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Bylaws [Form]
Bylaws [Form] (84K)
Doc #119360: Click preview link for longer preview.
FORM OF
BYLAWS OF
MINDSPEED TECHNOLOGIES, INC.
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE IN DELAWARE; RESIDENT AGENT. The
address of the Corporation's registered office in the State of Delaware and the
name and address of its resident agent in charge thereof are as filed with the
Secretary of State of the State of Delaware.
SECTION 2. OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation requires.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders of
the Corporation shall be held at such place, within or without the State of
Delaware, as may from time to time be designated by resolution passed by the
Board of Directors. The Board of Directors may, in its sole discretion,
determine that the meetings shall not be held at any place, but may instead be
held solely by means of remote communication.
SECTION 2. ANNUAL MEETING. An annual meeting of the shareholders for
the election of directors and for the transaction of such other proper business,
notice of which was given in the notice of meeting, shall be held on a date and
at a time as may from time to time be designated by resolution passed by the
Board of Directors.
SECTION 3. SPECIAL MEETINGS. A special meeting of the shareholders
for any purpose or purposes shall be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the whole Board.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by law,
written notice of each meeting of the shareholders, whether annual or special,
shall be mailed, postage prepaid, or sent by electronic transmission, not less
than ten nor more than sixty days before the date of the meeting, to each
shareholder entitled
{PAGE}
to vote at such meeting, at the shareholder's address as it appears on the
records of the Corporation. Every such notice shall state the place, date and
hour of the meeting, the means of remote communications, if any, by which
shareholders and proxy holders may be deemed to be present in person or by proxy
and vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any adjourned meeting of the
shareholders shall not be required to be given, except when expressly required
by law.
SECTION 5. LIST OF SHAREHOLDERS. The Secretary shall, from
information obtained from the transfer agent, prepare and make, at least ten
days before every meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any shareholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (b) during ordinary
business hours, at the principal place of business of the Corporation. In the
event that the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to shareholders of the Corporation. If the
meeting is to be held at a specified place, then the list shall be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any shareholder who is present. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to the
examination of any shareholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
the list shall be provided with the notice of the meeting. The stock ledger
shall be the only evidence as to who are the shareholders entitled to examine
the stock ledger, the list referred to in this section or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. QUORUM. At each meeting of the shareholders, the holders
of a majority of the issued and outstanding stock of the Corporation present
either in person or by proxy shall constitute a quorum for the transaction of
business except where otherwise provided by law or by the Certificate of
Incorporation or by these bylaws for a specified action. Except as otherwise
provided by law, in the absence of a quorum, a majority in interest of the
shareholders of the Corporation present in person or by proxy and entitled to
vote shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until shareholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum may be present, any
119360
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Conexant
As referenced in this Bylaws [Form]:
Conexant Systems, Inc. – of Control" means any of the following occurring
at any time after the distribution of the shares of capital stock of the
Corporation to the holders of capital stock of Conexant Systems, Inc. (the
"Distribution"):
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
_____________
Conexant Systems, Inc. – this subparagraph (a), the following acquisitions shall not
constitute a Change of Control: (v) any acquisition directly from the
Corporation, (w) any acquisition by the Corporation, (x) any acquisition by
Conexant Systems, Inc. , (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant
_____________
Conexant Systems,
Inc. – w) any acquisition by the Corporation, (x) any acquisition by
Conexant Systems, Inc., (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant Systems, Inc.
or (z) any acquisition pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (
_____________
Conexant Systems, Inc. – Systems, Inc., (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant Systems, Inc.
or (z) any acquisition pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Paragraph 14(I)(1); or
(b) Individuals who,
_____________
Conexant Systems, Inc. – proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding Conexant Systems, Inc. , any employee benefit plan (or
related trust) of the Corporation, of Conexant Systems, Inc. or of such
corporation resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20%
_____________
dt 1458825
;
Conexant
As referenced in this Bylaws [Form]:
Conexant Systems, Inc. – of Control" means any of the following occurring
at any time after the distribution of the shares of capital stock of the
Corporation to the holders of capital stock of Conexant Systems, Inc. (the
"Distribution"):
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
_____________
Conexant Systems, Inc. – this subparagraph (a), the following acquisitions shall not
constitute a Change of Control: (v) any acquisition directly from the
Corporation, (w) any acquisition by the Corporation, (x) any acquisition by
Conexant Systems, Inc. , (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant
_____________
Conexant Systems,
Inc. – w) any acquisition by the Corporation, (x) any acquisition by
Conexant Systems, Inc., (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant Systems, Inc.
or (z) any acquisition pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (
_____________
Conexant Systems, Inc. – Systems, Inc., (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation, Conexant Systems,
Inc. or any corporation controlled by the Corporation or Conexant Systems, Inc.
or (z) any acquisition pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Paragraph 14(I)(1); or
(b) Individuals who,
_____________
Conexant Systems, Inc. – proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding Conexant Systems, Inc. , any employee benefit plan (or
related trust) of the Corporation, of Conexant Systems, Inc. or of such
corporation resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20%
_____________
dt 1458900
;
|
Mindspeed
As referenced in this Bylaws [Form]:
MINDSPEED TECHNOLOGIES INC –
MINDSPEED TECHNOLOGIES INC
_____________
MINDSPEED TECHNOLOGIES, INC. –
EX-3.4
5
Exhibit 3.4
[5/13/03]
FORM OF
BYLAWS OF
MINDSPEED TECHNOLOGIES, INC.
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE IN DELAWARE; RESIDENT AGENT. The
address of the Corporation's registered office in the State of Delaware and the
name and address
_____________
dt 1852368
;
Mindspeed
As referenced in this Bylaws [Form]:
MINDSPEED TECHNOLOGIES, INC. –
EX-3.4
5
Exhibit 3.4
[5/13/03]
FORM OF
BYLAWS OF
MINDSPEED TECHNOLOGIES, INC.
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE IN DELAWARE; RESIDENT AGENT. The
address of the Corporation's registered office in the State of Delaware and the
name and address
_____________
dt 1852370
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Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (41K)
Doc #119363: Click preview link for longer preview.
AMENDED AND RESTATED
BYLAWS
OF
AMIS HOLDINGS, INC.
* * * * *
ARTICLE 1
OFFICES
SECTION 1.01. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
SECTION 1.02. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
SECTION 1.03. Books. The books of the Corporation may be kept within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Time and Place of Meetings. All meetings of stockholders
shall be held at such place, either within or without the State of Delaware, on
such date and at such time as may be determined from time to time by the Board
of Directors (or the Chairman in the absence of a designation by the Board of
Directors).
SECTION 2.02. Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended
("DELAWARE
{PAGE}
LAW"), an annual meeting of stockholders, commencing with the year 2001, shall
be held for the election of directors and to transact such other business as may
properly be brought before the meeting. Stockholders may, unless the certificate
of incorporation otherwise provides, act by written consent to elect directors;
provided, however, that, if such consent is less than unanimous, such action by
written consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action.
SECTION 2.03. Special Meetings. Special meetings of stockholders may be
called by the Board of Directors or the Chairman of the Board and shall be
called by the Secretary at the request in writing of holders of record of a
majority of the outstanding capital stock of the Corporation entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
SECTION 2.04. Notice of Meetings and Adjourned Meetings; Waivers of
Notice. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state
the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by Delaware Law, such notice shall be given not less than 10 nor more
than 60 days before the date of the meeting to each stockholder of record
entitled to vote at such meeting. Unless these bylaws otherwise require, when a
meeting is adjourned to another time or place (whether or not a quorum is
present), notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the Corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than 30 days, or after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
(b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
SECTION 2.05. Quorum. Unless otherwise provided under the certificate
of incorporation or these bylaws and subject to Delaware Law, the presence, in
119363
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AMIS
As referenced in this Bylaws [Amended and Restated]:
AMIS HOLDINGS INC –
AMIS HOLDINGS INC
_____________
AMIS HOLDINGS, INC. –
EX-3.6
8
EXHIBIT 3.6
AMENDED AND RESTATED
BYLAWS
OF
AMIS HOLDINGS, INC.
* * * * *
ARTICLE 1
OFFICES
SECTION 1.01. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
SECTION 1.02. Other
_____________
dt 1852669
;
|
AMIS
As referenced in this Bylaws [Amended and Restated]:
AMIS HOLDINGS, INC. –
EX-3.6
8
EXHIBIT 3.6
AMENDED AND RESTATED
BYLAWS
OF
AMIS HOLDINGS, INC.
* * * * *
ARTICLE 1
OFFICES
SECTION 1.01. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
SECTION 1.02. Other
_____________
dt 1849237
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Articles of Association
Articles of Association (83K)
Doc #144786: Click preview link for longer preview.
ARTICLES OF ASSOCIATION OF
BE SEMICONDUCTOR INDUSTRIES N.V.
(informal translation)
{/TABLE}
having its seat in Amsterdam, as they read after the deed of amendment to the
articles of association executed on April 10th, 2003 before H.B.H. Kraak,
civil-law notary in Amsterdam, in respect of which amendment the Minister of
Justice has advised on April 7th, 2003 under number N.V. 530170 that no
objections have become apparent.
ARTICLES OF ASSOCIATION
DEFINITIONS
ARTICLE 1.
In these Articles of Association the following definitions apply:
a. The Company shall mean: BE Semiconductor Industries N.V., registered
in Amsterdam;
b. The Board of Management shall mean: the management of the Company;
c. General Meeting shall mean: both the body formed by shareholders and
others with voting rights as well as the meeting of shareholders and
others with voting rights;
d. Annual Meeting shall mean: the General Meeting with the purpose of
considering and approving the Annual Accounts, the annual report and
any other documents required by law;
e. Subsidiary shall mean:
1. a legal entity in which the Company or one or more of its
Subsidiaries, whether or not pursuant to an agreement with other
persons entitled to vote, can jointly or by itself exercise more
than half of the voting rights at the General Meeting;
2. a legal entity, of which the Company or one or more of its
Subsidiaries are member or shareholder and, whether or not pursuant
to an agreement with other persons entitled to vote, can jointly or
by itself appoint or remove from office more than half of the
members of the board of management or the supervisory board, even if
all the persons entitled to vote cast their votes;
3. a company acting under its own name in which the Company or one or
more of its Subsidiaries, as partner is or are fully liable for the
debts towards creditors;
{PAGE}
-2-
f. Group Company shall mean: a legal entity or a company which is
associated with the Company in a group;
g. Distributable reserves shall mean: that part of the Company's
shareholders' equity which is in excess of the paid-up and called-up
part of the capital, increased by the reserves which are required by
law and by virtue of these Articles of Association;
h. Annual Accounts shall mean: the balance sheet, the profit and loss
account and the explanatory notes to these accounts;
i. Official Price List ("Officiele Prijscourant"): the Official Price
List of the Amsterdam Exchanges N.V. or any official publication which
takes its place;
j. Rules relating to securities ("Fondsenreglement"): Rules relating to
securities of the AEX-Effectenbeurs N.V.;
k. Dependent Company:
- a legal entity of which at least half of its issued capital has been
provided, solely or jointly and for own account, by the company or
one or more of its dependent companies;
- a company of which a business enterprise has been filed and
registered with the trade register and for which the company or a
dependent company thereof is fully liable as a partner towards third
parties for all debts incurred.
l. Works Council:
the works council of the business enterprise of the Company or of the
business enterprise of a Dependent Company;
m. Enterprise division:
the enterprises division of the Amsterdam court of law.
NAME AND SEAT
ARTICLE 2.
1. The name of the Company is: BE Semiconductor Industries N.V..
2. Its registered seat is in Amsterdam.
3. The Company may have branch offices and branch establishments
elsewhere, both at home and abroad.
4. Articles 158 through 164 of Book 2 of the Dutch Civil Code will be
applicable to the Company.
DURATION
ARTICLE 3.
The Company has been incorporated for an indefinite period of time.
144786
|
BE Semiconductor
As referenced in this Articles of Association:
BE SEMICONDUCTOR INDUSTRIES N –
{DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}3
{FILENAME}b46820beexv4w1.txt
{DESCRIPTION}ARTICLES OF ASSOCIATION
{TEXT}
{PAGE}
.
.
.
Exhibit 4.1
-1-
{TABLE}
{S} {C}
ARTICLES OF ASSOCIATION OF
BE SEMICONDUCTOR INDUSTRIES N .V.
(informal translation)
{/TABLE}
having its seat in Amsterdam, as they read after the deed of amendment to the
articles of association executed on April 10th, 2003 before H.
_____________
BE Semiconductor Industries N – number N.V. 530170 that no
objections have become apparent.
ARTICLES OF ASSOCIATION
DEFINITIONS
ARTICLE 1.
In these Articles of Association the following definitions apply:
a. The Company shall mean: BE Semiconductor Industries N .V., registered
in Amsterdam;
b. The Board of Management shall mean: the management of the Company;
c. General Meeting shall mean: both the body formed by shareholders and
others
_____________
BE Semiconductor Industries N – business enterprise of a Dependent Company;
m. Enterprise division:
the enterprises division of the Amsterdam court of law.
NAME AND SEAT
ARTICLE 2.
1. The name of the Company is: BE Semiconductor Industries N .V..
2. Its registered seat is in Amsterdam.
3. The Company may have branch offices and branch establishments
elsewhere, both at home and abroad.
4. Articles 158 through 164
_____________
dt 1458619
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Memorandum and Articles of Association
Memorandum and Articles of Association (159K)
Doc #148783: Click preview link for longer preview.
Memorandum of Association
of
Cookson Group p.l.c
The name of the Company is Cookson Group p.l.c..*(1)
The Company is to be a public company.
The registered office of the Company will be situate in England.
The objects for which the Company is established are as follows:
(1)
(A)
to carry on, operate, manage or direct one or more businesses in the fields of (i) circuitry products, electronic laminates, industrial joining materials; (ii) refractory products, ceramic supplies and minerals; (iii) precious metals; (iv) battery separators; (v) fabricated plastic products and plastic additives;
(B)
to carry on, operate, manage or direct any other business, manufacture or trade which may seem to the Company or its Directors to be in the Companys interest to carry on whether or not in connection with any of the businesses described herein; and
(C)
to carry on the business of a holding company and to co-ordinate, finance and manage all or any part of the businesses and operations of any and all companies controlled directly or indirectly by the Company or in which the Company is interested, whether as a shareholder or otherwise and whether directly or indirectly.
(2)
To purchase or otherwise acquire and undertake all or any part of the business, property, rights and liabilities of Goodlass Wall & Company Limited and Associated
*(1)
1.
The original name of the Company GOODLASS WALL AND LEAD INDUSTRIES LIMITED was changed to LEAD INDUSTRIES GROUP LIMITED on 30 December 1966.
2.
The name of the Company was changed from LEAD INDUSTRIES GROUP LIMITED to LEAD INDUSTRIES GROUP p.l.c. on 22 February 1982.
3.
The name of the Company was further changed from LEAD INDUSTRIES GROUP p.l.c. to COOKSON GROUP p.l.c. on 1 September 1982.
1
Lead Manufacturers Limited and all or any of their respective subsidiary companies or all or any of the shares of all or any such subsidiary companies.
(3)
To subscribe for, either absolutely or conditionally, or otherwise acquire and hold and to underwrite the issue of shares, stocks, debentures, debenture stock or other obligations of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company, and to sell, re-issue, with or without guarantee, or otherwise deal with the same.
(4)
To carry on all or any of the businesses of contractors, timber merchants, importers, exporters, agents of all kinds, engineers, ship owners, charterers of ships or other vessels, ship brokers, warehousemen, storekeepers, merchants, carriers and forwarding agents, lightermen and wharfingers.
(5)
To buy, sell, manufacture, repair, alter and exchange, let on hire, export and deal in all kinds of articles and things which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of the said businesses.
(6)
To receive money, valuables and goods and materials of all kinds on deposit or for safe custody.
(7)
To manufacture and generate gas and electricity and apply the same for the purpose of lighting or as motive power, and to manufacture, render saleable and sell any residual or by-products obtained in such manufacture or generation and to construct and maintain works, apparatus and appliances convenient or necessary therefor.
(8)
To lay out land for building purposes, or to build on, improve, let on building or other leases, advance money to persons building on or otherwise develop the same in such manner as may seem best calculated to advance the Companys interests.
(9)
To construct, carry out, maintain, improve, develop, work, control, manage, and superintend any lands, plantations, waterworks, reservoirs, roads, ways, tramways, railways, canals, bridges, watercourses, aqueducts, quarries, fences, banks, dams, sluices, docks, wharves, furnaces, mills, hydraulic works, smelting works, refining works, extracting works, wireless stations, factories, warehouses, shops and other works and conveniences which may seem directly or indirectly conducive to any of the Companys objects, and to contribute to, subsidise or otherwise assist or take part in any such operations.
(10)
To enter into or purchase the benefit of any contracts for the manufacture by some other person or company of any of the things which this Company has power to manufacture and deal in, and also to purchase the benefit of any contract to supply any person or company with any such things, and to make arrangements with any person or company for the concession of any special rights, privileges and advantages.
(11)
To purchase or otherwise acquire and undertake all or any part of the business, property, rights and liabilities of any person or company, and to pay for any business, property or rights acquired by the Company wholly or partially in shares,
148783
|
Cookson
As referenced in this Memorandum and Articles of Association:
Cookson Group p – dex11.htm MEMORANDUM AND ARTICLES OF ASSOCIATION OF COOKSON
Exhibit 1.1
No. 251977
The Companies Acts 1948 to 1985
COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
Cookson Group p .l.c.
Incorporated 12 November 1930
THE COMPANIES ACTS 1948 TO 1985
COMPANY LIMITED BY SHARES
Memorandum of Association
of
Cookson Group p.l.c
The name of the
_____________
Cookson Group p – SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
Cookson Group p.l.c.
Incorporated 12 November 1930
THE COMPANIES ACTS 1948 TO 1985
COMPANY LIMITED BY SHARES
Memorandum of Association
of
Cookson Group p .l.c
The name of the Company is Cookson Group p.l.c..*(1)
The Company is to be a public company.
The registered office of the Company will
_____________
Cookson Group p – c.
Incorporated 12 November 1930
THE COMPANIES ACTS 1948 TO 1985
COMPANY LIMITED BY SHARES
Memorandum of Association
of
Cookson Group p.l.c
The name of the Company is Cookson Group p .l.c..*(1)
The Company is to be a public company.
The registered office of the Company will be situate in England.
The objects for which the Company is
_____________
COOKSON GROUP p – GROUP LIMITED to LEAD INDUSTRIES GROUP p.l.c. on 22 February 1982.
3.
The name of the Company was further changed from LEAD INDUSTRIES GROUP p.l.c. to COOKSON GROUP p .l.c. on 1 September 1982.
1
Lead Manufacturers Limited and all or any of their respective subsidiary companies or all or any of the shares of all or
_____________
Cookson Group p – to Roney & Co
42 New Broad Street,
LONDON EC2
LINKLATERS
One Silk Street
London EC2Y 8HQ
Tel: (+44) 171 456 2000
Minute approved by the Court
The capital of Cookson Group p lc was by virtue of a Special Resolution and with the sanction of an Order of the High Court of Justice dated 29 July 1998 reduced from 478,000,000 (
_____________
dt 1458972
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By-Laws
By-Laws (38K)
Doc #152327: Click preview link for longer preview.
ANALOG DEVICES, INC.
BY-LAWS
ARTICLE I- STOCKHOLDERS
1. PLACE OF MEETINGS. All meetings of stockholders shall be held within
Massachusetts unless the Articles of Organization permit the holding of
stockholder meetings outside Massachusetts, in which event such meetings may be
held either within or without Massachusetts. Meetings of stockholders shall be
held at the principal office of the corporation unless a different place is
fixed by the Directors or the President and stated in the notice of the meeting.
2. ANNUAL MEETINGS. The annual meeting of stockholders shall be held on
such date, within six months after the end of the fiscal year of the
corporation, and at such hour and place as shall be fixed by the Board of
Directors of the corporation. The purposes for which the annual meeting is to be
held, in addition to those prescribed by law, by the Articles of Organization or
by these By-Laws, may be specified by the Board of Directors or the President.
3. SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting (the "Voting Stock"), special meetings shall be called by
the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk,
by any other officer. For purposes of this Section 3, the "Required Percentage"
shall be 80% or such lesser percentage as shall constitute the maximum
percentage permitted by law for this purpose. Any request for a call of a
special meeting of stockholders ("Call") by the holders of the Required
Percentage of the Voting Stock shall be governed by and subject to the
following:
(a) Any stockholder of record seeking to solicit requests for a Call
pursuant to this Section 3 shall so notify the Clerk of the corporation in
writing, and such written notification shall set forth the reason or reasons for
the Call and the purpose or purposes of such special meeting.
(b) No solicitation of stockholder requests for a Call ("Call
Solicitation") may be commenced (i) before the Call Request Record Date, as
defined in paragraph (c) of this Section 3, or (ii) during the period of 120
days following the most recent meeting of the stockholders of the corporation.
(c) In order that the corporation may determine the stockholders
entitled to request a Call, the Board of Directors of the corporation shall fix
a record date (the "Call Request Record Date"). Any stockholder of record
seeking to solicit stockholder requests for a Call shall, with delivery to the
corporation of the written information specified in paragraph (a), request in
writing that the Board of Directors fix the Call Request Record Date. The Board
of Directors shall, within 10 days after the date on which such request is
received, adopt a resolution fixing the Call Request Record Date, and such Call
Request Record Date shall be not more than 10 days after the date upon which
{PAGE}
such resolution is adopted by the Board of Directors.
(d) All requests for a Call and revocations thereof shall be delivered
to the corporation no later than the 30th day (the "Delivery Date") after the
Call Request Record Date.
(e) Any stockholder may revoke a prior request for a Call or opposition
to a Call by an instrument in writing delivered prior to the Delivery Date.
(f) Promptly after the Delivery Date, requests for a Call and
revocations thereof shall be counted and verified by an independent party
selected by the corporation.
(g) If, in response to any Call Solicitation, the holders of record of
the Required Percentage of the Voting Stock as of the Call Request Record Date
submit valid and unrevoked requests for a Call no later than the Delivery Date,
the Board of Directors of the corporation shall fix a record date pursuant to
Section 4 of Article I hereof and a meeting date for the special meeting,
PROVIDED that the date to be fixed for such meeting shall be no earlier than 60
days or later than 90 days after the Delivery Date, and PROVIDED FURTHER that
the Board of Directors shall not be obligated to fix a meeting date or to hold
any meeting of stockholders within 60 days of the next scheduled meeting of the
stockholders of the corporation.
(h) In the absence of a quorum at any special meeting called pursuant to
a Call Solicitation, such special meeting may be postponed or adjourned from
time to time only by the officer of the corporation entitled to preside at such
meeting.
(i) If a Call Solicitation does not receive the support of the holders
of record of the Required Percentage of the Voting Stock, no subsequent Call may
be made or solicited by any stockholder during a period of 90 days after the
Delivery Date.
4. NOTICE OF MEETINGS. Except as provided in Section 3 of this Article
I, a written notice of every meeting of stockholders, stating the place, date
and hour thereof, and the purposes for which the meeting is to be held, shall be
given by the Clerk or other person calling the meeting at least seven days
before the meeting to each stockholder entitled to vote thereat and to each
stockholder who, by law, by the Articles of Organization or by these By-Laws, is
entitled to such notice, by leaving such notice with him or at his residence or
usual place of business, or by mailing it postage prepaid and addressed to him
at his address as it appears upon the books of the corporation. Whenever any
notice is required to be given to a stockholder by law, by the Articles of
Organization or by these By-Laws, no such notice need to be given if a written
waiver of notice, executed before or after the meeting by the stockholder or his
attorney thereunto duly authorized, is filed with the records of the meeting.
5. QUORUM. Unless the Articles of Organization otherwise provide, a
majority in interest of all stock issued, outstanding and entitled to vote on
any matter shall constitute a quorum with respect to that matter, except that if
two or more classes of stock are outstanding and entitled to vote as separate
classes, then in the case of each such class a quorum shall consist of a
majority in interest of the stock of that class issued, outstanding and entitled
to vote.
152327
|
Analog Devices
As referenced in this By-Laws:
ANALOG DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}3
{FILENAME}b45351adexv3w2.txt
{DESCRIPTION}EX-3.2 BY LAWS OF THE REGISTRANT
{TEXT}
{PAGE}
EXHIBIT 3.2
ANALOG DEVICES, INC.
BY-LAWS
ARTICLE I- STOCKHOLDERS
1. PLACE OF MEETINGS. All meetings of stockholders shall be held within
Massachusetts unless the Articles of Organization permit the holding of
stockholder meetings
_____________
Analog Devices, Inc. – defined in such Chapter
110D).
{PAGE}
AMENDMENT TO BY-LAWS
By action of the Board of Directors on January 24, 2003, Article I,
Section 7 of the By-Laws of Analog Devices, Inc. is hereby deleted in its
entirety and the following provision is implemented in lieu thereof:
7. Voting and Proxies. Each stockholder shall have one vote for each share of
_____________
dt 1470408
;
|
Analog Devices
As referenced in this By-Laws:
ANALOG DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-3.2
{SEQUENCE}3
{FILENAME}b45351adexv3w2.txt
{DESCRIPTION}EX-3.2 BY LAWS OF THE REGISTRANT
{TEXT}
{PAGE}
EXHIBIT 3.2
ANALOG DEVICES, INC.
BY-LAWS
ARTICLE I- STOCKHOLDERS
1. PLACE OF MEETINGS. All meetings of stockholders shall be held within
Massachusetts unless the Articles of Organization permit the holding of
stockholder meetings
_____________
Analog Devices, Inc. – defined in such Chapter
110D).
{PAGE}
AMENDMENT TO BY-LAWS
By action of the Board of Directors on January 24, 2003, Article I,
Section 7 of the By-Laws of Analog Devices, Inc. is hereby deleted in its
entirety and the following provision is implemented in lieu thereof:
7. Voting and Proxies. Each stockholder shall have one vote for each share of
_____________
dt 1459695
|
| Preview
Full Doc
| 2003 |
Limited Liability Company Operating Agreement [Amended and Restated]
Limited Liability Company Operating Agreement [Amended and Restated] (323K)
Doc #161862: Click preview link for longer preview.
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
FASL LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this Agreement) is made and entered into as of the 30th day of June, 2003 (the Launch Date), by and between AMD Investments, Inc., a Delaware corporation (AMD Member), and Fujitsu Microelectronics Holding, Inc., a Delaware corporation (Fujitsu Member), for the purpose of amending and restating the terms of the Limited Liability Company Operating Agreement dated May 15, 2003 (the Original Agreement) of FASL LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the Act). In addition, Advanced Micro Devices, Inc., a Delaware corporation (AMD), and Fujitsu Limited, a corporation organized under the laws of Japan (Fujitsu), are entering into this Agreement as of the date first set forth above and are parties hereto not in the capacity of Members of the Company but in order to receive the benefit of and be bound by the applicable provisions hereof.
ARTICLE 1.
ORGANIZATIONAL MATTERS
1.1
Continuation
The Company was formed under the Act on April 15, 2003 by filing a Certificate of Formation of the Company (the Certificate) in the Office of the Secretary of State of the State of Delaware as required by the Act. The Members hereby continue the Company under the Act for the purposes and upon the terms and conditions hereinafter set forth and amend and restate the Original Agreement as set forth herein. AMD Member hereby continues as a Member of the Company, and Fujitsu Member is admitted to the Company as a Member upon its execution of this Agreement. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise expressly provided herein. In the event of any inconsistency between any terms and conditions contained in this Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Agreement shall govern. If any provision of this Agreement is prohibited or ineffective under the Act, this Agreement will be considered amended to the smallest degree possible in order to make such provision effective under the Act. Subject to the provisions hereof, the Board of Managers may execute and file, or cause an Officer of the Company to file, any duly authorized amendments to the Certificate from time to time in a form prescribed by the Act. The Board of Managers shall also cause to be made, on behalf of the Company, such additional filings and recordings as the Board of Managers shall deem necessary or advisable.
1.2
Name
The name of the Company shall be FASL LLC. The Company may also conduct business at the same time under one or more fictitious names if the Board of Managers determine that such is in the best interests of the Company. The Board of Managers, including by a Special
1
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Vote for so long as Fujitsu Members Percentage Interest is greater than twenty percent (20%), may change the name of the Company, from time to time, in accordance with Applicable Law.
1.3
Principal Place of Business; Other Places of Business
The principal place of business of the Company is located in Sunnyvale, California or may be such other place within or outside the State of Delaware as the Board of Managers may from time to time designate. The Company may maintain offices and places of business at such other place or places within or outside the State of Delaware, but in all events within the United States, as the Board of Managers deem advisable.
1.4
Business Purpose
The purpose of the Company shall be the (a) development, manufacture and sale of semiconductor devices (including single chip or multiple chip products), a substantial function of which is code and/or data storage; (b) entry into any other lawful business, purpose or activity in which a limited liability company may be engaged under Applicable Law (including, without limitation, the Act) as the Members may determine from time to time, subject to and in accordance with the terms of this Agreement; and (c) entry into any lawful transaction and engagement in any lawful activities in furtherance of the foregoing purposes and as may be necessary, incidental or convenient to carry out the business of the Company as contemplated by this Agreement.
1.5
Designated Agent for Service of Process
The Company shall continuously maintain a registered office and a designated and duly qualified agent for service of process on the Company in the State of Delaware. As of the date hereof, the address of the registered office of the Company in the State of Delaware is Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
1.6
Term
The Company shall continue until the Company is terminated, dissolved or liquidated in accordance with this Agreement and the Act. Notwithstanding the dissolution of the Company, the existence of the Company shall continue until termination pursuant to and as provided in Article 10 of this Agreement.
ARTICLE 2.
DEFINITIONS
Capitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:
Act is defined in the preamble.
161862
|
AMD
As referenced in this Limited Liability Company Operating Agreement [Amended and Restated]:
Advanced Micro Devices, Inc. – the Original Agreement) of FASL LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the Act). In addition, Advanced Micro Devices, Inc. , a Delaware corporation (AMD), and Fujitsu Limited, a corporation organized under the laws of Japan (Fujitsu), are entering into this Agreement as of the date first set forth above
_____________
ADVANCED MICRO DEVICES, INC. – INC.
By:
/s/ Thomas M. McCoy
Name:
Thomas M. McCoy
Title:
Vice President and Secretary
FUJITSU MICROELECTRONICS
HOLDING, INC.
By:
/s/ Kazuo Iida
Name:
Kazuo Iida
Title:
President
NON-MEMBERS
ADVANCED MICRO DEVICES, INC.
By:
/s/ Thomas M. McCoy
Name:
Thomas M. McCoy
Title:
Senior Vice President, General Counsel
Address:
One AMD Place
Sunnyvale, California 94086
Facsimile:
(408) 774-7399
FUJITSU LIMITED
By:
/
_____________
dt 1469423
;
AMD
As referenced in this Limited Liability Company Operating Agreement [Amended and Restated]:
Advanced Micro Devices, Inc. – the Original Agreement) of FASL LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, as amended from time to time (the Act). In addition, Advanced Micro Devices, Inc. , a Delaware corporation (AMD), and Fujitsu Limited, a corporation organized under the laws of Japan (Fujitsu), are entering into this Agreement as of the date first set forth above
_____________
ADVANCED MICRO DEVICES, INC. – INC.
By:
/s/ Thomas M. McCoy
Name:
Thomas M. McCoy
Title:
Vice President and Secretary
FUJITSU MICROELECTRONICS
HOLDING, INC.
By:
/s/ Kazuo Iida
Name:
Kazuo Iida
Title:
President
NON-MEMBERS
ADVANCED MICRO DEVICES, INC.
By:
/s/ Thomas M. McCoy
Name:
Thomas M. McCoy
Title:
Senior Vice President, General Counsel
Address:
One AMD Place
Sunnyvale, California 94086
Facsimile:
(408) 774-7399
FUJITSU LIMITED
By:
/
_____________
dt 1465678
;
FASL LLC;
| AMD Investments, Inc.;
Fujitsu Microelectronics Holding, Inc.;
Fujitsu Limited
|
| Preview
Full Doc
| 2003 |
Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (51K)
Doc #169191: Click preview link for longer preview.
AMENDED AND RESTATED
BYLAWS
OF
ATHEROS COMMUNICATIONS, INC.
(a Delaware corporation)
ARTICLE 1
Meeting of Stockholders
1.1 Place of Meeting. Meetings of stockholders may be held at such place, either within or without of the State of Delaware, as may be designated by or in the manner provided in these bylaws, or, if not so designated, at the registered office of the corporation or the principal executive offices of the corporation.
1.2 Annual Meeting. Annual meetings of stockholders shall be held each year at such date and time as shall be designated from time to time by the Board of Directors or the President and stated in the notice of the meeting. At such annual meeting, the stockholders shall elect by a plurality vote a Board of Directors. The stockholders shall also transact such other business as may properly be brought before the meetings.
To be properly brought before the annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or the President, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or the President, or (c) otherwise properly brought before the meeting by a stockholder of record. In addition to any other applicable requirements, for business to be properly brought before the annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholders notice must be delivered by a nationally recognized courier service or mailed by first-class United States mail, postage or delivery charges prepaid, and received at the principal executive offices of the corporation, addressed to the attention of the Secretary of the corporation, not less than 60 days nor more than 90 days prior to the scheduled date of the meeting (regardless of any postponements, deferrals or adjournments of that meeting to a later date); provided, however, that in the event that less than 75 days notice or prior public disclosure of the date of the scheduled meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the earlier of (a) the close of business on the 15th day following the day on which such notice of the date of the scheduled annual meeting was mailed or such public disclosure was made, whichever first occurs, and (b) two days prior to the date of the scheduled meeting. A stockholders notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class, series and number of shares of the corporation that are owned beneficially by the stockholder, and (iv) any material interest of the stockholder in such business.
1
Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section; provided, however, that nothing in this Section shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting.
The Chairman of the Board of Directors of the corporation (or such other person presiding at the meeting in accordance with these bylaws) shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
1.3 Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, by the President or Secretary only at the request of the Chairman of the Board or Chief Executive Officer of the corporation or by a resolution duly adopted by the affirmative vote of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
1.4 Notice of Meetings. Written notice of stockholders meetings, stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which such special meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting.
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith.
1.5 List of Stockholders. The officer in charge of the stock ledger of the corporation or the transfer agent shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held, which place, if other than the place of the meeting, shall be specified in the notice of the meeting. The list shall also be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present in person thereat.
169191
|
Atheros
As referenced in this Bylaws [Amended and Restated]:
ATHEROS COMMUNICATIONS, INC. – Amended and Restated Bylaws of the Registrant
EX-3.4 6 dex34.htm FORM OF AMENDED AND RESTATED BYLAWS OF THE REGISTRANT
EXHIBIT 3.4
AMENDED AND RESTATED
BYLAWS
OF
ATHEROS COMMUNICATIONS, INC.
(a Delaware corporation)
TABLE OF CONTENTS
Page
ARTICLE 1 Meeting of Stockholders
1
1.1
Place of Meeting
1
1.2
Annual Meeting
1
1.3
Special Meetings
2
_____________
ATHEROS COMMUNICATIONS, INC. – Notices
9
4.1
Delivery
9
4.2
Waiver of Notice
9
ARTICLE 5 Indemnification
10
5.1
Actions Other Than By or in the Right of the Corporation
10
ATHEROS COMMUNICATIONS, INC.
AMENDED AND RESTATED BYLAWS
- i -
TABLE OF CONTENTS
(continued)
Page
5.2
Actions By or in the Right of the Corporation
10
5.3
Success on the Merits
10
_____________
ATHEROS COMMUNICATIONS, INC. – Fiscal Year
14
8.6
Execution of Corporate Contracts and Instruments
14
8.7
Representation of Shares of Other Corporations
14
ARTICLE 9 Amendments
15
AMENDED AND RESTATED
BYLAWS
OF
ATHEROS COMMUNICATIONS, INC.
(a Delaware corporation)
ARTICLE 1
Meeting of Stockholders
1.1 Place of Meeting. Meetings of stockholders may be held at such place, either within or without of the State
_____________
dt 1458491
;
|
Atheros
As referenced in this Bylaws [Amended and Restated]:
ATHEROS COMMUNICATIONS, INC. – Amended and Restated Bylaws of the Registrant
EX-3.4 6 dex34.htm FORM OF AMENDED AND RESTATED BYLAWS OF THE REGISTRANT
EXHIBIT 3.4
AMENDED AND RESTATED
BYLAWS
OF
ATHEROS COMMUNICATIONS, INC.
(a Delaware corporation)
TABLE OF CONTENTS
Page
ARTICLE 1 Meeting of Stockholders
1
1.1
Place of Meeting
1
1.2
Annual Meeting
1
1.3
Special Meetings
2
_____________
ATHEROS COMMUNICATIONS, INC. – Notices
9
4.1
Delivery
9
4.2
Waiver of Notice
9
ARTICLE 5 Indemnification
10
5.1
Actions Other Than By or in the Right of the Corporation
10
ATHEROS COMMUNICATIONS, INC.
AMENDED AND RESTATED BYLAWS
- i -
TABLE OF CONTENTS
(continued)
Page
5.2
Actions By or in the Right of the Corporation
10
5.3
Success on the Merits
10
_____________
ATHEROS COMMUNICATIONS, INC. – Fiscal Year
14
8.6
Execution of Corporate Contracts and Instruments
14
8.7
Representation of Shares of Other Corporations
14
ARTICLE 9 Amendments
15
AMENDED AND RESTATED
BYLAWS
OF
ATHEROS COMMUNICATIONS, INC.
(a Delaware corporation)
ARTICLE 1
Meeting of Stockholders
1.1 Place of Meeting. Meetings of stockholders may be held at such place, either within or without of the State
_____________
dt 1458500
|
| Preview
Full Doc
| 2003 |
Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (74K)
Doc #169791: Click preview link for longer preview.
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of DayStar Technologies, Inc. (the Corporation) will be in Wilmington, Delaware. The name of the registered agent of the Corporation at such location is The Corporation Trust Company.
Section 1.2 Principal Place of Business and Other Offices
The Corporations principal place of business will be in Grass Valley, California. The Board of Directors from time to time may establish other offices at any place or places where the Corporation is qualified to do business.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meetings
Meetings of stockholders will be held at any place, within or outside of the State of Delaware, designated by the Board of Directors.
Section 2.2 Annual Meeting
(a) Except as otherwise required by law or regulation, no business proposed by a stockholder to be considered at an annual meeting of the stockholders (including the nomination of any person to be elected as a director of the Corporation) will be considered by the stockholders at that meeting unless, no later than sixty (60) days before the annual meeting of stockholders or (if later) ten (10) days after the first public notice of that meeting is sent to stockholders, the Corporation receives from the stockholder proposing that business a written notice that sets forth: (1) the nature of the proposed business with reasonable particularity, including the exact text of any proposal to be presented for adoption, and the reasons for conducting that business at the annual meeting; (2) with respect to each such stockholder, that stockholders name and address (as they appear on the records of the Corporation), business address and telephone number, residence address and telephone number, and the number of shares of each class of stock of the Corporation beneficially owned by that stockholder; (3) any interest of the stockholder in the proposed business; (4) the name or names of each person nominated by the stockholder to be elected or re-elected as a director, if any; and (5) with respect
Amended and Restated Bylaws
Page 5
to each nominee, that nominees name, business address and telephone number, and residence address and telephone number, the number of shares, if any, of each class of stock of the Corporation owned directly and beneficially by that nominee, and all information relating to that nominee that is required to be disclosed in solicitations of proxies for elections of directors, or is other required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any provision of law subsequently replacing Regulation 14A, together with a duly acknowledged letter signed by the nominee stating his or her acceptance of the nomination by that stockholder, stating his or her intention to serve as a director if elected, and consenting to being named as a nominee for director in any proxy statement relating to such election. The person presiding at the annual meeting will determine whether business (including the nomination of any person as a director) has been properly brought before the meeting and, if the facts so warrant, will not permit any business (or voting with respect to any particular nominee) to be transacted that has not been properly brought before the meeting. Notwithstanding any other provision of the Corporations Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) or any provision of law that might otherwise permit a lesser or no vote, and in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of not less than 66.67% of the voting power of the then outstanding shares of capital stock entitled to vote thereon (the Voting Stock), voting together as a single class, will be required to amend or repeal, or to adopt a provision inconsistent with, this Section 2.2.
(b) Annual meetings of stockholders will be held at such date and time as will be designated by the Board of Directors and stated in the notice of the meeting.
(c) At each annual meeting of stockholders, the stockholders, voting as provided in the Certificate of Incorporation or in these Amended and Restated Bylaws, will elect directors to succeed directors whose terms are expiring, each such director to hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
Section 2.3 Special Meetings
A special meeting of stockholders may be called at any time by: (a) the Board of Directors; (b) the Chairman of the Board; (c) the President; (d) the Chief Executive Officer; or (e) one or more stockholders holding shares in the aggregate entitled to cast not less than 30 percent of the votes at the meeting.
Section 2.4 Notice of Meetings
All notices of meetings of stockholders will be in writing and will be given in accordance with Section 2.5 of these Amended and Restated Bylaws to each stockholder entitled to vote at such meeting not fewer than 10 nor more than 60 days before the date of the meeting. The notice will specify the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
169791
|
DayStar
As referenced in this Bylaws [Amended and Restated]:
DAYSTAR TECHNOLOGIES, INC. –
Registrant's Amended and Restated Bylaws
EX-3.2 5 dex32.htm REGISTRANT'S AMENDED AND RESTATED BYLAWS
EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
a Delaware Corporation
TABLE OF CONTENTS
Page
ARTICLE 1 CORPORATE OFFICES
5
Section 1.1
Registered Office
5
Section 1.2
Principal Place of Business and Other Offices
5
_____________
DAYSTAR TECHNOLOGIES, INC. – 5
Fiscal Year
27
Section 10.6
Seal
27
Section 10.7
Registered Stockholders
27
ARTICLE 11 AMENDMENTS
27
Amended and Restated Bylaws
Page 3
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of DayStar Technologies, Inc. (the Corporation) will be in Wilmington, Delaware. The name of the registered agent
_____________
DayStar Technologies, Inc. – 11 AMENDMENTS
27
Amended and Restated Bylaws
Page 3
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of DayStar Technologies, Inc. (the Corporation) will be in Wilmington, Delaware. The name of the registered agent of the Corporation at such location is The Corporation Trust Company.
Section 1.2 Principal Place
_____________
DayStar Technologies, Inc. – amendment or the new Bylaws will be copied in the Corporations minute book with the original Bylaws.
Amended and Restated Bylaws
Page 27
CERTIFICATE OF SECRETARY
The undersigned, Secretary of DayStar Technologies, Inc. , a Delaware corporation, certifies that the attached Amended and Restated Bylaws were duly adopted by the Corporations Board of Directors at a special meeting held on November 6, 2003.
/
_____________
dt 1459139
;
|
DayStar
As referenced in this Bylaws [Amended and Restated]:
DAYSTAR TECHNOLOGIES, INC. –
Registrant's Amended and Restated Bylaws
EX-3.2 5 dex32.htm REGISTRANT'S AMENDED AND RESTATED BYLAWS
EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
a Delaware Corporation
TABLE OF CONTENTS
Page
ARTICLE 1 CORPORATE OFFICES
5
Section 1.1
Registered Office
5
Section 1.2
Principal Place of Business and Other Offices
5
_____________
DAYSTAR TECHNOLOGIES, INC. – 5
Fiscal Year
27
Section 10.6
Seal
27
Section 10.7
Registered Stockholders
27
ARTICLE 11 AMENDMENTS
27
Amended and Restated Bylaws
Page 3
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of DayStar Technologies, Inc. (the Corporation) will be in Wilmington, Delaware. The name of the registered agent
_____________
DayStar Technologies, Inc. – 11 AMENDMENTS
27
Amended and Restated Bylaws
Page 3
AMENDED AND RESTATED BYLAWS
OF
DAYSTAR TECHNOLOGIES, INC.
ARTICLE 1
CORPORATE OFFICES
Section 1.1 Registered Office
The registered office of DayStar Technologies, Inc. (the Corporation) will be in Wilmington, Delaware. The name of the registered agent of the Corporation at such location is The Corporation Trust Company.
Section 1.2 Principal Place
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DayStar Technologies, Inc. – amendment or the new Bylaws will be copied in the Corporations minute book with the original Bylaws.
Amended and Restated Bylaws
Page 27
CERTIFICATE OF SECRETARY
The undersigned, Secretary of DayStar Technologies, Inc. , a Delaware corporation, certifies that the attached Amended and Restated Bylaws were duly adopted by the Corporations Board of Directors at a special meeting held on November 6, 2003.
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BYLAWS
OF
ADAPTEC, INC.
ARTICLE I
CORPORATE OFFICES
1.1 REGISTERED OFFICE
The registered office of the corporation shall be fixed in the certificate of incorporation of the corporation.
1.2 OTHER OFFICES
The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS
Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. In the absence of any such designation, stockholders meetings shall be held at the principal executive office of the corporation.
2.2 ANNUAL MEETING
The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of stockholders shall be held on the fourth Thursday of August in each fiscal year at 9:30 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At the meeting, directors shall be elected and any other proper business may be transacted.
2.3 SPECIAL MEETING
A special meeting of the stockholders may be called at any time by the board of directors, the chairman of the board, the chief executive officer, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.
If a special meeting is called by any person or persons other than the board of directors, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the chief executive officer, the president, the chief operating officer, any corporate vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.
2.4 NOTICE OF STOCKHOLDERS MEETINGS
All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, management intends to present for election.
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Written notice of any meeting of stockholders shall be given either personally, by first-class mail, by third-class mail, but only if the Corporation has outstanding shares held of record by five hundred (500) or more persons, or by telegraphic or other written communication. Notices not personally delivered shall be sent postage prepaid and shall be addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at such time as it is delivered personally or deposited in the mail or sent by telegram or other means of written communication.
An affidavit of the mailing or other means of giving any notice of any stockholders meeting, executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.
2.6 QUORUM
The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the certificate of incorporation. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
When a quorum is present at any meeting, the affirmative vote of holders of a the majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the laws of the State of Delaware or of the certificate of incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of the question.
2.7 ADJOURNED MEETING; NOTICE
Any stockholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 2.6 of these bylaws.
When any meeting of stockholders, either annual or special, is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockhold |