ex10_2bylaws.htm


    EXHIBIT
      10.2


    


    


    


    AMENDED
      AND RESTATED BY-LAWS

    


    OF

    


    NESTOR,
      INC.

    
      


    

    


    


    ARTICLE
      I

    


    OFFICES

    


          SECTION
      1.1 REGISTERED OFFICE. The registered office shall be established and maintained
      at the office of the United States Corporation Company, in the City of Dover,
      in
      the County of Kent, in the State of Delaware, and said corporation shall be
      the
      registered agent of this corporation in charge thereof.

    


          SECTION
      1.2 OTHER OFFICES. The corporation may have other offices, either within or
      without the State of Delaware, at such place or places as the Board of Directors
      may from time to time appoint or the business of the corporation may
      require.

    


    ARTICLE
      II

    


    MEETINGS
      OF STOCKHOLDERS

    


          SECTION
      2.1 ANNUAL MEETINGS. Annual meetings of stockholders for the election of
      directors and for such other business as may be stated in the notice of the
      meeting, shall be held at such place, either within or without the State of
      Delaware, and at such time and date as the Board of Directors, by resolution,
      shall determine and as set forth in the notice of the meeting. In the event
      the
      Board of Directors fails to so determine the time, date and place of meeting,
      the annual meeting of stockholders shall be held at the registered office of
      the
      corporation in Delaware on

    


                If
      the date of the annual meeting shall fall upon a legal holiday, the meeting
      shall be held on the next succeeding business day. At each annual meeting,
      the
      stockholders entitled to vote shall elect a Board of Directors and they may
      transact such other corporate business as shall be stated in the notice of
      the
      meeting.

    


          SECTION
      2.2 OTHER MEETINGS. Meetings of stockholders for any purpose other than the
      election of directors may be held at such time and place, within or without
      the
      State of Delaware, as shall be stated in the notice of the meeting.

    


          SECTION
      2.3 VOTING. Each stockholder entitled to vote in accordance with the terms
      of
      the Certificate of Incorporation and in accordance with the provisions of these
      By-Laws shall be entitled to one vote, in person or by proxy, for each share
      of
      stock entitled to vote held by such stockholder, but no proxy shall be voted
      after three years from its date unless such proxy provides for a longer period.
      Upon the demand of any stockholder the vote for directors and the vote upon
      any
      question before the meeting, shall be by ballot. All elections for directors
      shall be decided by plurality vote; all other questions shall be elected by
      majority vote except as otherwise provided by the Certificate of Incorporation
      or the laws of the State of Delaware.

    


                A
      complete list of the stockholders entitled to vote at the ensuing election,
      arranged in alphabetical order, with the address of each, and the number of
      shares held by each, shall be open to the examination of any stockholder, for
      any purpose germane to the meeting, during ordinary business hours for a period
      of at least ten days prior to the meeting, either at a place within the city
      where the meeting is to be held, which place shall be specified in the notice
      of
      the meeting, or, if not so specified, at the place where the meeting is to
      be
      held. 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.


    
      
        
        

      

      
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          SECTION
      2.4 QUORUM. Except as otherwise required by Law, by the Certificate of
      Incorporation or by these By-Laws, the presence, in person or by proxy, of
      stockholders holding a majority of the stock of the corporation entitled to
      vote
      shall constitute a quorum at all meetings of the stockholders. In case a quorum
      shall not be present at any meeting, a majority in interest of the stockholders
      entitled to vote thereat, present in person or by proxy, shall have power to
      adjourn the meeting from time to time, without notice other than announcement
      at
      the meeting, until the requisite amount of stock entitled to vote shall be
      present. At any such adjourned meeting at which the requisite amount of stock
      entitled to vote shall be represented, any business may be transacted which
      might have been transacted at the meeting as originally noticed; but only those
      stockholders entitled to vote at the meeting as originally noticed shall be
      entitled to vote at any adjournment or adjournments thereof.

    


          SECTION
      2.5 SPECIAL MEETINGS. Special meetings of the stockholders for any purpose
      or
      purposes may be called by the President or Secretary, or by resolution of the
      directors.

    


          SECTION
      2.6 NOTICE OF MEETINGS. Written notice, stating the place, date and time of
      the
      meeting, and the general nature of the business to be considered, shall be
      given
      to each stockholder entitled to vote thereat at his address as it appears on
      the
      records of the corporation, not less than ten nor more than sixty days before
      the date of the meeting. No business other than that stated in the notice shall
      be transacted at any meeting without the unanimous consent of all the
      stockholders entitled to vote thereat.

    


          SECTION
      2.7 ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate of
      Incorporation, any action required to be taken at any annual or special meeting
      of stockholders, or any action which may be taken at any annual or special
      meeting, may be taken without a meeting, without prior notice and without a
      vote, if a consent in writing, setting forth the action so taken, shall be
      signed by the holders of outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares entitled to vote thereon were present and voted.
      Prompt notice of the taking of the corporate action without a meeting by less
      than unanimous written consent shall be given to those stockholders who have
      not
      consented in writing.

    


    


    ARTICLE
      III

    


    DIRECTORS

    


          SECTION
      3.1 NUMBER AND TERM. The number of directors which shall constitute the whole
      Board of Directors shall be determined from time to time by resolution of the
      Board of Directors, but in no event shall be less than three (3) nor more than
      eleven (11).  The number of directors may be decreased at any time and
      from time to time by a majority of the directors in office, but only to
      eliminate vacancies existing by reason of the death, resignation, removal or
      expiration of the term of one or more directors.  Directors shall be
      elected at the annual meeting of the stockholders and each director shall be
      elected to serve for such term as set forth in the Certificate of Incorporation
      and until his successor shall be elected and shall qualify.

    


          SECTION
      3.2 RESIGNATIONS. Any director, member of a committee or other officer may
      resign at any time. Such resignation shall be made in writing, and shall take
      effect at the time specified therein, and if no time be specified, at the time
      of its receipt by the President or Secretary. The acceptance of a resignation
      shall not be necessary to make it effective.

    


          SECTION
      3.3 VACANCIES. Subject to any agreement in writing between the stockholders
      and
      the corporation, if the office of any director, member of a committee or other
      officer becomes vacant for any reason, including without limitation from an
      increase in the authorized number of directors, the remaining directors in
      office, though less than a quorum by a majority vote, may appoint any qualified
      person to fill such vacancy, who shall hold office until the next annual meeting
      of the stockholders and until his successor shall be duly chosen.

    


          SECTION
      3.4 REMOVAL. Except as herein provided and subject to any agreement between
      the
      stockholders and the corporation, any director or directors may be removed
      for
      cause at any time by the affirmative vote of the holders of a majority of all
      the shares of stock outstanding and entitled to vote, at a special meeting
      of
      the stockholders called for the purpose and the vacancies thus created may
      be
      filled, at the meeting held for the purpose of removal, by the affirmative
      vote
      of a majority in interest of the stockholders entitled to vote.

    


    
      
         

      

      
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          SECTION
      3.5 INCREASE OF NUMBER. The number of directors may be increased by amendment
      of
      these By-Laws by the affirmative vote of a majority of the directors, though
      less than a quorum, or, by the affirmative vote of a majority in interest of
      the
      stockholders, at the annual meeting or at a special meeting called for that
      purpose, and by like vote the additional directors may be chosen at such meeting
      to hold office until the next annual election and until their successors are
      elected and qualify.

    


          SECTION
      3.6 POWERS. The Board of Directors shall exercise all of the powers of the
      corporation except such as are by law, or by the Certificate of Incorporation
      of
      the corporation or by these By-Laws conferred upon or reserved to the
      stockholders.

    


          SECTION
      3.7 COMMITTEES. The Board of Directors may, by resolution or resolutions passed
      by a majority of the whole board, designate one or more committees, each
      committee to consist of two 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 any member of such committee
      or
      committees, the member or members thereof present at any meeting and not
      disqualified from voting, whether or not he or they constitute a quorum, may
      unanimously appoint another member of the Board of Directors 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 of
      Directors, or in these By-Laws, shall have and may exercise all the powers
      and
      authority of the Board of Directors 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 amending the Certificate of Incorporation,
      adopting an agreement of merger or consolidation, recommending to the
      stockholders the sale, lease or exchange of all or substantially all of the
      corporation's property and assets, recommending to the stockholders a
      dissolution of the corporation or a revocation of a dissolution, or amending
      the
      By-Laws of the corporation; and, unless the resolution, these By-Laws, or the
      Certificate of Incorporation expressly so provide, no such committee shall
      have
      the power or authority to declare a dividend or to authorize the issuance of
      stock.

    


          SECTION
      3.8 MEETINGS. The newly elected directors may hold their first meeting for
      the
      purpose of organization and the transaction of business, if a quorum be present,
      immediately after the annual meeting of the stockholders; or the time and place
      of such meeting may be fixed by consent in writing of all the
      directors.

    


                Regular
      meetings of the directors may be held without notice at such places and times
      as
      shall be determined from time to time by resolution of the
      directors.

    


                Special
      meetings of the board may be called by the President or by the Secretary on
      the
      written request of any two directors on at least two day's notice to each
      director and shall be held at such place or places as may be determined by
      the
      directors, or as shall be stated in the call of the meeting.

    


                Unless
      otherwise restricted by the Certificate of Incorporation or these By-Laws,
      members of the Board of Directors, or any committee designated by the Board
      of
      Directors, may participate in a meeting of the Board of Directors, or any
      committee, by means of conference telephone or similar 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.

    


          SECTION
      3.9 QUORUM. A majority of the directors shall constitute a quorum for the
      transaction of business. If at any meeting of the board there shall be less
      than
      a quorum present, a majority of those present may adjourn the meeting from
      time
      to time until a quorum is obtained, and no further notice thereof need be given
      other than by announcement at the meeting which shall be so
      adjourned.

    


          SECTION
      3.10 COMPENSATION. Directors shall not receive any stated salary for their
      services as directors or as members of committees, but by resolution of the
      board a fixed fee and expenses of attendance may be allowed for attendance
      at
      each meeting. Nothing herein contained shall be construed to preclude any
      director from serving the corporation in any other capacity as an officer,
      agent
      or otherwise, and receiving compensation therefor.


    
      
        
        

      

      
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          SECTION
      3.11 ACTION WITHOUT MEETING. Any action required or permitted to be taken at
      any
      meeting of the Board of Directors, or of any committee thereof, may be taken
      without a meeting, if prior to such action a written consent thereto is signed
      by all members of the board, or of such committee as the case may be, and such
      written consent is filed with the minutes of proceedings of the board or
      committee.

    


    


    


    ARTICLE
      IV

    


    OFFICERS

    


          SECTION
      4.1 OFFICERS. The officers of the corporation shall be a President, a Treasurer,
      and a Secretary, all of whom shall be elected by the Board of Directors and
      who
      shall hold office until their successors are elected and qualified. In addition,
      the Board of Directors may elect a Chairman, one or more Vice-Presidents and
      such Assistant Secretaries and Assistant Treasurers as they may deem proper.
      None of the officers of the corporation need be directors. The officers shall
      be
      elected at the first meeting of the Board of Directors after each annual
      meeting. More than two offices may be held by the same person.

    


          SECTION
      4.2 OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other
      officers and agents as it may deem advisable, who shall hold their offices
      for
      such terms and shall exercise such powers and perform such duties as shall
      be
      determined from time to time by the Board of Directors.

    


          SECTION
      4.3 CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall
      preside at all meetings of the Board of Directors and he shall have and perform
      such other duties as from time to time may be assigned to him by the Board
      of
      Directors.

    


          SECTION
      4.4 VICE CHAIRMAN. The Vice Chairman shall have and perform such duties as
      shall
      be assigned to him by the Board of Directors.

    


          SECTION
      4.5 PRESIDENT. The President shall be the chief executive officer of the
      corporation and shall have the general powers and duties of supervision and
      management usually vested in the office of President of a corporation. He shall
      preside at all meetings of the stockholders if present thereat, and in the
      absence or non-election of the Chairman of the Board of Directors, at all
      meetings of the Board of Directors, and shall have general supervision,
      direction and control of the business of the corporation. Except as the Board
      of
      Directors shall authorize the execution thereof in some other manner, he shall
      execute bonds, mortgages and other contracts in behalf of the corporation,
      and
      shall cause the seal to be affixed to any instrument requiring it and when
      so
      affixed the seal shall be attested by the signature of the Secretary or the
      Treasurer or an Assistant Secretary, or an Assistant Treasurer.

    


          SECTION
      4.6 VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform
      such duties as shall be assigned to him by the directors.

    


          SECTION
      4.7 TREASURER. The Treasurer shall have the custody of the corporate funds
      and
      securities and shall keep full and accurate account of receipts and
      disbursements in books belonging to the corporation. He shall deposit all moneys
      and other valuables in the name and to the credit of the corporation in such
      depositaries as may be designated by the Board of Directors.

    


                The
      Treasurer shall disburse the funds of the corporation as may be ordered by
      the
      Board of Directors, or the President, taking proper vouchers for such
      disbursements. He shall render to the President and Board of Directors at the
      regular meetings of the Board of Directors, or whenever they may request it,
      an
      account of all his transactions as Treasurer and of the financial condition
      of
      the corporation. If required by the Board of Directors, he shall give the
      corporation a bond for the faithful discharge of his duties in such amount
      and
      with such surety as the board shall prescribe.


    
      
        
        

      

      
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          SECTION
      4.8 SECRETARY. The Secretary shall give, or cause to be given, notice of all
      meetings of stockholders and directors, and all other notices required by law
      or
      by these By-Laws, and in case of his absence or refusal or neglect so to do,
      any
      such notice may be given by any person thereunto directed by the President,
      or
      by the directors, or stockholders, upon whose requisition the meeting is called
      as provided in these By-Laws. He shall record all the proceedings of the
      meetings of the corporation and of the directors in a book to be kept for that
      purpose, and shall perform such other duties as may be assigned to him by the
      directors or the President. He shall have the custody of the seal of the
      corporation and shall affix the same to all instruments requiring it, when
      authorized by the directors or the President, and attest the same.

    


          SECTION
      4.9 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and
      Assistant Secretaries, if any, shall be elected and shall have such powers
      and
      shall perform such duties as shall be assigned to them, respectively, by the
      directors.

    


    ARTICLE
      V

    


    MISCELLANEOUS

    


          SECTION
      5.1 CERTIFICATES OF STOCK. Certificate of stock, signed by the Chairman or
      Vice
      Chairman of the Board of Directors, if they be elected, President or
      Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or
      an
      Assistant Secretary, shall be issued to each stockholder certifying the number
      of shares owned by him in the corporation. Any of or all the signatures may
      be
      facsimiles.

    


          SECTION
      5.2 LOST CERTIFICATES. A new certificate of stock may be issued in the place
      of
      any certificate theretofore issued by the corporation, alleged to have been
      lost
      or destroyed, and the directors may, in their discretion, require the owner
      of
      the lost or destroyed certificate, or his legal representatives, to give the
      corporation a bond, in such sum as they may direct, not exceeding double the
      value of the stock, to indemnify the corporation against any claim that may
      be
      made against it on account of the alleged loss of any such certificate, or
      the
      issuance of any such new certificate.

    


          SECTION
      5.3 TRANSFER OF SHARES. The shares of stock of the corporation shall he
      transferable only upon its books by the holders thereof in person or by their
      duly authorized attorneys or legal representatives, and upon such transfer
      the
      old certificates shall be surrendered to the corporation by the delivery thereof
      to the person in charge of the stock and transfer books and ledgers, or to
      such
      other person as the directors may designate, by whom they shall be cancelled,
      and new certificates shall thereupon be issued. A full record shall be made
      of
      each transfer and whenever a transfer shall be made for collateral security,
      and
      not absolutely, it shall be so expressed in the entry of the
      transfer.

    


          SECTION
      5.4 STOCKHOLDERS RECORD DATE. In order that the corporation may determine the
      stockholders entitled to notice of or to vote at any meeting of stockholders
      or
      any adjournment thereof, or to express consent to corporate action in writing
      without a meeting, or entitled to receive payment of any dividend or other
      distribution or allotment of any rights, or entitled to exercise any rights
      in
      respect of any change, conversion or exchange of stock or for the purpose of
      any
      other lawful action, the Board of Directors may fix, in advance, a record date,
      which shall not be more than sixty nor less than ten days before the date of
      such meeting, nor more than sixty days prior to any other action. 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 of Directors may fix a new record date for the adjourned
      meeting.

    


          SECTION
      5.5 DIVIDENDS. Subject to the provisions of the Certificate of Incorporation,
      the Board of Directors may, out of funds legally available therefor at any
      regular or special meeting, declare dividends upon the capital stock of the
      corporation as and when they deem expedient. Before declaring any dividend
      there
      may be set apart out of any funds of the corporation available for dividends,
      such sum or sums as the directors from time to time in their discretion deem
      proper for working capital or as a reserve fund to meet contingencies or for
      equalizing dividends or such other purposes as the directors shall deem
      conducive to the interests of the corporation.


    
      
        
        

      

      
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          SECTION
      5.6 SEAL. The corporate seal shall be circular in form and shall contain the
      name of the corporation, the year of its creation and the words "CORPORATE
      SEAL
      DELAWARE." Said seal may be used by causing it or a facsimile thereof to be
      impressed or affixed or reproduced or otherwise.

    


          SECTION
      5.7 FISCAL YEAR. The fiscal year of the corporation shall be determined by
      resolution of the Board of Directors.

    


          SECTION
      5.8 CHECKS. All checks, drafts or other orders for the payment of money, notes
      or other evidences of indebtedness issued in the name of the corporation shall
      be signed by such officer or officers, agent or agents of the corporation,
      and
      in such manner as shall be determined from time to time by resolution of the
      Board of Directors.

    


          SECTION
      5.9 NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these
      By-Laws to be given, personal notice is not meant unless expressly so stated,
      and any notice so required shall be deemed to be sufficient if given by
      depositing the same in the United States mail, postage prepaid, addressed to
      the
      person entitled thereto at his address as if appears on the records of the
      corporation, and such notice shall be deemed to have been given on the day
      of
      such mailing. Stockholders not entitled to vote shall not be entitled to receive
      notice of any meetings except as otherwise provided by Statute.

    


                Whenever
      any notice whatever is required to be given under the provisions of any law,
      or
      under the provisions of the Certificate of Incorporation of the corporation
      or
      these By-Laws, a waiver thereof in writing, signed by the person or persons
      entitled to said notice, whether before or after the time stated therein, shall
      be deemed equivalent thereto.

    


    ARTICLE
      VI

    


    AMENDMENTS

    


                These
      By-Laws may be altered or repealed and By-Laws may be made at any annual meeting
      of the stockholders or at any special meeting thereof if notice of the proposed
      alteration or repeal or By-Law or By-Laws to be made be contained in the notice
      of such special meeting, by the affirmative vote of a majority of the stock
      issued and outstanding and entitled to vote thereat, or by the affirmative
      vote
      of a majority of the Board of Directors, at any regular meeting of the Board
      of
      Directors, or any special meeting of the Board of Directors, at any regular
      meeting of the Board of Directors, or at any special meeting of the Board of
      Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws
      to be made, be contained in the notice of such special meeting.

    


    ARTICLE
      VII

    


    INDEMNIFICATION

    


                The
      Corporation shall (a) indemnify any person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed action
      or
      suit by or in the right of the Corporation to procure a judgment in its favor
      by
      reason of the fact that he is or was a director or officer 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
      or
      other enterprise, against expenses (including attorneys' fees) actually and
      reasonably incurred by him in connection with the defense or settlement of
      such
      action or suit, and (b) indemnify any person who was or is a party or is
      threatened to be made a party to any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or investigative
      (other than an action by or in the right of the Corporation), by reason of
      the
      fact that he is or was a director or officer of the Corporation, or served
      at
      the request of the Corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise,
      expenses (including attorneys' fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred by him in connection with any such
      action, suit or proceeding, in each case to the fullest extent permissible
      under
      subsections (a) through (e) of Section 145 of the General Corporation Law of
      the
      State of Delaware or the indemnification provisions of any successor statute.
      The foregoing right of indemnification shall in no way be exclusive of any
      other
      rights of indemnification to which any such person may be entitled, under any
      bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
      and shall inure to the benefit of the heirs, executors and administrators of
      such a person.


    
      
        
        

      

      
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