EXHIBIT
3.2
BY-LAWS
OF
OHR
PHARMACEUTICAL, INC.
a
Delaware Corporation
Effective
August 4, 2009
ARTICLE
I
Stockholders
Section
1.1 Annual
Meetings. An annual meeting of stockholders shall be held for the
election of directors at such date, time and place either within or without the
State of Delaware as may be designated by the Board of Directors from time to
time. Any other proper business may be transacted at the annual
meeting.
Section
1.2 Special
Meetings. Special meetings of stockholders may be called at any time
by the Chairman of the Board, if any, the President or the Board of Directors to
be held at such date, time and place either within or without the State of
Delaware as may be stated in the notice of the meeting. A special
meeting of stockholders shall be called by the Secretary upon the written
request, stating the purpose of the meeting, of stockholders who together own of
record a majority of the outstanding shares of each class of stock entitled to
vote at such meeting. Business transacted at any special meeting
shall be limited to the purposes stated in the notice of the special
meeting.
Section
1.3 Notice of
Meetings. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which shall
state the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any
meeting shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.
Section
1.4 Adjournments. Any
meeting of stockholders, annual or special, may be adjourned from time to time
to reconvene at the same or some other place, and notice need not be given of
any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting
the Corporation may transact any business that might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section
1.5 Quorum. At
each meeting of stockholders, except where otherwise provided by law or the
certificate of incorporation or these by-laws, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the meeting,
present in person or represented by proxy, shall constitute a
quorum. For purposes of the foregoing, two or more classes or series
of stock shall be considered a single class if the holders thereof are entitled
to vote together as a single class at the meeting. A quorum, once
established, shall not be broken by the withdrawal of votes. In the
absence of a quorum the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided by Section 1.4 of these
by-laws until a quorum shall attend. Shares of its own capital stock
belonging on the record date for the meeting to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
Section
1.6 Organization. Meetings
of stockholders shall be presided over by the Chairman of the Board, if any, or
in the absence of the Chairman of the Board by the President, or in the absence
of the President by a Vice President, or in the absence of the foregoing persons
by a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall
act as secretary of the meeting, or in the absence of the Secretary by an
Assistant Secretary, or in their absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.
Section
1.7 Voting;
Proxies. Unless otherwise provided in the certificate of
incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder
that has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder 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 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
stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. Voting at meetings of stockholders need not be by
written ballot unless the Board or the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at such meeting shall so determine. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect each director. With respect to other matters,
unless otherwise provided by law or by the certificate of incorporation or these
by-laws, the affirmative vote of the holders of a majority of the shares of all
classes of stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders.
Where a separate vote by class is required, the affirmative vote of the holders
of a majority of the shares of each class present in person or represented by
proxy at the meeting shall be the act of such class, except as otherwise
provided by law or by the certificate of incorporation or these
by-laws.
Section
1.8 Fixing
Date for Determination of Stockholders of Record. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed: (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) 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 is necessary, shall
be the day on which the first written consent is expressed; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
Section
1.9 List of
Stockholders Entitled to Vote. The Secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting
during ordinary business hours, at the principal place of business of the
Corporation. The list shall also 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.
Section
1.10 Consent
of Stockholders in Lieu of Meeting. Unless otherwise provided in the
certificate of incorporation, any action required by law to be taken at any
annual or special meeting of stockholders of the Corporation, or any action that
may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are being
recorded. 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 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 such meeting had been the date of the written
consent.
Section
1.11 Inspectors. In
advance of any meeting of the stockholders, the Board of Directors, by
resolution, the Chairman or the President shall appoint one or more inspectors
to act at the meeting and make a written report thereof. One or more
other persons may be designated as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a
meeting of the stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by
applicable law, inspectors may be officers, employees or agents of the
Corporation. Each inspector, before entering upon the discharge of
the duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall have the duties prescribed
by law and shall take charge of the polls and, when the vote is completed, shall
make a certificate of the result of the vote taken and of such other facts as
may be required by applicable law.
ARTICLE
II
Board of
Directors
Section
2.1 Powers;
Number; Qualifications. 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 as are
not by law, or by the certificate of incorporation or by these by-laws required
to be exercised by the stockholders. The Board shall consist of not
less than one nor more than nine members, the exact number of which shall be
determined from time to time by the Board. Directors need not be
stockholders.
Section
2.2 Election;
Term of Office; Resignation; Removal; Vacancies. Each director shall
hold office until the annual meeting of stockholders next succeeding his or her
election and until his or her successor is elected and qualified or until his or
her earlier resignation or removal. Any director may resign at any
time upon written notice to the Board of Directors or to the President or the
Secretary of the Corporation. Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein no acceptance
of such resignation shall be necessary to make it effective. Any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote at an election
of directors; except that, if the certificate of incorporation provides for
cumulative voting and less than the entire Board is to be removed, no director
may be removed without cause if the votes cast against his or her removal would
be sufficient to elect him or her if then cumulatively voted at an election of
the entire Board, or, if there be classes of directors, at an election of the
class of directors of which he or she is a part. Whenever the holders
of any class or series of stock are entitled to elect one or more directors by
the provisions of the certificate of incorporation, the provisions of the
preceding sentence shall apply, in respect to the removal without cause of a
director or directors so elected, to the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as
a whole. Unless otherwise provided in the certificate of incorporation or these
by-laws, vacancies and newly created directorships resulting from any increase
in the authorized number of directors elected by all of the stockholders having
the right to vote as a single class or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes
of stock or series thereof are entitled to elect one or more directors by the
provisions of the certificate of incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of
the directors elected by such class or classes or series thereof then in office,
or by the sole remaining director so elected. Except as otherwise provided
in or fixed by or pursuant to the corporation's Certificate of Incorporation,
nominations for the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of directors
generally. However, such stockholders may nominate one or more
persons for election as director or directors at a stockholders' meeting only if
written notice of intent to make such nomination or nominations has been given
either by personal delivery or by mail to the Secretary of the Corporation not
less than 90 days before the meeting of stockholders at which such election is
held. Each such notice shall state (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the corporation if so elected. The chairman
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
Section
2.3 Regular
Meetings. Regular meetings of the Board of Directors may be held at
such places within or without the State of Delaware and at such times as the
Board may from time to time determine, and if so determined notice thereof need
not be given.
Section
2.4 Special
Meetings. Special meetings of the Board of Directors may be held at
any time or place within or without the State of Delaware whenever called by the
Chairman of the Board, if any, by the President or by any two
directors. Reasonable notice thereof shall be given by the person or
persons calling the meeting.
Section
2.5 Participation
in Meetings by Conference Telephone Permitted. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
Board of Directors, or any committee designated by the Board, may participate in
a meeting of the Board or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.
Section
2.6 Quorum;
Vote Required for Action. At all meetings of the Board of Directors a
majority of the entire Board shall constitute a quorum for the transaction of
business. 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 unless the
certificate of incorporation or these by-laws shall require a vote of a greater
number. In case at any meeting of the Board a quorum shall not be
present, the members of the Board present may adjourn the meeting from time to
time until a quorum shall attend.
Section
2.7 Organization. Meetings
of the Board of Directors shall be presided over by the Chairman of the Board,
if any, or in the absence of the Chairman of the Board by the President, or in
their absence by a chairman chosen at the meeting. The Secretary, or
in the absence of the Secretary an Assistant Secretary, shall act as secretary
of the meeting, but in the absence of the Secretary and any Assistant Secretary
the chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section
2.8 Action by
Directors Without a Meeting. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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 of such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or
committee.
Section
2.9 Compensation
of Directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated fee for
service as director, payable in cash or securities. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for service as committee
members.
ARTICLE
III
Committees
Section
3.1 Committees. The
Board of Directors may, by resolution passed by a majority of the entire Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution
of the Board, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have power or authority in reference to
amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending these by-laws; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of
stock.
Section
3.2 Committee
Rules. Unless the Board of Directors otherwise provides, each
committee designated by the Board may adopt, amend and repeal rules for the
conduct of its business. In the absence of a provision by the Board
or a provision in the rules of such committee to the contrary, a majority of the
entire authorized number of members of such committee shall constitute a quorum
for the transaction of business, the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then present shall be the
act of such committee, and in other respects each committee shall conduct its
business in the same manner as the Board conducts its business pursuant to
Article II of these by-laws.
ARTICLE
IV
Officers
Section
4.1 Officers;
Election. As soon as practicable after the annual meeting of
stockholders in each year, the Board of Directors shall elect, by vote of a
majority of the entire Board, a President and a Secretary, and it may, if it so
determines, by vote of a majority of the entire Board, elect from among its
members a Chairman of the Board. The Board may also elect one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers as the Board may deem desirable or appropriate and may give any of them
such further designations or alternate titles as it considers
desirable. Any number of offices may be held by the same person,
unless otherwise prohibited by law, the certificate of incorporation or these
by-laws.
Section
4.2 Term of
Office; Resignation; Removal; Vacancies. Except as otherwise provided in these
by-laws or in the resolution of the Board of Directors electing any officer,
each officer shall hold office until the first meeting of the Board after the
annual meeting of stockholders next succeeding his or her election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any officer may resign at any time upon
written notice to the Board or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board at any regular or special
meeting.
Section
4.3 Chairman
of the Board. The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the stockholders at which he or she
shall be present and shall have and may exercise such powers as may, from time
to time, be assigned to him or her by the Board and as may be provided by
law.
Section
4.4 President. In
the absence of the Chairman of the Board, the President shall preside at all
meetings of the Board of Directors and of the stockholders at which he or she
shall be present. The President shall be the chief executive officer
and shall have general charge and supervision of the business of the Corporation
and, in general, shall perform all duties incident to the office of president of
a corporation and such other duties as may, from time to time, be assigned to
him or her by the Board or as may be provided by law. The President
shall execute all bonds, mortgages, contracts and other instruments of the
Corporation requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except that
the other officers of the Corporations may sign and execute documents when so
authorized by these by-laws, the Board of Directors or the
President.
Section
4.5 Vice
Presidents. The Vice President or Vice Presidents, at the request of
the President, shall perform the duties of the President, and when so acting
shall have the powers of the President. If there be more than one
Vice President, the Board of Directors may determine which one or more of the
Vice Presidents shall perform any of such duties; or if such determination is
not made by the Board, the President may make such determination; otherwise any
of the Vice Presidents may perform any of such duties. The Vice
President or Vice Presidents shall have such other powers and shall perform such
other duties as may, from time to time, be assigned to him or her or them by the
Board or the President or as may be provided by law.
Section
4.6 Secretary. The
Secretary shall have the duty to record the proceedings of the meetings of the
stockholders, the Board of Directors and any committees in a book to be kept for
that purpose, shall see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law, shall be custodian of the
records of the Corporation, may affix the corporate seal to any document the
execution of which, on behalf of the Corporation, is duly authorized, and when
so affixed may attest the same, and, in general, shall perform all duties
incident to the office of secretary of a corporation and such other duties as
may, from time to time, be assigned to him or her by the Board or the President
or as may be provided by law. If the Secretary shall be unable or
shall refuse to perform any of the duties set forth in this by-law, the Board of
Directors may choose another officer to perform such duties.
Section
4.7 Treasurer. The
Treasurer shall have charge of and be responsible for all funds, securities,
receipts and disbursements of the Corporation and shall deposit or cause to be
deposited, in the name of the Corporation, all moneys or other valuable effects
in such banks, trust companies or other depositories as shall, from time to
time, be selected by or under authority of the Board of Directors. If
required by the Board, the Treasurer shall give a bond for the faithful
discharge of his or her duties, with such surety or sureties as the Board may
determine. The Treasurer shall keep or cause to be kept full and
accurate records of all receipts and disbursements in books of the Corporation,
shall render to the President and to the Board, whenever requested, an account
of the financial condition of the Corporation, and, in general, shall perform
all the duties incident to the office of treasurer of a corporation and such
other duties as may, from time to time, be assigned to him or her by the Board
or the President or as may be provided by law.
Section
4.8 Other
Officers. The other officers, if any, of the Corporation shall have
such powers and duties in the management of the Corporation as shall be stated
in a resolution of the Board of Directors that are not inconsistent with these
by-laws and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board. The Board
may require any officer, agent or employee to give security for the faithful
performance of his or her duties.
ARTICLE
V
Stock
Section
5.1 Certificates. 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 of the Board of
Directors, if any, 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, certifying the number of shares owned by such holder in the
Corporation. Any or all signatures on the certificate may be a
facsimile. 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 such person were such officer, transfer agent or registrar at
the date of issue.
Section
5.2 Lost,
Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
Section
5.3 Transfers. Stock
of the Corporation shall be transferable in the manner prescribed by applicable
law and in these by-laws. Transfers of stock shall be made on the
books of the Corporation only by the person named in the certificate or by such
person's attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, properly endorsed for transfer and payment of all
necessary transfer taxes; provided, however, that such surrender and endorsement
or payment of taxes shall not be required in any case in which the officers of
the Corporation shall determine to waive such requirement. Every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "cancelled," with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof. 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.
Section
5.4 Record
Owners. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and 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 required by
law.
Section
5.5 Transfer
and Registry Agents. The Corporation may from time to time maintain
one or more transfer offices or agencies and registry offices or agencies at
such place or places as may be determined from time to time by the Board of
Directors.
ARTICLE
VI
Miscellaneous
Section
6.1 Fiscal
Year. The fiscal year of the Corporation shall end on September 30 of
each year or on such date as may be determined by the Board of
Directors.
Section
6.2 Seal. The
Corporation may have a corporate seal, which shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors. The corporate seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.
Section
6.3 Waiver of
Notice of Meetings of Stockholders. Directors and
Committees. Whenever notice is required to be given by applicable law
or under any provision of the certificate of incorporation or these by-laws, a
written waiver thereof, signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice
unless so required by the certificate of incorporation or these
by-laws.
Section
6.4 Indemnification
of Directors, Officers, Employees and Agents. The Corporation shall
indemnify its directors, officers, employees and agents in accordance with the
provisions set forth in its certificate of incorporation.
Section
6.5 Interested
Directors; Quorum. 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 committee thereof that authorizes the contract or
transaction, or solely because his or her or their votes are counted for such
purpose, if: (1) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2)
the material facts as to his or her 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 (3) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board, 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 or of a committee
that authorizes the contract or transaction.
Section
6.6 Form of
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 kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time. The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.
Section
6.7 Amendment
of By-Laws. These by-laws may be amended, altered or repealed at any
regular or special meeting of the stockholders, if, in the case of such special
meeting only, notice of such amendment, alteration or repeal is contained in the
notice or waiver of notice of such meeting. These by-laws may also be
amended, altered or repealed by a majority of the whole Board of
Directors.