-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqxNfjFiiZ5RPvA9hpGSaKtxo2h9cxdr5tO9g9p+NsCSqtzZRjoDnRZC+GS9F+4R G5wOLIVEqrTU5k6f5lBFXw== 0000950008-97-000403.txt : 19971125 0000950008-97-000403.hdr.sgml : 19971125 ACCESSION NUMBER: 0000950008-97-000403 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971124 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC/DE CENTRAL INDEX KEY: 0000715842 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 942414428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11560 FILM NUMBER: 97726999 BUSINESS ADDRESS: STREET 1: 254 E HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4083790177 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC /DE DATE OF NAME CHANGE: 19970811 FORMER COMPANY: FORMER CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 19970806 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 1997 SAVOIR TECHNOLOGY GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-11560 94-2414428 ---------------------------- ------------ ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 254 EAST HACIENDA AVENUE, CAMPBELL, CA 95008 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (408) 379-0177 ------------------------------- (Registrant's telephone number, including area code) WESTERN MICRO TECHNOLOGY, INC. ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. MERGER TO EFFECTUATE A NAME CHANGE On November 21, 1997, Western Micro Technology, Inc. (the "Company") effected a merger of Savoir Technology Group, Inc., a Delaware corporation and wholly owned subsidiary of Western Micro Technology, Inc., into Western Micro Technology, Inc. with Western Micro Technology, Inc. continuing as the surviving corporation. Upon the effective date of the merger, the name of the surviving corporation was changed to Savoir Technology Group, Inc. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2.1 Certificate of Ownership and Merger dated as of November 21, 1997. 3.ii Amended and Restated Bylaws of Savoir Technology Group, Inc. (formerly Western Micro Technology, Inc.), a Delaware corporation. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 21, 1997. SAVOIR TECHNOLOGY GROUP, INC. By /s/ James W. Dorst ---------------------------------------- James W. Dorst Chief Financial Officer -3- EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Certificate of Ownership and Merger dated as of November 21, 1997. 3.ii Amended and Restated Bylaws of Savoir Technology Group, Inc. (formerly Western Micro Technology, Inc.), a Delaware corporation. EX-2.1 2 CERTIFICATE OF OWNERSHIP Exhibit 2.1 CERTIFICATE OF OWNERSHIP MERGING SAVOIR TECHNOLOGY GROUP, INC. A DELAWARE CORPORATION INTO WESTERN MICRO TECHNOLOGY, INC. A DELAWARE CORPORATION (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE) The undersigned officers of Western Micro Technology, Inc., a corporation incorporated on the 24th day of July, 1997, pursuant to the Laws of the State of Delaware (the "Surviving Corporation") and Savoir Technology Group, Inc., a Delaware corporation incorporated on the 11th day of August, 1997 ("Savoir") hereby certify that: (1) The Surviving Corporation is the sole owner of all of the outstanding common stock of Savoir. (2) The Board of Directors of the Surviving Corporation, by Unanimous Written Consent dated as of October 31, 1997, have determined to merge Savoir with and into the Surviving Corporation, and the resolutions approving such merger is as follows: WHEREAS, the Corporation owns all of the outstanding capital stock of Savoir Technology Group, Inc., a Delaware corporation ("Savoir"); and WHEREAS, the Corporation desires to merge Savoir into itself and to assume the liabilities and obligations of such entity in exchange for all the estate, property, rights and privileges of Savoir; and WHEREAS, the Board of Directors of this Corporation deems it advisable and in the best interest of the Corporation to effect the merger and to subsequently change the name of this Corporation to "Savoir Technology Group, Inc." on November 21, 1997 (the "Effective Date"): -1- NOW, THEREFORE, IT IS HEREBY: RESOLVED, that this Corporation merge into itself said Savoir on the Effective Date pursuant to Section 253 of the General Corporation Law of Delaware; RESOLVED FURTHER, that it is in the best interest of this Corporation to assume the liabilities and obligations of Savoir in exchange for all of the estate, property, right and privileges of Savoir; RESOLVED FURTHER, that the Certificate of Ownership and Merger presented to this Board and attached hereto as EXHIBIT A, be and it hereby is approved in its entirety; RESOLVED FURTHER, that upon the Effective Date, pursuant to the date set forth in the Certificate of Ownership, as presented to and filed in the Office of the Delaware Secretary of State, the name of this Corporation shall be changed to: "Savoir Technology Group, Inc."; RESOLVED FURTHER, that the President and Secretary of this Corporation are, and each of them hereby is, authorized and directed for and on behalf of the Corporation to execute, under the corporate seal of this Corporation, the Certificate of Ownership, with such modifications and amendments thereto as the officers shall approve, such approval being conclusively evidenced by the execution and delivery thereof, setting forth or attaching a copy of the resolutions, as applicable, to merge Savoir into itself and assume such entity's liabilities and obligations in exchange for all of the estate, property, rights and privileges of Savoir on the Effective Date, and to promptly file the Certificate of Ownership in the office of the Secretary of State of the State of Delaware in order to reflect such date as the date of the merger and Corporation's name change, and certified copies thereof with the New Castle County Recorder of Deeds Office, and the County Clerk in each county in which Savoir is located or their real property is situated, if any; -2- RESOLVED FURTHER, that the officers of this Corporation are, and each of them hereby is, authorized and directed for and on behalf of the Corporation to execute and deliver such other documents and to take any and all actions as each of them deems necessary or advisable, within or outside the State of Delaware, in order to effect the merger of Savoir with and into this Corporation and to carry out the full intent of the foregoing resolutions; such determination being conclusively presumed by the officer's execution and delivery of any such document; and RESOLVED FURTHER, that all prior acts or actions taken or to be taken by the officers of this Corporation in connection herewith are hereby ratified and approved. (3) The merger of Savoir into the Surviving Corporation shall become effective as of the 21st day of November, 1997. IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Ownership to be signed by its President and attested by its Assistant Secretary, and its corporate seal to be affixed, this 31st day of October 1997 and do hereby affirm, under penalties of perjury, that the statements contained herein have been examined by us and are true and correct. WESTERN MICRO TECHNOLOGY, INC. By ___________________________ P. Scott Munro President ATTEST: By _____________________________ James W. Dorst Assistant Secretary -3- EX-3.III 3 AMENDED AND RESTATED BYLAWS Exhibit 3.iii AMENDED AND RESTATED BYLAWS OF SAVOIR TECHNOLOGY GROUP, INC. (A DELAWARE CORPORATION) ADOPTED AS OF NOVEMBER 21, 1997 TABLE OF CONTENTS PAGE ARTICLE I OFFICES.......................................................1 1.1 Registered Office.............................................1 1.2 Other Offices.................................................1 ARTICLE II MEETINGS OF STOCKHOLDERS......................................1 2.1 Annual Meeting................................................1 2.2 Special Meetings..............................................1 2.3 Notices.......................................................1 2.4 Stockholder Lists.............................................2 2.5 Quorum and Adjournments.......................................2 2.6 Majority......................................................2 2.7 Voting........................................................2 2.8 Consent of Absentees..........................................3 2.9 Action Taken Without a Meeting................................3 2.10 Record Date of Stockholders...................................3 2.11 Conduct of Meeting............................................4 2.12 Notice of Business Proposed at Meetings.......................4 2.13 Inspectors of Election........................................4 ARTICLE III DIRECTORS.....................................................5 3.1 Powers........................................................5 3.2 Number, Election and Term of Office...........................5 3.3 Vacancies.....................................................5 3.4 Annual Meetings...............................................5 3.5 Regular Meetings..............................................6 3.6 Special Meetings..............................................6 3.7 Quorum and Majority...........................................6 3.8 Telephonic Meeting............................................6 3.9 Committees....................................................6 3.10 Action Taken Without a Meeting................................6 3.11 Compensation of Directors.....................................7 3.12 Interested Directors..........................................7 ARTICLE IV OFFICERS......................................................7 4.1 Officers and Elections........................................7 4.2 Removal.......................................................7 4.3 Resignation...................................................8 4.4 Terms of Office and Vacancies.................................8 4.5 Salaries......................................................8 4.6 Chairman of the Board.........................................8 4.7 President.....................................................8 4.8 Vice President................................................8 -i- PAGE 4.9 Secretary.....................................................8 4.10 Assistant Secretary...........................................9 4.11 Treasurer.....................................................9 4.12 Assistant Treasurer...........................................9 ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION OF CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION..............................10 5.1 Execution of Corporate Instruments...........................10 5.2 Ratification by Stockholders.................................10 5.3 Voting of Shares Owned by the Corporation....................11 ARTICLE VI CERTIFICATES OF STOCK........................................11 6.1 Entitlement..................................................11 6.2 Facsimile Signatures.........................................11 6.3 Lost Certificates............................................11 6.4 Transfer of Stock............................................11 6.5 Fixing a Record Date.........................................11 6.6 Registered Stockholders......................................12 ARTICLE VII GENERAL PROVISIONS...........................................12 7.1 Dividends....................................................12 7.2 Reserves.....................................................12 7.3 Checks, Notes, Instruments, Etc..............................13 7.4 Seal.........................................................13 7.5 Fiscal Year..................................................13 7.6 Waiver of Notice.............................................13 7.7 Registrars and Transfer Agents...............................13 7.8 Indemnification of Officers and Directors....................13 7.9 Amendments...................................................13 CERTIFICATE OF SECRETARY.................................................... 14 -ii- BYLAWS OF SAVOIR TECHNOLOGY GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. 1.2 OTHER OFFICES. The Corporation may additionally have offices at such other places, both within and without the State of Delaware, as the Board of Directors from time to time may determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 ANNUAL MEETING. An annual meeting of the stockholders shall be held for the purpose of electing directors and conducting such other business as may come before the meeting. The date, time and place, within or without the State of Delaware, of the annual meeting shall be determined by resolution of the Board of Directors. 2.2 SPECIAL MEETINGS. Special meetings of the stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings may be called by the Board of Directors or by the President, or one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice. 2.3 NOTICES. Written or printed notice of every annual or special meeting of the stockholders, stating the place, date, time and, in the case of special meetings, the purpose or purposes of such meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10), nor more than sixty (60), days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Board of Directors, the President or the Secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the -1- stockholder at his address as it appears on the records of the Corporation, with postage prepaid. 2.4 STOCKHOLDER LISTS. The officer having charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetic order, specifying the address of 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 also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 2.5 QUORUM AND ADJOURNMENTS. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of the shares present in person or represented by proxy at the meeting, and entitled to vote thereat, shall have the power, by affirmative vote of the holders of a majority of such shares, to adjourn the meeting to another time and/or place. Unless the adjournment is for more than thirty (30) days or unless a new record date is set for the reconvened meeting, no notice of the reconvened meeting need be given to any stockholder, provided that the time and place of the reconvened meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each stockholder of record entitled to vote at the meeting. At the reconvened meeting, the Corporation may transact any business which might have been transacted at the original meeting. 2.6 MAJORITY. 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 an applicable statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. 2.7 VOTING. Every stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, except that no proxy shall be voted on after three years from its date, unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the -2- stock itself or an interest in the Corporation generally. Voting at meetings of stockholders need not be by written ballot. 2.8 CONSENT OF ABSENTEES. The transactions of any meeting of stockholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum was present either in person or by proxy, and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting, or an approval of minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 2.9 ACTION TAKEN WITHOUT A MEETING. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to 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, 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 thereon 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. Every written consent shall bear the date of signature of each stockholder or member who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner required by the General Corporation Law of Delaware, written consents signed by sufficient number of holders or members to take this 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 an 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. 2.10 RECORD DATE OF STOCKHOLDERS. The Board of Directors is authorized to fix in advance the date not exceeding sixty (60) nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as the record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after such record date fixed as described above. -3- 2.11 CONDUCT OF MEETING. The Chairman of the Board of, in his or her absence the President or any Vice President designated by the Chairman of the Board, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, such presiding person shall have the power to set procedural rules, including but not limited to, rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of such meetings. 2.12 NOTICE OF BUSINESS PROPOSED AT MEETINGS. To be properly brought before any meeting of the stockholders, business must either 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. In addition to any other applicable requirements, for business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any meeting except in accordance with the procedures set forth in this Section 2.12, PROVIDED, HOWEVER, that nothing in this Section 2.12 shall be deemed to preclude discussion by any stockholder of any business properly brought before a meeting. The Chairman of the Board shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.12, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. 2.13 INSPECTORS OF ELECTION. In advance of any meeting of stockholders, the Board of Directors may appoint any person(s), other than nominees for office, inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the President may, and on the request of any stockholder or his proxy, shall, make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more stockholders or proxies, the majority of shares present shall determine whether one (1) or three (3) inspectors shall be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the President. The duty of such inspector shall include the following: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting, the existence of a quorum and the authenticity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the results; and such other acts as may be proper to conduct the election or vote with fairness to all stockholders. -4- ARTICLE III DIRECTORS 3.1 POWERS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or to be done by the stockholders. 3.2 NUMBER, ELECTION AND TERM OF OFFICE. The number of the directors of the Corporation shall be determined from time to time by resolution of the Board of Directors. The initial number of authorized members of the Board of Directors shall consist of six (6) directors, until such time as the Board of Directors modifies such number by amendment to this Paragraph 3.2. All directors shall be elected at the annual meeting or any special meeting of the stockholders, except as provided in Section 3.3, and each director so elected shall hold office until the next annual meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Directors need not be stockholders. 3.3 VACANCIES. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of death, resignation or removal of any director for cause, or if the authorized number of directors be increased. Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, unless otherwise provided in the Certificate of Incorporation. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling a vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. 3.4 ANNUAL MEETINGS. The annual meeting of each newly elected Board of Directors shall be held at such time and place as is specified by the stockholders at the meeting at which the directors were elected. If no such time and place is specified by the stockholders, the President shall specify such time and place and give at least twenty-four (24) hours' notice thereof to each newly elected director, either personally, by telephone, by mail or by telegraph. -5- 3.5 REGULAR MEETINGS. Regular meetings, other than the annual meeting, of the Board of Directors shall be held at such times and places within or without the State of Delaware as shall be determined, from time to time, by resolution of the Board of Directors. 3.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President, any Vice President or the Secretary, and shall be called by the President upon the express written request of any two directors, on twenty-four (24) hours' prior notice to each director, either personally, by telephone, by mail or by telegraph, at such time and such place within or without the State of Delaware as shall be specified in such notice. 3.7 QUORUM AND MAJORITY. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote 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. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 3.8 TELEPHONIC MEETING. Members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Paragraph 3.8 shall constitute presence in person at such meeting. 3.9 COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which to the extent provided in the resolution of the Board of Directors, or in these bylaws, shall have and may exercise all the powers 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 the same, except as limited by Delaware General Corporation Law. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by the resolution of the Board of Directors designating such committee, but in all cases, the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum. In the event that a member of such committee is absent or disqualified, 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 place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 3.10 ACTION TAKEN WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent -6- thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 3.11 COMPENSATION OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the whole Board, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees designated by the Board of Directors may be allowed like compensation for their services to the Corporation. 3.12 INTERESTED DIRECTORS. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV OFFICERS 4.1 OFFICERS AND ELECTIONS. The officers of the Corporation shall be chosen by the Board of Directors and shall consist of a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled for any period as it may deem necessary or advisable any office except the offices of President, Secretary and Treasurer. 4.2 REMOVAL. Subject to the rights, if any, of an officer under any contract of employment, any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause. -7- 4.3 RESIGNATION. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contracts to which the officer is a party. 4.4 TERMS OF OFFICE AND VACANCIES. The officers of the Corporation shall hold office until their successors are duly elected and qualified, or until their earlier resignation or removal. 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 vacancy occurring in any office of the Corporation, by death, resignation or otherwise, shall be filled by the Board of Directors. 4.5 SALARIES. Salaries of all officers shall be fixed by the Board of Directors. 4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when present, preside at all meetings of the stockholders and of the Board of Directors and, subject to these bylaws, shall exercise such other powers and shall perform such other duties as may from time to time be prescribed by the Board of Directors. 4.7 PRESIDENT. The president shall be the chief executive officer of the Corporation, 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 shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.8 VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President, or if there be more than one, the Vice Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.9 SECRETARY. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority -8- to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. 4.10 ASSISTANT SECRETARY. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.11 TREASURER. The Treasurer shall have the custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies 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. The Treasurer may disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of transactions and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give to the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. 4.12 ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. -9- ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION OF CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION 5.1 EXECUTION OF CORPORATE INSTRUMENTS. The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation. Unless otherwise specifically determine by the Board: (a) formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal (except for share certificates issued by the Corporation), and share certificates owned by the Corporation, shall be executed, signed, or endorsed by the President, or jointly endorsed by any Vice President and the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. (b) checks drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed in such manner (which may be a facsimile signature) and by such person or persons as shall be authorized by the Board; and (c) dividend warrants, drafts, insurance policies, and all other instruments and documents requiring the corporate signature, but not requiring the corporate seal, shall be executed or signed in the manner directed by the Board. 5.2 RATIFICATION BY STOCKHOLDERS. The Board may, in its discretion, submit any contract or act for approval or ratification by the stockholders at any special meeting of stockholders called for that purpose. Any contract or act which shall be approved or ratified by the holders of a majority of the voting power of the Corporation represented at such meeting shall be as valid and binding upon the Corporation as though approved or ratified by each and every shareholder of the Corporation, unless a greater vote is required by law for such purpose. -10- 5.3 VOTING OF SHARES OWNED BY THE CORPORATION. All shares of other corporations owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized to do so by resolution of the Board or, in the absence of such authorization, by the President, any of the Vice Presidents, the Secretary or an Assistant Secretary. ARTICLE VI CERTIFICATES OF STOCK 6.1 ENTITLEMENT. Every holder of stock in the Corporation 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, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares owned by him in the Corporation. 6.2 FACSIMILE SIGNATURES. Any signature on the certificate may be facsimile, other than the counter-signature (a) of a transfer agent other than the Corporation or its employee, or (b) of a registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 6.3 LOST CERTIFICATES. The Board of Directors may direct a new certificate of stock or uncertificated shares to 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. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require 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 and/or give to the Corporation a bond in such sum 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. 6.4 TRANSFER OF STOCK. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 6.5 FIXING A RECORD DATE. The Board of Directors may fix in advance a date, not more than sixty (60) nor fewer than ten (10) days, preceding the date of any meeting of the stockholders, or the date for the payment of any dividend or the date of the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into -11- effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitlement to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, as in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consents, as the case may be notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. 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 next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held; 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 necessary, shall be the day on which the first written consent is delivered to the Corporation as provided in Article 2.9 of these Bylaws; the record date for determining stockholders for any other purpose shall be at the close of business on the day which the Board of Directors adopts the resolution relating thereof; and a determination 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. 6.6 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of the shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or 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 the State of Delaware. ARTICLE VII GENERAL PROVISIONS 7.1 DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the certificate of incorporation. 7.2 RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of -12- the Corporation, or for such other purposes as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 7.3 CHECKS, NOTES, INSTRUMENTS, ETC. All checks or demands for money, notes, instruments or other documents of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Unless so designated by the Board, no such officer or officers or such other person or persons shall have any power or authority to render the Corporation liable for any purpose or to any amount. 7.4 SEAL. The corporate seal shall be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 7.5 FISCAL YEAR. The fiscal year of the Corporation shall be determined from time to time by resolution of the Board of Directors. 7.6 WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the laws of the State of Delaware or under the provisions of the certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Except as may otherwise be specifically provided by law, any waiver by mail, telegraph, cable or wireless bearing the name of the person entitled to notice shall be deemed a waiver in writing duly signed. The presence of any person at any meeting, either in person or by proxy, shall be deemed the equivalent of a waiver in writing duly signed, except where the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 7.7 REGISTRARS AND TRANSFER AGENTS. The Board of Directors may appoint one or more registrars of transfer, which shall be incorporated banks or trust companies, either domestic or foreign, and one or more transfer agents or transfer clerks, who shall be appointed at such times and places as the Board of Directors shall determine. 7.8 INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall indemnify any and all of its Directors or officers, including former Directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of the Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware. 7.9 AMENDMENTS. These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors, if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. -13- CERTIFICATE OF SECRETARY I, P. Scott Munro, do hereby certify: 1. That I am the duly elected and acting Secretary of Savoir Technology Group, Inc., a Delaware corporation (the "Corporation"), and; 2. That the foregoing bylaws constitute the Bylaws of the Corporation duly adopted by the Board of Directors thereof effective as of November 21, 1997. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation. _____________________________________ P. Scott Munro Secretary -14- -----END PRIVACY-ENHANCED MESSAGE-----