As Amended and Restated Effective February 25, 2005
The registered office of the Company shall be in the City of Wilmington, County of New Castle,State of Delaware.
The Company may also have offices at such other places as the Board of Directors from time totime may determine or the business of the Company may require.
Meetings of Shareholders.
Section 1. Place of Meeting. All meetings of shareholders for the election of directors orfor any other purposes whatsoever shall be held at the office of the Company in the City ofWilmington, Delaware, or elsewhere within or without the State of Delaware, as may be decided uponfrom time to time by the Board of Directors and indicated in the notice of the meeting.
Section 2. Annual Meeting. The annual meeting of the shareholders shall be held on such dateas the Board of Directors may determine and at the time as shall be decided by the Board ofDirectors and indicated in the notice of the meeting. Directors shall be elected thereat and suchother business transacted as may be specified in the notice of the meeting, or as may be properlybrought before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders may be held on anybusiness day when called by the Chairman of the Board, Chief Executive Officer, the Board ofDirectors, or a majority of the full Board of Directors acting without a meeting.
Section 4. Notice of Meetings. A written or printed notice of every annual or specialmeeting of the shareholders stating the time and place and the purposes thereof shall be given toeach shareholder entitled to vote thereat and to each shareholder entitled to notice as provided bylaw, which notice shall be given not less than ten (10) nor more than sixty (60) days prior to thedate of the meeting. If mailed, such notice shall be deemed given when deposited in the UnitedStates mail, postage prepaid, directed to each shareholder at such shareholders address as itappears on the records of the Company. It shall be the duty of the Secretary to give writtennotice of the annual meeting, and of each special meeting when requested so to do by the officer ordirectors calling such meeting. Any shareholder may waive in writing any notice required to begiven by law or under these By-Laws and by attendance or voting at any meeting without protestingthe lack of proper notice shall be deemed to have waived notice thereof.
Section 5. Shareholder List. A complete list of the shareholders entitled to vote at eachmeeting of shareholders, arranged in alphabetical order, with the address of each and the number ofvoting shares held by each, shall be prepared by or at the instance of the Secretary and madeavailable at the location where the meeting is to be held, at least ten (10) days before everymeeting, and shall at all times during the usual hours for business in said ten (10) day period andduring the time of said meeting be open to examination by any shareholder.
Section 6. Voting and Proxies. At all meetings of shareholders, only such shareholders shallbe entitled to vote, in person or by proxy, who appear upon the records of the Company as theholders of shares at the time possessing voting power, or if a record date be fixed as hereinafterprovided, those appearing as such on such record date. Each shareholder entitled to vote at ameeting of shareholders may authorize another person or persons to act for such shareholder byproxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unlessthe proxy provides for a longer period. A shareholder may authorize another person or persons toact for such shareholder as proxy by executing a writing authorizing such person or persons to actfor such shareholder as proxy or by transmitting or authorizing the transmission of a telegram,cablegram, or other means of electronic transmission to the person who will be the holder of theproxy or to a proxy solicitation firm, proxy support service organization or like agent dulyauthorized by the person who will be the holder of the proxy to receive such transmission, providedthat any such telegram, cablegram, or other means of electronic transmission must either set forthor be submitted with information from which it can be determined that the telegram, cablegram orother means of electronic transmission was authorized by the shareholder.
Section 7. Quorum and Adjournments. Except as may otherwise be required by law or by theCertificate of Incorporation or by these By-Laws, the holders of a majority of the shares entitledto vote at a shareholders meeting shall constitute a quorum to hold such meeting; provided,however, that any meeting, whether or not a quorum is present or otherwise, may, by vote of theholders of a majority of the voting shares represented thereat, adjourn from time to time and fromplace to place in the county wherein said meeting was originally called without notice other thanby announcement at such meeting.
Section 8. Advance Notice of Shareholder Nominees for Director and Other ShareholderProposals. (a) The matters to be considered and brought before any annual or special meeting ofshareholders of the Company shall be limited to only such matters, including the nomination andelection of directors, as shall be brought properly before such meeting in compliance with theprocedures set forth in this Section 8.
(b) For any matter to be properly brought before any annual meeting of shareholders, thematter must be (i) specified in the notice of annual meeting given by or at the direction of theBoard of Directors, (ii) otherwise brought before the annual meeting by or at the direction of theBoard of Directors or (iii) brought before the annual meeting in the manner specified in thisSection 8(b) by a shareholder of record entitled to vote at the annual meeting of
shareholders on such matter. In addition to any other requirements under applicable law and theCertificate of Incorporation and these By-Laws, persons nominated by shareholders for election asdirectors of the Company and any other proposals by shareholders shall be properly brought beforethe meeting only if notice of any such matter to be presented by a shareholder at such meeting ofshareholders (the Shareholder Notice) shall be delivered to the Secretary of the Company at theprincipal executive office of the Company not less than ninety (90) nor more than one hundred andtwenty (120) days prior to the first anniversary date of the annual meeting for the preceding year;provided, however, if and only if the annual meeting is not scheduled to be held within aperiod that commences thirty (30) days before such anniversary date and ends thirty (30) days aftersuch anniversary date (an annual meeting date outside such period being referred to herein as anOther Meeting Date), such Shareholder Notice shall be given in the manner provided herein by thelater of the close of business on (i) the date ninety (90) days prior to such Other Meeting Date or(ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced ordisclosed. Any shareholder desiring to nominate any person or persons (as the case may be) forelection as a director or directors of the Company shall deliver, as part of such ShareholderNotice, a statement in writing setting forth (i) the name of the person or persons to be nominated;(ii) the number and class of all shares of each class of stock of the Company owned of record andbeneficially by each such person, as reported to such shareholder by such nominee(s); (iii) theinformation regarding each such person required by paragraphs (a), (e) and (f) of Item 401 ofRegulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisionsof any regulation subsequently adopted by the Securities and Exchange Commission applicable to theCompany); (iv) each such persons signed consent to serve as a director of the Company if elected;and (v) such shareholders name and address and the number and class of all shares of each class ofstock of the Company owned of record and beneficially by such shareholder. Any shareholder whogives a Shareholder Notice of any matter proposed to be brought before the meeting (other than anomination of directors) shall deliver, as part of such Shareholder Notice, the text of theproposal to be presented and a brief written statement of the reasons why such shareholder favorsthe proposal and setting forth such shareholders name and address, the number and class of allshares of each class of stock of the Company owned of record and beneficially by such shareholderand, if applicable, any material interest of such shareholder in the matter proposed (other than asa shareholder). As used herein, shares beneficially owned shall mean all shares which such personis deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Actof 1934 (the Exchange Act). If a shareholder is entitled to vote only for a specific class orcategory of directors at a meeting (annual or special), such shareholders right to nominate one ormore individuals for election as a director at the meeting shall be limited to such class orcategory of directors.
Notwithstanding anything in this Section 8(b) to the contrary, in the event that the number ofdirectors to be elected to the Board of Directors of the Company at the next annual meeting isincreased and either all of the nominees for director at the next annual meeting or the size of theincreased Board of Directors is not publicly announced or disclosed by the Company at least onehundred (100) days prior to the first anniversary of the preceding years annual meeting, aShareholder Notice shall also be considered timely hereunder, but only
with respect to nominees for any new positions created by such increase, if it shall bedelivered to the Secretary of the Company at the principal executive office of the Company notlater than the close of business on the tenth day following the first date all of such nominees orthe size of the increased Board of Directors shall have been publicly announced or disclosed.
(c) Except as provided in the immediately following sentence, only such matters shall beproperly brought before a special meeting of shareholders as shall have been brought before themeeting pursuant to the Companys notice of such meeting. In the event the Company calls a specialmeeting of shareholders for the purpose of electing one or more directors to the Board ofDirectors, any shareholder may nominate a person or persons (as the case may be), for election tosuch position(s) as specified in the Companys notice of meeting, if the Shareholder Noticerequired by Section 8(b) hereof shall be delivered to the Secretary of the Company at the principalexecutive office of the Company not later than the close of business on the tenth day following theday on which the date of the special meeting and either the names of the nominees proposed by theBoard of Directors to be elected at such meeting or the number of directors to be elected ispublicly announced or disclosed.
(d) For purposes of this Section 8, a matter shall be deemed to have been publicly announcedor disclosed if such matter is disclosed in a press release reported by the Dow Jones NewsService, Associated Press or a comparable national news or wire service or in a document publiclyfiled by the Company with the Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting or special meeting or thepostponement of any meeting that does not require a change in the record date for such meeting, orany announcement thereof, commence a new period for the giving of notice as provided in thisSection 8. This Section 8 shall not (i) affect the rights of shareholders to request inclusion ofproposals made pursuant to Rule 14a-8 under the Exchange Act or (ii) apply to the election ofdirectors selected by or pursuant to the provisions of Article FOURTH, Section 3 of the RestatedCertificate of Incorporation relating to the rights of the holders of any class or series of stockof the Company having a preference over the Common Stock as to dividends or upon liquidation toelect directors under specified circumstances.
(f) The person presiding at any meeting of shareholders, in addition to making any otherdeterminations that may be appropriate to the conduct of the meeting, shall have the power and dutyto determine whether notice of nominees and other matters proposed to be brought before a meetinghas been duly given in the manner provided in this Section 8 and, if not so given, shall direct anddeclare at the meeting that such nominees and other matters are out of order and shall not beconsidered.
Section 9. Conduct of Meetings. The Board of Directors of the Company may adopt byresolution such rules, regulations and procedures for the conduct of meetings of shareholders as itshall deem appropriate. Except to the extent inconsistent with applicable law and such rules andregulations adopted by the Board of Directors, the Chairman of each meeting of shareholders shallhave the right and authority to prescribe such rules, regulations
and procedures and to do all such acts, including causing an adjournment of such meeting, as,in the judgment of such Chairman, are appropriate. Such rules, regulations or procedures, whetheradopted by the Board of Directors or prescribed by the Chairman of the meeting, may include,without limitation, the following: (a) the establishment of an agenda or order of business for themeeting, including fixing the time for opening and closing the polls for voting on each matter; (b)rules and procedures for maintaining order at the meeting and the safety of those present; (c)limitations on attendance at or participation in the meeting to shareholders of record of theCompany, their duly authorized and constituted proxies or such other persons as the Chairman shallpermit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof;and (e) limitations on the time allotted to questions or comments by participants. Unless, and tothe extent determined by the Board of Directors or the Chairman of the meeting, meetings ofshareholders shall not be required to be held in accordance with rules of parliamentary procedure.
Section 10. Organization of Meetings. Meetings of shareholders shall be presided over by theChairman of the Board of Directors, or in his or her absence by the Chief Executive Officer, or inthe absence of the foregoing persons by a Chairman designated by the Board of Directors, or, in theabsence of any such designation, by a Chairman chosen at the meeting. The Secretary, or in theabsence of the Secretary, an Assistant Secretary, shall act as the secretary of the meeting, but inthe absence of the Secretary or Assistant Secretary, the Chairman of the meeting may appoint anyperson to act as secretary of the meeting.
Board of Directors.
Section 1. Number. The Board of Directors shall consist of not less than eight nor more thanthirteen members as may be determined by the Board of Directors. After any such determination, thenumber so determined shall continue as the authorized number of members of the Board until the sameshall be changed as aforesaid. Directors need not be shareholders.
Section 2. Manner of Election. Except as may otherwise be required by the Certificate ofIncorporation, at each meeting of the shareholders called for the purpose of electing directors,the persons receiving the greatest number of votes shall be the directors. Such election shall beby ballot.
Section 3. Tenure; Vacancies. Each director shall hold office until the annual meeting forthe year in which his or her term expires and until his or her successor shall be elected andqualified; subject, however, to prior resignation, death or removal as provided by law. Anydirector may resign at any time by oral statement to that effect made at a meeting of the Board ofDirectors, to be effective upon its acceptance by the Board, or in writing to that effect deliveredto the Secretary, to be effective upon its acceptance or at the time specified in such writing.Any vacancy on the Board of Directors that results from an increase in the number of directorsshall be filled by a majority of the Board of Directors then in office, and any other vacancyoccurring in the Board of Directors shall be filled by a
majority of the directors then in office, although less than a quorum, or by a sole remainingdirector. Any director elected to fill a vacancy not resulting from an increase in the number ofdirectors shall have the same remaining term as that of his predecessor.
Section 4. Organization Meeting. Immediately after each annual meeting of the shareholdersor special meeting held in lieu thereof, the newly elected Board of Directors, if a quorum ispresent, shall hold an organization meeting for the purpose of electing officers and transactingany other business. Notice of such meeting need not be given. If, for any reason, saidorganization meeting is not held at such time, a special meeting for such purpose shall be held assoon thereafter as practicable.
Section 5. Regular Meetings. Regular meetings of the Board of Directors for the transactionof any business may be held at such times and places as may be determined by the Board ofDirectors. The Secretary shall give to each director at least five (5) days written notice of eachsuch meeting.
Section 6. Special Meetings. Special meetings of the Board of Directors may be held at anytime and place upon call by the Chairman of the Board, the Chief Executive Officer, or a majorityof the Directors. Notice of each such meeting shall be given to each director by letter, telegramor telephone or in person not less than two (2) days prior to such meeting; provided, however, thatsuch notice shall be deemed to have been waived by the directors attending or voting at any suchmeeting, without protesting the lack of proper notice, and may be waived in writing or by telegramby any director either before or after such meeting. Unless otherwise indicated in the noticethereof, any business may be transacted at such meeting.
Section 7. Quorum. At all meetings of the Board of Directors a majority of the directors inoffice at the time shall constitute a quorum for the transaction of business, but in no case shallsuch quorum be less than one-third of the total authorized number of directors.
Section 8. Compensation. If so determined by the Board of Directors, all or any members ofthe Board of Directors or of any committee of the Board who are not Company employees shall becompensated for their services in such capacities either a fixed sum for attendance at each meetingof the Board or of such committee or such other amount as may be determined from time to time bythe Board of Directors. Compensation may be paid in cash and in the Companys stock and stockequivalents. Directors may be reimbursed for expenses reasonably incurred by them in attendingsuch meetings.
The Board of Directors may, by resolution or resolutions passed by a majority of the wholeBoard, designate one or more committees, each committee to consist of two or more of the directorsof the Company, which to the extent provided in said resolution or resolutions shall have and mayexercise the powers of the Board of Directors in the management of the
business and affairs of the Company and may have power to authorize the seal of the Company to beaffixed to all papers which may require it. Such committee or committees shall have such name ornames as may be determined from time to time by resolution adopted by the Board of Directors.
Section 1. Officers Designated. The officers of the Company shall be elected by the Board ofDirectors at their organization meeting or any other meeting. The Board of Directors shall electthe executive officers of the Company which may include a Chairman of the Board, President, and oneor more Vice Presidents (any one or more of whom may be designated as Executive Vice Presidents, oras Senior Vice Presidents or by any other designations). In addition thereto, the officers shallinclude a Controller, a General Counsel, a Secretary and a Treasurer. In their discretion theBoard of Directors may elect one or more Assistant Secretaries and Assistant Treasurers and anyother additional officers. The Chairman of the Board shall be elected from among the directors.The other officers may but need not be elected from among the directors. Any two offices may beheld by the same person, but in any case where the action of more than one officer is required noone person shall act in more than one capacity.
Section 2. Tenure of Office. The officers of the Company shall hold office until the nextorganization meeting of the Board of Directors and until their respective successors are chosen andqualified, except in case of resignation, death or removal. The Board of Directors may remove anyofficer at any time with or without cause by the vote of the majority of the directors in office atthe time. A vacancy in any office may be filled by election by the Board of Directors.
Section 3. Powers and Duties of Officers in General. The powers and duties of the officersshall be exercised in all cases subject to such directions as the Board of Directors may see fit togive. The respective powers and duties hereinafter set forth are subject to alteration by theBoard of Directors. The Board of Directors is also authorized to delegate the duties of anyofficer to any other officer, employee or committee and to require the performance of duties inaddition to those provided for herein. Subject to such directions, if any, as the Board ofDirectors may give from time to time, the chief executive officers of the Company are authorized toestablish and to modify from time to time an organization plan defining the respective duties andfunctions of the officers of the Company.
Section 4. Chairman of the Board. The Chairman of the Board shall preside at meetings of theshareholders and of the Board of Directors.
Section 5. Chief Executive Officer. The Chief Executive Officer shall be either the Chairmanof the Board and/or the President, as the Board of Directors so designates, and he or she shallhave general responsibility for the major functions of the business of the Company and shallinitiate and develop broad Company policies.
Section 6. President; Vice Presidents. In the absence or disability of the Chief ExecutiveOfficer, the President shall perform the Chief Executive Officers duties. In the absence ordisability of the Chief Executive Officer and the President, the Vice Presidents, in the orderdesignated by the Board of Directors, shall perform the Chief Executive Officers duties. If sodetermined by the Board of Directors, one Vice President may be designated as manager of specificsectors, divisions, districts or such other unit or as being in charge of specific functions,another as Vice President in Charge of Sales, and other Vice Presidents as managers of specifieddivisions or sales districts of the Company or as being in charge of specified functions.
Section 7. Controller, General Counsel, Secretary, and Treasurer. The Controller, GeneralCounsel, the Secretary, and the Treasurer shall perform such duties as are indicated by theirrespective titles, subject to the provisions of Section 3 of this Article. The Secretary shallhave the custody of the corporate seal.
Section 8. Other Officers. All other officers shall have such powers and duties as may beprescribed by the Board of Directors, or, in the absence of their action, by the chief executiveofficers of the Company or by the respective officers having supervision over them.
Section 9. Compensation. The Board of Directors is authorized to determine, or to providethe method of determining, or to empower a committee of its members to determine, the compensationof all officers.
Section 10. Bond. If so requested and authorized by the Board of Directors, the Companyshall furnish a fidelity bond in such sum and with such security as the Board of Directors mayrequire.
Section 11. Signing Checks and Other Instruments. The Board of Directors is authorized todetermine or provide the method of determining the manner in which deeds, contracts and otherobligations and instruments of the Company shall be signed. However, persons doing business withthe Company shall be entitled to rely upon the action of the Chairman of the Board, the President,any Vice President, the Secretary, the Treasurer, the Controller or General Counsel in executingcontracts and other obligations and instruments, of the Company as having been duly authorized.The Board of Directors of the Company is authorized to designate or provide the method ofdesignating depositaries of the funds of the Company and to determine or provide the method ofdetermining the manner in which checks, notes, bills of exchange and similar instruments shall besigned, countersigned or endorsed.
Indemnification of Directors and Officers.
The Company shall indemnify to the full extent permitted by law any person made or threatenedto be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or was a director orofficer of the Company, is or was a director, officer, trustee, member, stockholder, partner,incorporator or liquidator of a Subsidiary of the Company, or serves or served at the request ofthe Company as a director, officer, trustee, member, stockholder, partner, incorporator orliquidator of or in any other capacity for any other enterprise. Expenses, including attorneysfees, incurred by any such person in defending any such action, suit or proceeding shall be paid orreimbursed by the Company promptly upon demand by such person and, if any such demand is made inadvance of the final disposition of any such action, suit or proceeding, promptly upon receipt bythe Company of an undertaking of such person to repay such expenses if it shall ultimately bedetermined that such person is not entitled to be indemnified by the Company. The rights providedto any person by this by-law shall be enforceable against the Company by such person, who shall bepresumed to have relied upon it in serving or continuing to serve as a director or officer or insuch other capacity as provided above. In addition, the rights provided to any person by thisby-law shall survive the termination of such person as any such director, officer, trustee, member,stockholder, partner, incorporator or liquidator and, insofar as such person served at the requestof the Company as a director, officer, trustee, member, stockholder, partner, incorporator orliquidator of or in any other capacity for any other enterprise, shall survive the termination ofsuch request as to service prior to termination of such request. No amendment of this by-law shallimpair the rights of any person arising at any time with respect to events occurring prior to suchamendment.
Notwithstanding anything contained in this Article VI, except for proceedings to enforcerights provided in this Article VI, the Company shall not be obligated under this Article VI toprovide any indemnification or any payment or reimbursement of expenses to any director, officer orother person in connection with a proceeding (or part thereof) initiated by such person (whichshall not include counterclaims or crossclaims initiated by others) unless the Board of Directorshas authorized or consented to such proceeding (or part thereof) in a resolution adopted by theBoard.
For purposes of this by-law, the term Subsidiary shall mean any corporation, partnership,limited liability company or other entity in which the Company owns, directly or indirectly, amajority of the economic or voting ownership interest; the term other enterprise shall includeany corporation, partnership, limited liability company, joint venture, trust, association or otherunincorporated organization or other entity and any employee benefit plan; the term officer, whenused with respect to the Company, shall refer to any officer elected by or appointed pursuant toauthority granted by the Board of Directors of the Company pursuant to Article V of these By-Laws,when used with respect to a Subsidiary or other enterprise that is a corporation, shall refer toany person elected or appointed pursuant to the by-laws of such Subsidiary or other enterprise orchosen in such manner as is prescribed by the by-laws of such Subsidiary or other enterprise ordetermined by the Board of Directors of such Subsidiary or other enterprise, and when used withrespect to a Subsidiary or other enterprise that is not a corporation or is organized in a foreignjurisdiction, the term officer shall include in addition to any officer of such entity, anyperson serving in a similar capacity or as the manager of such entity; service at the request ofthe Company shall include service as a director or officer of the Company which imposes
duties on, or involves services by, such director or officer with respect to an employee benefitplan, its participants or beneficiaries; any excise taxes assessed on a person with respect to anemployee benefit plan, its participants or beneficiaries shall be deemed to be indemnifiableexpenses; and action by a person with respect to an employee benefit plan which such personreasonably believes to be in the interest of the participants and beneficiaries of such plan shallbe deemed to be action not opposed to the best interests of the Company.
To the extent authorized from time to time by the Board of Directors, the Company may provideto (i) any one or more employees and other agents of the Company, (ii) any one or more officers,employees and other agents of any Subsidiary and (iii) any one or more directors, officers,employees and other agents of any other enterprise, rights of indemnification and to receivepayment or reimbursement of expenses, including attorneys fees, that are similar to the rightsconferred in this Article VI on directors and officers of the Company or any Subsidiary or otherenterprise. Any such rights shall have the same force and effect as they would have if they wereconferred in this Article VI.
Nothing in this Article VI shall limit the power of the Company or the Board of Directors toprovide rights of indemnification and to make payment and reimbursement of expenses, includingattorneys fees, to directors, officers, employees, agents and other persons otherwise thanpursuant to this Article VI.
The corporate seal, circular in form, shall have inscribed thereon the name of the Company andthe words Corporate SealDelaware.
The Board of Directors may close the stock transfer books of the Company for a period notexceeding sixty (60) days preceding the date of any meeting of the shareholders, or the date forthe payment of any dividend, or the date for the allotment of rights, or the date when any changeor conversion or exchange of shares shall go into effect; provided, however, that in lieu ofclosing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date,not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date forthe payment of any dividend, or the date for the allotment of rights, or the date when any changeor conversion or exchange of shares shall go into effect, as a record date for the determination ofthe shareholders entitled to notice of, and to vote at, any such meeting and any adjournmentthereof, or entitled to receive payment of any such dividend, or to any such allotment of rights,or to exercise the rights in respect of any such change, conversion or exchange of shares, and insuch case such shareholders, and only such shareholders as shall be shareholders of record on thedate so fixed, shall be entitled to such notice of, and to vote at, such meeting and anyadjournment thereof, or to receive payment of such dividend or to receive such allotment of rightsor to exercise such rights as the case may
be, notwithstanding any transfer of any shares on the books of the Company after any such recorddate fixed as aforesaid.
Section 1. Certificates; Uncertificated Shares. The shares of stock of the Company shall berepresented by certificates in such form as the appropriate officers of the Company may from timeto time prescribe; provided that the Board of Directors may provide by resolution or resolutionsthat some or all of any or all classes or series of stock of the Company shall be uncertificatedshares. Notwithstanding the foregoing or the adoption of such a resolution or resolutions by theBoard of Directors, each holder of uncertificated shares shall be entitled, upon request, to acertificate representing such shares. Any such resolution shall not apply to any share representedby a certificate theretofore issued until such certificate is surrendered to the Company. Sharecertificates shall be numbered and registered in a share register as they are issued. Sharecertificates shall exhibit the name of the registered holder and the number and class of shares andthe series, if any, represented thereby and the par value of each such share or a statement thateach such share is without par value, as the case may be. Except as otherwise provided by law, therights and obligations of the holders of uncertificated shares and the rights and obligations ofthe holders of shares represented by certificates of the same class and series shall be identical.
Section 2. Signatures on Certificates. Every share certificate shall be signed, in the nameof the Company, by the Chairman of the Board, the Chief Executive Officer, the President or a VicePresident and countersigned, in the name of the Company, by the Corporate Secretary, an AssistantSecretary, the Treasurer or an Assistant Treasurer and shall be sealed with the Companys corporateseal. Such signatures and seal may be facsimile, engraved or printed. The Board of Directors mayappoint one or more transfer agents or transfer clerks and one or more registrars and may requireany or all certificates representing shares of stock to bear the signature or signatures of any ofthem. Where a certificate is signed (a) by a transfer agent or an assistant or co-transfer agent,(b) by a transfer clerk or (c) by a registrar or co-registrar, the signature thereon of anyauthorized signatory may be facsimile. Where a certificate is signed by a registrar orco-registrar, the signature of any transfer agent or assistant or co-transfer agent thereon may beby facsimile signature of the authorized signatory of such transfer agent or assistant orco-transfer agent. In case any officer or officers of the Company who have signed, or whosefacsimile, engraved or printed signature or signatures have been used on, any such certificate orcertificates shall cease to be such officer or officers, whether because of death, resignation orotherwise, before such certificate or certificates have been delivered by the Company, suchcertificate or certificates may, nevertheless, be issued and delivered as though the person orpersons who signed such certificate or certificates or whose facsimile, engraved or printedsignature or signatures have been used thereon had not ceased to be such officer or officers of theCompany.
Section 3. Lost, Stolen or Destroyed Certificates; Issuance of New Certificates. In case ofloss, theft or destruction of any certificate representing shares of stock or other
securities of the Company, another may be issued, or uncertificated shares may be issued, in itsplace upon satisfactory proof of such loss, theft or destruction and upon the giving of asatisfactory bond of indemnity to the Company and to the transfer agents, transfer clerks andregistrars, if any, of such stock or other securities, as the case may be.
Section 4. Transfer of Shares. Subject to valid transfer restrictions and stop-transferorders, upon surrender to the Company, or a transfer agent, transfer clerk or registrar of theCompany, of a certificate representing shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, the Company may issue a new certificate or newequivalent uncertificated shares, as the case may be, or in the case of uncertificated shares, uponrequest, a certificate representing, or other evidence of, such new equivalent uncertificatedshares, to the person entitled thereto, cancel the old certificate and record the transaction uponits books. Upon receipt of proper transfer instructions from the holder of uncertificated shares,the Company shall cancel such uncertificated shares and issue new equivalent uncertificated shares,or, upon such holders request, a certificate representing, or other evidence of, such newequivalent uncertificated shares, to the person entitled thereto, and record the transaction uponits books. In no event shall a transfer of shares affect the right of the Company to pay anydividend upon the stock to the holder of record thereof for all purposes, and no transfer shall bevalid, except between the parties thereto, until such transfer shall have been made upon the booksof the Company.
Section 5. Registered Shareholders. The Company and its transfer agents, transfer clerks andregistrars, if any, shall be entitled to treat the holder of record of any share or shares as theholder in fact thereof and shall not be bound to recognize any equitable or other claims to, orinterest in, such shares on the part of any other person and shall not be liable for anyregistration or transfer of shares which are registered, or to be registered, in the name of afiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary, ornominee of a fiduciary, is committing a breach of trust in requesting such registration ortransfer, or with knowledge of such facts that its participation therein amounts to bad faith.
The fiscal year of the Company shall end on the Friday nearest June 30 unless and until theBoard of Directors shall otherwise determine.
These By-Laws may be made or altered in any respect in whole or in part by the affirmativevote of the holders of a majority of the shares entitled to vote thereon at any annual or specialmeeting of the shareholders, if notice of the proposed alteration or change to be made is properlybrought before the meeting under these By-Laws. The By-Laws may also be made or altered in anyrespect in whole or in part, by the affirmative vote of the majority of the directors thencomprising the Board of Directors.
I hereby certify that the foregoing is a true and correct copy of the By-Laws of HarrisCorporation as in effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Harris Corporationthis day of , 20 .
Corporate/Assistant Secretary of Harris Corporation