Exhibit 3.2
Exhibit 3.2
BYLAWS OF XETA TECHNOLOGIES, INC.
ARTICLE I
Offices
Section 1.01 Offices. XETA Technologies, Inc. (hereinafter called the Corporation) may have
offices at such places, both within and without the State of Oklahoma, as the board of directors of
the Corporation (the Board of Directors) from time to time shall determine or the business of the
Corporation may require.
Section 1.02 Books and Records. Any records maintained by the Corporation in the regular
course of its business, including its stock ledger, books of account and minute books, may be
maintained on any information storage device or method; provided, however, that the records so kept
can be converted into clearly legible paper form within a reasonable time. The Corporation shall
so convert any records so kept upon the request of any person entitled to inspect such records
pursuant to applicable law.
ARTICLE II
Meetings of the Shareholders
Section 2.01 Place of Meetings. All meetings of the shareholders shall be held at such place,
if any, either within or without the State of Oklahoma, as shall be designated from time to time by
the president, the chairman or by resolution of the Board of Directors and stated in the notice of
meeting. The president, the chairman or the Board of Directors may determine that the meeting
shall not be held at any place, but may instead be held by means of remote communication; provided,
however that (a) the Corporation shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote communication is a
shareholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such
shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on
matters submitted to the shareholders, including an opportunity to read or hear the proceedings of
the meeting substantially concurrently with the proceedings, and (c) if any shareholder or
proxyholder votes or takes other action at the meeting by means of remote communication, a record
of the vote or other action shall be maintained by the Corporation.
Section 2.02 Annual Meeting. Unless directors are elected by written consent in lieu of an
annual meeting, the annual meeting of the shareholders for the election of directors and for the
transaction of such other business as may properly come before the meeting shall be held at such
date, time and place, if any, as shall be determined by the president, the chairman or the Board of
Directors and stated in the notice of the meeting. If directors are elected by written consent in
lieu of an annual meeting, and if such written consent is less than unanimous, then the action by
written consent may be in lieu of holding an annual meeting only if all of the directorships to
which directors could be elected at an annual meeting held at the effective time of the action are
vacant and filled by the action.
Section 2.03 Special Meetings. Special meetings of the shareholders for any purpose or
purposes shall be called by the president, the chairman or pursuant to a resolution approved by the
Board of Directors. The only business which may be conducted at a special meeting shall be the
matter or matters set forth in the notice of such meeting.
Section 2.04 Adjournments. Any meeting of the shareholders, annual or special, may be
adjourned from time to time to reconvene at the same or some other place, if any, and notice need
not be given of any such adjourned meeting if the time and place, if any, thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting. If the adjournment
is for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting. If after the adjournment a new record date is fixed for
shareholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new
record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to
each shareholder of record entitled to vote at the meeting as of the record date for notice of such
adjourned meeting.
Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for
determining the shareholders entitled to vote at the meeting (if such date is different from the
record date for shareholders entitled to notice of the meeting) and means of remote communication,
if any, of every meeting of the shareholders shall be given by the Corporation not less than ten
days nor more than 60 days before such meeting (unless a different time is specified by law) to
every shareholder entitled to vote at the meeting as of the record date for determining the
shareholders entitled to notice of the meeting. Notices of special meetings shall also specify the
purpose or purposes for which the meeting has been called. Except as otherwise provided herein or
permitted by applicable law, notice to shareholders shall be in writing and delivered personally or
mailed to each shareholder at his, her or its address appearing on the books of the Corporation.
Without limiting the manner by which notice otherwise may be given effectively to shareholders,
notice of meetings may be given to shareholders by means of electronic transmission in accordance
with applicable law. Notice of any meeting need not be given to any shareholder who shall, either
before or after the meeting, submit a waiver of notice or who shall attend such meeting, except
when the shareholder attends 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. Any
shareholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting
in all respects as if due notice thereof had been given.
Section 2.06 List of Shareholders.
(a) The officer of the Corporation who has charge of the stock ledger shall prepare a complete
list of the shareholders entitled to vote at any meeting of the shareholders (provided, however,
that if the record date for determining the shareholders entitled to vote is less than ten days
before the date of the meeting, the list shall reflect the shareholders entitled to vote as of the
tenth day before the meeting date), arranged in alphabetical order, and showing the address of each
shareholder and the number of shares of capital stock of the Corporation registered in the name of
each shareholder at least ten days before any meeting of the shareholders.
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Such list shall be open
to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, at the principal place of business of
the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept
at the time and place of the meeting the whole time thereof and may be inspected by any shareholder
who is present. If the meeting is held solely by means of remote communication, the list shall
also be open for inspection by any shareholder during the whole time of the meeting as provided by
applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be
the only evidence as to the list of shareholders entitled to (i) examine the stock ledger and (ii)
vote in person or by proxy at any meeting of the shareholders.
(b) The Corporation shall be entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, receive notifications, vote as such owner
and exercise all the rights and powers of an owner. The Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares or shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise may
be provided by applicable law.
Section 2.07 Quorum. Shareholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Unless otherwise required by law, the Certificate of
Incorporation of the Corporation (the Certificate of Incorporation) or these bylaws, at each
meeting of the shareholders, a majority in voting power of the outstanding shares of the
Corporation entitled to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum. If, however, such quorum shall not be present or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in
Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall
not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any
such adjourned meeting at which there is a quorum, any business may be transacted that might have
been transacted at the meeting originally called.
Section 2.08 Conduct of Meetings. The Board of Directors of the Corporation may adopt by
resolution such rules and regulations for the conduct of the meeting of the shareholders as it
shall deem appropriate. At every meeting of shareholders, the president, or in his or her absence
or inability to act, the secretary, or, in his or her absence or inability to act, the person whom
the president shall appoint, shall act as chairman of, and preside at, the meeting. The secretary
or, in his or her absence or inability to act, the person whom the chairman of the meeting shall
appoint to act as secretary of the meeting, shall act as secretary of the meeting and keep the
minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by
the Board of Directors, the chairman of any meeting of the shareholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman
of the meeting, may include, without limitation, the following: (a) the establishment of an agenda
or order of business for the meeting, (b) the determination of when the polls shall open and close
for any given matter to be voted on at the meeting, (c) rules and procedures for maintaining order
at the meeting and the safety of those present, (d) limitations on attendance at or participation
in the meeting to shareholders of record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting
shall determine, (e) restrictions on entry to the meeting after the time fixed for the
commencement thereof and (f) limitations on the time allotted to questions or comments by
participants.
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Section 2.09 Voting; Proxies.
(a) Unless otherwise provided by applicable law, the Certificate of Incorporation or these
bylaws, and subject to the other provisions of these bylaws, each shareholder shall be entitled to
one vote on each matter, in person or by proxy, for each share of the Corporations capital stock
that has voting power and that is held by such shareholder. When a quorum is present at any
meeting of the shareholders, all matters shall be determined, adopted and approved by the
affirmative vote (which need not be by ballot) of the holders of a majority of the shares present
in person or represented by proxy at the meeting and entitled to vote with respect to the matter,
unless the proposed action is one upon which, by express provision of applicable law or of the
Certificate of Incorporation, a different vote is specified and required, in which case such
express provision shall govern and control with respect to that vote on that matter. If the
Certificate of Incorporation provides for more or less than one vote for any share, on any matter,
every reference in these bylaws to a majority or other proportion of stock, voting stock or shares
shall refer to a majority or other proportion of the votes of such stock, voting stock or shares.
Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on the election of
directors.
(b) Each shareholder entitled to vote at a meeting of the shareholders or to express consent
to corporate action in writing without a meeting may authorize another person or persons to act for
such shareholder by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A 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 shareholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by delivering to the secretary of the Corporation
a revocation of the proxy or a new proxy bearing a later date.
Section 2.10 Inspectors at Meetings of the Shareholders. The Board of Directors, in advance
of any meeting of the shareholders, may, and shall if required by law, appoint one or more
inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment
thereof and make a written report thereof. The Board of Directors may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The inspectors shall (a)
ascertain the number of shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c)
count all votes and ballots, (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and (e) certify their
determination of the number of shares represented at the meeting and their count
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of all votes and
ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors
in the performance of their duties. Unless otherwise provided by the Board of Directors, the
date and time of the opening and the closing of the polls for each matter upon which the
shareholders will vote at a meeting shall be determined by the person presiding at the meeting and
shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls unless a district court
of the State of Oklahoma upon application by a shareholder shall determine otherwise. In
determining the validity and counting of proxies and ballots cast at any meeting of the
shareholders, the inspectors may consider such information as is permitted by applicable law. No
person who is a candidate for office at an election may serve as an inspector at such election.
Section 2.11 Written Consent of Shareholders Without a Meeting. Any action to be taken at any
annual or special meeting of the shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the action to be 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 and shall be delivered (by hand, certified or
registered mail, return receipt requested, or means of electronic transmission in accordance with
applicable law) to the Corporation by delivery to its registered office in the State of Oklahoma,
its principal place of business or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the shareholders are recorded. Every written consent
shall bear the date of signature of each shareholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by this Section 2.11, written consents
signed by a sufficient number of holders to take action are delivered to the Corporation as
aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall, to the extent required by applicable law, be given to those
shareholders who have not consented in writing, and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for notice of such meeting had
been the date that written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation.
Section 2.12 Fixing the Record Date.
(a) In order that the Corporation may determine the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall not be less than ten
days nor more than 60 days before the date of such meeting. If the Board of Directors so fixes a
date, such date shall also be the record date for determining the shareholders entitled to vote at
such meeting unless the Board of Directors determines, at the time it fixes such record date, that
a later date on or before the date of the meeting shall be the date for making such determination.
If no record date is fixed by the Board of Directors, the record date for determining shareholders
entitled to notice of or to vote at a meeting of the shareholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held. A determination of
shareholders of record entitled to notice of or to vote at a meeting of the shareholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the determination of shareholders entitled to
vote at the adjourned meeting and in such case shall also fix as the record date for shareholders
entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the
determination of shareholders entitled to vote therewith at the adjourned meeting.
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(b) In order that the Corporation may determine the shareholders entitled to express 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 record date 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. If no
record date has been fixed by the Board of Directors, the record date for determining shareholders
entitled to express consent to corporate action in writing without a meeting: (a) when no prior
action by the Board of Directors is required by law, the record date for such purpose 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 Oklahoma, its
principal place of business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of shareholders are recorded and (b) if prior action by the Board
of Directors is required by law, the record date for such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the shareholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the shareholders 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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 days prior to such action. If no record date is fixed, the record
date for determining shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
ARTICLE III
Board of Directors
Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. The Board of Directors may adopt such rules and
procedures, not inconsistent with the Certificate of Incorporation, these bylaws or applicable law,
as it may deem proper for the conduct of its meetings and the management of the Corporation.
Section 3.02 Number; Term of Office. The number of directors which shall constitute the whole
Board of Directors shall be at least one. The number of directors from time to time shall be
determined by resolution of the Board of Directors or by resolution of the shareholders of the
Corporation. Each director shall hold office until a successor is duly elected and qualified or
until the directors earlier death, resignation, disqualification or removal. Directors need not
be shareholders.
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Section 3.03 Newly Created Directorships; Vacancies. Any newly created directorships
resulting from an increase in the authorized number of directors and any vacancies occurring in the
Board of Directors may be filled by the affirmative votes of a majority of the remaining members of
the Board of Directors, although less than a quorum. A director so elected shall be elected to
hold office until the earlier of the expiration of the term of office of the director whom he or
she has replaced, a successor is duly elected and qualified or the earlier of such directors
death, resignation or removal.
Section 3.04 Resignation. Any director may resign at any time by notice given in writing or
by electronic transmission to the Corporation. Such resignation shall take effect at the date of
receipt of such notice by the Corporation or at such later time as is therein specified.
Section 3.05 Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such times and at such places as may be determined from time to time by the Board of
Directors or its chairman.
Section 3.06 Special Meetings. Special meetings of the Board of Directors may be held at such
times and at such places as may be determined by the chairman or the president on at least 24 hours
notice to each director given by one of the means specified in Section 3.09 other than by mail or
on at least three days notice if given by mail. Special meetings shall be called by the chairman
or the president in like manner and on like notice on the written request of any two or more
directors.
Section 3.07 Telephone Meetings. Board of Directors or Board of Directors committee meetings
may be held by means of telephone conference or other communications equipment by means of which
all persons participating in the meeting can hear each other and be heard. Participation by a
director in a meeting pursuant to this Section 3.07 shall constitute presence in person at such
meeting.
Section 3.08 Adjourned Meetings. A majority of the directors present at any meeting of the
Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn
and reconvene such meeting to another time and place. At least 24 hours notice of any adjourned
meeting of the Board of Directors shall be given to each director whether or not present at the
time of the adjournment, if such notice shall be given by one of the means specified in Section
3.09 other than by mail, or at least three days notice if by mail. Any business may be transacted
at an adjourned meeting that might have been transacted at the meeting as originally called.
Section 3.09 Notices. Subject to Section 3.06 and Section 3.10, whenever notice is required
to be given to any director by applicable law, the Certificate of Incorporation or these bylaws,
such notice shall be deemed given effectively if given in person or by telephone, mail addressed to
such director at such directors address as it appears on the records of the Corporation or by
means of electronic transmission in accordance with applicable law.
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Section 3.10 Waiver of Notice. Whenever the giving of any notice to directors is required by
applicable law, the Certificate of Incorporation or these bylaws, a waiver thereof, given by the
director entitled to the notice, whether before or after such notice is required, shall
be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting except when the director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business on the ground
that the meeting was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special Board of Directors or Board of Directors committee
meeting need be specified in any waiver of notice.
Section 3.11 Organization. At each meeting of the Board of Directors, the chairman or, in his
or her absence, another director selected by the Board of Directors shall preside. The secretary
shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from
any meeting of the Board of Directors, an assistant secretary shall perform the duties of the
secretary at such meeting; and in the absence from any such meeting of the secretary and all
assistant secretaries, the person presiding at the meeting may appoint any person to act as
secretary of the meeting.
Section 3.12 Quorum of Directors. The presence of a majority of the Board of Directors shall
be necessary and sufficient to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.
Section 3.13 Action By Majority Vote. Except as otherwise expressly required by these bylaws,
the Certificate of Incorporation or by applicable law, the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.14 Action Without a Meeting. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if all directors or
members of such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writings or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee in accordance with applicable law.
Section 3.15 Committees of the Board of Directors. The Board of Directors may designate one
or more committees, each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of such committee. If a member of
a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining
member or members present at the meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may, by a unanimous vote, appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent permitted by applicable law, 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 that may
require it to the extent so authorized by the Board of Directors. Unless the Board of Directors
provides otherwise, at all meetings of such committee, a majority of the then authorized members of
the committee shall constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which
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there is a quorum shall be the act
of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of
Directors provides otherwise, each committee designated by the Board of Directors may make, alter
and repeal rules and procedures for the conduct of its business. In the absence of such rules and
procedures each committee shall conduct its business in the same manner as the Board of Directors
conducts its business pursuant to this Article III.
Section 3.16 Compensation of Directors. The Board of Directors shall have the authority to
fix the compensation of directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
Officers
Section 4.01 Positions; Election. The officers of the Corporation shall be elected by the
Board of Directors and shall include a president, a treasurer and a secretary. The Board of
Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice
chairmen (who must be directors) and one or more vice presidents, assistant treasurers, assistant
secretaries and other officers. Any individual may be elected to, and may hold, more than one
office of the Corporation.
Section 4.02 Term. Each officer of the Corporation shall hold office until such officers
successor is elected and qualifies or until such officers earlier death, resignation or removal.
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 by the majority vote of the members of the Board of Directors
then in office. The removal of an officer shall be without prejudice to his or her contract
rights, if any. The election or appointment of an officer shall not of itself create contract
rights. Any officer of the Corporation may resign at any time by giving written notice of his or
her resignation to the president or the secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Should any vacancy occur among the
officers, the position shall be filled for the unexpired portion of the term by appointment made by
the Board of Directors.
Section 4.03 President. The president shall have general supervision over the business of the
Corporation and other duties incident to the office of president, and any other duties as may be
from time to time assigned to the president by the Board of Directors and subject to the control of
the Board of Directors in each case.
Section 4.04 Vice Presidents. Each vice president shall have such powers and perform such
duties as may be assigned to him or her from time to time by the chairman of the Board of Directors
or the president.
Section 4.05 Secretary. The secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose, and shall perform like duties for committees when required. He or she
shall give, or cause to be given, notice of all meetings of the
shareholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the president. The secretary shall keep in safe custody the seal of the
Corporation and shall see that it is affixed to all documents, the execution of which, on behalf of
the Corporation, under its seal, is necessary or proper, and when so affixed may attest the same.
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Section 4.06 Treasurer. The treasurer shall have the custody of the corporate funds and
securities, except as otherwise provided by the Board of Directors, and shall cause to be kept full
and accurate accounts of receipts and disbursements in books 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. The treasurer shall 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 directors, at the regular meetings of
the Board of Directors, or whenever they may require it, an account of all of his or her
transactions as treasurer and of the financial condition of the Corporation.
Section 4.07 Duties of Officers May Be Delegated. In the case of the absence of any officer,
or for any other reason that the Board of Directors may deem sufficient, the president or the Board
of Directors may delegate the powers or duties of such officer to any other officer or to any
director.
Section 4.08 Compensation of Officers. The compensation of officers of the Corporation shall
be fixed by the Board of Directors or by any officer authorized by the Board of Directors to
prescribe the compensation of such other officers.
Section 4.09 Fidelity Bonds. The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.
ARTICLE V
Stock Certificates and Their Transfer
Section 5.01 Certificates Representing Shares. The shares of stock of the Corporation shall
be represented by certificates. If shares are represented by certificates such certificates shall
be in the form approved by the Board of Directors. The certificates representing shares of stock
of the Corporation shall be signed by, or in the name of, the Corporation by the chairman, any vice
chairman or the president or any vice president, and by the secretary, any assistant secretary or
the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although
any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a
certificate ceases to be such officer, transfer agent or registrar before such certificate has been
issued, it may nevertheless be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar were still such at the date of its issue.
Section 5.02 Transfers of Stock. Stock of the Corporation shall be transferable in the manner
prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of
the Corporation only by the person named as the holder thereof on the stock records of the
Corporation, by such persons attorney lawfully constituted in writing, and in the case of shares
represented by a certificate upon the surrender of the certificate thereof, which shall be
cancelled before a new certificate or uncertificated shares
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shall
be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in
the stock records of the Corporation by an entry showing from and to whom transferred. To the
extent designated by the president or any vice president or the treasurer of the Corporation, the
Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise
be required to recognize the transfer of fractional shares.
Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize
any officer or officers to appoint, one or more transfer agents and one or more registrars.
Section 5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new
certificate or uncertificated shares to be issued in place of any certificate 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 uncertificated shares, 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 the owners legal representative to give the Corporation
a bond sufficient to indemnify it against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such
new certificate or uncertificated shares.
ARTICLE VI
General Provisions
Section 6.01 Seal. The seal of the Corporation shall be in such form as shall be approved 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, as may be prescribed by law or custom or by the Board of
Directors.
Section 6.02 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board
of Directors.
Section 6.03 Contracts. The Board of Directors may authorize any officer or agent of the
Corporation to enter into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 6.04 Loans. No loans shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 6.05 Checks; Notes; Drafts; Etc. All checks, notes, drafts or other orders for the
payment of money of the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time may be designated by
the Board of Directors or by an officer or officers authorized by the Board of Directors to make
such designation.
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Section 6.06 Dividends. Subject to applicable law and the Certificate of Incorporation,
dividends upon the shares of capital stock of the Corporation may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in
cash, in property or in shares of stock of the Corporation, unless otherwise provided by applicable
law or the Certificate of Incorporation.
Section 6.07 Conflict with Applicable Law or Certificate of Incorporation. These bylaws are
adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws
may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be
resolved in favor of such law or the Certificate of Incorporation.
Section 6.08 Reserves. The directors of the Corporation may set apart, out of the funds of
the Corporation available for dividends, a reserve or reserves for any proper purpose and may
abolish any such reserve.
ARTICLE VII
Amendments
These bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by
the Board of Directors. The shareholders may make additional bylaws and may alter and repeal any
bylaws whether such bylaws were originally adopted by them or otherwise.
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