Gulton Acquisition Corp.
BY-LAWS
As Adopted on December 4, 1996
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TABLE OF CONTENTS
SECTION PAGE - ------- ---- ARTICLE I STOCKHOLDERS....................................... 1
Section 1.01. Annual Meetings............................... 1
Section 1.02. Special Meetings.............................. 1
Section 1.03. Notice of Meetings; Waiver.................... 2
Section 1.04. Quorum........................................ 2
Section 1.05. Voting........................................ 3
Section 1.06. Voting by Ballot.............................. 3
Section 1.07. Adjournment................................... 3
Section 1.08. Proxies....................................... 4
Section 1.09. Organization; Procedure....................... 5
Section 1.10. Consent of Stockholders in Lieu of
Meeting....................................... 5
ARTICLE II BOARD OF DIRECTORS................................. 6
Section 2.01. General Powers................................ 6
Section 2.02. Number and Term of Office..................... 6
Section 2.03. Election of Directors......................... 6
Section 2.04. Annual and Regular Meetings................... 7
Section 2.05. Special Meetings; Notice...................... 7
Section 2.06. Quorum; Voting................................ 8
Section 2.07. Adjournment................................... 8
Section 2.08. Action Without a Meeting...................... 8
Section 2.09. Regulations; Manner of Acting................. 8
Section 2.10. Action by Telephonic Communications........... 9
Section 2.11. Resignations.................................. 9
Section 2.12. Removal of Directors.......................... 9
Section 2.13. Vacancies and Newly Created
Directorships................................. 9
Section 2.14. Compensation.................................. 10
Section 2.15. Reliance on Accounts and
Reports, etc.................................. 10
ARTICLE III EXECUTIVE COMMITTEE AND OTHER
COMMITTEES......................................... 10
Section 3.01. How Constituted............................... 10
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Section 3.02. Powers........................................ 11
Section 3.03. Proceedings................................... 13
Section 3.04. Quorum and Manner of Acting................... 13
Section 3.05. Action by Telephonic Communications........... 14
Section 3.06. Absent or Disqualified Members................ 14
Section 3.07. Resignations.................................. 14
Section 3.08. Removal....................................... 14
Section 3.09. Vacancies..................................... 14
ARTICLE IV OFFICERS........................................... 15
Section 4.01. Number........................................ 15
Section 4.02. Election...................................... 15
Section 4.03. Salaries...................................... 15
Section 4.04. Removal and Resignation; Vacancies............ 15
Section 4.05. Authority and Duties of Officers.............. 16
Section 4.06. The President................................. 16
Section 4.07. The Vice President............................ 17
Section 4.08. The Secretary................................. 17
Section 4.09. Additional Officers........................... 18
Section 4.10. Security...................................... 19
ARTICLE V CAPITAL STOCK...................................... 19
Section 5.01. Certificates of Stock, Uncertificated
Shares........................................ 19
Section 5.02. Signatures; Facsimile......................... 19
Section 5.03. Lost, Stolen or Destroyed
Certificates.................................. 20
Section 5.04. Transfer of Stock............................. 20
Section 5.05. Record Date................................... 21
Section 5.06. Registered Stockholders....................... 22
Section 5.07. Transfer Agent and Registrar.................. 22
ARTICLE VI INDEMNIFICATION.................................... 23
Section 6.01. Nature of Indemnity........................... 23
Section 6.02. Successful Defense............................ 24
Section 6.03. Determination That Indemnification Is
Proper........................................ 24
Section 6.04. Advance Payment of Expenses................... 25
Section 6.05. Procedure for Indemnification of
Directors and Officers........................ 25
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Section 6.06. Survival; Preservation of
Other Rights.................................. 26
Section 6.07. Insurance..................................... 27
Section 6.08. Severability.................................. 28
ARTICLE VII OFFICES............................................ 28
Section 7.01. Registered Office............................. 28
Section 7.02. Other Offices................................. 28
ARTICLE VIII GENERAL PROVISIONS................................. 28
Section 8.01. Dividends..................................... 28
Section 8.02. Reserves...................................... 29
Section 8.03. Execution of Instruments...................... 29
Section 8.04. Corporate Indebtedness........................ 30
Section 8.05. Deposits...................................... 30
Section 8.06. Checks........................................ 30
Section 8.07. Sale, Transfer, etc. of Securities............ 30
Section 8.08. Voting as Stockholder......................... 31
Section 8.09. Fiscal Year................................... 31
Section 8.10. Seal.......................................... 31
Section 8.11. Books and Records; Inspection................. 32
ARTICLE IX AMENDMENT OF BY-LAWS............................... 32
Section 9.01. Amendment..................................... 32
ARTICLE X CONSTRUCTION....................................... 32
Section 10.01. Construction.................................. 32
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Gulton Acquisition Corp.
Gulton Acquisition Corp.
BY-LAWS
As adopted on December 4th, 1996
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, during the first two weeks of May, on a day and at a time which shall be determined by the Board, or at such other date and hour, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the event of his absence or disability, by the Vice President), or by the Board of Directors. A special meeting shall be called by the President (or, in the event of his absence or disability, by the Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders. If such officers or the Board of Directors shall fail to call such meeting within twenty days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof.
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Section 1.03. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he or she shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. Such further notice shall be given as may be required by law.
No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder 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 is not lawfully called or convened.
Section 1.04. Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.
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Section 1.05. Voting. If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting 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. Except as otherwise required by law or by the Certificate of Incorporation or by these ByLaws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.
Section 1.06. Voting by Ballot. No vote of the stockholders need be taken by written ballot unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.
Section 1.07. Adjournment. If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 of these By-Laws, shall be given to each
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stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.
Section 1.08. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication
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or other reproduction shall be a complete reproduction of the entire original writing or transmission.
Section 1.09. Organization; Procedure. At every meeting of stockholders the presiding officer shall be the President or, in the event of his absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.
Section 1.10. Consent of Stockholders in Lieu of Meeting. To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, such action may be taken without a meeting, without prior notice and without a vote of stockholders, 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, 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 recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate
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action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by law to the Corporation, written consents signed by a sufficient number of holders to take 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 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.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.
Section 2.02. Number and Term of Office. The number of Directors constituting the entire Board of Directors shall be no less than three, which number may be modified from time to time by resolution of the Board of Directors, but in no event shall the number of Directors be less than one. Each Director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. If the annual meeting for the election of Directors is not held on the date designated
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therefor, the Directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.
Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at the place of such annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, to each Director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business, or shall be delivered to him or her personally. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.
Section 2.05. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or, in the event of his absence or disability, by any Vice President, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors
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may be called on twenty-four hours' notice, if notice is given to each Director personally or by telephone or telegram, or on five days' notice, if notice is mailed to each Director, addressed to him or her at his or her usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.
Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.07. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 of these By-Laws shall be given to each Director.
Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors.
Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of
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