{"id":41439,"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-corio-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-corio-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-corio-inc.html","title":{"rendered":"By-Laws &#8211; Corio Inc."},"content":{"rendered":"<pre>                                     BY-LAWS\n\n                                       OF\n\n                                   CORIO, INC.\n\n\n\n\n\n\n                               TABLE OF CONTENTS\n\n\n\n                                                                                               PAGE\n                                                                                               ----\n                                                                                            \nARTICLE I........................................................................................1\n\n        1.1    ANNUAL MEETINGS...................................................................1\n        1.2    SPECIAL MEETINGS..................................................................1\n        1.3    NOTICE OF MEETINGS................................................................1\n        1.4    ADJOURNMENTS......................................................................1\n        1.5    QUORUM............................................................................2\n        1.6    ORGANIZATION......................................................................2\n        1.7    VOTING; PROXIES...................................................................2\n        1.8    FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD...........................3\n        1.9    LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................3\n        1.10   ACTION BY CONSENT OF STOCKHOLDERS.................................................4\n\nARTICLE II.......................................................................................4\n\n        2.1    NUMBER; QUALIFICATIONS............................................................4\n        2.2    CLASSES OF DIRECTORS..............................................................4\n        2.3    ELECTION; RESIGNATION; REMOVAL; VACANCIES.........................................5\n        2.4    REGULAR MEETINGS..................................................................5\n        2.5    SPECIAL MEETINGS..................................................................5\n        2.6    TELEPHONIC MEETINGS PERMITTED.....................................................5\n        2.7    QUORUM; VOTE REQUIRED FOR ACTION..................................................5\n        2.8    ORGANIZATION......................................................................6\n        2.9    INFORMAL ACTION BY DIRECTORS......................................................6\n\nARTICLE III......................................................................................6\n\n        3.1    COMMITTEES........................................................................6\n        3.2    COMMITTEE RULES...................................................................6\n\nARTICLE IV.......................................................................................7\n\n        4.1    EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;\n               RESIGNATION; REMOVAL; VACANCIES...................................................7\n        4.2    POWERS AND DUTIES OF OFFICERS.....................................................7\n        4.3    LIMITATIONS ON POWERS AND DUTIES OF OFFICERS......................................7\n\nARTICLE V........................................................................................8\n\n        5.1    CERTIFICATES......................................................................8\n        5.2    LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF  NEW\n               CERTIFICATES......................................................................8\n\n\n\n\n                                      -i-\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n\n                                                                                               PAGE\n                                                                                               ----\n                                                                                            \nARTICLE VI.......................................................................................8\n\n        6.1    RIGHT TO INDEMNIFICATION..........................................................8\n        6.2    PREPAYMENT OF EXPENSES............................................................9\n        6.1.   CLAIMS............................................................................9\n        6.2.   NON-EXCLUSIVITY OF RIGHTS.........................................................9\n        6.3.   OTHER INDEMNIFICATION.............................................................9\n        6.4.   AMENDMENT OR REPEAL...............................................................9\n\nARTICLE VII.....................................................................................10\n\n        7.1    FISCAL YEAR......................................................................10\n        7.2    DESIGNATION OF AUDITORS..........................................................10\n        7.3    DRAFT OPERATING BUDGET AND BALANCE SHEET.........................................10\n        7.4    MANAGEMENT ACCOUNTS..............................................................10\n        7.5    BALANCE SHEET &amp; PROFIT AND LOSS STATEMENT........................................10\n        7.6    FURTHER INFORMATION..............................................................10\n        7.7    SEAL.............................................................................10\n        7.8    WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND  COMMITTEES..........11\n        7.9    INTERESTED DIRECTORS; QUORUM.....................................................11\n        7.10   FORM OF RECORDS..................................................................11\n        7.11   AMENDMENT OF BY-LAWS.............................................................11\n        7.12   NOTICE...........................................................................12\n\n\n\n\n                                      -ii-\n\n\n                                     BY-LAWS\n\n                                       OF\n\n                                   CORIO, INC.\n\n\n                                    ARTICLE I\n                                  STOCKHOLDERS\n\n        1.1 ANNUAL MEETINGS\n\n        An annual meeting of stockholders shall be held for the election of\ndirectors at such date, time and place, either within or without the State of\nDelaware, as may be designated by resolution of the Board of Directors from time\nto time. Any other proper business may be transacted at the annual meeting.\n\n        1.2 SPECIAL MEETINGS\n\n        Special meetings of stockholders for any purpose or purposes may be\ncalled at any time by the Board of Directors, or by a committee of the Board of\nDirectors which has been duly designated by the Board of Directors and whose\npowers and authority, as expressly provided in a resolution of the Board of\nDirectors, include the power to call such meetings, but such special meetings\nmay not be called by any other person or persons.\n\n        1.3 NOTICE OF MEETINGS\n\n        Whenever stockholders are required or permitted to take any action at a\nmeeting, a written notice of the meeting shall be given which shall state the\nplace, date and hour of the meeting, and, in the case of a special meeting, the\npurpose or purposes for which the meeting is called. Unless otherwise provided\nby law, the certificate of incorporation or these by-laws, the written notice of\nany meeting shall be given not less than ten nor more than sixty days before the\ndate of the meeting to each stockholder entitled to vote at such meeting. If\nmailed, such notice shall be deemed to be given when deposited in the mail,\npostage prepaid, directed to the stockholder at his address as it appears on the\nrecords of the corporation.\n\n        1.4 ADJOURNMENTS\n\n        Any meeting of stockholders, annual or special, may adjourn from time to\ntime to reconvene at the same or some other place, and notice need not be given\nof any such adjourned meeting if the time and place thereof are announced at the\nmeeting at which the adjournment is taken. At the adjourned meeting the\ncorporation may transact any business which might have been transacted at the\noriginal meeting. If the adjournment is for more than thirty days, or if after\nthe adjournment a\n\n\n\n\n\nnew record date is fixed for the adjourned meeting, a notice of the adjourned\nmeeting shall be given to each stockholder of record entitled to vote at the\nmeeting.\n\n        1.5 QUORUM\n\n        Except as otherwise provided by law, the certificate of incorporation or\nthese by-laws, at each meeting of stockholders the presence in person or by\nproxy of the holders of shares of stock having a majority of the votes which\ncould be cast by the holders of all outstanding shares of stock entitled to vote\nat the meeting shall be necessary and sufficient to constitute a quorum. In the\nabsence of a quorum, the stockholders so present may, by majority vote, adjourn\nthe meeting from time to time in the manner provided in Section 1.4 of these\nby-laws until a quorum shall attend. Shares of its own stock belonging to the\ncorporation or to another corporation, if a majority of the shares entitled to\nvote in the election of directors of such other corporation is held, directly or\nindirectly, by the corporation, shall neither be entitled to vote nor be counted\nfor quorum purposes; provided, however, that the foregoing shall not limit the\nright of the corporation to vote stock, including but not limited to its own\nstock, held by it in a fiduciary capacity.\n\n        1.6 ORGANIZATION\n\n        Meetings of stockholders shall be presided over by the Chairman of the\nBoard, if any, or in his absence by the Vice Chairman of the Board, if any, or\nin his absence by the President, or in his absence by a Vice President, or in\nthe absence of the foregoing persons by a chairman designated by the Board of\nDirectors, or in the absence of such designation by a chairman chosen at the\nmeeting. The Secretary shall act as secretary of the meeting, but in his absence\nthe chairman of the meeting may appoint any person to act as secretary of the\nmeeting.\n\n        1.7 VOTING; PROXIES\n\n        Except as otherwise provided by the certificate of incorporation, each\nstockholder entitled to vote at any meeting of stockholders shall be entitled to\none vote for each share of stock held by him which has voting power upon the\nmatter in question. Each stockholder entitled to vote at a meeting of\nstockholders may authorize another person or persons to act for him by proxy,\nbut no such proxy shall be voted or acted upon after three years from its date,\nunless the proxy provides for a longer period. A duly executed proxy shall be\nirrevocable if it states that it is irrevocable and if, and only as long as, it\nis coupled with an interest sufficient in law to support an irrevocable power. A\nstockholder may revoke any proxy which is not irrevocable by attending the\nmeeting and voting in person or by filing an instrument in writing revoking the\nproxy or another duly executed proxy bearing a later date with the Secretary of\nthe corporation. Voting at meetings of stockholders need not be by written\nballot and need not be conducted by inspectors of election unless so determined\nby the holders of shares of stock having a majority of the votes which could be\ncast by the holders of all outstanding shares of stock entitled to vote thereon\nwhich are present in person or by proxy at such meeting. At all meetings of\nstockholders for the election of directors a plurality of the votes cast shall\nbe sufficient to elect. All other elections and questions shall, unless\notherwise provided by law, the certificate of incorporation or these by-laws, be\ndecided by the vote of the holders of shares of\n\n\n\n                                      -2-\n\n\nstock having a majority of the votes which could be cast by the holders of all\nshares of stock entitled to vote thereon which are present in person or\nrepresented by proxy at the meeting.\n\n        1.8 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD\n\n        In order that the corporation may determine the stockholders entitled to\nnotice of or to vote at any meeting of stockholders or any adjournment thereof,\nor to express consent to corporate action in writing without a meeting, or\nentitled to receive payment of any dividend or other distribution or allotment\nof any rights, or entitled to exercise any rights in respect of any change,\nconversion or exchange of stock or for the purpose of any other lawful action,\nthe Board of Directors may fix a record date, which record date shall not\nprecede the date upon which the resolution fixing the record date is adopted by\nthe Board of Directors and which record date: (1) in the case of determination\nof stockholders entitled to vote at any meeting of stockholders or adjournment\nthereof, shall, unless otherwise required by law, not be more than sixty nor\nless than ten days before the date of such meeting; (2) in the case of\ndetermination of stockholders entitled to express consent to corporate action in\nwriting without a meeting, shall not be more than ten days from the date upon\nwhich the resolution fixing the record date is adopted by the Board of\nDirectors; and (3) in the case of any other action, shall not be more than sixty\ndays prior to such other action. If no record date is fixed: (1) the record date\nfor determining stockholders entitled to notice of or to vote at a meeting of\nstockholders shall be at the close of business on the day next preceding the day\non which notice is given, or, if notice is waived, at the close of business on\nthe day next preceding the day on which the meeting is held; (2) the record date\nfor determining stockholders entitled to express consent to corporate action in\nwriting without a meeting when no prior action of the Board of Directors is\nrequired by law, shall be the first date on which a signed written consent\nsetting forth the action taken or proposed to be taken is delivered to the\ncorporation in accordance with applicable law, or, if prior action by the Board\nof Directors is required by law, shall be at the close of business on the day on\nwhich the Board of Directors adopts the resolution taking such prior action; and\n(3) the record date for determining stockholders for any other purpose shall be\nat the close of business on the day on which the Board of Directors adopts the\nresolution relating thereto. A determination of stockholders of record entitled\nto notice of or to vote at a meeting of stockholders shall apply to any\nadjournment of the meeting; provided, however, that the Board of Directors may\nfix a new record date for the adjourned meeting.\n\n        1.9 LIST OF STOCKHOLDERS ENTITLED TO VOTE\n\n        The Secretary shall prepare and make, at least ten days before every\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nthe meeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten days prior to the meeting, either at a place within the city where the\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held.\nThe list shall also be produced and kept at the time and place of the meeting\nduring the whole time thereof and may be inspected by any stockholder who is\npresent. Upon the willful neglect or refusal of the\n\n\n\n                                      -3-\n\n\ndirectors to produce such a list at any meeting for the election of directors,\nthey shall be ineligible for election to any office at such meeting. The stock\nledger shall be the only evidence as to who are the stockholders entitled to\nexamine the stock ledger, the list of stockholders or the books of the\ncorporation, or to vote in person or by proxy at any meeting of stockholders.\n\n        1.10 ACTION BY CONSENT OF STOCKHOLDERS\n\n        Unless otherwise restricted by the certificate of incorporation, any\naction required or permitted to be taken at any annual or special meeting of the\nstockholders may be taken without a meeting, without prior notice and without a\nvote, if a consent in writing, setting forth the action so taken, shall be\nsigned by the holders of outstanding stock having not less than the minimum\nnumber of votes that would be necessary to authorize or take such action at a\nmeeting at which all shares entitled to vote thereon were present and voted.\nPrompt notice of the taking of the corporate action without a meeting by less\nthan unanimous written consent shall be given to those stockholders who have not\nconsented in writing.\n\n                                   ARTICLE II\n\n                               BOARD OF DIRECTORS\n\n\n        2.1 NUMBER; QUALIFICATIONS\n\n        The Board of Directors shall consist of to six to nine (6-9) members as\ndetermined from time to time by the Board of Directors. Directors need not be\nstockholders.\n\n        2.2 CLASSES OF DIRECTORS\n\n        The directors shall be divided into three classes designated as Class I,\nClass II and Class III, respectively. Directors shall be assigned to each class\nin accordance with a resolution or resolutions adopted by the board of\ndirectors. At the first annual meeting of stockholders following the initial\nadoption of these bylaws, the term of office of the Class I directors shall\nexpire and Class I directors shall be elected for a full term of three years. At\nthe second annual meeting of stockholders following the initial adoption of\nthese bylaws, the term of office of the Class II directors shall expire and\nClass II directors shall be elected for a full term of three years. At the third\nannual meeting of stockholders following the initial adoption of these bylaws,\nthe term of office of the Class III directors shall expire and Class III\ndirectors shall be elected for a full term of three years. At each succeeding\nannual meeting of stockholders, directors shall be elected each for a full term\nof three years to succeed the directors of the class whose terms expire at such\nannual meeting.\n\n        Notwithstanding the foregoing provisions of this article, each directors\nshall serve until his successor is duly elected and qualified or until his\nearlier death, resignation or removal. No decrease in the number of directors\nconstituting the board of directors shall shorten the term of any incumbent\ndirector.\n\n\n\n                                      -4-\n\n\n        2.3 ELECTION; RESIGNATION; REMOVAL; VACANCIES\n\n        The Board of Directors shall initially consist of the persons named as\ndirectors in the incorporator's statement and each director so elected shall\nhold office until the first annual meeting of stockholders or until his\nsuccessor is elected and qualified. At the first annual meeting of stockholders\nand at each annual meeting thereafter, the stockholders shall elect directors\neach of whom shall hold office for a term of one year or until his successor is\nelected and qualified. Any director may resign at any time upon written notice\nto the corporation. Any newly created directorship or any vacancy occurring in\nthe Board of Directors for any cause may be filled by a majority of the\nremaining members of the Board of Directors, although such majority is less than\na quorum, or by a plurality of the votes cast at a meeting of stockholders, and\neach director so elected shall hold office until the expiration of the term of\noffice of the director whom he has replaced or until his successor is elected\nand qualified.\n\n        2.4 REGULAR MEETINGS\n\n        Regular meetings of the Board of Directors may be held at such places\nwithin or without the State of Delaware and at such times as the Board of\nDirectors may from time to time determine, and if so determined notices thereof\nneed not be given.\n\n        2.5 SPECIAL MEETINGS\n\n        Special meetings of the Board of Directors may be held at any time or\nplace within or without the State of Delaware whenever called by the President,\nany Vice President, the Secretary, or by any member of the Board of Directors.\nNotice of a special meeting of the Board of Directors shall be given by the\nperson or persons calling the meeting at least twenty-four hours before the\nspecial meeting.\n\n        2.6 TELEPHONIC MEETINGS PERMITTED\n\n        Members of the Board of Directors, or any committee designated by the\nBoard of Directors, may participate in a meeting thereof by means of conference\ntelephone or similar communications equipment by means of which all persons\nparticipating in the meeting can hear each other, and participation in a meeting\npursuant to this by-law shall constitute presence in person at such meeting.\n\n        2.7 QUORUM; VOTE REQUIRED FOR ACTION\n\n        At all meetings of the Board of Directors a majority of the whole Board\nof Directors shall constitute a quorum for the transaction of business. Except\nin cases in which the certificate of incorporation or these by-laws otherwise\nprovide, the vote of a majority of the directors present at a meeting at which a\nquorum is present shall be the act of the Board of Directors.\n\n\n\n                                      -5-\n\n\n        2.8 ORGANIZATION\n\n        Meetings of the Board of Directors shall be presided over by the\nChairman of the Board, if any, or in his absence by the Vice Chairman of the\nBoard, if any, or in his absence by the President, or in their absence by a\nchairman chosen at the meeting. The Secretary shall act as secretary of the\nmeeting, but in his absence the chairman of the meeting may appoint any person\nto act as secretary of the meeting.\n\n        2.9 INFORMAL ACTION BY DIRECTORS\n\n\n        Unless otherwise restricted by the certificate of incorporation or these\nby-laws, any action required or permitted to be taken at any meeting of the\nBoard of Directors, or of any committee thereof, may be taken without a meeting\nif all members of the Board of Directors or such committee, as the case may be,\nconsent thereto in writing, and the writing or writings are filed with the\nminutes of proceedings of the Board of Directors or such committee.\n\n                                  ARTICLE III\n\n                                   COMMITTEES\n\n        3.1 COMMITTEES\n\n        The Board of Directors may, by resolution passed by a majority of the\nwhole Board of Directors, designate one or more committees, each committee to\nconsist of one or more of the directors of the corporation. The Board of\nDirectors may designate one or more directors as alternate members of any\ncommittee, who may replace any absent or disqualified member at any meeting of\nthe committee. In the absence or disqualification of a member of the committee,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or they constitute a quorum, may unanimously appoint\nanother member of the Board of Directors to act at the meeting in place of any\nsuch absent or disqualified member. Any such committee, to the extent permitted\nby law and to the extent provided in the resolution of the Board of Directors,\nshall have and may exercise all the powers and authority of the Board of\nDirectors in the management of the business and affairs of the corporation, and\nmay authorize the seal of the corporation to be affixed to all papers which may\nrequire it.\n\n        3.2 COMMITTEE RULES\n\n        Unless the Board of Directors otherwise provides, each committee\ndesignated by the Board of Directors may make, alter and repeal rules for the\nconduct of its business. In the absence of such rules each committee shall\nconduct its business in the same manner as the Board of Directors conducts its\nbusiness pursuant to Article 2 of these by-laws.\n\n\n\n                                      -6-\n\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n        4.1 EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;\n            RESIGNATION; REMOVAL; VACANCIES\n\n        All officers of the corporation shall be appointed by the Board of\nDirectors. The Board of Directors may remove any officer with or without cause\nat any time, but such removal shall be without prejudice to the contractual\nrights of such officer, if any, with the corporation. Any number of offices may\nbe held by the same person. Any vacancy occurring in any office of the\ncorporation by death, resignation, removal or otherwise may be filled for the\nunexpired portion of the term by the Board of Directors at any regular or\nspecial meeting or upon written consent of the Board of Directors.\n\n        4.2 POWERS AND DUTIES OF OFFICERS\n\n        The officers of the corporation shall have such powers and duties in the\nmanagement of the corporation as may be prescribed by the Board of Directors\nand, to the extent not so provided, as generally pertain to their respective\noffices, subject to the control of the Board of Directors. The Board of\nDirectors may require any officer, agent or employee to give security for the\nfaithful performance of his duties.\n\n        4.3 LIMITATIONS ON POWERS AND DUTIES OF OFFICERS\n\n        No officer shall take any action, enter into any agreement, make any\nrepresentation or, by purposeful inaction, effect any of the actions or\ndecisions which the Board of Directors is prohibited or restricted from enacting\npursuant to this Section 4 hereof or any other section of these Bylaws and their\nfurther amendments or the certificate of incorporation.\n\n\n\n                                      -7-\n\n\n                                    ARTICLE V\n\n                                      STOCK\n\n        5.1 CERTIFICATES\n\n        Every holder of stock shall be entitled to have a certificate signed by\nor in the name of the corporation by the Chairman or Vice Chairman of the Board\nof Directors, if any, or the President or Vice President, and by the Treasurer\nor an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the\ncorporation, certifying the number of shares owned by him in the corporation.\nAny of or all the signatures on the certificate may be a facsimile. In case any\nofficer, transfer agent, or registrar who has signed or whose facsimile\nsignature has been placed upon a certificate shall have ceased to be such\nofficer, transfer agent, or registrar before such certificate is issued, it may\nbe issued by the corporation with the same effect as if he were such officer,\ntransfer agent, or registrar at the date of issue. No certificates may be issued\nwithout the written consent of the Board of Directors.\n\n        5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW\n            CERTIFICATES\n\n        The corporation may issue a new certificate of stock in the place of any\ncertificate theretofore issued by it, alleged to have been lost, stolen or\ndestroyed, and the corporation may require the owner of the lost, stolen or\ndestroyed certificate, or his legal representative, to give the corporation a\nbond sufficient to indemnify it against any claim that may be made against it on\naccount of the alleged loss, theft or destruction of any such certificate or the\nissuance of such new certificate.\n\n                                   ARTICLE VI\n\n                                 INDEMNIFICATION\n\n        6.1 RIGHT TO INDEMNIFICATION\n\n        The corporation shall indemnify and hold harmless, to the fullest extent\npermitted by applicable law as presently exists or may hereafter be amended, any\nperson who was or is made or is threatened to be made a party or is otherwise\ninvolved in any action, suit or proceeding, whether civil, criminal,\nadministrative or investigative (a 'proceeding') by reason of the fact that he,\nor a person for whom he is the legal representative, is or was a director,\nofficer, employee or agent of the corporation or is or was serving at the\nrequest of the corporation as a director, officer, employee or agent of another\ncorporation or of a partnership, joint venture, trust, enterprise or non-profit\nentity, including service with respect to employee benefit plans, against all\nliability and loss suffered and expenses reasonably incurred by such person. The\ncorporation shall be required to indemnify a\n\n\n\n                                      -8-\n\n\nperson in connection with a proceeding initiated by such person only if the\nproceeding was authorized by the Board of Directors of the corporation.\n\n        6.2 PREPAYMENT OF EXPENSES\n\n        The corporation shall pay the expenses incurred in defending any\nproceeding in advance of its final disposition, provided, however, that the\npayment of expenses incurred by a director or officer in advance of the final\ndisposition of the proceeding shall be made only upon receipt of an undertaking\nby the director or officer to repay all amounts advanced if it should be\nultimately determined that the director or officer is not entitled to be\nindemnified under this Article or otherwise.\n\n        6.3 CLAIMS\n\n        If a claim for indemnification or payment of expenses under this Article\nis not paid in full within sixty days after a written claim therefor has been\nreceived by the corporation the claimant may file suit to recover the unpaid\namount of such claim and, if successful in whole or in part, shall be entitled\nto be paid the expense of prosecuting such claim. In any such action the\ncorporation shall have the burden of proving that the claimant was not entitled\nto the requested indemnification or payment of expenses under applicable law.\n\n        6.4 NON-EXCLUSIVITY OF RIGHTS\n\n        The rights conferred on any person by this Article 6 shall not be\nexclusive of any other rights which such person may have or hereafter acquire\nunder any statute, provision of the certificate of incorporation, these by-laws,\nagreement, vote of stockholders or disinterested directors or otherwise.\n\n        6.5 OTHER INDEMNIFICATION\n\n        The corporation's obligation, if any, to indemnify any person who was or\nis serving at its request as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust, enterprise or non-profit entity\nshall be reduced by any amount such person may collect as indemnification from\nsuch other corporation, partnership, joint venture, trust, enterprise or\nnon-profit enterprise.\n\n        6.6 AMENDMENT OR REPEAL\n\n        Any repeal or modification of the foregoing provisions of this Article 6\nshall not adversely affect any right or protection hereunder of any person in\nrespect of any act or omission occurring prior to the time of such repeal or\nmodification.\n\n\n\n                                      -9-\n\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n        7.1 FISCAL YEAR\n\n        The fiscal year of the corporation end on December 31 of each year.\n\n        7.2 DESIGNATION OF AUDITORS\n\n        The corporate accountants\/auditors of the corporation shall be Coopers &amp; Lybrand LLP.\n\n        7.3 DRAFT OPERATING BUDGET AND BALANCE SHEET\n\n        Before January 15 of each year a detailed draft operating budget,\nincluding estimated major items of revenue and capital expenditure, for the then\ncurrent fiscal year, together with a balance sheet showing the projected\nposition of the company as at the end of the then current fiscal year will be\nsubmitted by the corporation to the Board of Directors.\n\n        7.4 MANAGEMENT ACCOUNTS\n\n        Within twenty calendar days after the end of each calendar month,\nunaudited management accounts for the month then ended shall be submitted to the\nBoard of Directors by the corporation.\n\n        7.5 BALANCE SHEET &amp; PROFIT AND LOSS STATEMENT\n\n        Within twenty-five calendar days after the end of each of the first\nthree quarters of each fiscal year of the corporation and within forty days\nafter the end of the last quarter of each fiscal year of the company, a balance\nsheet and a profit and loss statement, all in reasonable detail, as determined\nby the Board of Directors shall be submitted by the corporation to the Board of\nDirectors.\n\n        7.6 FURTHER INFORMATION\n\n        The corporation shall promptly submit to the Board of Directors such\nfurther information relating to the business or financial condition of the\ncompany as the Board of Directors shall request.\n\n        7.7 SEAL\n\n        The corporate seal shall have the name of the corporation inscribed\nthereon and shall be in such form as may be approved from time to time by the\nBoard of Directors.\n\n\n\n                                      -10-\n\n\n        7.8 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND\n            COMMITTEES\n\n        Any written waiver of notice, signed by the person entitled to notice,\nwhether before or after the time stated therein, shall be deemed equivalent to\nnotice. Attendance of a person at a meeting shall constitute a waiver of notice\nof such meeting, except when the person attends a meeting for the express\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of any regular or special meeting\nof the stockholders, directors, or members of a committee of directors need be\nspecified in any written waiver of notice.\n\n        7.9 INTERESTED DIRECTORS; QUORUM\n\n        No contract or transaction between the corporation and one or more of\nits directors or officers, or between the corporation and any other corporation,\npartnership, association, or other organization in which one or more of its\ndirectors or officers are directors or officers, or have a financial interest,\nshall be void or voidable solely for this reason, or solely because the director\nor officer is present at or participates in the meeting of the Board of\nDirectors or committee thereof which authorizes the contract or transaction, or\nsolely because his or their votes are counted for such purpose, if: (1) the\nmaterial facts as to his relationship or interest and as to the contract or\ntransaction are disclosed or are known to the Board of Directors or the\ncommittee, and the Board of Directors or committee in good faith authorizes the\ncontract or transaction by the affirmative votes of a majority of the\ndisinterested directors, even though the disinterested directors be less than a\nquorum; or (2) the material facts as to his relationship or interest and as to\nthe contract or transaction are disclosed or are known to the stockholders\nentitled to vote thereon, and the contract or transaction is specifically\napproved in good faith by vote of the stockholders; or (3) the contract or\ntransaction is fair as to the corporation as of the time it is authorized,\napproved or ratified, by the Board of Directors, a committee thereof, or the\nstockholders. Common or interested directors may be counted in determining the\npresence of a quorum at a meeting of the Board of Directors or of a committee\nwhich authorizes the contract or transaction.\n\n        7.10 FORM OF RECORDS\n\n        Any records maintained by the corporation in the regular course of its\nbusiness, including its stock ledger, books of account, and minute books, may be\nkept on, or be in the form of, punch cards, magnetic tape, photographs,\nmicrophotographs, or any other information storage device, provided that the\nrecords so kept can be converted into clearly legible form within a reasonable\ntime. The corporation shall so convert any records so kept upon the request of\nany person entitled to inspect the same and any record shall at any time be made\navailable to the Board of Directors or an individual appointed by the Board of\nDirectors.\n\n        7.11 AMENDMENT OF BY-LAWS\n\n        These by-laws may be altered or repealed, and new by-laws made, by the\nBoard of Directors only with the prior written consent of the Board of\nDirectors.\n\n\n\n                                      -11-\n\n\n        7.12 NOTICE\n\n        All notices and other communications required or permitted hereunder\nshall be in writing, shall be effective when given, and shall in any event be\ndeemed to be given (a) five (5) days after deposit with the U.S. Postal Service\nor other applicable postal service, if delivered by first class mail, postage\nprepaid, (b) upon delivery, if delivered by hand, (c) one business day after the\nbusiness day of deposit with Federal Express or similar overnight courier,\nfreight prepaid, or (d) one business day after the business day of delivery by\nfacsimile transmission with copy by first class mail, postage prepaid, and shall\nbe addressed, if to a director or stockholder, to the director or stockholder's\naddress as it appears on the records of the Company, and, if to the Company, at\nthe address of its principal corporate offices (attention: Secretary) or at such\nother address as designated by the addressee.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7212],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41439","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-corio-inc","corporate_contracts_industries-technology__programming","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\/41439","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=41439"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41439"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41439"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41439"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}