{"id":41430,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-barr-laboratories-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-barr-laboratories-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-barr-laboratories-inc.html","title":{"rendered":"By-Laws &#8211; Barr Laboratories Inc."},"content":{"rendered":"<pre>\n\n                              AMENDED AND RESTATED\n\n                                     BY-LAWS\n                                       OF\n\n                             BARR LABORATORIES, INC.\n\n                                      AS OF\n                                 AUGUST 11, 1999\n\n                              ARTICLE I - OFFICES\n                              -------------------\n\nThe office of the Corporation shall be located in the Village of Pomona, County\nof Rockland, and State of New York. The Corporation may also maintain offices at\nsuch other places within or without the United States as the Board of Directors\nmay, from time to time, determine.\n\n                      ARTICLE II - MEETING OF SHAREHOLDERS\n                      ------------------------------------\n\nSECTION 1 - ANNUAL MEETINGS:\n----------------------------\n\nAn annual meeting of shareholders shall be held each year for the election of\ndirectors at such date, time and place either within or without the State of New\nYork as shall be designated by the Board of Directors. Any other proper business\nmay be transacted at the annual meeting of shareholders.\n\nSECTION 2 - SPECIAL MEETINGS:\n-----------------------------\n\nSpecial meetings of the shareholders may be called at any time by the Board of\nDirectors, and shall be called by the President or the Secretary at the written\nrequest of the holders of twenty-five per cent (25%) of the shares then\noutstanding and entitled to vote thereat, or as otherwise required under the\nprovisions of the Business Corporation Law.\n\nSECTION 3 - PLACE OF MEETINGS:\n------------------------------\n\nAll meetings of shareholders shall be held at the principal office of the\nCorporation, or at such other places within or without the State of New York as\nshall be designated in the notices or waivers of notice of such meetings.\n\nSECTION 4 - NOTICE OF MEETINGS:\n-------------------------------\n\n(a)   Written notice of each meeting of shareholders, whether annual or special,\n      stating the time when and place where it is to be held, shall be served\n      either personally or by mail, not less than ten or more than sixty days\n      before the meeting, upon each\n\n      shareholder of record entitled to vote at such meeting, and to any other\n      shareholder to whom the giving of notice may be required by law. Notice of\n      a special meeting shall also state the purpose or purposes for which the\n      meeting is called, and shall indicate that it is being issued by, or at\n      the direction of, the person or persons calling the meeting. If, at any\n      meeting, action is proposed to be taken that would, if taken, entitle\n      shareholders to receive payment for their shares pursuant to the Business\n      Corporation Law, the notice of such meeting shall include a statement of\n      that purpose and to that effect. If mailed, such notice shall be directed\n      to each such shareholder at his address, as it appears on the records of\n      the shareholders of the Corporation, unless he shall have previously filed\n      with the Secretary of the Corporation a written request that notices\n      intended for him be mailed to some other address, in which case, it shall\n      be mailed to the address designated in such request.\n\n(b)   Notice of any meeting need not be given to any shareholder who attends\n      such meeting, in person or by proxy, or to any shareholder who, in person\n      or by proxy, submits a signed waiver of notice either before or after such\n      meeting. Notice of any adjourned meeting of shareholders need not be\n      given, unless otherwise required by statute.\n\nSECTION 5 - QUORUM:\n-------------------\n\n(a)   Except as otherwise provided herein, or by statute, or in the Certificate\n      of Incorporation (such Certificate and any amendments thereof being\n      hereinafter collectively referred to as the 'Certificate of\n      Incorporation'), at all meetings of shareholders of the Corporation, the\n      presence at the commencement of such meetings in person or by proxy of\n      shareholders holding of record a majority of the total number of shares of\n      the Corporation then issued and outstanding and entitled to vote, shall be\n      necessary and sufficient to constitute a quorum for the transaction of any\n      business. The withdrawal of any shareholder after the commencement of a\n      meeting shall have no effect on the existence of a quorum, after a quorum\n      has been established at such meeting.\n\n(b)   Despite the absence of a quorum at any annual or special meeting of\n      shareholders, the shareholders, by a majority of the votes cast by the\n      holders of shares entitled to vote thereon, may adjourn the meeting. At\n      any such adjourned meeting at which a quorum is present, any business may\n      be transacted which might have been transacted at the meeting as\n      originally called if a quorum had been present.\n\nSECTION 6 - VOTING:\n-------------------\n\n(a)   Except as otherwise provided by statute or by the Certificate of\n      Incorporation, any corporate action, other than the election of directors,\n      to be taken by vote of the shareholders, shall be authorized by a majority\n      of votes cast at a meeting of shareholders by the holders of shares\n      entitled to vote thereon.\n\n\n                                       2\n\n(b)   Except as otherwise provided by statute or by the Certificate of\n      Incorporation, at each meeting of shareholders, each holder of record of\n      stock of the Corporation entitled to vote thereat, shall be entitled to\n      one vote for each share of stock registered in his name on the books of\n      the Corporation.\n\n(c)   Each shareholder entitled to vote or to express consent or dissent without\n      a meeting may authorize another person or persons to act for him by proxy\n      by any valid means set forth in the Business Corporation Law. No proxy\n      shall be valid after the expiration of eleven months from the date of its\n      execution, unless the person executing it shall have specified therein the\n      length of time it is to continue in force. Such instrument shall be\n      exhibited to the Secretary at the meeting.\n\n(d)   Any resolution in writing, signed by all of the shareholders entitled to\n      vote thereon, shall be and constitute action by such shareholders to the\n      effect therein expressed, with the same force and effect as if the same\n      had been duly passed by unanimous vote at a duly called meeting of\n      shareholders.\n\n                        ARTICLE III - BOARD OF DIRECTORS\n                        --------------------------------\n\nSECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:\n------------------------------------------------\n\n(a)   The number of the directors of the Corporation shall be eight (8), unless\n      and until otherwise determined by vote of a majority of the entire Board\n      of Directors. The number of Directors shall not be less than three, unless\n      all of the outstanding shares are owned beneficially and of record by less\n      than three shareholders, in which event the number of directors shall not\n      be less than the number of shareholders.\n\n(b)   Except as may otherwise be provided herein or in the Certificate of\n      Incorporation, the members of the Board of Directors of the Corporation,\n      who need not be shareholders, shall be elected by a plurality of the votes\n      cast at a meeting of shareholders, by the holders of shares entitled to\n      vote in the election.\n\n(c)   Each director shall hold office until the annual meeting of the\n      shareholders next succeeding his election, and until his successor is\n      elected and qualified, or until his prior death, resignation or removal.\n\nSECTION 2 - DUTIES AND POWERS:\n------------------------------\n\nThe Board of Directors shall be responsible for the control and management of\nthe affairs, property and interests of the Corporation, and may exercise all\npowers of the Corporation, except as are in the Certificate of Incorporation or\nby statute expressly conferred upon or reserved to the shareholders.\n\nSECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:\n------------------------------------------------\n\n                                       3\n\n(a)   A regular annual meeting of the Board of Directors shall be held\n      immediately following the annual meeting of the shareholders, at the place\n      of such annual meeting of shareholders.\n\n(b)   The Board of Directors, from time to time, may provide by resolution for\n      the holding of other regular meetings of the Board of Directors, and may\n      fix the time and place thereof.\n\n(c)   Notice of any regular meeting of the Board of Directors shall not be\n      required to be given and, if given, need not specify the purpose of the\n      meeting; provided, however, that in case the Board of Directors shall fix\n      or change the time or place of any regular meeting, notice of such action\n      shall be given to each director who shall not have been present at the\n      meeting at which such action was taken within the time limited, and in the\n      manner set forth in paragraph (b) of Section 4 of this Article III, with\n      respect to special meetings, unless such notice shall be waived in the\n      manner set forth in paragraph (c) of such Section 4.\n\nSECTION 4 - SPECIAL MEETINGS; NOTICE:\n-------------------------------------\n\n(a)   Special meetings of the Board of Directors shall be held whenever called\n      by one of the directors, at such time and place as may be specified in the\n      respective notices or waivers of notice thereof.\n\n(b)   Notice of special meetings shall be mailed directly to each director,\n      addressed to him at his residence or usual place of business, at least two\n      (2) days before the day on which the meeting is to be held, or shall be\n      sent to him at such place by telegram, radio or cable, or shall be\n      delivered to him personally or given to him orally, not later than the day\n      before the day on which the meeting is to be held. A notice, or waiver of\n      notice, except as required by Section 8 of this Article III, need not\n      specify the purpose of the meeting.\n\n(c)  Notice of any special meeting shall not be required to be given to any\n     director who shall attend such meeting without protesting prior thereto or\n     at its commencement, the lack of notice to him, or who submits a signed\n     waiver of notice, whether before or after the meeting.\n\nSECTION 5 - CHAIRMAN:\n---------------------\n\nAt all meetings of the Board of Directors, the Chairman of the Board, if any and\nif present, shall preside. If there shall be no Chairman, or he shall be absent,\nthen the President shall preside, and in his absence, a Chairman chosen by the\ndirectors shall preside.\n\nSECTION 6 - QUORUM AND ADJOURNMENTS:\n------------------------------------\n\n                                       4\n\n(a)  At all meetings of the Board of Directors, the presence of a majority of\n     the entire Board shall be necessary and sufficient to constitute a quorum\n     for the transaction of business, except as otherwise provided by law, by\n     the Certificate of Incorporation, or by these By-Laws.\n\n(b)  A majority of the directors present at the time and place of any regular or\n     special meeting, although less than a quorum, may adjourn the same from\n     time to time without notice.\n\nSECTION 7 - MANNER OF ACTING:\n-----------------------------\n\n(a)  At all meetings of the Board of Directors, each director present shall have\n     one vote, irrespective of the number of shares of stock, if any, which he\n     may hold.\n\n(b)  Except as otherwise provided by statute, by the Certificate of\n     Incorporation, or by these By-Laws, the action of a majority of the\n     directors present at any meeting at which a quorum is present shall be the\n     act of the Board of Directors.\n\nSECTION 8 - VACANCIES:\n----------------------\n\nAny vacancy in the Board of Directors occurring by reason of an increase in the\nnumber of directors, or by reason of the death, resignation, disqualification,\nremoval (unless a vacancy created by the removal of a director by the\nshareholders shall be filled by the shareholders at the meeting at which the\nremoval was effected) or inability to act of any director, or otherwise, shall\nbe filled for the unexpired portion of the term by a majority vote of the\nremaining directors, though less than a quorum at any regular meeting or special\nmeeting of the Board of Directors called for that purpose.\n\nSECTION 9 - RESIGNATION:\n------------------------\n\nAny director may resign at any time by giving written notice to the Board of\nDirectors, the President or the Secretary of the Corporation. Unless otherwise\nspecified in such written notice, such resignation shall take effect upon\nreceipt thereof by the Board of Directors or such officer, and the acceptance of\nsuch resignation shall not be necessary to make it effective.\n\nSECTION 10 - REMOVAL:\n---------------------\n\nAny director may be removed with or without cause at any time by the\nshareholders, at a special meeting of the shareholders called for that purpose,\nand may be removed for cause by action of the Board.\n\nSECTION 11 - COMPENSATION:\n--------------------------\n\nUnless otherwise provided by the Certificate of Incorporation, the Board of\nDirectors\n\n\n                                       5\n\nshall have the authority to fix the compensation of directors, which\ncompensation may include the reimbursement of expenses incurred in connection\nwith meetings of the Board of Directors or a committee thereof; provided,\nhowever, that nothing herein contained shall be construed to preclude any\ndirector from serving the Corporation in any other capacity and receiving\ncompensation therefor.\n\nSECTION 12 - COMMITTEE:\n-----------------------\n\nThe Board of Directors, by resolution adopted by a majority of the entire Board,\nmay from time to time designate from among its members an executive committee\nand such other committees, and alternate members thereof, as they may deem\ndesirable, each consisting of one or more members, with such powers and\nauthority (to the extent permitted by law) as may be provided in such\nresolution. Each such committee shall serve at the pleasure of the Board.\n\n                              ARTICLE IV - OFFICERS\n                              ---------------------\n\nSECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:\n----------------------------------------------------------------\n\n(a)  The officers of the Corporation shall consist of a President, a Secretary,\n     a Treasurer, and such other officers, including a Chairman of the Board of\n     Directors, and one or more Vice Presidents, as the Board of Directors may\n     from time to time deem advisable. Any officer other than the Chairman of\n     the Board of Directors may be, but is not required to be, a director of the\n     Corporation. Any two or more offices may be held by the same person.\n\n(b)  The officers of the Corporation shall be elected by the Board of Directors\n     at the regular annual meeting of the Board following the annual meeting of\n     shareholders.\n\n(c)  Each officer shall hold office until the annual meeting of the Board of\n     Directors next succeeding his election, and until his successor shall have\n     been elected and qualified, or until his death, resignation or removal.\n\nSECTION 2 - RESIGNATION:\n------------------------\n\nAny officer may resign at any time by giving written notice of such resignation\nto the Board of Directors, or to the President or the Secretary of the\nCorporation. Unless otherwise specified in such written notice, such resignation\nshall take effect upon receipt thereof by the Board of Directors or by such\nofficer, and the acceptance of such resignation shall not be necessary to make\nit effective.\n\nSECTION 3 - REMOVAL:\n--------------------\n\nAny officer may be removed, either with or without cause, and a successor\nelected by the Board at any time.\n\n                                       6\n\nSECTION 4 - VACANCIES:\n----------------------\n\nA vacancy in any office by reason of death, resignation, inability to act,\ndisqualification, or any other cause, may at any time be filled for the\nunexpired portion of the term by the Board of Directors.\n\nSECTION 5 - DUTIES OF OFFICERS:\n-------------------------------\n\nOfficers of the Corporation shall, unless otherwise provided by the Board of\nDirectors, each have such powers and duties as generally pertain to their\nrespective offices as well as such powers and duties as may be set forth in\nthese By-Laws, or may from time to time be specifically conferred or imposed by\nthe Board of Directors.\n\nSECTION 6 - SURETIES AND BONDS:\n-------------------------------\n\nIn case the Board of Directors shall so require, any officer, employee or agent\nof the Corporation shall execute to the Corporation a bond in such sum, and with\nsuch surety or sureties as the Board of Directors may direct, conditioned upon\nthe faithful performance of his duties to the Corporation, including\nresponsibility for negligence and for the accounting for all property, funds or\nsecurities of the Corporation which may come into his hands.\n\nSECTION 7 - SHARES OF OTHER CORPORATIONS:\n-----------------------------------------\n\nWhenever the Corporation is the holder of shares of any other corporation, any\nright or power of the Corporation as such shareholder (including the attendance,\nacting and voting at shareholders meetings and execution of waivers, consents,\nproxies or other instruments) may be exercised on behalf of the Corporation by\nthe President, any Vice President, or such other person as the Board of\nDirectors may authorize.\n\n                           ARTICLE V - SHARES OF STOCK\n                           ---------------------------\n\nSECTION 1 - CERTIFICATE OF STOCK:\n---------------------------------\n\n(a)  The certificates representing shares of the Corporation shall be in such\n     form as shall be adopted by the Board of Directors, and shall be numbered\n     and registered in the order issued. They shall bear the holder's name and\n     the number of shares, and shall be signed by (i) the Chairman of the Board\n     or the President or a Vice President, and (ii) the Secretary or Treasurer,\n     or any Assistant Secretary or Assistant Treasurer, and may bear the\n     corporate seal.\n\n(b)  No certificate representing shares shall be issued until the full amount of\n     consideration therefor has been paid, except as otherwise permitted by law.\n\n                                       7\n\n(c)   The Board of Directors may authorize the issuance of certificates for\n      fractions of a share which shall entitle the holder to exercise voting\n      rights, receive dividends and participate in liquidating distributions, in\n      proportion to the fractional holdings, or it may authorize the payment in\n      cash of the fair value of fractions of a share as of the time when those\n      entitled to receive such fractions are determined; or it may authorize the\n      issuance, subject to such conditions as may be permitted by law, of scrip\n      in registered or bearer form over the signature of an officer or agent of\n      the Corporation, exchangeable as therein provided for full shares, but\n      such scrip shall not entitle the holder to any rights of a shareholder,\n      except as therein provided.\n\nSECTION 2 - LOST OR DESTROYED CERTIFICATES:\n-------------------------------------------\n\nThe holder of any certificate representing shares of the Corporation shall\nimmediately notify the Corporation of any loss or destruction of the certificate\nrepresenting the same. The Corporation may issue a new certificate in the place\nof any certificate theretofore issued by it, alleged to have been lost or\ndestroyed. On production of such evidence of loss or destruction as the Board of\nDirectors in its discretion may require, the Board of Directors may, in its\ndiscretion, require the owner of the lost or destroyed certificate, or his legal\nrepresentatives, to give the Corporation a bond in such sum as the Board may\ndirect, and with such surety or sureties as may be satisfactory to the Board, to\nindemnify the Corporation against any claims, loss, liability or damage it may\nsuffer on account of the issuance of the new certificate. A new certificate may\nbe issued without requiring any such evidence or bond when, in the judgment of\nthe Board of Directors, it is proper so to do.\n\nSECTION 3 - TRANSFERS OF SHARES:\n--------------------------------\n\n(a)   Transfers of shares of the Corporation shall be made on the share records\n      of the Corporation only by the holder of record thereof, in person or by\n      his duly authorized attorney, upon surrender for cancellation of the\n      certificate or certificates representing such shares, with an assignment\n      or power of transfer endorsed thereon or delivered therewith, duly\n      executed, with such proof of the authenticity of the signature and of\n      authority to transfer and of payment of transfer taxes as the Corporation\n      or its agents may require.\n\n(b)   The Corporation shall be entitled to treat the holder of record of any\n      shares as the absolute owner thereof for all purposes, and, accordingly,\n      shall not be bound to recognize any legal, equitable or other claim to, or\n      interest in, such share or shares on the part of any other person, whether\n      or not it shall have express or other notice thereof, except as otherwise\n      expressly provided by law.\n\nSECTION 4 - RECORD DATE:\n------------------------\n\nIn lieu of closing the share records of the Corporation, the Board of Directors\nmay fix, in advance, a date not exceeding sixty days, nor less than ten days, as\nthe record date for the\n\n\n                                       8\n\ndetermination of shareholders entitled to receive notice of, or to vote at, any\nmeeting of shareholders, or to consent to any proposal without a meeting, or for\nthe purpose of determining shareholders entitled to receive payment of any\ndividends, or allotment of any rights, or for the purpose of any other action.\nIf no record date is fixed, the record date for the determination of\nshareholders entitled to notice of or to vote at a meeting of shareholders shall\nbe at the close of business on the day next preceding the day on which notice is\ngiven, or, if no notice is given, the day on which the meeting is held; the\nrecord date for determining shareholders for any other purpose shall be at the\nclose of business on the day on which the resolution of the directors relating\nthereto is adopted. When a determination of shareholders of record entitled to\nnotice of or to vote at any meeting of shareholders has been made as provided\nfor herein, such determination shall apply to any adjournment thereof, unless\nthe directors fix a new record date for the adjournment meeting.\n\n                             ARTICLE VI - DIVIDENDS\n                             ----------------------\n\nSubject to applicable law, dividends may be declared and paid out of any funds\navailable therefor, as often, in such amounts, and at such time or times as the\nBoard of Directors may determine.\n\n                            ARTICLE VII - FISCAL YEAR\n                            -------------------------\n\nThe fiscal year of the Corporation shall be fixed by the Board of Directors from\ntime to time, subject to applicable law.\n\n                          ARTICLE VIII - CORPORATE SEAL\n                          -----------------------------\n\nThe corporate seal, if any, shall be in such form as shall be approved from time\nto time by the Board of Directors.\n\n                            ARTICLE IX - AMENDMENTS\n                            -----------------------\n\nSECTION 1 - BY SHAREHOLDERS:\n----------------------------\n\nAll by-laws of the Corporation shall be subject to alteration or repeal, and new\nby-laws may be made, by a majority vote of the shareholders at the time entitled\nto vote in the election of directors.\n\nSECTION 2 - BY DIRECTORS:\n-------------------------\n\nThe Board of Directors shall have power to make, adopt, alter, amend and repeal,\nfrom time to time, by-laws of the Corporation; provided, however, that the\nshareholders entitled to vote with respect thereto as in this Article IX\nabove-provided may alter, amend or repeal by-laws made by the Board of\nDirectors, except that the Board of Directors shall have no power to change the\nquorum for meeting of shareholders or of the Board of\n\n\n                                       9\n\nDirectors, or to change any provisions of the by-laws with respect to the\nremoval of directors or the filling of vacancies in the Board resulting from the\nremoval by the shareholders.\n\n                           ARTICLE X - INDEMNIFICATION\n                           ---------------------------\n\nSubject to the conditions and qualifications set forth in the Business\nCorporation Law, the Corporation may indemnify any person, made a party to an\naction by or in the right of the Corporation to procure a judgment in its favor\nby reason of the fact that he, his testator or intestate, is or was a director\nor officer of the Corporation, against the reasonable expenses, including\nattorneys fees, actually and necessarily incurred by him in connection with the\ndefense of such action, or in connection with an appeal therein, except in\nrelation to matters as to which such director or officer is adjudged to have\nbreached his duty to the Corporation, as such duty is defined in Section 717 of\nthe Business Corporation Law. Subject to the conditions and qualifications set\nforth in the Business Corporation Law, the Corporation may also indemnify any\nperson, made or threatened to be made a party to an action or proceeding other\nthan one by or in the right of the Corporation to procure a judgment in its\nfavor, whether civil or criminal, including an action by or in the right of any\nother corporation, domestic or foreign, which he served in any capacity at the\nrequest of the Corporation, by reason of the fact, that he, his testator or\nintestate was a director or officer of the Corporation or served such other\ncorporation in any capacity, against judgments, fines, amounts paid in\nsettlement, and reasonable expenses, including attorneys' fees actually and\nnecessarily incurred as a result of such action or proceeding, or any appeal\ntherein, if such director or officer acted in good faith for a purpose which he\nreasonably believed to be in the best interests of the Corporation and, in\ncriminal actions or proceedings, in addition, had no reasonable cause to believe\nthat his conduct was unlawful.\n\n\n\n\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6859],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9573,9574],"class_list":["post-41430","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barr-laboratories-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41430","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41430"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41430"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41430"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41430"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}