Exhibit 3.36
AMENDED AND RESTATED BY-LAWS
of
INTERNATIONAL ELECTRONICS, INC.
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the Articles of
Organization. These By-laws, the powers of the corporation and of its directors and stockholders,
or of any class of stockholders if the corporation has more than one class of stock, and all
matters concerning the conduct and regulation of the business and affairs of the corporation shall
be subject to such provisions in regard thereto, if any, as are set forth in the Articles of
Organization as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of stockholders shall be held at time
determined by the board of directors. Purposes for which an 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 president or by the directors.
2.2. Special Meetings. A special meeting of the stockholders may be called at any
time by the president or by the directors. Each call of a meeting shall state the place, date,
hour and purposes of the meeting.
2.3. Place of Meetings. All meetings of the stockholders shall be held at the
principal executive office of the Corporation, except such meetings as the Board of Directors
expressly determine shall be held elsewhere, in which case meetings may be held upon notice as
hereinafter provided at such other place or places within or without the state of incorporation of
the Corporation as the Board of Directors shall have determined and as shall be stated in such
notice.
2.4. Notice of Meetings. A written notice of each meeting of stockholders, stating
the place, date and hour and the purposes of the meeting, shall be given at least seven days
before the meeting to each stockholder entitled to vote at such meeting and to each stockholder
who, by law, by the Articles of Organization or by these By-laws, is entitled to notice, by
leaving such notice with such stockholder or at such stockholders residence or usual place of
business, or by mailing it, postage prepaid, addressed to such stockholder at such stockholders
address as it appears in the records of the corporation. Such notice shall be given by the clerk
or an assistant clerk or by an officer designated by the directors. Whenever notice of a meeting
is required to be given to a stockholder under any provision of the Business Corporation Law of
The Commonwealth of Massachusetts or of the Articles of Organization or these By-laws, a written
waiver thereof, executed before or after the meeting by such stockholder or such
stockholders attorney thereunto authorized and filed with the records of the meeting, shall be
deemed equivalent to such notice.
2.5. Quorum of Stockholders. At any meeting of the stockholders, a quorum as to any
matter shall consist of a majority of the votes entitled to be cast on the matter, except when a
larger quorum is required by law, by the Articles of Organization or by these By-laws. Stock owned
directly or indirectly by the corporation, if any, shall not be deemed outstanding for this
purpose. Any meeting may be adjourned from time to time by a majority of the votes properly cast
upon the question, whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the
votes properly cast for election to any office shall elect to such office, and a majority of the
votes properly cast upon any question other than an election to an office shall decide the
question, except when a larger vote is required by law, by the Articles of Organization or by
these By-laws. No ballot shall be required for any election unless requested by a stockholder
present or represented at the meeting and entitled to vote in the election.
2.7. Voting. Stockholders entitled to vote shall have one vote for each share
of stock entitled to vote held by them of record according to the records of the
corporation, unless otherwise provided by the Articles of Organization. The corporation
shall not, directly or indirectly, vote any share of its own stock.
2.8. Action by Writing. Any action required or permitted to be taken at any meeting
of the stockholders may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action in writing and the written consents are filed with the records of the
meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.
2.9. Proxies. To the extent permitted by law, stockholders entitled to vote may vote
either in person or by proxy. Except to the extent permitted by law, no proxy dated more than six
months before the meeting named therein shall be valid. Unless otherwise specifically limited by
their terms, such proxies shall entitle the holders of the proxies to vote at any adjournment of
such meeting but shall not be valid after the final adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. Number. Except as otherwise provided by law, the Articles of Organization or
these by-laws, the property and business of the Corporation shall be managed by or under the
direction of a board of not less than two nor more than thirteen directors. No decrease in the
number of directors shall have the effect of shortening the term of any incumbent director. Within
the limits specified, the number of directors shall be determined by resolution of the Board of
Directors or by the stockholders at the annual meeting. Directors need not be stockholders,
residents of the
Corporations state of incorporation or citizens of the United States. The directors shall be
elected by ballot at the annual meeting of the stockholders and each director shall be elected to
serve until his successor shall be elected and shall qualify or until his earlier resignation or
removal; provided that in the event of failure to hold such meeting or to hold such
election at such meeting, such election may be held at any special meeting of the stockholders
called for that purpose. If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal, failure to elect, or otherwise, the remaining directors,
although more or less than a quorum, by a majority vote of such remaining directors may elect a
successor or successors who shall hold office for the unexpired term.
Section 3.2. Change in Number of Directors; Vacancies. The maximum number of
directors may be increased by an amendment to these by-laws adopted by a majority vote of the
Board of Directors or by a majority vote of the capital stock having voting power, and if the
number of directors is so increased by action of the Board of Directors or of the stockholders or
otherwise, then the additional directors may be elected in the manner provided above for the
filling of vacancies in the Board of Directors or at the annual meeting of stockholders or at a
special meeting called for that purpose.
Section 3.3. Resignation. Any director of this Corporation may resign at any
time by giving written notice to the Chairman of the Board, if any, the President or the Secretary
of the Corporation. Such resignation shall take effect at the time specified therein, at the time
of receipt if no time is specified therein and at the time of acceptance if the effectiveness of
such resignation is conditioned upon its acceptance. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 3.4. Removal. Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors.
Section 3.5. Place of Meetings and Books. The Board of Directors may hold
their meetings and keep the books of the Corporation inside or outside the Corporations state of
incorporation, at such places as they may from time to time determine.
Section 3.6. General Powers. In addition to the powers and authority
expressly conferred upon them by these by-laws, the board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by the Articles of
Organization or by these by-laws directed or required to be exercised or done by the stockholders.
Section 3.7. Committees. The Board of Directors may designate one or more
committees by resolution or resolutions passed by a majority of the whole board. Such committee or
committees shall consist of one or more directors of the Corporation, and, to the extent provided
in the resolution or resolutions designating them, shall have and may exercise specific powers of
the Board of Directors in the management of the
business and affairs of the Corporation to the extent permitted by statute and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 3.8. Powers Denied to Committees. Committees of the Board of
Directors shall not, in any event, have any power or authority to amend the Articles of
Organization, adopt an agreement of merger, or consolidation, recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporations property and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution or
to amend the by-laws of the Corporation unless the resolution or resolutions designating such
committee expressly so provides. Further, no committee of the Board of Directors shall have the
power or authority to declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger unless the resolution or resolutions designating such
committee expressly so provides.
Section 3.9. Substitute Committee Member. In the absence or on the
disqualification of a member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the place of such absent
or disqualified member. Any committee shall keep regular minutes of its proceedings and report the
same to the board as may be required by the board.
Section 3.10. Compensation of Directors. The Board of Directors shall have
the power to fix the compensation of directors and members of committees of the Board. The
directors may be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or
a stated salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
Section 3.11. Annual Meeting. The newly-elected board may meet at such place
and time as shall be fixed and announced by the presiding officer at the annual meeting of
stockholders, for the purpose of organization or otherwise, and no further notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present, or they may meet at such place and time as shall be stated in a
notice given to such directors two (2) days prior to such meeting, or as shall be fixed by the
consent in writing of all the directors.
Section 3.12.
Regular Meetings. Regular meetings of the board may be held without
notice at such time and place as shall from time to time be determined by the board.
Section 3.13. Special Meetings. Special meetings of the board may be called
by the Chairman of the Board on 2 days notice to each director, or such shorter period of time
before the meeting as will nonetheless be sufficient for the convenient assembly of the directors
so notified. Special meetings shall be called by the Secretary in like manner and on like notice,
on the written request of two or more directors.
Section 3.14. Quorum. At all meetings of the Board of Directors, a majority of
the total number of directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically permitted or provided by statute, or by the Articles of Organization, or by these
by-laws. If at any meeting of the board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is obtained, and no further
notice thereof need be given other than by announcement at said meeting which shall be so
adjourned.
Section 3.15. Telephonic Participation in Meetings. Members of the Board of
Directors or any committee designated by such board may participate in a meeting of the board or
committee by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.
Section 3.16. Action by Consent. Unless otherwise restricted by law, the
Articles of Organization or these by-laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if
written consent thereto is signed by all members of the board or of such committee as the case may
be and such written consent is filed with the minutes of proceedings of the board or committee.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers of the corporation shall be a
president, a treasurer, a clerk and such other officers, if any, as the incorporators at their
initial meeting, or the directors from time to time, may in their discretion elect or appoint. The
corporation may also have such agents, if any, as the incorporators at their initial meeting, or
the directors from time to time, may in their discretion appoint. Any officer may be, but none
need be, a director or stockholder. The clerk shall be a resident of Massachusetts unless the
corporation has a resident agent appointed for the purpose of service of process. Any two or more
offices may be held by the same person. Any officer may be required by the directors to give bond
for the faithful performance of such officers duties to the corporation in such amount and with
such sureties as the directors may determine.
4.2. Powers. Subject to law, to the Articles of Organization and to the other
provisions of these By-laws, each officer shall have, in addition to the duties and powers
herein set forth, such duties and powers as are commonly incident to such officers office and
such duties and powers as the directors may from time to time designate.
4.3. Election. The president, the treasurer and the clerk shall be elected annually
by the directors at their first meeting following the annual meeting of the stockholders. Other
officers, if any, may be elected or appointed by the board of directors at such meeting or at any
other time.
4.4. Tenure. Except as otherwise provided by law or by the Articles of Organization
or by these By-laws, the president, the treasurer and the clerk shall hold office until the first
meeting of the directors following the next annual meeting of the stockholders and until their
respective successors are chosen and qualified, and each other officer shall hold office until the
first meeting of the directors following the next annual meeting of the stockholders unless a
shorter period shall have been specified by the terms of such officers election or appointment,
or in each case until such officer sooner dies, resigns, is removed or becomes disqualified.
4.5. Chief Executive Officer. The chief executive officer of the corporation shall be
the chairman of the board, if any, the president or such other officer as is designated by the
directors and shall, subject to the control of the directors, have general charge and supervision
of the business of the corporation. If no such designation is made, the president shall be the
chief executive officer. Unless the board of directors otherwise specifies, if the corporation
does not have a chairman of the board, the chief executive officer shall preside, or designate the
person who shall preside, at all meetings of the stockholders and of the board of directors.
4.6. Chairman of the Board. The chairman of the board, if any, shall have the duties
and powers specified in these By-laws and shall have such other duties and powers as may be
determined by the directors. Unless the board of directors otherwise specifies, the chairman of
the board shall preside, or designate the person who shall preside, at all meetings of the
stockholders and of the board of directors.
4.7. President and Vice Presidents. The president shall have the duties and powers
specified in these By-laws and shall have such other duties and powers as may be determined by the
directors.
Any vice presidents shall have such duties and powers as shall be designated from time to time
by the directors.
4.8. Treasurer and Assistant Treasurers. Except as the directors shall
otherwise determine, the treasurer shall be the chief financial and accounting officer of
the corporation and shall be in charge of its funds and valuable papers, books of
account and accounting records, and shall have such other duties and powers as may
be designated from time to time by the directors.
Any assistant treasurers shall have such duties and powers as shall be designated from time
to time by the directors.
4.9. Clerk and Assistant Clerks. The clerk shall record all proceedings of the
stockholders in a book or series of books to be kept therefor, which books shall be kept
at the principal office of the corporation or at the office of its transfer agent or of its
clerk and shall be open at all reasonable times to the inspection of any stockholder. In the
absence of the clerk from any meeting of stockholders, an assistant clerk, or in the
absence of an assistant clerk, a temporary clerk chosen at the meeting, shall record the
proceedings thereof in the aforesaid book. Unless a transfer agent has been
appointed, the clerk shall keep or cause to be kept the stock and transfer records of the
corporation, which shall contain the names and record addresses of all stockholders
and the amount of stock held by each. If no secretary is elected, the clerk shall keep a
true record of the proceedings of all meetings of the directors and, in the clerks
absence from any such meeting, an assistant clerk, or in the absence of an assistant
clerk, a temporary clerk chosen at the meeting, shall record the proceedings thereof.
Any assistant clerks shall have such other duties and powers as shall be designated from
time to time by the directors.
4.10. Secretary and Assistant Secretaries. If a secretary is elected, the
secretary shall keep a true record of the proceedings of all meetings of the directors
and, in the secretarys absence from any such meeting, an assistant secretary, or in the
absence of an assistant secretary, a temporary secretary chosen at the meeting, shall
record the proceedings thereof.
Any assistant secretaries shall have such other duties and powers as shall be designated from
time to time by the directors.
Section 5. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering a resignation in writing to the
chairman of the board, if any, the president, the treasurer or the clerk or to a meeting of the
directors. Such resignation shall be effective upon receipt unless specified to be effective at
some other time. A director (including persons elected by directors to fill vacancies in the board)
may be removed from office (a) with or without cause by the vote of the holders of a majority of
the shares issued and outstanding and entitled to vote in the election of such director or (b) with
cause by the vote of a majority of the directors then in office. The directors may remove any
officer elected by them with or without cause by the vote of a majority of the directors then in
office. A director or officer may be removed for cause only after reasonable notice and opportunity
to be heard before the body proposing removal.
Section 6. VACANCIES
Any vacancy in the board of directors, including a vacancy resulting from the enlargement of
the board, may be filled by vote of the stockholders or, in the absence of stockholder action, by
the directors by vote of a majority of the directors then in office. The directors shall elect a
successor if the office of the president, treasurer or clerk becomes vacant and may elect a
successor if any other office becomes vacant. Each such successor shall hold office for the
unexpired term and, in the case of the president, treasurer and clerk, until such officers
successor is chosen and qualified, or in each case until such officer sooner dies, resigns, is
removed or becomes disqualified. The directors may exercise all their powers notwithstanding the
existence of one or more vacancies in their number.
Section 7. CAPITAL STOCK
7.1. Number and Par Value. The total number of shares and the par value, if any, of
each class of stock which the corporation is authorized to issue shall be as stated in the
Articles of Organization.
7.2. Shares Represented by Certificates and Uncertificated Shares. The board of
directors may provide by resolution that some or all of any or all classes and series of shares
shall be uncertificated shares. Unless such a resolution has been adopted, a stockholder shall be
entitled to a certificate stating the number and the class and the designation of the series, if
any, of the shares held by such stockholder, in such form as shall, in conformity to law, be
prescribed from time to time by the directors. Such certificate shall be signed by the chairman of
the board, if any, the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or
by a registrar, other than a director, officer or employee of the corporation. In case any officer
who has signed or whose facsimile signature has been placed on such certificate shall have ceased
to hold such office before such certificate is issued, it may be issued by the corporation with
the same effect as if such officer still held such office at the time of its issue.
7.3. Loss of Certificates. In the case of the alleged loss, destruction or mutilation
of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such
conditions as the directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the
stock certificates, shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment and power of attorney properly executed, with necessary
transfer stamps affixed, and with such proof of the authenticity of signature as the directors or
the transfer agent of the corporation
may reasonably require. Except as may be otherwise required by law, by the Articles of
Organization or by these By-laws, the corporation shall be entitled to treat the record holder of
stock as shown on its books as the owner of such stock for all purposes, including the payment of
dividends and the right to receive notice and to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock until the shares have been transferred on the
books of the corporation in accordance with the requirements of these By-laws.
Each stockholder shall have the duty to notify the corporation of such stockholders post
office address.
8.2. Record Date and Closing Transfer Books. The directors may fix in advance a time,
which shall be not more than sixty days before the date of any meeting of stockholders or the date
for the payment of any dividend or making of any distribution to stockholders or the last day on
which the consent or dissent of stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders having the right to notice of and to vote at such
meeting and any adjournment thereof or the right to receive such dividend or distribution or the
right to give such consent or dissent, and in such case only stockholders of record on such record
date shall have such right, notwithstanding any transfer of stock on the books of the corporation
after the record date. Without fixing such record date the directors may for any of such purposes
close the transfer books for all or any part of such period. If no record date is fixed and the
transfer books are not closed:
(1) The record date for determining stockholders having the right to notice of or to vote at
a meeting of stockholders shall be at the close of business on the date immediately preceding the
day on which notice is given.
(2) The record date for determining stockholders for any other purpose shall be at the close
of business on the day on which the board of directors acts with respect thereto.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the maximum extent permitted from time to time under the law of The
Commonwealth of Massachusetts, indemnify any person against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel
fees, reasonably incurred by such person in connection with the defense or disposition of any
action, suit or other proceeding, whether civil, criminal, administrative or investigative, in
which such person may be involved or with which such person may be threatened, by reason of the
fact that such person is or was or has agreed to be a director or officer of the corporation or
while a director or officer is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another organization or in any capacity with
respect to any employee benefit plan. Such indemnification shall be provided although the person to
be indemnified is not currently a director, officer,
partner, trustee, employee or agent of the corporation or such other organization or no longer
serves with respect to any such employee benefit plan.
Notwithstanding the foregoing, no indemnification shall be provided with respect to any
matter disposed of by settlement, consent decree or other negotiated disposition unless
| |
(a) |
|
such indemnification shall have been approved by the holders of the shares of
the corporations capital stock then entitled to vote for directors, voting such
shares as a single class, by a majority of the votes cast on the question exclusive of
any shares owned by an interested director or officer; or |
| |
| |
(b) |
|
such indemnification and such settlement, decree or disposition shall have
been approved as being in the best interest of the corporation or organization or plan
or participants served, as the case may be, after notice that it involves such
indemnification, by a majority of the disinterested directors (or, if applicable, the
sole disinterested director) then in office (whether or not constituting a quorum); or |
| |
| |
(c) |
|
if no directors are disinterested, a written opinion, reasonably satisfactory
to the corporation, of independent legal counsel selected by the corporation shall
have been furnished to the corporation that (i) such indemnification and such
settlement, decree or disposition are in the best interest of the corporation or
organization or plan or participants served, as the case may be, and (ii) if
adjudicated, such indemnification would not be found to have been prohibited by law. |
Expenses reasonably incurred in the defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the corporation in advance of the final disposition
thereof upon receipt of an undertaking by the person so indemnified to repay to the corporation
the amounts so paid if it is ultimately determined that indemnification for such expenses is not
authorized under this section. Such undertaking may be accepted without reference to the financial
ability of such person to make repayment.
The right of indemnification hereby provided shall not be exclusive of or affect any other
rights to which any person may be entitled. As used in this section, the term person includes the
heirs, executors, administrators and personal representatives of any person, an interested
director or officer is one against whom in such capacity the proceeding in question or another
proceeding on the same or similar grounds is then pending or threatened, and a disinterested
director is any director who is not an interested director. The absence of any express provision
for indemnification shall not limit any right of indemnification existing independently of this
section.
Any repeal or modification of the foregoing provisions of this Section 9 shall not adversely
affect any right or protection of a director or officer of the corporation with respect to any
acts or omission of such director or officer occurring prior to such repeal or modification.
Section 10. MASSACHUSETTS CONTROL SHARE ACQUISITIONS ACT
The provisions of Chapter 110D of the Massachusetts General Laws shall not apply to control
share acquisitions of the corporation.
Section 11. CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the directors, consist of a
flat-faced circular die with the word Massachusetts, together with the name of the corporation
and the year of its organization, cut or engraved thereon.
Section 12. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof
in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of
the board, if any, the president, a vice president or the treasurer.
Section 13. FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
Section 14. AMENDMENTS
These By-laws may be altered, amended or repealed at any annual or special meeting of the
stockholders called for the purpose, of which the notice shall specify the subject matter of the
proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the
stockholders. These By-laws may also be altered, amended or repealed by vote of a majority of the
directors then in office, except that the directors shall not take any action which provides for
indemnification of directors nor any action to amend this Section 14, and except that the
directors shall not take any action unless permitted by law.
Any By-law so altered, amended or repealed by the directors may be further altered or amended
or reinstated by the stockholders in the above manner.