UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_________________
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event
reported) March 29,
2008
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COMPUTER
SCIENCES CORPORATION
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(Exact
name of Registrant as specified in its charter)
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Nevada
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1-4850
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95-2043126
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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3170
Fairview Park Drive
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22042
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Falls
Church, Virginia
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(Zip
Code)
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code (703)
876-1000
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction
A.2. below):
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ] Pre-commencement
communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers |
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Effective
March 29, 2008, the Board of Directors elected three executives as
corporate officers. None of the executives has previously
served as an officer of the Company. The executives and their
new positions are as follows:
(i) William
L. Deckelman, Jr., Vice President, General Counsel and
Secretary;
(ii) Gawie
M. Nienaber, Vice President and Associate General Counsel;
and
(iii) Nathan
(Gus) Siekierka, Vice President, Human Resources.
Hayward
D. Fisk, the prior Vice President, General Counsel and Secretary, will
remain a Vice President until his retirement later in the
year.
Mr.
Deckelman, 50, joined the Company in January 2008. Prior to
joining the Company, he was employed by Affiliated Computer Services, Inc.
("ACS") from 2000 through 2007 as Executive Vice President, General
Counsel and Secretary, and from 1989 through March 1994 as Senior Vice
President, General Counsel and Secretary. He served as a member
of the ACS Board of Directors from 2000 through 2003. From 1995
through 1999, Mr. Deckelman practiced law in Austin and Dallas, Texas,
specializing in corporate and securities law, mergers and acquisitions,
and outsourcing transactions.
Mr.
Nienaber, 50, joined the Company in 1993. Since January 2008,
he has served as Associate General Counsel with responsibility for legal
support to all of CSC’s non-U.S. operations. He was Deputy
General Counsel from 1997 to 2007, and Assistant General Counsel from 1993
to 1997.
Mr.
Siekierka, 58, joined the Company in 1973. He has been
responsible for all human resources functions throughout the Company since
November 2005. From 2003 to 2005, he served as Vice President,
Human Resources for four of the Company's business units: Global
Infrastructure Services, Technology Management Group, Global
Transformation Solutions and Americas Business
Development. Previous positions within the Company include Vice
President, Human Resources of Federal Sector, and of several of its
divisions.
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Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
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Effective
March 29, 2008, the corporate headquarters of the Company were relocated
from El Segundo, California to Falls Church, Virginia. In
connection therewith, effective March 29, 2008 the Company's Board of
Directors amended the Bylaws to remove all references to El Segundo,
California. A copy of the Bylaws, as amended and restated
effective March 29, 2008, is attached hereto as Exhibit
3.3.
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereto duly authorized.
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COMPUTER
SCIENCES CORPORATION
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Dated:
March 31, 2008
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By /s/ Thomas R.
Irvin
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Thomas R. Irvin
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Vice President and Treasurer
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EXHIBIT
INDEX
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Exhibit
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3.3 Bylaws,
amended and restated effective March 29,
2008
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EXHIBIT
3.3
BYLAWS
OF
COMPUTER
SCIENCES CORPORATION
As
amended March 29, 2008
BYLAWS
OF
COMPUTER
SCIENCES CORPORATION
ARTICLE
I
OFFICES
Section 1.
Principal
Office. The principal
office of the Corporation in the State of Nevada shall be in the City of Reno,
County of Washoe.
Section 2.
Other
Offices. The Corporation
may also have offices in such other places, both within and without the State of
Nevada, as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1. Place
of Annual Meetings.
Annual meetings of the stockholders
shall be held at such place as shall be designated by the Board of
Directors.
Section 2.
Date of
Annual Meetings; Election of Directors. Annual meetings
of the stockholders shall be held at such time and date as the Board of
Directors shall determine. At each such annual meeting, the
stockholders of the Corporation shall elect a Board of Directors and transact
such other business as has properly been brought before the meeting in
accordance with Section 13 of this Article II.
Section 3.
Special
Meetings. Special meetings
of the stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, by the Articles of Incorporation or by these Bylaws, may be called by
the Chairman of the Board, the Board of Directors or the Chief Executive
Officer, and shall be called by the Chief Executive Officer or Secretary at the
request in writing of stockholders owning not less than seventy-five percent
(75%) of the entire capital stock of the Corporation issued and outstanding and
entitled to vote, and shall not otherwise be called except as provided in the
following sentence. In the event the Corporation shall have failed to
hold its annual meeting of stockholders for a period of 18 months from the last
preceding annual meeting at which directors were elected or if such annual
meeting shall have been held but directors shall not have been elected at such
annual meeting, a special meeting of the stockholders shall be called by the
Chief Executive Officer or Secretary at the request in writing of a majority of
the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request from stockholders
shall be directed to the Chairman of the Board, the Chief Executive Officer or
the Secretary. To be in proper written form, a stockholder's notice
must set forth (i) the name and record address of such stockholder,
(ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the election of directors and any material interest of such
stockholder in such election and (iv) a representation that such
stockholder intends to appear in person or by proxy at such special meeting to
vote on the election of directors at such meeting. The business transacted at
such special meeting shall be confined to the election of
directors.
Section 4.
Record
Date for Meetings of Stockholders. The directors may fix, in
advance, a record date not more than sixty (60) or less then ten (10) days
before the date of any meeting of the stockholders as the date as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined. Only stockholders of record on that date shall be
entitled to notice or to vote at such meeting. If a record date is
not fixed, the record date is at the close of business on the day before the day
on which the first notice is given or, if notice is waived, at the close of
business on the day before the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting. The
Board of Directors shall fix a new record date if the meeting is adjourned to a
date more than sixty (60) days later than the date set for the original meeting.
Section 5.
Notices
of Meetings.
Notices of meetings of the stockholders shall be in writing and signed by
the Chief Executive Officer or Secretary, or by such other person or
persons as the directors shall designate. Such notice shall state the
purpose or purposes for which the meeting is called and the time when, and the
place where, it is to be held, and the means of electronic communications, if
any, by which stockholders and proxies shall be deemed to be present in person
and vote. A copy of such notice shall be delivered personally, mailed
postage prepaid, or given by a form of electronic transmission permitted for
such purpose by applicable law and the rules and regulations of the U.S.
Securities and Exchange Commission and each national securities exchange upon
which the Corporation’s voting stock is then listed, to each stockholder of
record entitled to vote at such meeting not less than ten (10) nor more than
sixty (60) days before such meeting. If mailed, it shall be directed
to the stockholder at his or her address as it appears upon the records of the
Corporation and upon such mailing of any such notice, the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such
stockholder. If no such address appears on the books of the
Corporation and a stockholder has given no address for the purpose of notice,
then notice shall be deemed to have been given to such stockholder if it is
published at least once in a newspaper of general circulation in the county in
which the principal executive office of the Corporation is
located. An affidavit of the mailing or publication of any such
notice shall be prima facie evidence of the giving of such notice.
Personal
delivery of any such notice to any officer of a corporation or association, to
any member of a limited liability company managed by its members, to any manager
of a limited liability company managed by its managers, to any general partner
of a partnership or to any trustee of a trust shall constitute delivery of such
notice to such corporation, association limited liability company, partnership
or trust. If any notice addressed to the stockholder at the address
of such stockholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that it is
unable to deliver the notice to the stockholder at such address, all future
notices shall be deemed to have been duly given to such stockholder, without
further mailing, if the same shall be available for the stockholder upon written
demand of the stockholder at the principal executive office of the Corporation
for a period of one year from the date of the giving of the notice to all other
stockholders.
Section 6.
Quorum. The holders of a majority of
the stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
the statutes of Nevada or by the Articles of
Incorporation. Regardless of whether or not a quorum is present or
represented at any annual or special meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present in
person or represented by proxy, provided that when any stockholders' meeting is
adjourned for more than forty-five (45) days, or if a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At such
adjourned meeting at which a quorum shall be present or represented by proxy,
any business may be transacted which might have been transacted at the meeting
as originally noticed.
Section 7.
Vote
Required. When a quorum is
present or represented at any meeting, the holders of a majority of the stock
present in person or represented by proxy and voting shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes of Nevada, the Articles of Incorporation or these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. The stockholders
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 8.
Cumulative
Voting. Except as
otherwise provided in the Articles of Incorporation, every stockholder of record
of the Corporation shall be entitled at each meeting of the stockholders to one
vote for each share of stock standing in his name on the books of the
Corporation. At all elections of directors of the Corporation, each
holder of shares of capital stock possessing voting power shall be entitled to
as many votes as shall equal the number of his or her shares of stock multiplied
by the number of directors to be elected, and may cast all of such votes for a
single director or may distribute them among the number to be voted for or any
two or more of them, as he or she may see fit. The stockholders of
the Corporation and any proxyholders for such stockholders are entitled to
exercise the right to cumulative voting at any meeting held for the election of
directors if: (a) not less than forty-eight (48) hours before the
time fixed for holding such meeting, if notice of the meeting has been given at
least ten (10) days prior to the date of the meeting, and otherwise not less
than twenty-four (24) hours before such time, a stockholder of the Corporation
has given notice in writing to the Chief Executive Officer or Secretary of the
Corporation that such stockholder desires that the voting at such election of
directors shall be cumulative; and (b) at such meeting, prior to the
commencement of voting for the election of directors, an announcement of the
giving of such notice has been made by the chairman or the secretary of the
meeting or by or on behalf of the stockholder giving such
notice. Notice to stockholders of the requirements of the preceding
sentence shall be contained in the notice calling such meeting or in the proxy
material accompanying such notice.
Section 9.
Conduct
of Meetings. Subject to the
requirements of the statutes of Nevada, and the express provisions of the
Articles of Incorporation and these Bylaws, all annual and special meetings of
stockholders shall be conducted in accordance with such rules and procedures as
the Board of Directors may determine and, as to matters not governed by such
rules and procedures, as the chairman of such meeting shall
determine. The chairman of any annual or special meeting of
stockholders shall be designated by the Board of Directors and, in the absence
of any such designation, shall be the Chief Executive Officer of the
Corporation.
Section 10.
Proxies. At any meeting of the
stockholders, any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that such
instrument in writing shall designate two or more persons to act as proxies, a
majority of such persons present at the meeting, or, if only one shall be
present, then that one shall have and may exercise all of the powers conferred
by such written instrument upon all of the persons so designated unless the
instrument shall otherwise provide. No such proxy shall be valid
after the expiration of six (6) months from the date of its execution, unless
coupled with an interest, or unless the person executing it specifies therein
the length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Subject to the
above, any proxy duly executed is not revoked and continues in full force and
effect until (i) an instrument revoking it or duly executed proxy bearing a
later date is filed with the Secretary of the Corporation or, (ii) the person
executing the proxy attends such meeting and votes the shares subject to the
proxy, or (iii) written notice of the death or incapacity of the maker of such
proxy is received by the Corporation before the vote pursuant thereto is
counted.
Section 11.
Action by
Written Consent.
Any action, except election of directors, which may be taken by a vote of
the stockholders at a meeting, may be taken without a meeting and without notice
if authorized by the written consent of stockholders holding at least ninety
percent (90%) of the voting power. The Board of Directors may adopt a
resolution prescribing a date upon which the stockholders of record entitled to
give written consent shall be determined. The date prescribed by the
Board of Directors shall not precede or be more than ten (10) days after the
date the resolution is adopted by the Board of Directors. If the
Board of Directors does not adopt a resolution prescribing a date upon which the
stockholders of record entitled to give written consent shall be determined
and:
(a) No prior
action by the Board of Directors is required by the statutes of Nevada, the date
is the first date on which a valid, written consent is delivered in accordance
with the statutes of Nevada.
(b) Prior
action by the Board of Directors is required by the statutes of Nevada, the date
is at the close of business on the day the Board of Directors adopts the
resolution.
Section 12.
Inspectors
of Election. In
advance of any meeting of stockholders, the Board of Directors may appoint
inspectors of election to act at such meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any
persons so appointed fail to appear or refuse to act, then, unless other persons
are appointed by the Board of Directors prior to the meeting, the chairman of
any such meeting may, and on the request of any stockholder or a stockholder
proxy shall, appoint inspectors of election (or persons to replace those who
fail to appear or refuse to act) at the meeting. The number of
inspectors shall not exceed three.
The
duties of such inspectors shall include: (a) determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of proxies;
(b) receiving votes, ballots or consents; (c) hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents and determining the
result; and (e) taking such other action as may be proper to conduct the
election or vote with fairness to all stockholders. In the
determination of the validity and effect of proxies, the dates contained on the
forms of proxy shall presumptively determine the order of execution of the
proxies, regardless of the postmark dates on the envelopes in which they are
mailed. The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously as
is practical. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made
by the inspectors of election is prima facie evidence of the facts stated
therein.
Section 13.
Action at
Meetings of Stockholders. No business may
be transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the annual meeting by or at the direction of the Board
of Directors or (c) otherwise properly brought before the annual meeting by
any stockholder of the Corporation (i) who is a stockholder of record on
the date of the giving of the notice provided for in this Section 13 and on
the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth
in this Section 13.
In
addition to any other applicable requirements, for business properly to be
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Chairman of the Board,
the Chief Executive Officer or the Secretary of the Corporation.
To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than one hundred
twenty (120) days nor more than one hundred fifty (150) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the
event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the 5:00 o’clock, p.m.,
Los Angeles, California time, on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in
proper written form, a stockholder's notice must set forth as to each matter
such 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 such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.
No
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 13, provided, however, that, once
business has been brought properly before the annual meeting in accordance with
such procedures, nothing in this Section 13 shall be deemed to preclude
discussion by any stockholder of any such business. If the chairman
of an annual meeting determines that business was not brought properly before
the annual meeting in accordance with the foregoing procedures, the chairman
shall declare to the meeting that the business was not brought properly before
the meeting and such business shall not be transacted.
ARTICLE
III
DIRECTORS
Section 1.
Number of
Directors. The
exact number of directors that shall constitute the authorized number of members
of the Board shall be nine (9), all of whom shall be at least 18 years of
age. The authorized number of directors may from time to time be
increased to not more than fifteen (15) or decreased to not less than three (3)
by resolution of the directors of the Corporation amending this Section of these
Bylaws in compliance with Article VIII, Section 2 of these Bylaws. Except as
provided in Section 2 of this Article III, each director elected shall
hold office until his or her successor is elected and
qualified. Directors need not be stockholders.
Section 2.
Vacancies. Vacancies,
including those caused by (i) the death, removal, or resignation of
directors, (ii) the failure of stockholders to elect directors at any
annual meeting, and (iii) an increase in the number of directors, may be
filled by a majority of the remaining directors though less than a
quorum. When one or more directors shall give notice of resignation
to the Board, effective at a future date, the acceptance of such resignation
shall not be necessary to make it effective. The Board shall have
power to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors. The directors of the Corporation may be removed from
office by the vote of stockholders representing not less than two-thirds (2/3)
of the voting power of the issued and outstanding stock entitled to voting
power; provided, however, that any director or directors who constitute fewer
than all of the incumbent directors may not be removed from office at any one
time or as the result of any one transaction except upon the vote of
stockholders owning sufficient shares to prevent each director's election to
office at the time of removal.
Section 3.
Authority. The business of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors.
Section
4. Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, at such place, either
within or without the State of Nevada, which has been designated by resolution
of the Board of Directors.
Section 5.
First
Meeting. The
first meeting of the newly elected Board of Directors shall be held immediately
following the annual meeting of the stockholders and no notice of such meeting
to the newly elected directors shall be necessary in order legally to constitute
a meeting, provided a quorum shall be present.
Section 6.
Regular
Meetings. Regular
meetings of the Board of Directors may be held without notice at such time and
place as shall from time to time be determined by the Board.
Section 7.
Special
Meetings. Special meetings
of the Board of Directors may be called by the Chairman of the Board, or the
Chief Executive Officer and shall be called by the Chief Executive Officer or
Secretary at the written request of two directors. Notice of the time
and place of special meetings shall be given within 30 days to each director
(a) personally or by telephone, telegraph, facsimile or electronic means,
in each case at least twenty four (24) hours prior to the holding of the
meeting, or (b) by mail, charges prepaid, addressed to such director at his
or her address as it is shown upon the records of the Corporation (or, if it is
not so shown on such records and is not readily ascertainable, at the place at
which the meetings of the directors are regularly held) at least three (3) days
prior to the holding of the meeting. Notice by mail shall be deemed
to have been given at the time a written notice is deposited in the United
States mails, postage prepaid. Any other written notice shall be
deemed to have been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for transmission, or actually
transmitted by the person giving the notice by electronic means, to the
recipient. Oral notice shall be deemed to have been given at the time
it is communicated, in person or by telephone or wireless, to the recipient or
to a person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient. Any
notice, waiver of notice or consent to holding a meeting shall state the time,
date and place of the meeting but need not specify the purpose of the
meeting.
Section 8.
Quorum. Presence in person of a
majority of the Board of Directors, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of business and the act of
a majority of the directors present and voting at any meeting, at which a quorum
is then present, shall be the act of the Board of Directors, except as may be
otherwise specifically provided by the statutes of Nevada or by the Articles of
Incorporation. A meeting at which a quorum is initially present shall
not continue to transact business in the absence of a quorum.
Section 9.
Action by
Written Consent. Unless otherwise
restricted by the Articles of Incorporation or by these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting if a written consent thereto is signed by all members
of the Board. Such written consent shall be filed with the minutes of
proceedings of the Board of Directors.
Section 10.
Telephonic
Meetings. Unless
otherwise restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of a telephone
conference or similar methods of communications by which all persons
participating in the meeting can hear each other. Participation in a
meeting pursuant to the preceding sentence constitutes presence in person at
such meeting.
Section 11.
Adjournment. A majority of the
directors present at any meeting, whether or not a quorum is present, may
adjourn any directors' meeting to another time, date and place. If
any meeting is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time, date and place shall be given, prior to the time of
the adjourned meeting, to the directors who were not present at the
time of adjournment. If any meeting is adjourned for less than
twenty-four (24) hours, notice of any adjournment shall be given to absent
directors, prior to the time of the adjourned meeting, unless the time, date and
place is fixed at the meeting adjourned.
Section 12.
Committees. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees of the Board of Directors. Such committee or
committees shall have such name or names, shall have such duties and shall
exercise such powers as may be determined from time to time by the Board of
Directors.
Section 13.
Committee
Minutes. The
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors.
Section 14.Compensation
of Directors. The
directors shall receive such compensation for their services as directors, and
such additional compensation for their services as members of any committees of
the Board of Directors, as may be authorized by the Board of
Directors.
Section 15.
Mandatory
Retirement of Directors. A director of the
Corporation shall not serve beyond, and shall automatically retire at, the close
of the first annual meeting of stockholders held after the director shall become
age 72; provided, however that if the Board of Directors shall determine that it
is in the best interests of the Corporation and its stockholders for a person to
continue to serve as a director of the Corporation until the close of any annual
meeting after the annual meeting upon which this Section 15 would otherwise
require such person to retire, then such person shall not be so required to
retire until the close of such later annual meeting.
ARTICLE
IV
OFFICERS
Section 1.
Principal
Officers. The
officers of the Corporation shall be elected by the Board of Directors and shall
be a Chief Executive Officer, a President, a Secretary and a
Treasurer. A resident agent for the Corporation in the State of
Nevada shall be designated by the Board of Directors. Any person may
hold two or more offices.
Section 2.
Other
Officers. The
Board of Directors may also elect one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers, and such other officers and agents, as it
shall deem necessary.
Section 3.
Qualification
and Removal. The
officers of the Corporation mentioned in Section 1 of this Article IV shall hold
office until their successors are elected and qualify. Any such
officer and any other officer elected by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the Board of
Directors.
Section 4.
Resignation. Any officer may resign at
any time by giving written notice to the Corporation, without prejudice,
however, to the rights, if any, of the Corporation under any contract to which
such officer is a party. Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5.
Powers
and Duties; Execution of Contracts. Officers of the
Corporation shall have such powers and duties as may be determined by the Board
of Directors. Unless otherwise specified by the Board of Directors,
the President shall be the Chief Executive Officer of the
Corporation. Contracts and other instruments in the normal course of
business may be executed on behalf of the Corporation by the Chief Executive
Officer, the President or any Vice President of the Corporation, or any other
person authorized by resolution of the Board of Directors.
ARTICLE
V
STOCK
AND STOCKHOLDERS
Section 1.
Issuance. Every stockholder
shall be issued a certificate representing the number of shares owned by such
stockholder in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the certificate shall contain a statement setting forth the office or
agency of the Corporation from which stockholders may obtain a copy of a
statement or summary of the designations, preferences and relative or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights. The
Corporation shall furnish to its stockholders, upon request and without charge,
a copy of such statement or summary.
Section 2.
Facsimile
Signatures. Whenever any
certificate is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures of the
officers of the Corporation may be printed or lithographed upon such certificate
in lieu of the actual signatures. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, before such certificates shall have been delivered
by the Corporation, such certificates may nevertheless be issued as though the
person or persons who signed such certificates, had not ceased to be an officer
of the Corporation.
Section 3.
Lost
Certificates. The Board of
Directors may direct a new stock certificate to be issued in place of any
certificate alleged to have been lost or destroyed, and may require the making
of an affidavit of that fact by the person claiming the stock certificate to be
lost or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent,
require the owner of the lost or destroyed certificate to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
Section 4.
Transfer
of Stock. Upon surrender to
the Corporation or the transfer agent of the Corporation of a certificate for
shares duly endorsed for transfer, it shall be the duty of the Corporation to
issue a new certificate, cancel the old certificate and record the transaction
upon its books.
Section 5.
Uncertificated
Shares.
Notwithstanding Sections 1-4 of this Article V, the Board of Directors,
pursuant to applicable law and the rules and regulations of the U.S. Securities
and Exchange Commission and each national securities exchange upon which the
Corporation’s stock is then listed (collectively, the “Applicable Regulations”),
may authorize the issuance of uncertificated shares of some or all of the shares
of any or all of the Corporation’s classes or series of stock. Any
such issuance shall have such effect upon existing certificates for shares, and
upon the Corporation’s obligations with respect thereto, as may be prescribed by
the Applicable Regulations, notwithstanding anything to the contrary in Sections
1-4 of this Article V.
Section 6.
Registered
Stock. The Corporation
shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the
statutes of Nevada.
Section 7.
Dividends. In the event a dividend is
declared, the stock transfer books will not be closed, but a record date will be
fixed by the Board of Directors and only stockholders of record on that date
shall be entitled to the dividend.
ARTICLE VI
INDEMNIFICATION
Section 1.
Indemnity
of Directors, Officers and Agents. The Corporation
shall indemnify and hold harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become a director
or officer of the Corporation or is serving at the request of the Corporation as
a director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise or by reason of actions alleged to
have been taken or omitted in such capacity or in any other capacity while
serving as a director or officer. The indemnification of directors
and officers by the Corporation shall be to the fullest extent authorized or
permitted by applicable law, as such law exists or may hereafter be amended (but
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior to the
amendment). The indemnification of directors and officers shall be
against all loss, liability and expense (including attorneys fees, costs,
damages, judgments, fines, amounts paid in settlement and ERISA excise taxes or
penalties) actually and reasonably incurred by or on behalf of a director or
officer in connection with such action, suit or proceeding, including any
appeals; provided, however, that with respect to any action, suit or proceeding
initiated by a director or officer, the Corporation shall indemnify such
director or officer only if the action, suit or proceeding was authorized by the
Board of Directors of the Corporation, except with respect to a suit for the
enforcement of rights to indemnification or advancement of expenses in
accordance with Section 3 hereof.
Section 2.
Expenses The
expenses of directors and officers incurred as a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative shall be paid by the Corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding; provided, however, that if applicable law so requires, the advance
payment of expenses shall be made only upon receipt by the Corporation of an
undertaking by or on behalf of the director or officer to repay all amounts as
advanced in the event that it is ultimately determined by a final decision,
order or decree of a court of competent jurisdiction that the director or
officer is not entitled to be indemnified for such expenses under this
Article VI.
Section 3.
Enforcement Any director or officer
may enforce his or her rights to indemnification or advance payments for
expenses in a suit brought against the Corporation if his or her request for
indemnification or advance payments for expenses is wholly or partially refused
by the Corporation or if there is no determination with respect to such request
within 60 days from receipt by the Corporation of a written notice from the
director or officer for such a determination. If a director or
officer is successful in establishing in a suit his or her entitlement to
receive or recover an advancement of expenses or a right to indemnification, in
whole or in part, he or she shall also be indemnified by the Corporation for
costs and expenses incurred in such suit. It shall be a defense to
any such suit (other than a suit brought to enforce a claim for the advancement
of expenses under Section 2 of this Article VI where the required
undertaking, if any, has been received by the Corporation) that the claimant has
not met the standard of conduct set forth in the Nevada General Corporation
Law. Neither the failure of the Corporation to have made a
determination prior to the commencement of such suit that indemnification of the
director or officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a determination by the
Corporation that the director or officer has not met such applicable standard of
conduct shall be a defense to the suit or create a presumption that the director
or officer has not met the applicable standard of conduct. In a suit
brought by a director or officer to enforce a right under this Section 3 or
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that a director or officer is not
entitled to be indemnified or is not entitled to an advancement of expenses
under this Section 3 or otherwise, shall be on the
Corporation.
Section 4.
Non-exclusivity The right to
indemnification and to the payment of expenses as they are incurred and in
advance of the final disposition of the action, suit or proceeding shall not be
exclusive of any other right to which a person may be entitled under the
Articles of Incorporation, these Bylaws or any agreement, statute,
vote of stockholders or disinterested directors or otherwise. The
right to indemnification under Section 1 hereof shall continue for a person
who has ceased to be a director or officer and shall inure to the benefit of his
or her heirs, next of kin, executors, administrators and legal
representatives.
Section 5.
Settlement. The Corporation shall
not be obligated to reimburse the amount of any settlement unless it has agreed
to such settlement. If any person shall unreasonably fail to enter
into a settlement of any action, suit or proceeding within the scope of
Section 1 hereof, offered or assented to by the opposing party or parties
and which is acceptable to the Corporation, then, notwithstanding any other
provision of this Article VI, the indemnification obligation of the
Corporation in connection with such action, suit or proceeding shall be limited
to the total of the amount at which settlement could have been made and the
expenses incurred by such person prior to the time the settlement could
reasonably have been effected.
Section 6.
Purchase
of Insurance. The Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VI.
Section 7.
Conditions. The Corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification and to the advancement of expenses to any employee or agent
of the Corporation or to any director, officer, employee or agent of any of its
subsidiaries to the fullest extent of the provisions of this Article VI,
subject to the imposition of any conditions or limitations as the Board of
Directors may deem necessary or appropriate.
ARTICLE
VII
GENERAL
PROVISIONS
Section 1.
Exercise
of Rights. All
rights incident to any and all shares of another corporation or corporations
standing in the name of the Corporation may be exercised by such officer, agent
or proxyholder as the Board of Directors may designate. In the
absence of such designation, such rights may be exercised by the Chairman of the
Board or any officer of the Corporation, or by any other person authorized to do
so by the Chairman of the Board or any officer of the
Corporation. Except as provided below, shares of the Corporation
owned by any subsidiary of the Corporation shall not be entitled to vote on any
matter. Shares of the Corporation held by the Corporation in a
fiduciary capacity and shares of the Corporation held in a fiduciary capacity by
any subsidiary of the Corporation, shall not be entitled to vote on any matter,
except to the extent that the settler or beneficial owner possesses and
exercises a right to vote or to give the Corporation or such subsidiary binding
instructions as to how to vote such shares.
Solely
for purposes of Section 1 of this Article VII, a "subsidiary" of the Corporation
shall mean a corporation, shares of which possessing more than fifty percent
(50%) of the power to vote for the election of directors at the time
determination of such voting power is made, are owned directly, or indirectly
through one or more subsidiaries, by the Corporation.
Section 2.
Interpretation. Unless the
context of a Section of these Bylaws otherwise requires, the terms used in these
Bylaws shall have the meanings provided in, and these Bylaws shall be construed
in accordance with, the Nevada statutes relating to private corporations, as
found in Chapter 78 of the Nevada Revised Statutes or any subsequent
statute.
ARTICLE
VIII
AMENDMENTS
Section 1.
Stockholder
Amendments. Bylaws may be
adopted, amended or repealed by the affirmative vote of not less than
seventy-five percent (75%) of the outstanding voting shares of the Corporation.
Section 2.
Amendments
by Board of Directors. Subject to the
right of stockholders as provided in Section 1 of this Article VIII, Bylaws may
be adopted, amended or repealed by the Board of Directors.
ARTICLE
IX
“ACQUISITION
OF CONTROLLING INTEREST” PROVISIONS OF
THE
NEVADA GENERAL CORPORATION LAW SHALL NOT APPLY
On and
after February 16, 1998, the provisions of Section 78.378 to 78.3793,
inclusive, of the Nevada Revised Statutes shall not apply to the
Corporation.