Exhibit 3.2
**BY-LAWS**
**OF**
**COLUMBIA ENERGY GROUP**
(A Delaware corporation)
November 1, 2000
(as amended through June 1, 2004)
 

 

ARTICLE 1
OFFICES; REGISTERED AGENT
     § 1.1 Registered Office And Agent. The corporation shall maintain in the State ofDelaware a registered office and a registered agent whose business office is identical with suchregistered office.
     § 1.2 Principal Business Office. The corporation shall have its principal businessoffice at such location within or without the State of Delaware as the board of directors may fromtime to time determine.
ARTICLE 2
STOCKHOLDERS
     § 2.1 Annual Meeting. The annual meeting of the stockholders for the election ofdirectors and for the transaction of such other business as may properly come before the meeting,shall be held on the third Tuesday in the month of May of each year, if such day is not a legalholiday, and if a holiday, then on the next business day which is not a legal holiday. If for anyreason the annual meeting of the stockholders shall not be held at the time and place hereinprovided, the same may be held at any time thereafter, but not later than the date which is fivemonths after the close of the Corporation’s fiscal year, or the date which is fifteen months afterthe last annual meeting, whichever is earlier. Such date and time of meeting may be changed byaction of the Board of Directors.
     § 2.2 Special Meetings. Special meetings of the stockholders of for any purpose orpurposes may be called by the Chairman, the Board of Directors or by the President.
     § 2.3 Place Of Meetings. The board of directors may designate any place,either within or without the State of Delaware, as the place of meeting for any annual meeting orfor any special meeting
 

 

called by the board of directors, but if no designation is made, or if a special meeting beotherwise called, the place of meeting shall be the principal business office of the corporation;provided, however, that for any meeting of the stockholders for which a waiver of noticedesignating a place is signed by all of the stockholders, then that shall be the place for theholding of such meeting.
     § 2.4 Notice Of Meetings. Written or printed notice stating the place, date and hourof the meeting of the stockholders and, in the case of a special meeting, the purpose or purposesfor which the meeting is called, shall be given to each stockholder of record entitled to vote atthe meeting, not less than 10 nor more than 60 days before the date of the meeting, or in the caseof a meeting called for the purpose of acting upon a merger or consolidation not less than 20 normore than 60 days before the meeting. Such notice shall be given by or at the direction of thesecretary. If mailed, such notice shall be deemed to be given when deposited in the United Statesmail addressed to the stockholder at his or her address as it appears on the records of thecorporation, with postage thereon prepaid. If delivered (rather than mailed) to such address, suchnotice shall be deemed to be given when so delivered.
     When a meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken, unless the adjournment is for more than 30 days or unless a new record dateis fixed for the adjourned meeting.
     § 2.5 Waiver Of Notice. A waiver of notice in writing signed by a stockholderentitled to such notice, whether before or after the time stated therein, shall be deemedequivalent to the giving of such notice. Attendance of a stockholder in person or by proxy at ameeting of stockholders shall constitute a waiver of notice of such meeting except when thestockholder or his or her proxy attends the meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened.
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     § 2.6 Meeting Of All Stockholders. If all of the stockholders shall meet at any timeand place, either within or without the State of Delaware, and shall, in writing signed by all ofthe stockholders, waive notice of, and consent to the holding of, a meeting at such time and place,such meeting shall be valid without call or notice, and at such meeting any corporate action may betaken.
     § 2.7 Record Dates.
     (a) In order that the corporation may determine the stockholders entitled to notice of or tovote at any meeting of stockholders or any adjournment thereof, the board of directors may fix arecord date, which record date shall not precede the date on which the resolution fixing the recorddate is adopted by the board of directors, and which record date shall not be more than 60 nor lessthan 10 days before the date of such meeting (or 20 days if a merger or consolidation is to beacted upon at such meeting). If no record date is fixed by the board of directors, the record datefor determining stockholders entitled to notice of or to vote at a meeting of stockholders shall beat the close of business on the next day preceding the day on which notice is given, or, if noticeis waived, at the close of business on the day next preceding the day on which the meeting is held.A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.
     (b) In order that the corporation may determine the stockholders entitled to consent tocorporate action in writing without a meeting, the board of directors may fix a record date, whichrecord date shall not precede the date on which the resolution fixing the record date is adopted bythe board of directors, and which date shall not be more than 10 days after the date upon which theresolution fixing the record date is adopted by the board of directors. If no record date has beenfixed by the board of directors, the record date for determining stockholders entitled to consentto corporate action in writing without a
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meeting, when no prior action by the board of directors is required by the certificate ofincorporation of the corporation or by statute, shall be the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is delivered in the manner requiredby law to the corporation at its registered office in the State of Delaware or at its principalplace of business or to an officer or agent of the corporation having custody of the book in whichproceedings of meetings of the corporation’s stockholders are recorded. If no record date has beenfixed by the board of directors and prior action by the board of directors is required by thecertificate of incorporation or by statute, the record date for determining stockholders entitledto consent to corporate action in writing without a meeting shall be at the close of business onthe day on which the board of directors adopts the resolution taking such prior action.
     (c) In order that the corporation may determine the stockholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or the stockholders entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the board of directors may fix a record date, which record date shallnot precede the date upon which the resolution fixing the record date is adopted, and which recorddate shall not be more than 60 days prior to such action. If no record date is fixed, the recorddate for determining stockholders for any such purpose shall be at the close of business on the dayon which the board of directors adopts the resolution relating thereto.
     (d) Only those who shall be stockholders of record on the record date so fixed as aforesaidshall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, orto consent to such corporate action in writing, or to receive payment of such dividend or otherdistribution, or to receive such allotment of rights, or to exercise such rights, as the case maybe, notwithstanding the transfer of any stock on the books of the corporation after the applicablerecord date.
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     § 2.8 Lists Of Stockholders. The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least 10 days before each meeting of stockholders, acomplete list of the stockholders entitled to vote thereat, arranged in alphabetical order, andshowing the address of and the number of shares registered in the name of each stockholder. Suchlist shall be open to the examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least 10 days prior to the meeting, either at aplace within the municipality where the meeting is to be held, which place shall be specified inthe notice of the meeting, or, if not so specified, at the place where said meeting is to be held,and the list shall be produced and kept at the time and place of meeting during the whole timethereof, for inspection by any stockholder who may be present.
     § 2.9 Quorum and Vote Required For Action. Except as may otherwise be provided in thecertificate of incorporation of the corporation, the holders of stock of the corporation having amajority of the total votes which all of the outstanding stock of the corporation would be entitledto cast at the meeting, when present in person or by proxy, shall constitute a quorum at anymeeting of the stockholders; provided, however, that where a separate vote by a class or classes ofstock is required, the holders of stock of such class or classes having a majority of the totalvotes which all of the outstanding stock of such class or classes would be entitled to cast at themeeting, when present in person or by proxy, shall constitute a quorum entitled to take action withrespect to the vote on the matter. Unless a different number of votes is required by statute orthe certificate of incorporation of the corporation, (a) if a quorum is present with respect to theelection of directors, directors shall be elected by a plurality of the votes cast by thosestockholders present in person or represented by proxy at the meeting and entitled to vote on theelection of directors, and (b) in all matters other than the election of directors, if a quorum ispresent at any meeting of the stockholders, a majority of the votes entitled to be cast by thosestockholders present in person or by proxy shall be the act of the stockholders except where aseparate vote by class or classes of stock is required, in which case, if a quorum of such class orclasses is present, a majority of the votes entitled to be cast by those stockholders of such classor classes present in person or by proxy shall be the act of the
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stockholders of such class or classes. If a quorum is not present at any meeting ofstockholders, then holders of stock of the corporation who are present in person or by proxyrepresenting a majority of the votes cast may adjourn the meeting from time to time without furthernotice and, where a separate vote by a class or classes of stock is required on any matter, thenholders of stock of such class or classes who are present in person or by proxy representing amajority of the votes of such class or classes cast may adjourn the meeting with respect to thevote on that matter from time to time without further notice. At any adjourned meeting at which aquorum is present, any business may be transacted which might have been transacted at the originalmeeting. Withdrawal of stockholders from any meeting shall not cause failure of a duly constitutedquorum at that meeting.
     § 2.10 Proxies. Each stockholder entitled to vote at a meeting of the stockholders orto express consent to corporate action in writing without a meeting may authorize another person orpersons to act for him by proxy, but no proxy shall be valid after three years from its date unlessotherwise provided in the proxy. Such proxy shall be in writing and shall be filed with thesecretary of the corporation before or at the time of the meeting or the giving of such writtenconsent, as the case may be.
     § 2.11 Voting Of Shares. Each stockholder of the corporation shall be entitled tosuch vote (in person or by proxy) for each share of stock having voting power held of record bysuch stockholder as shall be provided in the certificate of incorporation of the corporation or,absent provision therein fixing or denying voting rights, shall be entitled to one vote per share.
     § 2.12 Voting By Ballot. Any question or any election at a meeting of thestockholders may be decided by voice vote unless the presiding officer shall order that voting beby ballot or unless otherwise provided in the certificate of incorporation of the corporation orrequired by statute.
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     § 2.13 Inspectors. At any meeting of the stockholders the presiding officer may, orupon the request of any stockholder shall, appoint one or more persons as inspectors for suchmeeting. Such inspectors shall ascertain and report the number of shares represented at themeeting, based upon their determination of the validity and effect of proxies; count all votes andreport the results; and do such other acts as are proper to conduct the election and voting withimpartiality and fairness to all the stockholders. Each report of an inspector shall be in writingand signed by him or a majority of them if there is more than one inspector acting at such meeting.If there is more than one inspector, the report of a majority shall be the report of theinspectors. The report of the inspector or inspectors on the number of shares represented at themeeting and the results of the voting shall be *prima facie*evidence thereof.
     § 2.14 Informal Action. Any corporate action upon which a vote of stockholders isrequired or permitted may be taken without a meeting, without prior notice and without a vote, if aconsent in writing, setting forth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted and shall be delivered to the corporation in the manner required by law at itsregistered office within the State of Delaware or at its principal place of business or to anofficer or agent of the corporation having custody of the book in which proceedings of meetings ofstockholders of the corporation are recorded. Every written consent shall bear the date ofsignature of each stockholder who signs the consent and no written consent shall be effective totake the corporate action referred to therein unless, within 60 days of the earliest dated consentdelivered, as aforesaid, written consents signed by a sufficient number of holders to take actionare delivered to the corporation in the manner required by law at its registered office within theState of Delaware or at its principal place of business or to an officer or agent of thecorporation having custody of the book in which proceedings of meetings of stockholders of thecorporation are recorded. Prompt notice of the taking of the corporate action without a meeting byless than unanimous written consent shall be given to those stockholders who have not so consentedin writing.
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ARTICLE 3
DIRECTORS
     § 3.1 Powers. The business and affairs of the corporation shall be managed under thedirection of its board of directors which may do all such lawful acts and things as are not bystatute or by the certificate of incorporation of the corporation or by these by-laws directed orrequired to be exercised or done by the stockholders.
     § 3.2 Number, Election, Term Of Office And Qualifications. The number of directorswhich shall constitute the whole board shall be not less than one nor more than five. Thedirectors shall be elected at the annual meeting of the stockholders, except as provided in § 3.3,and each director elected shall hold office until his or her successor is elected and qualified oruntil his or her earlier death, resignation or removal in a manner permitted by statute or theseby-laws. Directors need not be stockholders.
     § 3.3 Vacancies. Vacancies occurring in the board of directors and newly-createddirectorships resulting from any increase in the authorized number of directors may be filled by amajority of the directors then in office, although less than a quorum, or by a sole remainingdirector, and any director so chosen shall hold office until the next annual election of directorsand until his or her successor is duly elected and qualified or until his or her earlier death,resignation or removal in a manner permitted by statute or these by-laws.
     § 3.4 Regular Meetings. A regular meeting of the board of directors shall be heldimmediately following the close of, and at the same place as, each annual meeting of stockholders.No notice of any such meeting, other than this by-law, shall be necessary in order legally toconstitute the meeting, provided a quorum shall be present. In the event such meeting is not heldat such time and place,
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the meeting may be held at such time and place as shall be specified in a notice given ashereinafter provided for special meetings of the board of directors or as shall be specified in awritten waiver signed by all of the directors. The board of directors may provide, by resolution,the time and place for the holding of additional regular meetings without notice other than suchresolution.
     § 3.5 Special Meetings. Special meetings of the board may be called by the presidentor any two directors. The person or persons calling a special meeting of the board shall fix thetime and place at which the meeting shall be held and such time and place shall be specified in thenotice of such meeting.
     § 3.6 Notice. Notice of any special meeting of the board of directors shall be givenat least 2 days previous thereto by written notice to each director at his or her business addressor such other address as he or she may have advised the secretary of the corporation to use forsuch purpose. If delivered, such notice shall be deemed to be given when delivered to such addressor to the person to be notified. If mailed, such notice shall be deemed to be given two businessdays after deposit in the United States mail so addressed, with postage thereon prepaid. If givenby telegraph, such notice shall be deemed to be given the next business day following the day thetelegram is given to the telegraph company. Such notice may also be given by telephone or othermeans not specified herein, and in each such case shall be deemed to be given when actuallyreceived by the director to be notified. Notice of any meeting of the board of directors shall setforth the time and place of the meeting. Neither the business to be transacted at, nor the purposeof, any meeting of the board of directors (regular or special) need be specified in the notice orwaiver of notice of such meeting.
     § 3.7 Waiver Of Notice. A written waiver of notice, signed by a director entitled tonotice of a meeting of the board of directors or of a committee of such board of which the directoris a member, whether before or after the time stated therein, shall be deemed equivalent to thegiving of such notice to that director. Attendance of a director at a meeting of the board ofdirectors or of a committee of
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such board of which the director is a member shall constitute a waiver of notice of suchmeeting except when the director attends the meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened.
     § 3.8 Quorum And Vote Required For Action. At all meetings of the board of directors,a majority of the number of directors fixed by these by-laws shall constitute a quorum for thetransaction of business and the act of a majority of the directors present at any meeting at whichthere is a quorum shall be the act of the board of directors except as may be otherwisespecifically provided by statute, the certificate of incorporation of the corporation or theseby-laws. If a quorum shall not be present at any meeting of the board of directors, a majority ofthe directors present thereat may adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.
     § 3.9 Attendance By Conference Telephone. Members of the board of directors orany committee designated by the board may participate in a meeting of such board or committee bymeans of conference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such a meeting.
     § 3.10 Presumption Of Assent. A director of the corporation who is present at a dulyconvened meeting of the board of directors at which action on any corporate matter is taken shallbe conclusively presumed to have assented to the action taken unless his or her dissent shall beentered in the minutes of the meeting or unless he or she shall file his or her written dissent tosuch action with the person acting as the secretary of the meeting before the adjournment thereofor shall forward such dissent by registered or certified mail to the secretary of the corporationimmediately after the adjournment of the meeting. Such right to dissent shall not apply to adirector who voted in favor of such action.
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     § 3.11 Informal Action. Unless otherwise restricted by statute, the certificate ofincorporation of the corporation or these by-laws, any action required or permitted to be taken atany meeting of the board of directors or of any committee thereof may be taken without a meeting,if a written consent thereto is signed by all the directors or by all the members of suchcommittee, as the case may be, and such written consent is filed with the minutes of proceedings ofthe board of directors or of such committee.
     § 3.12 Compensation. The directors may be paid their expenses, if any, of attendanceat each meeting of the board of directors and at each meeting of a committee of the board ofdirectors of which they are members. The board of directors, irrespective of any personal interestof any of its members, shall have authority to fix compensation of all directors for services tothe corporation as directors, officers or otherwise.
     § 3.13 Removal. Any director or the entire board of directors may be removed by thestockholders, with or without cause, by a majority of the votes entitled to be cast at an electionof directors.
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ARTICLE 4
COMMITTEES
     § 4.1 Committees. By resolution passed by a majority of the whole Board, the Board ofDirectors may designate one or more committees, each such committee to consist of two or moredirectors of the Corporation. The Board may designate one or more directors as alternate membersof any committee, who may replace any absent or disqualified member of any meeting of thecommittee. Any such committee, to the extent provided in the resolution or in these by-laws, shallhave and may exercise the powers of the Board of Directors in the management of the business andaffairs of the Corporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it. In the absence or disqualification of any member of such committee orcommittees, the member or members thereof present at the meeting and not disqualified from voting,whether or not he or they constitute a quorum, may unanimously appoint another member of the Boardof Directors to act at the meeting in the place of such absent or disqualified member.
ARTICLE 5
OFFICERS
     § 5.1 Designation; Number; Election. The board of directors, at its initial meetingand thereafter at its first regular meeting after each annual meeting of stockholders, shall choosethe officers of the corporation. Such officers shall be a president, a secretary, and a treasurer,and such vice presidents, assistant secretaries and assistant treasurers as the board of directorsmay choose. The board of directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the board. Any two or more offices may beheld by the same person. Except as provided in Article 6, election or appointment as an officershall not of itself create contract rights.
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     § 5.2 Salaries. The salaries of all officers and agents of the corporation chosen bythe board of directors shall be fixed by the board of directors, and no officer shall be preventedfrom receiving such salary by reason of the fact that he is also a director of the corporation.
     § 5.3 Term Of Office; Removal; Vacancies. Each officer of the corporation chosen bythe board of directors shall hold office until the next annual appointment of officers by the boardof directors and until his or her successor is appointed and qualified, or until his or her earlierdeath, resignation or removal in the manner hereinafter provided. Any officer or agent chosen bythe board of directors may be removed at any time by the board of directors whenever in itsjudgment the best interests of the corporation would be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person so removed. Any vacancy occurringin any office of the corporation at any time or any new offices may be filled by the board ofdirectors for the unexpired portion of the term.
     § 5.4 Chairman. The chairman of the board, if appointed, shall, if present, presideat all meetings of the Board of Directors and exercise and perform such other powers and duties asmay be from time to time assigned to him by the Board of Directors.
     § 5.5 President. The president shall be the chief executive officer of thecorporation and, subject to the direction and control of the board of directors, shall be in chargeof the business of the corporation. In general, the president shall discharge all duties incidentto the principal executive office of the corporation and such other duties as may be prescribed bythe board of directors from time to time. Without limiting the generality of the foregoing, thepresident shall see that the resolutions and directions of the board of directors are carried intoeffect except in those instances in which that responsibility is specifically assigned to someother person by the board of directors; shall preside at all meetings of the stockholders and, ifhe or she is a director of the corporation, of the board of directors; and, except in those
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instances in which the authority to execute is expressly delegated to another officer or agentof the corporation or a different mode of execution is expressly prescribed by the board ofdirectors, may execute for the corporation certificates for its shares of stock (the issue of whichshall have been authorized by the board of directors), and any contracts, deeds, mortgages, bonds,or other instruments which the board of directors has authorized, and may (without previousauthorization by the board of directors) execute such contracts and other instruments as theconduct of the corporation’s business in its ordinary course requires, and may accomplish suchexecution in each case either under or without the seal of the corporation and either individuallyor with the secretary, any assistant secretary, or any other officer thereunto authorized by theboard of directors, according to the requirements of the form of the instrument. The president mayvote all securities which the corporation is entitled to vote except as and to the extent suchauthority shall be vested in a different officer or agent of the corporation by the board ofdirectors.
     § 5.6 Vice Presidents. The vice president (and, in the event there is more than onevice president, each of the vice presidents) shall render such assistance to the president in thedischarge of his or her duties as the president may direct and shall perform such other duties asfrom time to time may be assigned by the president or by the board of directors. In the absence ofthe president or in the event of his or her inability or refusal to act, the vice president (or inthe event there may be more than one vice president, the vice presidents in the order designated bythe board of directors, or by the president if the board of directors has not made such adesignation, or in the absence of any designation, then in the order of seniority of tenure as vicepresident) shall perform the duties of the president, and when so acting, shall have all the powersof and be subject to all the restrictions upon the president. Except in those instances in whichthe authority to execute is expressly delegated to another officer or agent of the corporation or adifferent mode of execution is expressly prescribed by the board of directors or these by-laws, thevice president (or each of them if there are more than one) may execute for the corporationcertificates for its shares of stock (the issue of which shall have been authorized by the board ofdirectors), and any contracts, deeds, mortgages, bonds or other instruments which the board ofdirectors has authorized, and may
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(without previous authorization by the board of directors) execute such contracts and otherinstruments as the conduct of the corporation’s business in its ordinary course requires, and mayaccomplish such execution in each case either under or without the seal of the corporation andeither individually or with the secretary, any assistant secretary, or any other officer thereuntoauthorized by the board of directors, according to the requirements of the form of the instrument.
     § 5.7 Treasurer. The treasurer, if appointed, shall be the principal accounting andfinancial officer of the corporation and as such shall perform all the duties incident to theoffice of treasurer and such other duties as from time to time may be assigned by the board ofdirectors or the president. Without limiting the generality of the foregoing, the treasurer shallhave charge of and be responsible for the maintenance of adequate books of account for thecorporation and shall have charge and custody of all funds and securities of the corporation and beresponsible therefor and for the receipt and disbursement thereof. If required by the board ofdirectors, the treasurer shall give a bond for the faithful discharge of his or her duties in suchsum and with such surety or sureties as the board of directors may determine.
     § 5.8 Secretary. The secretary shall perform all duties incident to the office ofsecretary and such other duties as from time to time may be assigned by the board of directors orpresident. Without limiting the generality of the foregoing, the secretary shall (a) record theminutes of the meetings of the stockholders and the board of directors in one or more booksprovided for that purpose and shall include in such books the actions by written consent of thestockholders and the board of directors; (b) see that all notices are duly given in accordance withthe provisions of these by-laws or as required by statute; (c) be the custodian of the corporaterecords and the seal of the corporation; (d) keep a register of the post office address of eachstockholder which shall be furnished to the secretary by such stockholder; (e) sign with thepresident, or a vice president, or any other officer thereunto authorized by the board ofdirectors, certificates for shares of stock of the corporation (the issue of which shall have beenauthorized by the
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board of directors), and any contracts, deeds, mortgages, bonds, or other instruments whichthe board of directors has authorized, and may (without previous authorization by the board ofdirectors) sign with such other officers as aforesaid such contracts and other instruments as theconduct of the corporation’s business in its ordinary course requires, in each case according tothe requirements of the form of the instrument, except when a different mode of execution isexpressly prescribed by the board of directors; and (f) have general charge of the stock transferbooks of the corporation.
     § 5.9 Assistant Treasurers And Assistant Secretaries. The assistant treasurers andassistant secretaries, if appointed, shall perform such duties as shall be assigned to them by thetreasurer, in the case of assistant treasurers, or the secretary, in the case of assistantsecretaries, or by the board of directors or president in either case. Each assistant secretarymay sign with the president, or a vice president, or any other officer thereunto authorized by theboard of directors, certificates for shares of stock of the corporation (the issue of which shallhave been authorized by the board of directors), and any contracts, deeds, mortgages, bonds, orother instruments which the board of directors has authorized, and may (without previousauthorization by the board of directors) sign with such other officers as aforesaid such contractsand other instruments as the conduct of the corporation’s business in its ordinary course requires,in each case according to the requirements of the form of the instrument, except when a differentmode of execution is expressly prescribed by the board of directors. The assistant treasurersshall, if required by the board of directors, give bonds for the faithful discharge of their dutiesin such sums and with such sureties as the board of directors shall determine.
ARTICLE 6
INDEMNIFICATION
     § 6.1 Indemnification Of Directors And Officers. The corporation shall, to the fullestextent to which it is empowered to do so by the General Corporation Law of Delaware or any other
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applicable laws, as may from time to time be in effect, indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative, by reason of the fact thatsuch person is or was a director or officer of the corporation, or is or was serving at the requestof the corporation as a director or officer of another corporation, partnership, joint venture,trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by such person in connection with suchaction, suit or proceeding.
     § 6.2 Advancement of Expenses. Expenses incurred by an officer or director of thecorporation in defending a civil or criminal action, suit or proceeding shall be paid by thecorporation in advance of the final disposition of such action, suit or proceeding upon receipt ofan undertaking by or on behalf of such director or officer to repay such amount if it shall beultimately determined that he or she is not entitled to be indemnified as authorized by the GeneralCorporation Law of Delaware, as amended.
     § 6.3 Contract With The Corporation. The provisions of this Article 6 shall be deemedto be a contract between the corporation and each person who serves as such officer or director inany such capacity at any time while this Article and the relevant provisions of the GeneralCorporation Law of Delaware, as amended, or other applicable laws, if any, are in effect, and anyrepeal or modification of any such law or of this Article 6 shall not affect any rights orobligations then existing with respect to any state of facts then or theretofore existing or anyaction, suit or proceeding theretofore or thereafter brought or threatened based in whole or inpart upon any such state of facts.
     § 6.4 Indemnification Of Employees And Agents. Persons who are not covered by theforegoing provisions of this Article 6 and who are or were employees or agents of the corporation,or are or were serving at the request of the corporation as employees or agents of anothercorporation, partnership,
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joint venture, trust or other enterprise, may be indemnified to the extent authorized at anytime or from time to time by the board of directors.
     § 6.5 Other Rights Of Indemnification. The indemnification and the advancement ofexpenses provided or permitted by this Article 6 shall not be deemed exclusive of any other rightsto which those indemnified may be entitled by law or otherwise, and shall continue as to a personwho has ceased to be a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such person.
ARTICLE 7
LIMITATION ON DIRECTOR’S LIABILITY
     The personal liability for monetary damages to the corporation or its stockholders of a personwho serves as a director of the corporation shall be limited if and to the extent provided at thetime in the certificate of incorporation of the corporation, as then amended.
ARTICLE 8
CERTIFICATES OF STOCK AND THEIR TRANSFER
     § 8.1 Form And Execution Of Certificates. Every holder of stock in the corporationshall be entitled to have a certificate signed by, or in the name of, the corporation by thepresident or a vice president and by the secretary or an assistant secretary of the corporation,certifying the number of shares owned. Such certificates shall be in such form as may bedetermined by the board of directors. During the period while more than one class of stock of thecorporation is authorized there will be set forth on the face or back of the certificates which thecorporation shall issue to represent each class or series of stock a statement that the corporationwill furnish, without charge to each stockholder who so requests, the designations, preferences andrelative, participating, optional or other special rights of each class of stock
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or series thereof and the qualifications, limitations or restrictions of such preferencesand/or rights. In case any officer, transfer agent or registrar of the corporation who has signed,or whose facsimile signature has been placed upon, any such certificate shall have ceased to besuch officer, transfer agent or registrar of the corporation before such certificate is issued bythe corporation, such certificate may nevertheless be issued and delivered by the corporation withthe same effect as if the officer, transfer agent or registrar who signed, or whose facsimilesignature was placed upon, such certificate had not ceased to be such officer, transfer agent orregistrar of the corporation.
     § 8.2 Replacement Certificates. The board of directors may direct a new certificateto be issued in place of any certificate evidencing shares of stock of the corporation theretoforeissued by the corporation alleged to have been lost, stolen or destroyed, upon the making of anaffidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. Whenauthorizing such issue of a new certificate, the board of directors may, in its discretion and as acondition precedent to the issuance thereof, require the owner of such lost, stolen or destroyedcertificate, or his legal representative, to advertise the same in such manner as it shall requireand may require such owner to give the corporation a bond in such sum as it may direct as indemnityagainst any claim that may be made against the corporation with respect to the certificate allegedto have been lost, stolen or destroyed. The board of directors may delegate its authority todirect the issuance of replacement stock certificates to the transfer agent or agents of thecorporation upon such conditions precedent as may be prescribed by the board.
     § 8.3 Transfers Of Stock. Upon surrender to the corporation or the transfer agent ofthe corporation of a certificate for shares of stock of the corporation duly endorsed oraccompanied by proper evidence of succession, assignment, or other authority to transfer, it shallbe the duty of the corporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books, provided the corporation or atransfer agent of the corporation shall not have received a
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notification of adverse interest and that the conditions of Section 8-401 of Title 6 of theDelaware Code have been met.
     § 8.4 Registered Stockholders. The corporation shall be entitled to treat the holderof record (according to the books of the corporation) of any share or shares of its stock as theholder in fact thereof and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other party whether or not the corporationshall have express or other notice thereof, except as expressly provided by the laws of the Stateof Delaware.
ARTICLE 9
CONTRACTS, LOANS, CHECKS AND DEPOSITS
     § 9.1 Contracts. The board of directors may authorize any officer or officers, oragent or agents, to enter into any contract or execute and deliver any instrument in the name ofand on behalf of the corporation, and such authority may be general or confined to specificinstances; provided, however, that this § 9.1 shall not be a limitation on the powers of officegranted under Article 5 of these by-laws.
     § 9.2 Loans. No loans shall be contracted on behalf of the corporation and noevidences of indebtedness shall be issued in its name unless authorized by a resolution of theboard of directors. Such authority may be general or confined to specific instances.
     § 9.3 Checks, Drafts And Other Instruments. All checks, drafts or other orders forthe payment of money and all notes or other evidences of indebtedness issued in the name of thecorporation shall be signed by such officer or officers or such agent or agents of the corporationand in such manner as from time to time may be determined by the resolution of the board ofdirectors or by an officer or officers of the corporation designated by the board of directors tomake such determination.
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     § 9.4 Deposits. All funds of the corporation not otherwise employed shall bedeposited from time to time to the credit of the corporation in such banks, trust companies orother depositaries as the board of directors, or an officer or officers designated by the board ofdirectors, may select.
ARTICLE 10
MISCELLANEOUS PROVISIONS
     § 10.1 Dividends. Subject to any provisions of any applicable statute or of thecertificate of incorporation, dividends may be declared upon the capital stock of the corporationby the board of directors at any regular or special meeting thereof; and such dividends may be paidin cash, property or shares of stock of the corporation.
     § 10.2 Reserves. Before payment of any dividends, there may be set aside out of anyfunds of the corporation available for dividends such sum or sums as the board of directors fromtime to time, in its discretion, determines to be proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining any property of thecorporation, or for such other purpose as the board of directors shall determine to be conducive tothe interests of the corporation, and the directors may modify or abolish any such reserve in themanner in which it was created.
     § 10.3 Voting Stock Of Other Corporations. In the absence of specific action by theboard of directors, the president shall have authority to represent the corporation and to vote, onbehalf of the corporation, the securities of other corporations, both domestic and foreign, held bythe corporation.
     § 10.4 Fiscal Year. The fiscal year of the corporation shall begin on the first dayof January in each year and end on the last day of the next following December.
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     § 10.5 Seal. The corporate seal shall have inscribed thereon the name of thecorporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise applied.
     § 10.6 Severability. If any provision of these by-laws, or its application thereof toany person or circumstances, is held invalid, the remainder of these by-laws and the application ofsuch provision to other persons or circumstances shall not be affected thereby.
     § 10.7 Amendment. These by-laws may be amended or repealed, or new by-laws may beadopted, by the board of directors of the corporation. These by-laws may also be amended orrepealed, or new by-laws may be adopted, by action taken by the stockholders of the corporation.
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