Exhibit 3.1(ii)
AMENDED AND RESTATED
BYLAWS
OF
OCULUS INNOVATIVE SCIENCES, INC.
(a Delaware corporation)
TABLE OF CONTENTS
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ARTICLE 1 Offices |
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1.1 Registered Office |
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1.2 Other Offices |
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ARTICLE 2 Meeting of Stockholders |
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2.1 Place of Meeting |
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2.2 Annual Meeting |
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2.3 Special Meetings |
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2.4 Notice of Meetings |
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2.5 List of Stockholders |
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2.6 Organization and Conduct of Business |
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2.7 Quorum |
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2.8 Adjournments |
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2.9 Voting Rights |
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2.10 Majority Vote |
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2.11 Record Date for Stockholder Notice and Voting |
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2.12 Proxies |
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2.13 Inspectors of Election |
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2.14 Action Without a Meeting |
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ARTICLE 3 Directors |
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3.1 Number, Election, Tenure and Qualifications |
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3.2 Enlargement and Vacancies |
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3.3 Resignation and Removal |
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3.4 Composition |
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3.5 Powers |
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3.6 Chairman of the Board |
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3.7 Place of Meetings |
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3.8 Annual Meetings |
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3.9 Regular Meetings |
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3.10 Special Meetings |
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3.11 Quorum, Action at Meeting, Adjournments |
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3.12 Action Without Meeting |
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3.13 Telephone Meetings |
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3.14 Committees |
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3.15 Fees and Compensation of Directors |
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3.16 Rights of Inspection |
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ARTICLE 4 Officers |
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4.1 Officers Designated |
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4.2 Election |
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TABLE OF CONTENTS
(continued)
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4.3 Tenure |
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4.4 The Chief Executive Officer |
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4.5 The President |
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4.6 The Vice President |
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4.7 The Secretary |
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4.8 The Assistant Secretary |
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4.9 The Chief Financial Officer |
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4.10 The Treasurer and Assistant Treasurers |
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4.11 Bond |
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4.12 Delegation of Authority |
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ARTICLE 5 Notices |
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5.1 Delivery |
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5.2 Waiver of Notice |
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ARTICLE 6 Indemnification and Insurance |
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6.1 Indemnification |
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6.2 Advance Payment |
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6.3 Non-Exclusivity and Survival of Rights; Amendments |
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6.4 Insurance |
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6.5 Reliance |
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6.6 Severability |
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ARTICLE 7 Capital Stock |
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7.1 Certificates for Shares |
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7.2 Signatures on Certificates |
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7.3 Transfer of Stock |
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7.4 Registered Stockholders |
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7.5 Lost, Stolen or Destroyed Certificates |
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ARTICLE 8 Certain Transactions |
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8.1 Transactions with Interested Parties |
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8.2 Quorum |
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ARTICLE 9 General Provisions |
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9.1 Dividends |
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9.2 Dividend Reserve |
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9.3 Checks |
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9.4 Corporate Seal |
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9.5 Execution of Corporate Contracts and Instruments |
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9.6 Representation of Shares of Other Corporations |
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TABLE OF CONTENTS
(continued)
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ARTICLE 10 Amendments |
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-iii-
AMENDED AND RESTATED
BYLAWS
OF
OCULUS
INNOVATIVE SCIENCES, INC.
(a Delaware corporation)
ARTICLE 1
Offices
1.1 Registered Office. The registered office of the corporation shall be set forth in
the certificate of incorporation of the corporation.
1.2 Other Offices. The corporation may also have offices at such other places, either
within or without the State of Delaware, as the Board of Directors of the corporation (the Board)
may from time to time designate or the business of the corporation may require.
ARTICLE 2
Meeting of Stockholders
2.1 Place of Meeting. Meetings of stockholders may be held at such place, either
within or without of the State of Delaware, as may be designated by or in the manner provided in
these bylaws, or, if not so designated, at the registered office of the corporation or the
principal executive offices of the corporation.
2.2 Annual Meeting. Annual meetings of stockholders shall be held each year at such
date and time as shall be designated from time to time by the Board or the Chief Executive Officer
and stated in the notice of the meeting. At each such annual meeting, the stockholders shall elect
by a plurality vote the number of directors equal to the number of directors of the class whose
term expires at such meeting (or, if fewer, the number of directors properly nominated and
qualified for election) to hold office until the third succeeding annual meeting of stockholders
after their election. The stockholders shall also transact such other business as may properly be
brought before the meeting.
To be properly brought before the annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board or the Chief
Executive Officer, (b) otherwise properly brought before the meeting by or at the direction of the
Board or the Chief Executive Officer, or (c) otherwise properly brought before the meeting by a
stockholder of record. A motion related to business proposed to be brought before any
stockholders meeting may be made by any stockholder entitled to vote if the business proposed is
otherwise proper to be brought before the meeting. However, any such stockholder may
propose business to be brought before a meeting only if such stockholder has, in accordance
with
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the provisions of Section 2.3, given timely notice to the Secretary of the corporation in
proper written form of the stockholders intent to propose such business.
2.3 Stockholder Proposals.
(a) Stockholder Proposals Relating to Nominations for and Election of Directors.
(i) Nominations by a stockholder of candidates for election to the Board by stockholders at
any meeting of stockholders may be made only if the stockholder complies with the procedures set
forth in this Section 2.3(a), and any candidate proposed by a stockholder not nominated in
accordance with such provisions shall not be considered or acted upon for execution at such meeting
of stockholders. A proposal by a stockholder for the nomination of a candidate for election by
stockholders as a director at any meeting of stockholders at which directors are to be elected may
be made only by notice in writing, delivered by a nationally recognized courier service or mailed
by first class United States mail, postage or delivery charges prepaid, within the time limits
specified in Section 2.3(c).
(ii) A stockholders notice to the Secretary shall set forth (A) as to each person whom the
stockholder proposes to nominate for election or reelection as a director: (I) the name, age,
business address and, if known, residence address of each such person, (II) the principal
occupation or employment of each such person for the past five years, (III) the class, series and
number of shares of the corporation that are beneficially owned and of record by each such person
and beneficial owner, and the earliest date of acquisition of any such capital stock, (IV) a
description of any arrangement or understanding between each such person and the stockholder making
such nomination with respect to such persons proposal for nomination and election as a director
and actions to be proposed or taken by such person if elected a director, (V) the written consent
of each person so proposed to serve as a director if nominated and elected as a director and (VI)
any other information that would be required to be provided by the stockholder pursuant to the
Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively,
the 1934 Act) in such stockholders capacity as a proponent of a stockholder proposal if proxies
were to be solicited for the election as a director of each person whom the stockholder proposes;
and (B) as to the stockholder giving notice, (I) the name and record address of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made and (II) the class, series
and number of shares of the corporation that are owned beneficially and of record by the
stockholder and such beneficial owner.
(b) Stockholder Proposals Relating to Matters Other Than Nominations for and Elections of
Directors.
(i) A stockholder of the corporation may bring such business (other than a nomination of a
candidate for election as a director, which is covered by Section 2.3(a)) (a Stockholder Matter)
before any meeting of stockholders only if such Stockholder Matter is a proper matter for
stockholder action and such stockholder shall have provided notice in writing, delivered by a
nationally recognized courier service or mailed by first class United States mail, postage or
delivery charges prepaid, within the time limits specified in Section 2.3(c); provided, however,
that a proposal submitted by a stockholder for inclusion in the corporations proxy
statement for an annual meeting that is appropriate for inclusion therein and otherwise
complies
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with the provisions of Rule 14a-8 under the 1934 Act (including timeliness) shall be
deemed to have also been submitted on a timely basis pursuant to this Section 2.3.
(ii) A stockholders notice to the Secretary of a proposal of a Stockholder Matter shall set
forth (A) as to each matter the stockholder proposes to bring before the meeting a brief
description of the business desired to be brought before the meeting, (I) the text of the proposal
or business (including the text of any resolutions proposed for consideration and in the event that
such business includes a proposal to amend these bylaws of the corporation, the language of the
proposed amendment), (II) the reasons for conducting such business at the meeting and (III) any
other information that would be required to be provided by the stockholder pursuant to Section 14
of the 1934 Act in such stockholders capacity as a proponent of a stockholder proposal if proxies
were solicited for stockholder consideration of such Stockholder Matter at a meeting of
stockholders, and (B) as to the stockholder giving Notice, (I) the name and record address of the
stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal
is made, (II) the class, series and number of shares of the corporation that are owned beneficially
and of record by the stockholder and such beneficial owner and (III) any material interest of the
stockholder in such business.
(c) Time for Notice of Stockholder Proposals Relating to Nominations or Stockholder
Matters.
(i) In the case of an annual meeting of stockholders, to be timely, any written proposal of a
nomination or of a Stockholder Matter must be received at the principal executive offices of the
corporation addressed to the attention of the Secretary of the corporation not earlier than ninety
(90) days nor more than one hundred twenty (120) days in advance of the one-year anniversary of the
date the corporations proxy statement was released to the stockholders in connection with the
previous years annual meeting of stockholders; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been changed by more
than thirty (30) days from the date contemplated at the time of the previous years proxy
statement, notice by the stockholder must be received by the Secretary of the corporation not later
than the close of business on the later of (x) the ninetieth (90th) day prior to such annual
meeting and (y) the seventh (7th) day following the day on which public announcement of the date of
such meeting is first made (or, in the case of (x) and (y), if such day is not a business day, then
the close of the next business day). For the purposes of these bylaws, public announcement shall
mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission. In no event shall the public announcement of an adjournment or
postponement of any meeting of stockholders commence a new time period (or extend any time period)
for the giving of stockholders notice as described in these bylaws.
(ii) In the case of a special meeting of stockholders, to be timely, any written proposal of a
nomination or of a Stockholder Matter must be delivered by a nationally recognized courier service
or mailed by first class United States mail, postage or delivery charges prepaid, and received at
the principal executive offices of the corporation addressed to the attention of the Secretary of
the corporation not later than the close of business on the
seventh (7th) day following the earlier of (x) the date that the corporation mailed notice to
its
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stockholders that a special meeting of stockholders will be held and (y) the date on which
public announcement of the date of such meeting is first made (or, in the case of (x) or (y), if
such day is not a business day, then the close of the next business day).
(d) Determination of Defective Notice. Notwithstanding anything in these bylaws to
the contrary, no nomination or Stockholder Matter shall be presented at a meeting of stockholders
except in accordance with the procedures set forth in this Section 2.3, and any nomination or
Stockholder Matter not submitted in accordance with such provisions shall not be considered or
acted upon at any meeting of stockholders. The Chairman of the Board (or such other person
presiding at a meeting of stockholders in accordance with these bylaws) shall, if the facts
warrant, determine and declare to a meeting of stockholders that a proposal of a nomination or of a
Stockholder Matter was not properly brought before the meeting in accordance with the provisions of
this Section 2.3, and if he or she should so determine, he or she shall so declare to the meeting
and any such defective nomination or Stockholder Matter shall be disregarded.
2.4 Special Meetings. Special meetings of the stockholders may be called for any
purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation,
by the Secretary only at the request of the Chairman of the Board, the Chief Executive Officer or
by a resolution duly adopted by the affirmative vote of a majority of the Board. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted at any special
meeting shall be limited to matters relating to the purpose or purposes stated in the notice of
meeting.
2.5 Notice of Meetings. Except as otherwise provided by law, written notice of each
meeting of stockholders, annual or special, stating the place, if any, date and time of the
meeting, the means of remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which such special meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
When a meeting is adjourned to another place, date or time, notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, if any, date, time and means
of remote communications, if any, of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted that might have been transacted at the
original meeting.
2.6 List of Stockholders. The officer in charge of the stock ledger of the
corporation or the transfer agent shall prepare and make, at least ten (10) 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, for a period of at least ten days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information
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required to gain access to such list
is provided with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. If the meeting is to be held at a place, then 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. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible electronic network, and
the information required to gain access to such list shall be provided with the notice of the
meeting.
2.7 Organization and Conduct of Business. The Chairman of the Board or, in his or her
absence, the Chief Executive Officer or President of the corporation or, in their absence, such
person as the Board may have designated or, in the absence of such a person, such person as may be
chosen by the holders of a majority of the shares entitled to vote who are present, in person or by
proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In
the absence of the Secretary of the corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.
The chairman of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seems to him or her in order.
2.8 Quorum. Except where otherwise provided by law or the certificate of
incorporation of the corporation or these bylaws, the holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented in proxy, shall constitute a
quorum at all meetings of the stockholders.
2.9 Adjournments. Any meeting of stockholders may be adjourned from time to time to
any other time and to any other place at which a meeting of stockholders may be held under these
bylaws, which time and place shall be announced at the meeting, by a majority of the stockholders
present in person or represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer entitled to
preside at or to act as secretary of such meeting, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.10 Voting Rights. Unless otherwise provided in the certificate of incorporation of the corporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote for each share of
the capital stock having voting power held by such stockholder.
2.11 Majority Vote. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon which by express
provision of the statutes or of
the certificate of incorporation of the corporation or of
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these
bylaws, a different vote is required in which case such express provision shall govern and control
the decision of such question.
2.12 Record Date for Stockholder Notice and Voting. For purposes of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any right in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than sixty (60) days nor fewer than ten (10) days before the date of any such
meeting nor more than sixty (60) days before any other action to which the record date relates. 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. If the Board does not so fix a record date, 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 business day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held. 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 to such purpose.
2.13 Proxies. 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. All proxies
must be filed with the Secretary of the corporation at the beginning of each meeting in order to be
counted in any vote at the meeting. Subject to the limitation set forth in the last clause of the
first sentence of this Section 2.13, a duly executed proxy that does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the
proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in
person by, the person executing the proxy, or (ii) written notice of the death or incapacity of the
maker of that proxy is received by the corporation before the vote pursuant to that proxy is
counted.
2.14 Inspectors of Election. The corporation shall, in advance of any meeting of stockholders, appoint one or more
inspectors of election to act at the meeting and make a written report thereof. The corporation
may designate one or more persons to act as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of stockholders, 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.
2.15 Action Without a Meeting. No action required or permitted to be taken at any
annual or special meeting of the stockholders of the corporation may be taken without a meeting and
the power of the stockholders to consent in writing, without a meeting, to the taking of any action
is specifically denied.
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ARTICLE 3
Directors
3.1 Number, Election, Tenure and Qualifications. The number of directors that shall
constitute the entire Board shall not be less than five (5) nor more than nine (9), and initially
shall be set at seven (7); provided, however, that the number of directors that shall constitute
the entire Board shall be fixed from time to time by resolution adopted by a majority of the entire
Board. The classes of directors that shall constitute the entire Board shall be as provided in the
certificate of incorporation of the corporation.
The directors shall be elected at the annual meetings of the stockholders, except as otherwise
provided in Section 3.2, and each director elected shall hold office until such directors
successor is elected and qualified or until such directors earlier resignation, removal, death or
incapacity.
Subject to the rights of holders of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations of persons for election to the Board
by or at the direction of the Board may be made by any nominating committee or person appointed by
the Board; nominations may also be made by any stockholder of record of the corporation entitled to
vote for the election of directors at the applicable meeting who complies with the notice
procedures set forth in Section 2.3(a). Such nominations, other than those made by or at the
direction of the Board, shall be made within the time limits specified in Section 2.3(c). Such
stockholders notice to the Secretary shall set forth the information specified in Section
2.3(a)(ii).
3.2 Enlargement and Vacancies. The number of members of the Board may be increased at
any time as provided in Section 3.1 above. Sole power to fill vacancies and newly created
directorships resulting from
any increase in the authorized number of directors shall be vested in the Board through action
by a majority of the directors then in office, though less than a quorum, or by a sole remaining
director, and each director so chosen shall hold office until the next annual election at which the
term of the class to which they have been elected expires and until such directors successor is
duly elected and qualified or until such directors earlier resignation, removal from office, death
or incapacity. If there are no directors in office, then an election of directors may be held in
the manner provided by statute. In the event of a vacancy in the Board, the remaining directors,
except as otherwise provided by law or these bylaws, may exercise the powers of the full board
until the vacancy is filled.
3.3 Resignation and Removal. Any director may resign at any time upon written notice
to the corporation at its principal place of business or to the Chief Executive Officer or the
Secretary. Such resignation shall be effective upon receipt of such notice unless the notice
specifies such resignation to be effective at some other time or upon the happening of some other
event. Any director or the entire Board may be removed by the holders of a majority of the shares
then entitled to vote at an election of directors, unless otherwise specified by law or the
certificate of incorporation of the corporation.
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3.4 Composition. The corporation shall use commercially reasonable efforts to ensure
that a majority of the members of the Board qualify as independent directors (each an
Independent Director) under the then current rules and regulations of the United States
Securities and Exchange Commission and the primary stock exchange, stock market or quotation system
on which the corporations stock is then listed or quoted, as applicable.
3.5 Powers. The business of the corporation shall be managed by or under the
direction of the Board, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the certificate of incorporation of the
corporation or by these bylaws directed or required to be exercised or done by the stockholders.
3.6 Chairman of the Board. If the Board appoints a Chairman of the Board, such
Chairman shall, when present, preside at all meetings of the stockholders and the Board. The
Chairman shall perform such duties and possess such powers as are customarily vested in the office
of the Chairman of the Board or as may be vested in the Chairman by the Board.
3.7 Place of Meetings. The Board may hold meetings, both regular and special, either
within or without the State of Delaware.
3.8 Annual Meetings. The annual meetings of the Board shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting shall be necessary to the Board, provided a quorum
shall be present, or shall be held at the next regularly scheduled meeting of the Board or at such
other date, time and place as shall be designated from time to time by the Board and stated in the
notice of the meeting. The annual meetings shall be for the purposes of organization, and an
election of officers and the transaction of other business.
3.9 Regular Meetings. Regular meetings of the Board may be held without notice at
such time and place as may be determined from time to time by the Board; provided that any director
who is absent when such a determination is made shall be given prompt notice of such determination.
3.10 Special Meetings. Special meetings of the Board may be called by the Chairman of
the Board, the Chief Executive Officer, the President or the Secretary, or on the written request
of two or more directors, or by one director in the event that there is only one director in
office. Notice of the time and place, if any, of special meetings shall be delivered personally or
by telephone to each director, or sent by first-class mail or commercial delivery service,
facsimile transmission, or by electronic mail or other electronic means, charges prepaid, sent to
such directors business or home address as they appear upon the records of the corporation. In
case such notice is mailed, it shall be deposited in the United States mail at least four (4) days
prior to the time of holding of the meeting. In case such notice is delivered personally or by
telephone or by commercial delivery service, facsimile transmission, or electronic mail or other
electronic means, it shall be so delivered at least twenty-four (24) hours prior to the time of the
holding of the meeting. A notice or waiver of notice of a meeting of the Board need not specify
the purposes of the meeting.
3.11 Quorum, Action at Meeting, Adjournments. At all meetings of the Board, a
majority of directors then in office, but in no event less than one-third (1/3) of the entire
Board,
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shall constitute a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by law or by the certificate of incorporation of the
corporation. For purposes of this Section, the term entire Board shall mean the number of
directors last fixed by directors in accordance with these bylaws; provided, however, that if fewer
than all the number of directors so fixed have been elected (by the stockholders or the Board), the
entire Board shall mean the greatest number of directors so elected to hold office at any one
time pursuant to such authorization. If a quorum shall not be present at any meeting of the board
of directors, a majority of the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be present.
3.12 Action Without Meeting. Unless otherwise restricted by the certificate of
incorporation of the corporation or these bylaws, any action required or permitted to be taken at
any meeting of the Board or of any
committee thereof may be taken without a meeting, if all members of the Board or committee, as
the case may be, consent thereto in writing or by electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes of proceedings of
the Board or committee.
3.13 Telephone Meetings. Unless otherwise restricted by the certificate of
incorporation of the corporation or these bylaws, any member of the Board or any committee thereof
may participate in a meeting of the Board or of any committee, as the case may be, by means of
conference telephone or by any form of communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
3.14 Committees. The Board may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or more of the directors
of the corporation. 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 present at any
meeting and not disqualified from voting, whether or not the member or members present constitute a
quorum, may unanimously appoint another member of the Board to act at the meeting in the 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 the
power or authority in reference to (i) approving or adopting, or recommending to the stockholders,
any action or matter expressly required by the DGCL to be submitted to stockholders for approval or
(ii) adopting, amending or repealing any of these bylaws. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted by the Board. Each
committee shall keep regular minutes of its meetings and make such reports to the Board as the
Board may request. Except as the Board may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is provided in these bylaws
for the conduct of its business by the Board.
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3.15 Fees and Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation of the corporation or these bylaws, the Board shall have the authority
to fix the compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting
of the Board or a stated salary as director. 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 attending committee meetings.
3.16 Rights of Inspection. Any director shall have the right to examine the
corporations stock ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to his or her position as a director.
ARTICLE 4
Officers
4.1 Officers Designated. The officers of the corporation shall be chosen by the Board
and shall be a Chief Executive Officer, a President, a Secretary and a Chief Financial Officer or
Treasurer. The Board may also choose a Chief Operating Officer, one or more Vice Presidents, and
one or more assistant Secretaries or assistant Treasurers. Any number of offices may be held by
the same person, unless the certificate of incorporation of the corporation or these bylaws
otherwise provide.
4.2 Election. The Board at its first meeting after each annual meeting of
stockholders shall choose a Chief Executive Officer, a President, a Secretary and a Chief Financial
Officer or Treasurer. Other officers may be appointed by the Board of Directors at such meeting,
at any other meeting, or by written consent or may be appointed by the Chief Executive Officer
pursuant to a delegation of authority from the Board.
4.3 Tenure. Each officer of the corporation shall hold office until such officers
successor is elected and qualified, unless a different term is specified in the vote choosing or
appointing such officer, or until such officers earlier death, resignation, removal or incapacity.
Any officer elected or appointed by the Board or by the Chief Executive Officer may be removed
with or without cause at any time by the affirmative vote of a majority of the Board or a committee
duly authorized to do so, except that any officer appointed by the Chief Executive Officer may also
be removed at any time by the Chief Executive Officer. Any vacancy occurring in any office of the
corporation may be filled by the Board, at its discretion. Any officer may resign by delivering
such officers written resignation to the corporation at its principal place of business or to the
Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some other event.
4.4 The Chief Executive Officer. Subject to such supervisory powers, if any, as may
be given by the Board to the Chairman of the Board, the Chief Executive Officer shall preside at
all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board, shall have general and active management of the business of
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the corporation and shall see that all orders and resolutions of the Board are carried into
effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly delegated by the
Board to some other officer or agent of the corporation.
4.5 The President. The President shall, in the event there be no Chief Executive
Officer or in the absence of the Chief Executive Officer or in the event of his or her disability
or refusal to act, perform the duties of the Chief Executive Officer, and when so acting, shall
have the powers of and be subject to all the restrictions upon the Chief Executive Officer. The
President shall perform such other duties and have such other powers as may from time to time be
prescribed for such person by the Board, the Chairman of the Board, the Chief Executive Officer or
these bylaws.
4.6 The Vice President. The Vice President (or in the event there be more than one,
the Vice Presidents in the order designated by the directors, or in the absence of any designation,
in the order of their election), shall, in the absence of the President or in the event of his or
her disability or refusal to act, perform the duties of the President, and when so acting, shall
have the powers of and be subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties and have such other powers as may from time to time be
prescribed for them by the Board, the President, the Chairman of the Board or these bylaws.
4.7 The Secretary. The Secretary shall attend all meetings of the Board and the
stockholders and record all votes and the proceedings of the meetings in a book to be kept for that
purpose and shall perform like duties for the standing committees, when required. The Secretary
shall give, or cause to be given, notice of all meetings of stockholders and special meetings of
the Board, and shall perform such other duties as may from time to time be prescribed by the Board,
the Chairman of the Board or the Chief Executive Officer, under whose supervision he or she shall
act. The Secretary shall have custody of the seal of the corporation, and the Secretary, or an
Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and,
when so affixed, the seal may be attested by his or her signature or by the signature of such
Assistant Secretary. The Board may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing thereof by his or her signature. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the office of the corporations
transfer agent or registrar, as determined by resolution of the Board, a share register, or a
duplicate share register, showing the names of all stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for the same and the
number and date of cancellation of every certificate surrendered for cancellation.
4.8 The Assistant Secretary. The Assistant Secretary, or if there be more than one,
any Assistant Secretaries in the order designated by the Board (or in the absence of any
designation, in the order of their election) shall assist the Secretary in the performance of his or her duties and, in the
absence of the Secretary or in the event of his or her inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform such other duties and have such
other powers as may from time to time be prescribed by the Board.
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4.9 The Chief Financial Officer. The Chief Financial Officer shall have the custody
of the corporate funds and securities and shall keep 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. The Chief Financial Officer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief
Executive Officer and the Board, at its regular meetings, or when the Board so requires, an account
of all his or her transactions as Chief Financial Officer and of the financial condition of the
corporation. The Chief Financial Officer shall perform such other duties and have other powers as
may from time to time be prescribed by the Board of Directors or the Chief Executive Officer.
4.10 The Treasurer and Assistant Treasurers. The Treasurer (if one is appointed)
shall have such duties as may be specified by the Chief Financial Officer to assist the Chief
Financial Officer in the performance of his or her duties and to perform such other duties and have
other powers as may from time to time be prescribed by the Board or the Chief Executive Officer.
It shall be the duty of any Assistant Treasurers to assist the Treasurer in the performance of his
or her duties and to perform such other duties and have other powers as may from time to time be
prescribed by the Board or the Chief Executive Officer.
4.11 Bond. If required by the Board, any officer shall give the corporation a bond in
such sum and with such surety or sureties and upon such terms and conditions as shall be
satisfactory to the Board, including without limitation a bond for the faithful performance of the
duties of such officers office and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in such officers possession or under such
officers control and belonging to the corporation.
4.12 Delegation of Authority. The Board may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any provision hereof.
ARTICLE 5
Notices
5.1 Delivery . Whenever, under the provisions of law, or of the certificate of incorporation of the
corporation or these bylaws, written notice is required to be given to any director or stockholder,
such notice may be given by mail, addressed to such director or stockholder, at such persons
address as it appears on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited in the United
States mail or delivered to a nationally recognized courier service. Unless written notice by mail
is required by law, written notice may also be given by commercial delivery service, facsimile
transmission, electronic means or similar means addressed to such director or stockholder at such
persons address as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the corporation or the person sending such
notice and not by the addressee. Oral notice or other in-hand delivery, in person or by telephone,
shall be deemed given at the time it is actually given.
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5.2 Waiver of Notice. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation of the corporation or of these bylaws, a
written waiver, 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 or any waiver by electronic transmission unless so
required by the certificate of incorporation or these bylaws.
ARTICLE 6
Indemnification and Insurance
6.1 Indemnification.
(a) Each person who was or is made a party or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding),
by reason of the fact that he or she or a person of whom he or she is the legal representative is
or was a director or officer of the corporation (or any predecessor), or is or was serving at the
request of the corporation (or any predecessor) as a director, officer, employee or agent of
another corporation or of a partnership, limited liability company, joint venture, trust, employee
benefit plan sponsored or maintained by the corporation, or other enterprise (or any predecessor of
any of such entities) (hereinafter an Indemnitee), shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the General Corporation Law of the State of
Delaware (the DGCL), as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation to provide
broader indemnification rights than said law permitted the corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense, liability and loss
(including attorneys fees and related disbursements, judgments, fines, excise taxes or penalties
under the Employee Retirement Income Security Act of 1974, as amended from time to time, penalties
and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such
Indemnitee in connection therewith. Each person who is or was serving as a director, officer,
employee or agent of a subsidiary of the corporation shall be deemed to be serving, or have served,
at the request of the corporation. The right to indemnification conferred in this Section 6.1
shall be a contract right.
(b) Any indemnification (but not advancement of expenses) under this Article 6 (unless ordered
by a court) shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the DGCL, as the same
exists or hereafter may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader
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indemnification rights than said law permitted the corporation to provide prior to such amendment). Such determination shall be made
with respect to a person who is a director or officer at the time of such determination (A) by a
majority vote of the directors who are not or were not parties to the proceeding in respect of
which indemnification is being sought by Indemnitee (the Disinterested Directors), even though
less than a quorum, (B) by a committee of Disinterested Directors designated by a majority vote of
the Disinterested Directors, even though less than a quorum, (C) if there are no such Disinterested
Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) by the stockholders.
6.2 Advance Payment. The right to indemnification under this Article 6 shall include the
right to be paid by the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the corporation within thirty (30)
days after the receipt by the corporation of a statement or statements from the claimant requesting
such advance or advances from time to time; provided, however, that if the DGCL requires, the
payment of such expenses incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to be indemnified
under Section 6.1 or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to this Article 6, no
advance shall be made by the corporation to an officer of the corporation (except by reason of the
fact that such officer is or was a director of the corporation, in which event this paragraph shall
not apply) in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by the Board by a majority
vote of the Disinterested Directors, even though less than a quorum,
or (B) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though
less than a quorum, or (C) if there are no Disinterested Directors or the Disinterested Directors
so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be
delivered to the claimant, that the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best interests of the
corporation.
6.3 Non-Exclusivity and Survival of Rights; Amendments. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article 6 shall not be deemed exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the certificate of incorporation of the
corporation, bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise, and
shall continue as to a person who has ceased to be a director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the provisions of this Article 6 shall not in any way
diminish or adversely affect the rights of any director, officer, employee or
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agent of the corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or
modification.
6.4 Insurance. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against
any expense, liability or loss asserted against such person and incurred by such person in any such
capacity, or arising out of such persons status as such, whether or not the corporation would have
the power to indemnify such person against such liability under the DGCL.
6.5 Reliance. Persons who after the date of the adoption of this provision become or
remain directors or officers of the corporation shall be conclusively presumed to have relied on
the rights to indemnity, advance of expenses and other rights contained in this Article 6 in
entering into or continuing such service. The rights to indemnification and to the advance of
expenses conferred in this Article 6 shall apply to claims made against an Indemnitee arising out
of acts or omissions that occurred or occur both prior and subsequent to the adoption hereof.
6.6 Severability. If any word, clause, provision or provisions of this Article 6
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this Article 6 (including, without
limitation, each portion of any section or paragraph of this Article 6 containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of
this Article 6 (including, without limitation, each such portion of any section or paragraph of
this Article 6 containing any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
ARTICLE 7
Capital Stock
7.1 Certificates for Shares. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Certificates shall be signed by, or in the name of the
corporation by, the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by the Chief Financial Officer, the Treasurer or an Assistant Treasure, or the
Secretary or an Assistant Secretary of the corporation. Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.
Within a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice containing the information
required by the DGCL or a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative participating,
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optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
7.2 Signatures on Certificates. Any or all of the signatures on a 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 he were such officer, transfer agent or registrar at the date of issue.
7.3 Transfer of Stock. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate of shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, and proper evidence of compliance or other
conditions to rightful transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the transaction upon its
books. Upon receipt of proper transfer instructions, and proper evidence of compliance or other
conditions to rightful transfer, from the registered owner of uncertificated share, such
uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
7.4 Registered Stockholders. 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 provided by the laws of Delaware.
7.5 Lost, Stolen or Destroyed Certificates. The corporation may direct that a new
certificate or certificates be issued to replace any certificate or certificates theretofore issued
by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed and on
such terms and conditions as the corporation may require. When authorizing the issue of a new
certificate or certificates, the corporation may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such manner as it shall
require, to indemnify the corporation in such manner as it may require, and/or to give the
corporation a bond or other adequate security in such sum as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
ARTICLE 8
Certain Transactions
8.1 Transactions with Interested Parties. 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
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or officers are directors 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 or committee thereof which authorizes the contract or transaction or solely because the
vote or votes of such director or officer are counted for such purpose, if:
(a) the material facts as to such directors or officers 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 votes of a
majority of the disinterested directors, even though the disinterested directors be less than a
quorum; or
(b) the material facts as to such directors or officers relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith by vote of the
stockholders; or
(c) the contract or transaction is fair as to the corporation as of the time it is authorized,
approved or ratified, by the Board, a committee thereof or the stockholders.
8.2 Quorum. Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board or of a committee which authorizes the contract or
transaction.
ARTICLE 9
General Provisions
9.1 Dividends. Dividends upon the capital stock of the corporation, subject to any
restrictions contained in the DGCL or the provisions of the certificate of incorporation of the
corporation, if any, may be declared by the Board at any regular or special meeting or by unanimous
written consent. Dividends may be paid in cash, in property or in shares of capital stock, subject
to the provisions of the certificate of incorporation of the corporation.
9.2 Dividend Reserve. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the corporation, or for
such other purpose as the directors shall think conducive to the interest of the corporation, and
the directors may modify or abolish any such reserve in the manner in which it was created.
9.3 Checks. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board may from time to
time designate.
9.4 Corporate Seal. The Board of Directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its
organization and the word Delaware. The seal may be used by causing it or a facsimile thereof
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to be impressed or affixed or otherwise reproduced. The seal may be altered from time to time by the
Board.
9.5 Execution of Corporate Contracts and Instruments. The Board, except as otherwise
provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so authorized or ratified by
the Board or within the agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount.
9.6 Representation of Shares of Other Corporations. The Chief Executive Officer, the
President or any Vice President, the Chief Financial Officer or the Treasurer or any Assistant
Treasurer, or the Secretary or any Assistant Secretary of the corporation is authorized to vote,
represent and exercise on behalf of the corporation all rights incident to any and all shares of
any corporation or corporations standing in the name of the corporation. The authority herein
granted to said officers to vote or represent on behalf of the corporation any and all shares held
by the corporation in any other corporation or corporations may be exercised either by such
officers in person or by any other person authorized so to do by proxy or power of attorney duly
executed by said officers.
ARTICLE 10
Amendments
The Board is expressly empowered to adopt, amend or repeal these bylaws; provided, however,
that any adoption, amendment or repeal of these bylaws by the Board shall require the approval of
at least sixty-six and two-thirds percent of the total number of directors then in office. The
stockholders shall also have power to adopt, amend or repeal these bylaws at any regular or special
meeting of stockholders; provided, however, that in addition to any vote of the holders of any
class or series of stock of the corporation required by law or by the certificate of incorporation
of the corporation, the affirmative vote of the holders of at least sixty-six and two-thirds
percent of the voting power of all of the then outstanding shares of the stock of the corporation
entitled to vote generally in the election of directors, voting together as a single class, shall
be required for such adoption, amendment or repeal by the stockholders of any provision of these
bylaws and notice of such adoption, amendment or repeal shall be contained in the notice of such
meeting.
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SECRETARYS CERTIFICATE OF ADOPTION OF THE AMENDED AND
RESTATED BYLAWS OF
OCULUS INNOVATIVE SCIENCES, INC.
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of Oculus Innovative Sciences, Inc.,
a Delaware corporation; and
2. That the foregoing is a full, true and correct copy of the Amended and Restated
Bylaws of the corporation as adopted by the directors
of said corporation and to become
effective as of June 11, 2008.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 11th day of June 2008.
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/s/ Jim Schutz |
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Jim Schutz |
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Secretary |
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