BYLAWS OF TEST AND DIAGNOSTICS CONSORTIUM, INC.

 

Contents

 

 

 

Page No.

 

2.                     ARTICLE I - GENERAL

 

2.                     ARTICLE II - PURPOSES

 

3.                     ARTICLE III - FISCAL YEAR

 

3.                     ARTICLE IV - BOARD OF DIRECTORS

 

6.                     ARTICLE V - COMMITTEES

 

7.                     ARTICLE VI - MEMBERS

 

11.                   ARTICLE VII - MEMBERSHIP MEETINGS

 

13.                   ARTICLE VIII - NOTICES

 

14.                   ARTICLE IX - OFFICERS

 

16.                   ARTICLE X - DEPOSITS AND CHECKS

 

17.                   ARTICLE XI - INDEMNIFICATION

 

19.                   ARTICLE XII – RESEARCH PROJECTS, TECHNOLOGY OWNERSHIP AND LICENSE

 

20.                   ARTICLE XIII - CORPORATE RECORDS AND REPORTS

 

21.                  ARTICLE XIV – CORPORATE ACTIONS

 

22.                                      ARTICLE XV – MISCELLANEOUS

 

23.                   CERTIFICATION

 

 

 

BYLAWS OF

                       

TEST AND DIAGNOSTICS CONSORTIUM, INC.

 

 

ARTICLE I

                       

GENERAL

 

            Section 1.1.     Certificate of Incorporation.  All references in these Bylaws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation of the Corporation filed with State of Delaware pursuant to the General Corporation Law of the State of Delaware, Chapter I, Title 8.

 

            Section 1.2.     Principal Office.  The principal office and other offices of the Test and Diagnostics Consortium, Inc. (the “Corporation”) shall be located in such places, either in or outside the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may require.

 

            Section 1.3.      Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

 

            Section 1.4.     Seal.  The Directors may, but are not required to, provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words “Corporate Seal”.  The seal may be used by causing it or a facsimile thereof to be affixed, impressed or reproduced on documents.

 

 

ARTICLE II

                       

PURPOSES

 

            Section 2.1.       Purposes.  The purposes of the Corporation are set forth in Article II of the Certificate of Incorporation. As a general matter, the Corporation is organized exclusively for the purpose of receiving and administering funds for the purposes set forth in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended  (the “Code”), or corresponding provisions of any subsequent federal tax laws, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code and not treated as a private foundation as a result of the provisions of Section 509(a) of the Code, or corresponding provisions of any subsequent federal tax laws.  In general, the Corporation may engage in any activity within the aforedescribed purposes for which a Delaware nonprofit corporation may be organized under the General Corporation Law of the State of Delaware, including, but not limited to the following:

 

a.         To conduct, sponsor, fund, direct, and otherwise promote scientific research, development and demonstration of technologies and scientific methods that will optimize the test and diagnostic environment;  

b.         To assist in the implementation of such technologies and methods;

c.         To provide a forum for users and suppliers of test and diagnostic equipment and products for examination and discussion of technical and scientific issues having a significant impact on the test and diagnostic environment; 

d.         To publish or sponsor articles, newsletters and other publications related to test and diagnostic equipment and products;

e.         To seek and accept gifts, grants and other support from individuals, corporations, organizations, foundations, and others, and charge fees for carrying out the foregoing purposes; and

f.          To engage in such other activities as may be possible, and to do every act appropriate or necessary to carry out any of the foregoing purposes.

 

            Notwithstanding any other provision of these Bylaws, this Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or corresponding provisions of any subsequent federal tax laws.

 

 

ARTICLE III

 

FISCAL YEAR

 

            Section 3.1.   Fiscal Year.  The fiscal year of the Corporation shall begin on the first (1st) day of July and end on the thirtieth (30th) day of June each year or such other fiscal year as may be determined by the Board of Directors.

 

 

ARTICLE IV

 

BOARD OF DIRECTORS

 

            Section 4.1.       General Powers.  Except as otherwise provided in the Certificate of Incorporation, or these Bylaws, the property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.  The Board of Directors shall not take any action that is not permitted herein, under the General Corporation Law of the State of Delaware, or other relevant Delaware law, nor shall it take any action prohibited by Section 501(c)(3) the Code, or corresponding provisions of any subsequent federal tax laws.  The Directors shall in all cases act as a Board.  Day-to-day operations of the Corporation shall be managed by the Officers of the Corporation.  However, the Board of Directors shall be charged with the responsibility of setting the general policy of the Corporation, and exercising oversight authority over the Corporation Officers.

 

            Section 4.2.     Composition of Board.  Directors need not be Members of the Corporation.  The number of Directors of the Corporation shall be between five (5) and ten (10), as may be determined from time to time by resolution of the Board of Directors.  The required number of Directors may be changed from time to time by amendment to these Bylaws, provided that a minimum of three (3) Directors are maintained.

 

Section 4.3.     Advisors to the Board. The Board may select such advisors to the Board at it deems necessary from time to time. Notwithstanding the foregoing, the Department of Defense may nominate one representative to serve as an advisor to the Board which nomination shall be accepted by the Board.  

 

            Section 4.4.      Tenure.  Directors may be elected at any meeting of the Members. A Director shall hold office for a term of one (1) year and until his or her successor is elected and qualified or until his or her resignation or removal.  All Directors shall be eligible to be re-elected to successive terms of office without limitation.

 

            Section 4.5.     Resignation.  A Director may resign at any time by notice to the Corporation tendered to the Board, or the President or Secretary of the Corporation.  A Director may also resign upon notice given by electronic transmission to the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

            Section 4.6.     Removal. The Directors may remove one (1) or more Directors, with or without cause, by a majority vote of the remaining Directors.

 

            Section 4.7.     Vacancies.  Vacancies caused by removal and not filled by the Members at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and newly created Directorships resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office; provided, however, that any Director so elected to fill such vacancy shall serve for the unexpired term of his or her predecessor.  The term of any Director elected to fill a newly created Directorship shall expire at the conclusion of the next succeeding annual meeting of the Board of Directors.

 

            Section 4.8.     Place of Meetings.  All meetings of the Board of Directors shall be held at the principal office of the Corporation or such other place either in or outside the State of Delaware as shall be determined by the Board of Directors.

 

            Section 4.9.      Annual Meetings.  An annual meeting of the Board of Directors shall be held in each fiscal year at such time and place as may be designated by the Board of Directors or if not so designated, the annual meeting of the Board of Directors shall be held on the last Tuesday in May of each fiscal year at such place as may be designated.  The purposes of the annual meeting shall be for the election of Officers and Directors, and to transact any other business as may properly come before the meeting. 

 

            Section 4.10.     Special Meetings.  Special meetings of the Board of Directors may be called by the President or by any two (2) Directors. 

 

            Section 4.11.     Notice of Meeting.  Notice of a special meeting of Directors, or Committee of Directors, stating the place, date and hour of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.

 

            Section 4.12.     Action Without a Meeting.  Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Directors or of a Committee of Directors, may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, is signed or otherwise approved by all of the Directors entitled to vote with respect to the subject matter thereof, or all of the members of the Committee of Directors, as the case may be.  Such writing or writings or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the Directors or Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

            Section 4.13.    Quorum.  A majority of the Board of Directors constitutes a quorum for the transaction of business at any meeting of the Board of Directors, but if less than two-thirds (2/3) of the Directors are present at the meeting a majority of the Directors present may adjourn the meeting without further notice.

 

            Section 4.14.      Voting.  The vote of a majority of the Members present at a meeting at which a quorum is present constitutes the action of the Board of Directors or a Committee of Directors.

 

            Section 4.15.     Participation in Meetings by Telecommunications.  A member of the Board of Directors, or a Committee, may participate in a meeting by means of telephone conference or similar communications through which all persons participating in the meeting can communicate with the other participants.  Participation in a meeting pursuant to this Section 4.15 constitutes presence in person at the meeting.

 

            Section 4.16.    Compensation.  No compensation shall be paid to Directors for their service on the Board.  By resolution of the Board, payment of expenses for actual attendance at each regular or special meeting is authorized.

 

Section 4.17.     Conduct of Meetings.  At all meetings of the Board of Directors, the President shall preside.  If there is not a President than such other person chosen by the Board of Directors shall preside.  The Secretary of the Corporation shall act as Secretary of each meeting of the Board of Directors, but in his or her absence, the President shall appoint some person to act as Secretary of the meeting and to keep a record of the proceedings thereof for entry in the minute book of the Corporation.  Should any questions arise regarding the procedure at any meeting, it shall be resolved by reference to “Roberts’ Rule of Order Revised.”

 

            Section 4.18.      Dissent.  A Director who is present at a meeting of the Board of Directors or a Committee of which he or she is a member, at which action on a corporate matter is taken, is presumed to have concurred in that action unless his or her dissent is entered in the minutes of the meeting, or unless he or she files his or her written dissent to the action with the person acting as Secretary of the meeting before or promptly after the adjournment thereof.  The right to dissent shall not apply to a Director who voted in favor of the action.  A Director who is absent from a meeting of the Board of Directors, or a Committee, of which he or she is a member, at which any such action is taken is presumed to have concurred in the action unless he or she files a dissent with the Secretary of the Corporation within five (5) days after he or she has knowledge of the action.

 

 

ARTICLE V

 

COMMITTEES

 

            Section 5.1.      Committees.  The Board of Directors may designate one (1) or more Committees, each Committee to consist of two (2) or more Directors of the Corporation.  The Board of Directors may designate one (1) or more Directors as alternate members of a Committee, who may replace an absent or disqualified member at a meeting of the Committee provided, however, that in the absence or disqualification of a member of a Committee, the members thereof present at a meeting of the Committee and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of such an absent or disqualified member.  A Committee may select non-Board members to serve in an advisory capacity.  A Committee, and each member thereof, shall serve at the pleasure of the Board of Directors. 

 

            Section 5.2.      Authority.  A Committee may exercise all powers and authority of the Board of Directors in the management of the property and affairs of the Corporation, provided however, that a Committee does not have the power or authority to do any of the following:

 

a.         Amend the Certificate of Incorporation;

b.         Adopt an agreement of merger or consolidation;

c.         Sell, lease, or exchange all or substantially all of the Corporation’s assets;

d.         Dissolve the Corporation or revoke a dissolution;

e.         Amend the Bylaws; or

f.          Appoint or remove an Officer, Director, or Committee member.

 


 

ARTICLE VI

 

MEMBERS

 

            Section 6.1.   User and Supplier Member.  Any user or supplier of test and diagnostic equipment or products, located and incorporated or located and established in the United States, Canada or Mexico, shall be eligible to be a Member of the Corporation if, in the determination of the Board of Directors, such entity has goals and objectives compatible with those set forth in these Bylaws.

 

            Section 6.2.   User and Supplier Members - United States.  Any legally constituted entity in the United States shall be eligible to be a Member of the Corporation if, in addition to satisfying the requirements in Section 6.1 above, in the determination of the Board of Directors:

 

a.                  Any research activity or any research project undertaken or technology developed by the Corporation will be used predominantly by such United States entity to benefit the United States and United States manufacturers in competing in the global marketplace;

b.                  Any research project undertaken or technology developed by the Corporation, or information relating thereto, will not be used or made available by such United States entity to foreign manufacturers or other foreign entities which are not Members except as may be authorized or approved by the Corporation;

c.                  Such United States entity is located and incorporated or located and established in a state of the United States, has its central management and control in the United States, Canada or Mexico, and has its principal place of business located within the United States, Canada or Mexico;

d.                  Such United States entity is not, to the best of its knowledge and belief, owned or controlled, directly or indirectly, by persons who are not citizens of the United States or by corporations, partnerships or proprietorships that are not corporations, partnerships or proprietorships of the United States, Canada or Mexico; and

e.                  Such United States entity meets such other criteria for admission for United States entities as shall be established by the Board of Directors from time to time to further the overall mission and achieve the objectives of the Corporation.

 

Section 6.3.   User and Supplier Members - Canada and Mexico.  Any legally constituted entity in Canada or Mexico shall be eligible to be a Member of the Corporation if, in addition to satisfying the requirements in Section 6.1 above, in the determination of the Board of Directors:

 

a.         Such Canadian or Mexican entity has sufficient domestic ties to Canada or Mexico and the Canadian or Mexican economy, as applicable, such that the entity’s business objectives are substantially similar to and designed to promote the principles and objectives underlying the Canada-United States Free Trade Agreement or the North American Free Trade Agreement which are directed toward positioning the United States, Canada and Mexico to compete as leaders in the global marketplace;

b.         Such Canadian or Mexican entity has sufficient ties to the United States by way of relationships with United States companies as trading partners and/or as a United States government defense contractor, and such Canadian or Mexican entity has manufacturing and research goals and objectives aligned with those of United States manufacturers, such that knowledge of any research activity or any research project undertaken or technology developed by the Corporation will be used predominantly by such entity to benefit the United States, United States manufacturers, Canada, Mexico, and Canadian and Mexican manufacturers in competing as allies in the global marketplace;

c.         Any research project undertaken or technology developed by the Corporation, or information relating thereto, will not be used or made available by such Canadian or Mexican entity to foreign manufacturers or other foreign entities which are not Members except as may be authorized or approved by the Corporation;

d.         Such Canadian or Mexican entity agrees that certain government agencies and other sponsors may impose conditions on participation in certain research projects with which the sponsor will require the Corporation to comply and which could cause the Canadian or Mexican entity to be precluded from participation on such projects, and in the event this occurs, the Canadian or Mexican entity agrees to indemnify and hold the Corporation, its Board of Directors and Officers, employees and agents harmless from and against any loss of costs associated with attempting to secure participation on such projects;

e.         Such Canadian or Mexican entity is located and incorporated or located and established in a province of Canada or state of Mexico, has its central management and control in the United States, Canada or Mexico, and has its principal place of business located within the United States, Canada or Mexico;

f.          Such Canadian or Mexican entity is not, to the best of its knowledge or belief, owned or controlled, directly or indirectly, by persons who are not citizens of the United States, Canada or Mexico or by corporations, partnerships or proprietorships that are not corporations, partnerships or proprietorships of the United States, Canada or Mexico;

g.         Such Canadian or Mexican entity submits to the jurisdiction of the laws of the United States in any litigation involving the Corporation or its Board of Directors and agrees in writing to special contractual restrictions as may be set by the Board of Directors from time to time in the Membership Application and Agreement in order to protect and indemnify the Corporation, its Board of Directors and its Members that are United States manufacturers from damages incurred if such Canadian or Mexican entity discloses any Corporation research project or technology, intentionally or unintentionally, to a foreign manufacturer or other foreign entity absent a written license from the Corporation;  and

h.         Such Canadian or Mexican entity meets such other criteria for admission for Canadian or Mexican entities as shall be established by the Board of Directors from time to time to further the overall mission and achieve the objectives of the Corporation.

 


 

Section 6.4.   Divisions of Members.   A operating division of a Member (not a legally constituted entity) shall be eligible to be a Member of the Corporation if, in addition to satisfying the requirements in Section 6.1 above, such division meets any separate or distinct requirements of membership in the determination of the Board of Directors.

 

Section 6.5.   Wholly-owned and controlled subsidiaries and majority-owned and controlled subsidiaries.  Unless otherwise set forth in these Bylaws or declared in writing by the Corporation, a Member’s Membership Agreement in the Corporation, though limited to one (1) vote, shall include the Membership of all of its wholly-owned and controlled subsidiary corporations throughout the world as well as its majority-owned and controlled subsidiary corporations throughout the world, or technology developed under a research project may be licensed or otherwise transferred to such subsidiary, affiliate, joint venture, corporation or entity, provided such subsidiaries, affiliates, joint ventures, corporations and entities can ensure to the satisfaction of the Board of Directors that the knowledge or technology will be protected in the country of destination and/or use to the same extent it is protected under United States laws and that the license or transfer of such knowledge or technology is not contrary to the meaning or intent of these Bylaws, or the export trade laws, and that the knowledge or technology will not be used by such subsidiary, affiliate, joint venture, corporation or entity to compete with or disadvantage any Member.  For purposes of these Bylaws, the term “wholly-owned and controlled” shall include one-hundred (100%) beneficial ownership and control of any subsidiary corporation, and the term “majority-owned and controlled” shall mean more than fifty (50%) ownership and control of any subsidiary corporation.

 

Section 6.6.   Other Subsidiaries, Affiliates.  There shall be no right, absolute or otherwise, in any subsidiary corporation of a Member which is not a wholly-owned and controlled subsidiary bound by the Member’s Membership Agreement or a majority-owned and controlled subsidiary bound by the Member’s Membership Agreement, nor any right in an affiliate of a Member, nor any right in any joint venture to which the Member or one or more of its subsidiaries is a party, nor any right in any other corporation or entity, to access knowledge with respect to a Corporation research project or technology developed under a research project by license or otherwise. However, the Board of Directors may provide from time to time that knowledge with respect to a research project provided the Member causes such subsidiary corporations, by resolution or otherwise, to be bound by the applicable and appropriate provisions (including but not limited to provisions protecting research project technology and information relating thereto) of the Member’s Membership Agreement and these Bylaws. 

 

Section 6.7.   Application for Membership. Application for Membership in the Corporation shall be made by completing the official Corporation Membership Application and Agreement and mailing to the President at the Corporation’s principal place of business. The Application for Membership shall contain such information as may be needed to complete an application to the United States Department of Justice for approval under the National Cooperative Research and Production Act of 1993, 15 U.S.C. 4301-4306, including such information to establish the standard industrial classifications for the applicant.


 

Section 6.8.    Determination of Eligibility.  A determination of eligibility and approval as a Member shall be made by a majority vote of the Board of Directors after review of the Application for Membership.  Alternatively, the Board of Directors, by resolution, may authorize the President of the Corporation to make such determination if the President has provided the Board of Directors with notification of such Membership Application.  As a condition of approval of the Membership Application, the Board of Directors and/or President may place such restrictions as it deems necessary on the Member’s participation in research projects and access to technology in order to further the overall mission and objectives of the Corporation. 

 

Section 6.9.     Waiver of Membership Criteria.  The Board of Directors, in its sole discretion may, by majority vote, waiver any requirements specified in Sections 6.1 through 6.6.

 

Section 6.10.    Continuation of Membership Upon Acquisition.  The foregoing notwithstanding, the Board of Directors may in its sole discretion, on a case-by-case basis, agree by majority vote to allow any company which was qualified to be, and was accepted as, a Member, to continue its Membership in Corporation despite acquisition by another company which does not qualify for Membership.  In making its determination, the Board of Directors shall consider length of the company’s Membership in Corporation, its participation in Corporation’s research projects and the anticipated benefits to be derived from such continuing Membership, and may place such restrictions as it deems necessary on the company’s Membership, participation in research projects, and access to technology in order to further the overall mission and objectives of the Corporation.

 

Section 6.11.     Termination or Suspension of Membership.  No Member in good standing, as such term is defined in Section 6.14 may have its Membership terminated or be suspended as a Member except by a vote of two-thirds (2/3) of all the Members, except that any Member that ceases to meet the requirements of Sections 6.1 through 6.6. of these Bylaws at any time automatically will have its Membership terminated by a majority vote of the Board of Directors immediately upon notice to such Member, and no further action as specified in a. through c. below will be necessary.  Any Member meeting the Membership requirements but not in good standing may have its Membership terminated or be suspended as a Member by a two-thirds (2/3) vote of the Board of Directors.  However, no such termination or suspension of Membership will be effective unless:

 

a.         The Member is given notice of the proposed termination or suspension of Membership and of the reasons therefor;

b.         Such notice is given at least thirty (30) days prior to the effective date of the proposed termination or suspension of Membership; and

c.         Such notice provides for an opportunity for the Member to be heard by the Members or Board of Directors, as applicable, either orally or in writing at the discretion of the Corporation not less than ten (10) days before the effective date of this proposed termination or suspension.


 

Section 6.12.    Resignation by Member.  A Member may resign as a Member at any time, upon notice to the Corporation, provided, however, that such resigning Members will not be relieved of any obligation for any charges incurred, services or benefits actually rendered, contributions, dues, assessments or fees, or other obligations arising under its Membership Application and Agreement or otherwise.

 

Section 6.13.     Members Book.  The name and address of each Member will be contained in a Members Book to be maintained at the principal office of the Corporation. The termination or resignation of any Member will be recorded in the Members Book together with the date of such termination or resignation. The Members will be responsible for apprising the Corporation of all changes of name and address and such other information as may be required by law.

 

Section 6.14.    Levy of Contribution.  The Corporation may require such contributions from its Members as set by resolution of the Board of Directors from time to time.  A Member may avoid liability for any such contribution by promptly resigning as a Member, except where the Member is, by contract or otherwise, liable for such contribution.  No provision of the Certificate of Incorporation or these Bylaws authorizing such contribution shall, of itself, create such liability. To be a Member in good standing, each Member must pay such contribution within the time and on the conditions set by the resolution.

 

Section 6.15.      Transfer of Membership.  No Member may transfer, for value or otherwise, a Membership or any right arising from it.

 

 

ARTICLE VII

 

MEMBERSHIP MEETINGS

 

 

Section 7.1.   Place and Hour of Meetings.  All meetings of the Members will be held either at the principal office of the Corporation or at such other place within or without the State of Delaware and at such hour as may be designated by the Board of Directors in the notice of such meeting or in the waiver of notice thereof.

 

Section 7.2.     Regular and Annual Meetings.  Annual meetings of the Members will be held for the election of Directors on a date and at a time designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice.  The regular meetings of Members will be held on such day and at such hour as may be fixed by the Board of Directors and any proper business may be transacted at any annual meeting.

 

Section 7.3.   Special Meetings.  Special meetings of the Members may be called at any time by a majority of the Board of Directors or the President, or by Members entitled to cast not less than twenty percent (20%) of the votes at the meeting.  Such request shall state the purpose or purposes of such meeting.

 

Section 7.4.   Notice of Meetings.

 

a.         Subject to the waiver of notice provisions, notice of each regular, annual or special meeting of Members shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting.  If no such address appears or is given, notice shall be given to the Member at the place where the principal office of the Corporation is located, or by publication or on the Corporation’s site on the World Wide Web. 

b.                  All such notices shall state the place, the date and the hour of such meeting.  The notice of any regular, annual, or special meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given.  Notice of any regular, annual or special meeting shall specify the general nature of the business to be transacted thereat.  Business transacted at a special meeting shall be limited to the purpose or purposes stated in the notice.

c.         Where the matter to be acted upon at a meeting of Members is a merger or consolidation of the Corporation or a sale, lease, or exchange of all or substantially all of its assets, notice of such meeting shall be given not less than twenty (20) nor more than sixty (60) days prior to such meeting.

d.         All notices shall be sent by the Secretary or an Assistant Secretary, or if there be no such Officer, or in the case of such Officer’s neglect or refusal to act, by any other Officer, or by those persons calling the meeting.

 

Section 7.5.     Adjournment of Meetings.

 

a.         Any regular, annual or special meeting of the Members, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Members present or represented either in person or by proxy.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. 

b.                  When a meeting of the Members is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; except that if the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each Member entitled to vote at such meeting.

 

Section 7.6.     Quorum and Voting.

 

a.         One fourth (1/4) of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of the Members.

b.         Each Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Members. That vote may be viva voce or by ballot, as determined by the presiding Officer of the meeting; provided, however, that elections for the Directors must be by ballot upon demand made by a Member at the meeting and before the voting begins.

c.         If a quorum is present, the affirmative vote of a majority of the Members represented at the meeting and entitled to vote on any matter will be the act of the Members, unless the question is one which by the Certificate of Incorporation or by the General Corporation Law of the State of Delaware requires a different vote, in which case such express provision will govern.

d.         The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.

 

Section 7.7.    Consents.  Whenever a vote of Members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provision of a statute or of the Certificate of Incorporation or these Bylaws, the meeting, prior notice thereof and vote of the Members may be dispensed with if the number of Members, representing not less than the minimum number of votes that would have been necessary to authorize or take such action at a meeting at which all Members entitled to vote were present and voted, consent in writing to the taking of such action. Where corporate action is taken in such manner by less than unanimous written consent, prompt notice of the taking of such action will be given to all Members who have not consented in writing to the action.  The written consent or consents will be filed with the minutes of the proceedings of the Members.

 

Section 7.8.      Proxies.  Members entitled to vote may vote in person or by proxy. An appointment of proxy must be in writing and becomes effective when received by the Secretary or other authorized Officer of the Corporation.  An appointment of proxy is valid for a period of three (3) years thereafter unless otherwise provided in the proxy or until revoked.

 

 

ARTICLE VIII

 

NOTICES

 

            Section 8.1.     General Notice Provision.  When a notice or communication is required or permitted by the General Corporation Law of the State of Delaware to be given, it shall be in writing and given personally or mailed to the person to whom it is directed at the address designated by him or her for that purpose, of if none is designated, at his or her last known address.  The notice or communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service.


 

Section 8.2.     Electronic Transmission.  Without limiting the manner by which notice otherwise may be given effectively to Members, any notice to Members given by the Corporation under any provision of the Certificate of Incorporation, or these Bylaws, shall be effective if (1) if by facsimile telecommunication, when directed to a number at which the Member has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice; (3) if by any other form of electronic transmission which the Member has consented to, when directed to the Member.  An affidavit of the Secretary or an assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  For purposes of this Section, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

 

Section 8.3.     Waiver.  When, under the General Corporation Law of the State of Delaware, the Certificate of Incorporation, these Bylaws, or by the terms of an agreement or instrument, the Corporation or the Board of Directors or any Committee may take action, after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed, the person entitled to notice or to participate in the action to be taken, submits a signed waiver of the requirements.  A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

 

 

ARTICLE IX

 

OFFICERS

 

            Section 9.1.     Offices.  The Officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other Officers as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

 

            Section 9.2.     Tenure.  At each annual meeting, the Board of Directors shall elect Officers to hold office until the succeeding annual meeting.  If election of Officers shall not be held on the day designated herein for any annual meeting of the Directors, the Board of Directors shall cause the election to be held as soon thereafter as possible.  An Officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.

 

            Section 9.3.     Qualifications.  No Officer need be a Director.

  

            Section 9.4.      Removal.  An Officer may be removed by a majority vote of the Board of Directors with or without cause.  The removal of an Officer shall be without prejudice to his or her contract rights, if any.  The election or appointment of an Officer does not of itself create contract rights.

 

            Section 9.5.     Resignation.  An Officer may resign by notice to the Corporation.  The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.

 

            Section 9.6.     Vacancies.  A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

 

            Section 9.7.    Compensation.  The compensation of all Officers of the Corporation, for services rendered to the Corporation, shall be fixed by the Board of Directors and no Officer shall be prevented from receiving compensation by reason of the fact that he or she is also a Director of the Corporation.  In no event shall a loan be authorized by the Corporation to any Officer.  

 

            Section 9.8.    Bonds.  The Board of Directors may require any and all of the Officers to give bonds in favor of the Corporation, with sufficient surety or sureties, and in such amounts as the Board of Directors may fix, conditioned for the faithful performance of the duties of their respective offices.

           

Section 9.9.     President.  The President shall be the principal executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control all of the property and affairs of the Corporation and shall have the general duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors. Within this authority and in the course of his or her duties, he or she shall sign, execute, acknowledge or verify instruments of any nature which the Board of Directors has authorized to be signed, executed, acknowledged or verified, except in cases where expressly delegated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation, unless required by the General Corporation Law of the State of Delaware or other applicable law to be otherwise signed, executed, acknowledged or verified.

 

            Section 9.10.    Secretary.  The Secretary shall have the general duties incident to the office of Secretary and such other duties as may be prescribed by the President or the Board of Directors.  Within this authority and in the course of his or her duties, he or she shall:

 

a.         Keep the minutes of the proceedings of the Board of Directors’ meetings in one or more books provided for that purpose;

b.         See that all notices are duly given in accordance with the provisions of these Bylaws or as required by the General Corporation Law of the State of Delaware;

c.         Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents where authorized; and

d.         Keep a register of the mailing address of each Director which shall be furnished to the Secretary.

 

            Section 9.11.     Treasurer.  The Treasurer shall have the general duties incident to the office of Treasurer and such other duties as may be prescribed by the President, or the Board of Directors.  Within this authority and in the course of his or her duties, he or she or his or her designee shall:

 

a. Have charge and custody of and be responsible for all funds and securities of the Corporation; and 

b. Receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies to the credit of the Corporation in such duly authorized depositories. 

 

            Section 9.12.     Assistant Secretary.  At the request of the Secretary, or in his or her absence or disability, the Assistant Secretary, designated by him or her, shall perform all the duties of the Secretary and be subject to all the restrictions upon the Secretary.  The Assistant Secretary shall perform such other duties as may be assigned to him or her by the Board of Directors or the Secretary.

 

            Section 9.13.     Assistant Treasurer.  At the request of the Treasurer, or in his or her absence or disability, the Assistant Treasurer, designated by him or her, shall perform all the duties of the Treasurer and be subject to all the restrictions upon the Treasurer.  The Assistant Treasurer shall perform such other duties as may be assigned to him or her by the Board of Directors or the Treasurer.

 

 

ARTICLE X

 

DEPOSITS AND CHECKS

 

            Section 10.1.    Deposits.  All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such depositories as the Board of Directors may select. Endorsements for deposit of commercial paper may be by the Treasurer or by any other Officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, without countersignature by the President, or by hand stamped impression in the name of the Corporation.

 

Section 10.2.     Investments.  The Corporation shall retain and invest funds of the Corporation in accordance with such standards as may be established by the Board of Directors.

 

            Section 10.3.