time fixed, from time to time, by the board of directors; provided,
however, that the first annual meeting shall be held within thirteen months
after the organization of the Corporation, and each succeeding annual meeting
shall be held within thirteen months after the last preceding annual
meeting. The annual meeting shall be
for the purpose of electing a board of directors and transacting such other
business as may properly be brought before the meeting.
Section 2.3. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of incorporation,
may be called by the president or the board of directors and shall be called by
the president or secretary at the written request of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting.
Section 2.4. Notices. Written
notice stating the place, date, and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before the date of the
meeting, except as otherwise required by statute or the certificate of
incorporation, either personally or by mail, telecopy, prepaid telegram, telex,
cablegram, or radiogram, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall
be deemed to be given when deposited in the United States mail, postage
prepaid, addressed to the stockholder at his address as it appears on the stock
records of the Corporation. If given
personally or otherwise than by
mail, such notice shall be deemed to be given when either handed to the
stockholder or delivered to the stockholder’s address as it appears on the
stock records of the Corporation.
Section 2.5. Record Date. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting, or at any adjournment of a meeting, of stockholders;
or entitled to express consent to corporate action in writing without a
meeting; or entitled to receive payment of any dividend or other distribution
or allotment of any rights; or entitled to exercise any rights in respect of
any change, conversion, or exchange of stock; or for the purpose of any other
lawful action; the board of directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors. The record date for determining the stockholders entitled to
notice of or to vote at any meeting of the stockholders or any adjournment
thereof shall not be more than sixty nor less than ten days before the date of
such meeting. The record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. The record date for any other action shall
not be more than sixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholders
entitled to notice of or to vote at any meeting shall be at the close of
business on the day next preceding the day on which notice is given or, if
notice is waived by all stockholders, at the close of business on the day next
preceding the day on which the meeting is held; (ii) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the board of directors is
required, shall be the first date on which a signed written consent setting
forth the action taken or to be taken is delivered to the Corporation and, when
prior action by the board of directors is required, shall be at the close of
business on the day on which the board of directors adopts the resolution
taking such prior action; and (iii) the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating to such other
purpose. 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.
Section 2.6. Voting List. The
secretary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address 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 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 so specified, at the place where the meeting
is to be held. The list shall be
produced and kept at the place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.
Section 2.7. Quorum. The
holders of a majority of the stock issued and outstanding and entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute or by the certificate of incorporation. If, however, such a quorum shall not be
present at any meeting of stockholders, the stockholders entitled to vote,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time,
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without notice if the time and place are announced at the meeting,
until a quorum shall be present. At
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty
days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.
Section 2.8. Voting and Proxies.
At every meeting of the stockholders, each stockholder shall be entitled
to one vote, in person or by proxy, for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be voted on after
three years from its date unless the proxy provides for a longer period. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the certificate of incorporation, a different vote is required,
in which case such express provision shall govern.
Section 2.9. Waiver.
Attendance of a stockholder of the Corporation, either in person or by
proxy, at any meeting, whether annual or special, shall constitute a waiver of
notice of such meeting, except where a stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A written waiver of notice of
any such meeting signed by a stockholder or stockholders entitled to such
notice, whether before, at, or after the time for notice or the time of the meeting,
shall be equivalent to notice. Neither
the business to be transacted at, nor the purpose of, any meeting need be
specified in any written waiver of notice.
Section 2.10. Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken
at any annual or special meeting of stockholders of the Corporation may be
taken without a meeting, without prior notice, and without a vote, if a consent
in writing, setting forth the action so taken, shall be 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 were present and voted. 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. Any such consent may be in counterparts and shall bear the date
of signature of each stockholder who signs the consent. No such consent shall be effective to take
any action unless, within sixty days following the date of the earliest
signature thereon, the consent or counterparts thereof, bearing the signatures
of holders of 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 were present, are delivered to the Corporation by delivery to
its principal place of business or to the secretary of the Corporation. Any action taken pursuant to such consent
shall be effective as of the date of the last signature thereon needed to make
it effective unless otherwise provided in the consent. All counterparts of such consent necessary
to make it effective shall be filed with the minutes of proceedings of the
stockholders. If the action that is
consented to is such as would have required the filing of a certificate under
any provisions of the Delaware General Corporation Law if such action had been
voted upon by stockholders at a meeting, the certificate filed shall state, in
lieu of any statement concerning a vote of stockholders, that written consent
has been given in accordance with the provisions of Section 228 of the
Delaware General Corporation Law.
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ARTICLE 3
DIRECTORS
Section 3.1. Number. The
number of directors shall be one or more, as fixed from time to time by
resolution of the board of directors; provided, however, that the number of
directors shall not be reduced so as to shorten the tenure of any director at
the time in office. The initial number
of directors shall be one.
Section 3.2. Elections. Except
as provided in Section 3.3 of this Article 3, the board of directors
shall be elected at the annual meeting of the stockholders or at a special
meeting called for that purpose. Each
director shall hold such office until his successor is elected and qualified or
until his earlier resignation or removal.
Section 3.3. Vacancies. Any
vacancy occurring on the board of directors and any directorship to be filled by
reason of an increase in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors, although less than a
quorum, or by a sole remaining director.
Such newly elected director shall hold such office until his successor
is elected and qualified or until his earlier resignation or removal.
Section 3.4. Meetings. The
first meeting of each newly elected board of directors elected at the annual
meeting of stockholders shall be held immediately after, and at the same place
as, the annual meeting of the stockholders, provided a quorum is present, and
no notice of such meeting shall be necessary in order to legally constitute the
meeting. The board of directors may, by
resolution, establish a place and time for regular meetings which may
thereafter be held without call or notice.
Section 3.5. Notice of Special Meetings. Special meetings may be called by the president or any two
members of the board of directors. Such
notice may be given to each member of the board of directors by mail by the
secretary, the president, or the members of the board calling the meeting by
depositing the same in the United States mail, postage prepaid, at least seven
days before the meeting, addressed to the director at the last address he has
furnished to the Corporation for this purpose, and any notice so mailed shall
be deemed to have been given at the time when mailed. Notice may also be given at least twenty-four hours before the
meeting in person, by telephone, or by a writing (including telecopy, prepaid
telegram, telex, cablegram, radiogram, or similar writing), and such notice
shall be deemed to have been given when the personal or telephone conversation
occurs or when the writing is either personally delivered to the director or is
delivered to such address as is stated above, as the case may be.
Section 3.6. Quorum. At all
meetings of the board, a majority of the total number of directors shall
constitute a quorum for the transaction of business, and the act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the board of directors, except as otherwise specifically required by
statute, the certificate of incorporation, or these bylaws. If less than a quorum is present, the
director or directors present may adjourn the meeting from time to time without
further notice. Voting by proxy is not
permitted at meetings of the board of directors.
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Section 3.7. Waiver. Attendance
of a director at a meeting of the board of directors shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. A written waiver of notice
signed by a director or directors entitled to such notice, whether before, at,
or after the time for notice or the time of the meeting, shall be equivalent to
the giving of such notice.
Section 3.8. Action Without Meeting.
Any action required or permitted to be taken at a meeting of the board
of directors may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the directors and filed
with the minutes of proceedings of the board of directors. Any such consent may be in counterparts and
shall be effective on the date of the last signature thereon unless otherwise
provided therein.
Section 3.9. Attendance by Telephone.
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 such participation in a meeting shall constitute presence in person at such
meeting.
ARTICLE 4
OFFICERS
Section 4.1. Election. The
Corporation shall have such officers, with such titles and duties, as the board
of directors may determine by resolution, which may include a president, one or
more vice presidents, a secretary, and a treasurer and one or more assistants
to such officers. The officers shall in
any event have such titles and duties as shall enable the Corporation to sign
instruments and stock certificates complying with Sections 103(a)(2) and 158 of
the Delaware General Corporation Law, and one of the officers shall have the
duty to record the proceedings of the stockholders and the directors in a book
to be kept for that purpose. The
officers shall be elected by the board of directors; provided, however, that
the president may appoint one or more assistant secretaries and assistant
treasurers and such other subordinate officers as he deems necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as are prescribed in the bylaws or as may be determined from time
to time by the board of directors or the president. Any two or more offices may be held by the same person, except
the offices of president and secretary.
Section 4.2. Removal and Resignation.
Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any officer appointed by the
president may be removed at any time by the board of directors or the
president. Any officer may resign at
any time by giving written notice of his resignation to the president or to the
secretary, and acceptance of such resignation shall not be necessary to make it
effective unless the notice so provides.
Any vacancy occurring in any office of president, vice president,
secretary, or treasurer shall be filled by the board of directors. Any vacancy occurring in any other office
may be filled by the president.
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Section 4.3. President. The
president shall be chief executive officer of the Corporation and shall preside
at all meetings of the stockholders and of the board of directors. Subject to the direction and control of the
board of directors, he shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of the board
of directors are carried into effect.
He may negotiate for, approve, and execute contracts, deeds, and other
instruments on behalf of the Corporation as are necessary and appropriate in
the general management of the business of the Corporation or as are approved by
the board of directors or any committee designated by the board of directors. He shall perform such additional functions
and duties as the board of directors may from time to time prescribe.
Section 4.4. Vice President.
The vice president or, if there is more than one, the vice presidents in
the order determined by the board of directors shall be the officer or officers
next in seniority after the president.
Each vice president shall also perform such duties and exercise such
powers as are appropriate and such as are prescribed by the board of directors
or, in lieu of or in addition to such prescription, such as are prescribed by
the president from time to time. Upon
the death, absence, or disability of the president, the vice president or, if
there is more than one, the vice presidents in the order determined by the
board of directors shall perform the duties and exercise the powers of the
president.
Section 4.5. Assistant Vice President. The assistant vice president or, if there is more than one, the
assistant vice presidents shall, under the supervision of the president or a
vice president, perform such duties and have such powers as are prescribed by
the board of directors, the president, or a vice president from time to time.
Section 4.6. Secretary. The
secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, keep the minutes
of such meetings, have charge of the corporate seal and stock records, be
responsible for the maintenance of all corporate files and records and the
preparation and filing of reports to governmental agencies (other than tax
returns), have authority to affix the corporate seal to any instrument
requiring it (and, when so affixed, attest it by his signature), and perform
such other duties and have such other powers as are appropriate and such as are
prescribed by the board of directors from time to time.
Section 4.7. Assistant Secretary.
The assistant secretary or, if there is more than one, the assistant
secretaries in the order determined by the board of directors or, in lieu of
such determination, by the president or the secretary shall, in the absence or
disability of the secretary or in case such duties are specifically delegated
to him by the board of directors, the president, or the secretary, perform the
duties and exercise the powers of the secretary and shall, under the
supervision of the secretary, perform such other duties and have such other
powers as are prescribed by the board of directors, the president, or the
secretary from time to time.
Section 4.8. Treasurer. The
treasurer shall have control of the funds and the care and custody of all the
stocks, bonds, and other securities of the Corporation and shall be responsible
for the preparation and filing of tax returns.
He shall receive all moneys paid to the Corporation and shall have
authority to give receipts and vouchers, to sign and endorse checks and
warrants in its name and on its behalf, and give full discharge for the
same. He shall also have charge of the
disbursement of the funds of the Corporation and shall keep full and accurate
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records
of the receipts and disbursements. He
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the
board of directors and shall perform such other duties and have such other
powers as are appropriate and such as are prescribed by the board of directors
from time to time.
Section 4.9. Assistant Treasurer.
The assistant treasurer or, if there is more than one, the assistant
treasurers in the order determined by the board of directors shall, in the
absence or disability of the treasurer or in case such duties are specifically
delegated to him by the board of directors, the president, or the treasurer,
perform the duties and exercise the powers of the treasurer and shall, under
the supervision of the treasurer, perform such other duties and have such other
powers as are prescribed by the board of directors, the president, or the
treasurer from time to time.
Section 4.10. Compensation.
Officers shall receive such compensation, if any, for their services as
may be authorized or ratified by the board of directors. Election or appointment as an officer shall
not of itself create a right to compensation for services performed as such
officer.
ARTICLE 5
COMMITTEES
Section 5.1. Designation of Committees. The board of directors may establish committees for the
performance of delegated or designated functions to the extent permitted by
law, each committee to consist of one or more directors of the
Corporation. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of such absent or disqualified
member.
Section 5.2. Committee Powers and Authority. The board of directors may provide, by resolution or by amendment
to these bylaws, that a committee may exercise all the power and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that a committee may not
exercise the power or authority of the board of directors in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease, or exchange of
all or substantially all of the Corporation’s property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending these bylaws; and, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
Section 5.3. Committee Procedures.
To the extent the board of directors does not establish other procedures
for the committee, each committee shall be governed by the procedures
established in Section 3.4 (except as they relate to an annual meeting of
the board of directors) and Sections 3.5, 3.6, 3.7, 3.8, and 3.9 of these
bylaws, as if the committee were the board of directors.
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ARTICLE 6
INDEMNIFICATION
Section 6.1. Expenses for Actions Other Than by or in the Right of the
Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, association, or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, 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, had no reasonable cause to believe his conduct
was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which 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, that he
had reasonable cause to believe that his conduct was unlawful.
Section 6.2. Expenses for Actions by or in the Right of the Corporation. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, association, or other enterprise, against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, 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, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery of the State of Delaware or such other court shall deem proper.
Section 6.3. Successful Defense.
To the extent that any person referred to in the preceding two sections
of this Article 6 has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in such sections, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by him in
connection therewith.
Section 6.4. Determination to Indemnify. Any indemnification under the first two sections of this
Article 6 (unless ordered by a court) shall be made by the Corporation only
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as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth therein. Such determination shall be made (i) by a
majority vote of those members of the board of directors who were not parties
to such action, suit, or proceeding, even though they constitute less than a
quorum, or (ii) if a majority of such disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
Section 6.5. Expense Advances.
Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit,
or proceeding may 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 the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 6.
Section 6.6. Provisions Nonexclusive.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the other sections of this Article 6 shall not be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled, under the certificate of incorporation
or under any other bylaw, agreement, insurance policy, vote of stockholders or
disinterested directors, statute, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
Section 6.7. Insurance. By
action of the board of directors, notwithstanding any interest of the directors
in the action, the Corporation shall have power to purchase and maintain
insurance, in such amounts as the board of directors deems appropriate, on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another Corporation, partnership, joint venture, trust,
association, or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he is indemnified against such liability or expense under the
provisions of this Article 6 and whether or not the Corporation would have
the power or would be required to indemnify him against such liability under
the provisions of this Article 6 or of the Delaware General Corporation
Law or by any other applicable law.
Section 6.8. Surviving Corporation.
The board of directors may provide by resolution that references to “the
Corporation” in this Article 6 shall include, in addition to this
Corporation, all constituent corporations absorbed in a merger with this
Corporation so that any person who was a director or officer of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other entity shall stand in
the same position under the provisions of this Article 6 with respect to
this Corporation as he would if he had served this Corporation in the same
capacity or is or was so serving such other entity at the request of this
Corporation, as the case may be.
Section 6.9. Inurement. The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article 6 shall continue as to a person who has ceased to
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be a director or officer and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Section 6.10. Employees and Agents.
To the same extent as it may do for a director or officer, the
Corporation may indemnify and advance expenses to a person who is not and was
not a director or officer of the Corporation but who is or was an employee or
agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other enterprise.
ARTICLE 7
STOCK
Section 7.1. Certificates.
Every holder of stock in the Corporation represented by certificates
and, upon request, every holder of uncertificated shares shall be entitled to
have a certificate, signed by or in the name of the Corporation by the chairman
or vice-chairman of the board of directors, or the president or a vice
president, and by the secretary or an assistant secretary, or the treasurer or
an assistant treasurer of the Corporation, certifying the number of shares
owned by him in the Corporation.
Section 7.2. Facsimile Signatures.
Where a certificate of stock is countersigned (i) by a transfer agent
other than the Corporation or its employee or (ii) by a registrar other than
the Corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature or
signatures have been placed upon, any such certificate shall cease to be such
officer, transfer agent, or registrar, whether because of death, resignation,
or otherwise, before such certificate is issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.
Section 7.3. Transfer of Stock.
Transfers of shares of stock of the Corporation shall be made on the
books of the Corporation only upon presentation of the certificate or
certificates representing such shares properly endorsed or accompanied by a
proper instrument of assignment, except as may otherwise be expressly provided
by the laws of the State of Delaware or by order by a court of competent
jurisdiction. The officers or transfer
agents of the Corporation may, in their discretion, require a signature
guaranty before making any transfer.
Section 7.4. Lost Certificates.
The board of directors may direct that a new certificate of stock be
issued in place of any certificate issued by the Corporation that is alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen, or
destroyed. When authorizing such issue
of a new certificate, the board of directors may, in its discretion and as a
condition precedent to the issuance of a new certificate, require the owner of
such lost, stolen, or destroyed certificate, or his legal representative, to
give the Corporation a bond in such sum as it may reasonably direct as
indemnity against any claim that may be made against the Corporation on account
of the alleged loss, theft, or destruction of any such certificate or the
issuance of such new certificate.
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Section 7.5. Registered Stockholders.
The Corporation shall be entitled to treat the person in whose name any
shares of stock are registered on its books as the owner of such shares for all
purposes and shall not be bound to recognize any equitable or other claim or
interest in such shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest, except as expressly
provided by the laws of Delaware.
ARTICLE 8
SEAL
The board of directors may adopt and provide a seal which shall be
circular in form and shall bear the name of the Corporation and the words
“SEAL” and “DELAWARE,” and which, when adopted, shall constitute the corporate
seal of the Corporation. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
manually reproduced.
ARTICLE 9
FISCAL YEAR
The board of directors, by resolution, may adopt a fiscal year for the
Corporation.
ARTICLE 10
AMENDMENT
These bylaws may at any time and from time to time be amended, altered,
or repealed by the board of directors, but the stockholders may make additional
bylaws and may alter and repeal any bylaws whether adopted by them or
otherwise.
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The undersigned secretary of the Corporation hereby certifies that
the foregoing Bylaws are the Bylaws of the Corporation in effect on
November 8, 1995.
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Secretary
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