{"id":41456,"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-internet-technologies-china-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-internet-technologies-china-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-internet-technologies-china-inc.html","title":{"rendered":"By-Laws &#8211; Internet Technologies China Inc."},"content":{"rendered":"<pre>                                    BY-LAWS\n\n                                      OF\n\n                   INTERNET TECHNOLOGIES CHINA INCORPORATED\n\n                                   ARTICLE I\n\n                                    Offices\n                                    -------\n                                        \n     SECTION 1.  Registered Office.  The registered office of Internet\n                 -----------------                                    \nTechnologies China Incorporated (the 'Corporation') in the State of Delaware,\nshall be 1013 Centre Road, Wilmington, Delaware 19805, in the County of New\nCastle. The name of the registered agent at such office shall be The Prentice\nHall Corporation System, Inc.\n\n     SECTION 2.  Other Offices.  The Corporation may also have offices at such\n                 -------------                                                \nother places either within or without the State of Delaware as the Board of\nDirectors (the 'Board') may from time to time determine.\n\n                                  ARTICLE 11\n\n                           Meetings of Stockholders\n                           ------------------------\n                                        \n     SECTION 1.  Annual Meetings.  The annual meeting of the stockholders of the\n                 ---------------                                                \nCorporation for the election of directors and for the transaction of such other\nbusiness as may properly come before the meeting shall be held at such hour and\nplace as the Board may determine on the second Tuesday in May of each year or on\nsuch other date as the Board may determine. If for any reason the annual meeting\nshall not be held on the date fixed herein, a special meeting in lieu of the\nannual meeting may be held, with all the force and effect of an annual meeting,\non such date and at such place and hour as shall be designated by the Board in\nthe notice thereof.  At the annual meeting any business may be transacted\nwhether or not the notice of such meeting shall have contained a reference\nthereto, except where such a reference is required by law, the Certificate of\nIncorporation or these By-Laws.\n\n     SECTION 2.  Special Meetings.  A special meeting of the stockholders for\n                 ----------------                                            \nany purpose or purposes may be called at any time by the Board or by the\nPresident, and such meeting shall be held on such date and at such place and\nhour as shall be designated in the notice thereof.\n\n     SECTION 3.  Notice of Meetings.  Except as otherwise expressly required by\n                 ------------------                                            \nthese By-laws or by law, notice of each meeting of the stockholders shall be\ngiven not less than ten (10) nor more than sixty (60) days before the date of\nthe meeting to each stockholder of record entitled to notice of, or to vote at,\nsuch meeting by delivering a notice thereof to such stockholder personally or by\ndepositing such notice in the United States mail, directed to such stockholder\nat such stockholder's address as it appears on \n\n                                      -1-\n\n \nthe stock records of the Corporation. Every such notice shall state the place,\ndate and hour of the meeting and, in the case of a special meeting, the purpose\nor purposes for which the meeting is called. Notice of any adjourned meeting of\nthe stockholders shall not be required to be given if the time and place thereof\nare announced at the meeting at which the adjournment is taken and a new record\ndate for the adjourned meeting is not thereafter fixed.\n\n     SECTION 4.  Quorum and Manner of Acting.  Except as otherwise expressly\n                 ---------------------------                                \nrequired by law, if stockholders holding of record a majority of the shares of\nstock of the Corporation issued, outstanding and entitled to be voted at the\nparticular meeting shall be present in person or by proxy, a quorum for the\ntransaction of business at any meeting of the stockholders shall exist. In the\nabsence of a quorum at any such meeting or any adjournment or adjournments\nthereof, a majority in voting interest of those present in person or by proxy\nand entitled to vote thereat may adjourn such meeting from time to time until\nstockholders holding the amount of stock requisite for a quorum shall be present\nin person or by proxy. At any such adjourned meeting at which a quorum is\npresent any business may be transacted which might have been transacted at the\nmeeting as originally called.\n\n     SECTION 5.  Voting.  Except as otherwise provided in the Certificate of\n                 ------                                                     \nIncorporation, each stockholder shall, at each meeting of the stockholders, be\nentitled to one vote in person or by proxy for each share of stock of the\nCorporation which has voting power on the matter in question held by such\nstockholder and registered in such stockholder's name on the stock record of the\nCorporation:\n\n          (a)  on the date fixed pursuant to the provisions of Section 6 of\nArticle VII of these By-laws as the record date for the determination of\nstockholders who shall be entitled to receive notice of and to vote at such\nmeeting; or\n\n          (b)  if no record date shall have been so fixed, at the close of\nbusiness on the day next given or, if notice of the meeting shall be waived, at\nthe close of business on the day next preceding the day on which the meeting\nshall be held.\n\nAt all meetings of the stockholders all matters, except as otherwise provided in\nthe Certificate of Incorporation, in these By-laws or by law, shall be decided\nby the vote of a majority in voting interest of the stockholders present in\nperson or by proxy and entitled to vote thereat, a quorum being present.\n\n     SECTION 6.  Consent in Lieu of Meeting.  Any action required to be taken or\n                 --------------------------                                     \nany other action which may be taken at any annual or special meeting of\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 signed\nby the holders of outstanding stock having not less than the minimum number of\nvotes that would be necessary to authorize or take such action at a meeting at\nwhich all shares entitled to vote thereon were present and voted, provided that\nprompt notice of the taking of the corporate action without a \n\n                                      -2-\n\n \nmeeting by less than unanimous written consent shall be given to those\nstockholders who have not consented in writing,\n\n     SECTION 7.  Inspectors.  Either the Board or, in the absence of a\n                 ----------                                           \ndesignation of inspectors by the Board, the chairman of the meeting may, in the\ndiscretion of the Board or the chairman, appoint one or more inspectors, who\nneed not be stockholders, who shall receive and take charge of ballots and\nproxies and decide all questions relating to the qualification of those\nasserting the right to vote and the validity of ballots and proxies. In the\nevent of the failure or refusal to serve of any inspector designated by the\nBoard, the chairman of the meeting shall appoint an inspector to act in place of\neach such inspector designated by the Board.\n\n                                  ARTICLE III\n\n                              Board of Directors\n                              ------------------\n                                        \n     SECTION 1.  General Powers.  The property, business, affairs and policies\n                 --------------                                               \nof the Corporation shall be managed by or under the direction of the Board.\n\n     SECTION 2.  Number and Term of Office. The number of directors which shall\n                 -------------------------                                     \nconstitute the initial Board shall be one (1) and thereafter the number shall be\nfixed from time to time by resolution of the Board of Directors.  Each of the\ndirectors of the Corporation shall hold office until the annual meeting after\nsuch director's election and until such director's successor shall be elected\nand shall qualify or until such director's earlier death or resignation or\nremoval in the manner hereinafter provided.\n\n     SECTION 3.  Meetings.\n                 -------- \n\n          (A)    Annual Meeting. The annual meeting of the Board, for the\n                 --------------\npurpose of organization, the election of officers and the transaction of other\nbusiness, shall be held as promptly as practicable after each annual meeting of\nstockholders or the special meeting in lieu thereof.\n\n          (B)    Regular Meetings. Regular meetings of the Board or any\n                 ----------------\ncommittee thereof shall be held at such time and place, within or without the\nState of Delaware, as the Board or such committee shall from time to time\ndetermine.\n\n          (C)    Special Meetings. Special meetings of the Board may be called\n                 ----------------\nby order of the President or by a majority of the directors then in office.\n\n          (D)    Notice of Meetings. No notice of regular meetings of the Board\n                 ------------------\nor of any committee thereof or of any adjourned meeting thereof need be given.\nThe Secretary shall give prior notice to each director of the time and place of\neach special meeting of the Board or adjournment thereof. Such notice shall be\ngiven to each director in person or by telephone, fax or ordinary mail, not less\nthan two days before the meeting if given in person or by telephone or fax and,\nif given by mail, post marked at least four \n\n                                      -3-\n\n \n(4) days prior to the special meeting if given by mail, and sent to such\ndirector at the director's residence or usual business address. Each such notice\nshall state the time and place of the meeting and purpose thereof. In lieu of\nthe notice to be given as set forth above, a waiver thereof in writing, signed\nby the director or directors entitled to said notice, whether before or after\nthe time stated therein, shall be deemed equivalent thereto for purposes of this\nSection 3(D). No notice to or waiver by any director with respect to any special\nmeeting shall be required if such director shall be present at said meeting.\n\n          (E)    Quorum and Manner of Acting\n                 ---------------------------\n\n                 (a)     At all meetings of the Board of Directors, each\nDirector present shall have one vote, irrespective of the number of shares of\nstock, if any, which he may hold.\n\n                 (b)     Except as otherwise expressly required by these By-laws\nor by law, a majority of the directors then in office and a majority of the\nmembers of any committee shall be present in person at any meeting thereof in\norder to constitute a quorum for the transaction of business at such meeting,\nand the vote of a majority of the directors present at any such meeting at which\na quorum is present shall be necessary for the passage of any resolution or for\nan act to be the act of the Board or such committee. In the absence of a quorum,\na majority of the directors present thereat may adjourn such meeting either\nfinally or from time to time to another time and place until a quorum shall be\npresent thereat. In the latter case notice of the adjourned time and place shall\nbe given as aforesaid to all Directors.\n\n          (F)    Consent in Lieu of Meeting. Any action required or permitted to\n                 --------------------------\nbe taken at any meeting of the Board or any committee thereof may be taken\nwithout a meeting if all members of the Board or committee, as the case may be,\nconsent thereto in a writing or writings and such writing or writings are filed\nwith the minutes of the proceedings of the Board or committee. Such consents\nshall be treated for all purposes as a vote at a meeting.\n\n          (G)    Action by Communications Equipment. The directors may\n                 ----------------------------------\nparticipate in a meeting of the Board or any committee thereof by means of\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other and such participation\nshall constitute presence in person at such meeting.\n\n     SECTION 4.  Compensation. Each director, in consideration of serving as\n                 ------------                                             \nsuch, may receive from the Corporation such amount per annum and such fees and\nexpenses incurred for attendance at meetings of the Board or of any committee,\nor both, as the Board may from time to time determine. Nothing contained in this\nSection shall be construed to preclude any director from serving the Corporation\nin any other capacity and receiving compensation therefor.\n\n                                      -4-\n\n \n     SECTION 5.  Restoration, Removal and Vacancies. Any director may resign at\n                 ----------------------------------\nany time by giving written notice, of such resignation to the President or the\nSecretary.\n\n     Any such resignation shall take effect at the time specified therein or, if\nnot specified therein, upon receipt.  Unless otherwise specified in the\nresignation, its acceptance shall not be necessary to make it effective. Except\nas provided for in the Certificate of Incorporation, any or all of the directors\nmay be removed at any time, with or without cause, by vote of a majority of\nshares then entitled to vote at an election of directors.\n\n     If the office of any director becomes vacant at any time by reason of\ndeath, resignation, retirement, disqualification, removal from office or\notherwise, or if any new directorship is created by any increase in the\nauthorized number of directors, a majority of the directors then in office,\nthough less than a quorum, or the sole remaining director, may choose a\nsuccessor or fill the newly created directorship and the director so chosen\nshall hold office, subject to the provisions of these By-laws, until the next\nannual election of directors and until his successor shall be duly elected and\nshall qualify. In the event that a vacancy arising as aforesaid shall not have\nbeen filled by the Board, such vacancy may be filled by the stockholders at any\nmeeting thereof after such office becomes vacant. If one or more directors shall\nresign from the Board, effective at a future date, a majority of the directors\nthen in office, including those who have so prospectively resigned, shall have\nthe power to fill such vacancy or vacancies, the vote thereon to take effect\nwhen such resignation or resignations shall become effective, and each director\nso chosen shall hold office as herein provided in the filling of other\nvacancies.\n\n     SECTION 6.  Committees.  The directors may, by vote of a majority of the\n                 ----------                                                  \ndirectors then in office, appoint from their number one or more committees and\ndelegate to such committees some or all of their powers to the extent permitted\nby law, the Certificate of Incorporation or these By-Laws.  Except as the board\nof Directors may otherwise determine, any such committee may, by majority vote\nof the entire committee, make rules for the conduct of its business. The\ndirectors shall have the power at any time to fill vacancies in any such\ncommittee, to change its membership or to discharge the committee.\n\n                                  ARTICLE IV\n\n                                   Officers\n                                   --------\n                                        \n     SECTION 1.  Election and Appointment and Term of Office. The officers of\n                 -------------------------------------------\nthe Corporation shall be a President, such number, if any, of Vice Presidents\n(including any Executive or Senior Vice Presidents) as the Board may from time\nto time determine, a Secretary and a Treasurer. Each such officer shall be\nelected by the Board at its annual meeting and hold office for such term as may\nbe prescribed by the Board. Two or more offices may be held by the same person.\nThe President may, but need not, be chosen from among the Directors.\n\n                                      -5-\n\n \n     The Board may elect or appoint (and may authorize the President to appoint)\nsuch other officers (including one or more Assistant Secretaries and Assistant\nTreasurers) as it deems necessary who shall have such authority and shall\nperform such duties as the Board or the President may from time to time\nprescribe.\n\n     If additional officers are elected or appointed during the year, each shall\nhold office until the next annual meeting of the Board at which officers are\nregularly elected or appointed and until such officer's successor is elected or\nappointed and qualified or until such officer's earlier death or resignation or\nremoval in the manner hereinafter provided.\n\n     SECTION 2.  Duties and Functions.\n                 ---------------------\n\n     (A)  President. The President shall be the chief executive officer of the\n          ----------                                                          \nCorporation and shall have general direction and supervision over the business\nand affairs of the Corporation, subject to the directions and limitations\nimposed by the Board and these By-laws, and shall see that all orders and\nresolutions of the Board are carried into effect. The President shall, if\npresent, preside at all meetings of stockholders and of the Board and shall also\nperform such other duties and have such other powers as are prescribed by these\nBy-laws or as may be from time to time prescribed by the Board, or these By-\nlaws.\n\n          (B)  Vice Presidents. Each Vice President shall have such powers and\n               ---------------\nduties as shall be prescribed by the Board.\n\n          (C)  Secretary. The Secretary shall attend and keep the records of all\n               ---------   \nmeetings of the Stockholders, the Board and all other committees, if any, in one\nor more books kept for that purpose. The Secretary shall give or cause to be\ngiven due notice of all meetings accordance with these By-laws and as required\nby law. The Secretary shall notify the several officers of the Corporation of\nall action taken by the Board concerning matters relating to their duties and\nshall transmit to the appropriate officers copies of all contracts and\nresolutions approved by the Board. The Secretary shall be custodian of the seal\nof the Corporation and of all contracts, deeds, documents and other corporate\npapers, records (except financial and accounting records) and indicia of title\nto properties owned by the Corporation as shall not be committed to the custody\nof another officer by the Board or by the President. The Secretary shall affix\nor cause to be affixed the seal of the Corporation to instruments requiring the\nsame when the same have been signed on behalf of the Corporation by a duly\nauthorized officer. The Secretary shall perform all duties and have all powers\nincident to the office of Secretary and shall perform such other duties as shall\nbe assigned by the Board or the President. The Secretary may be assisted by one\nor more Assistant Secretaries, who shall, in the absence or disability of the\nSecretary, perform the duties and exercise the powers of the Secretary.\n\n          (D)  Treasurer.  The Treasurer shall have charge and custody of the\n               ---------                                                     \ncorporate funds and other valuable effects, including securities. The Treasurer\nshall keep true and full accounts of all assets, liabilities, receipts and\ndisbursements and other transactions of the Corporation and shall cause regular\naudits of the books and records of \n\n                                      -6-\n\n \nthe Corporation to be made. The Treasurer shall perform all duties and have all\npowers incident to the office of Treasurer and shall perform such other duties\nas shall be assigned by the Board or the President. The Treasurer may be\nassisted by one or more Assistant Treasurers, who shall, in the absence or\ndisability of the Treasurer, perform the duties or exercise the powers of the\nTreasurer.\n\n     SECTION 4.  Resignation, Removal and Vacancies.  Any officer may resign at\n                 ----------------------------------                            \nany time by giving written notice of such resignation to the President or the\nSecretary of the Corporation.  Any such resignation shall take effect at the\ntime specified therein or, if not specified therein, when accepted by action of\nthe Board.\n\n     Any officer, agent or employee may be removed, with or without cause, at\nany time by the Board or by the officer who made such appointment.\n\n     A vacancy in any office may be filled for the unexpired portion of the term\nin the same manner as provided in these By-laws for election or appointment to\nsuch office.\n\n                                   ARTICLE V\n\n                     Waiver of Notices; Place of Meetings\n                     ------------------------------------\n                                        \n     SECTION 1.  Waiver of Notices.  Whenever notice is required to be given by\n                 -----------------                                             \nthe Certificate of Incorporation, by these By-laws or by law, a waiver thereof\nin writing, signed by the person entitled to such notice, or by attorney\nthereunto authorized, shall be deemed equivalent to notice, whether given before\nor after the time specified therein. Attendance of a person at a meeting shall\nconstitute a waiver of notice of such meeting, except where the person attends\nthe meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business on the ground that the meeting is\nnot lawfully called or convened.\n\n     SECTION 2.  Place of Meetings. Any meeting of the Stockholders, the Board\n                 ------------------\nor any committee of the Board may be held within or outside the State of\nDelaware.\n\n                                  ARTICLE VI\n\n                     Execution and Delivery of Documents:\n                     ------------------------------------\n                     Deposits; Proxies; Books and Records\n                     ------------------------------------\n                                        \n     SECTION 1.  Execution and Delivery of Documents: Delegation.  The Board\n                 -----------------------------------------------            \nshall designate the officers, employees and agents of the Corporation who shall\nhave power to execute and deliver deeds, contracts, mortgages, bonds,\ndebentures, checks, drafts and other orders for the payment of money and other\ndocuments for and in the name of the Corporation and may authorize such\nofficers, employees and agents to delegate such power (including authority to\nredelegate) by written instrument to other officers, employees or agents of the\nCorporation.\n\n                                      -7-\n\n \n     SECTION 2.  Deposits.  All funds of the Corporation not otherwise employed\n                 --------                                                      \nshall be deposited from time to time to the credit of the Corporation or\notherwise as the Board or the President or any other officer, employee or agent\nof the Corporation to whom power in that respect shall have been delegated by\nthe Board or these By-laws shall select.\n\n     SECTION 3.  Proxies in Respect of Stock or Other Securities of Other\n                 --------------------------------------------------------\nCorporations.  The President or any officer of the Corporation designated by the\n------------                                                                    \nBoard shall have the authority from time to time to appoint and instruct an\nagent or agents of the Corporation to exercise in the name and on behalf of the\nCorporation the powers and rights which the Corporation may have as the holder\nof stock or other securities in any other corporation, to vote or consent in\nrespect of such stock or securities and to execute or cause to be executed in\nthe name and on behalf of the Corporation and under its corporate seal or\notherwise, such written proxies, powers of attorney or other instruments as the\nPresident or such officer may deem necessary or proper in order that the\nCorporation may exercise such powers and rights.\n\n     SECTION 4.  Books and Records. The books and records of the Corporation may\n                 ------------------                                             \nbe kept at such places within or without the State of Delaware as the Board may\nfrom time to time determine.\n\n                                  ARTICLE VII\n\n                   Certificates; Stock Record; Transfer and\n                   ----------------------------------------\n               Registration; New Certificates; Record Date; etc.\n               -------------------------------------------------\n                                        \n     SECTION 1.  Certificates for Stock. Every owner of stock of the Corporation\n                 ------------------------                                       \nshall be entitled to have a certificate certifying the number of shares owned by\nsuch stockholder in the Corporation and designating the class of stock to which\nsuch shares belong, which shall otherwise be in such form as the Board shall\nprescribe.  Each such certificate shall be signed by the President or a Vice\nPresident and by the Treasurer or an Assistant Treasurer or the Secretary or an\nAssistant Secretary of the Corporation.  Any of or all such signatures may be\nfacsimiles. In case any officer, transfer agent or registrar who has signed or\nwhose facsimile signature has been placed upon a certificate shall have ceased\nto be such officer, transfer agent or registrar before such certificate is\nissued, it may nevertheless be issued by the Corporation with the same effect as\nif such person were such officer, transfer agent or registrar at the date of\nissue. Every certificate surrendered to the Corporation for exchange or transfer\nshall be canceled and a new certificate or certificates shall not be issued in\nexchange for any existing certificate until such existing certificate shall have\nbeen so canceled, except in cases provided for in Section 4 of this Article.\n\n     SECTION 2.  Stock Record. A stock record in one or more counterparts shall\n                 ------------                                                  \nbe kept of the name of the person, firm or corporation owning the stock\nrepresented by each such certificate for stock of the Corporation issued, the\nnumber of shares represented by \n\n                                      -8-\n\n \neach such certificate, the date thereof and, in the case of cancellation, the\ndate of cancellation.\n\n     SECTION 3.  Transfer and Registration of Stock. Registration of transfers\n                 ----------------------------------                           \nof shares of the Corporation shall be made only on the books of the Corporation\nby the registered holder thereof, or by such holder's attorney thereunto\nauthorized by power of attorney duly executed and filed with the Secretary, and\non the surrender of the certificate or certificates for such shares properly\nendorsed or accompanied by a stock power duly executed, with any necessary\ntransfer stamps affixed and with such proof of authenticity of signatures and\nsuch proof of authority to make the transfer as may be required by the\nCorporation or its transfer agent.\n\n     SECTION 4.  New Certificates.\n                 -----------------\n\n          (A)    Lost, Stolen or Destroyed Certificates. The Board may direct a\n                 --------------------------------------\nnew share certificate or certificates to be issued by the Corporation for any\ncertificate or certificates alleged to have been lost, stolen, mutilated or\ndestroyed, upon the making of an affidavit of that fact by the person claiming\nthe certificate to be lost, stolen, mutilated or destroyed. When authorizing\nsuch issue of a new certificate or certificates, the Board may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen, mutilated or destroyed certificate or certificates,\nor such owner's legal representative, to give the Corporation a bond in such sum\nand in such form as it may direct as indemnity against any claim that may be\nmade against the Corporation with respect to the certificate alleged to have\nbeen lost, stolen, mutilated or destroyed.\n\n     SECTION 5.  Regulations.  The Board may make such rules and regulations as\n                 -----------                                                   \nit may deem expedient, not inconsistent with these By-laws, concerning the\nissue, transfer and registration of certificates for stock of the Corporation.\n\n     SECTION 6.  Fixing Date for Determination of Stockholders of Record.  In\n                 -------------------------------------------------------     \norder that the Corporation may determine the stockholders entitled to notice of\nor to vote at any meeting of stockholders or any adjournment thereof, or to\nexpress consent to corporate action in writing without a meeting, or entitled to\nreceive payment of any dividend or other distribution or allotment of any\nrights, or entitled to exercise any rights in respect of any change, conversion\nor exchange of stock or for the purpose of any other lawful action, the Board\nmay fix, in advance, a record date, which shall not be more than 60 nor less\nthan 10 days before the date of such meeting, nor more than 60 days prior to any\nother action. A determination of stockholders entitled to notice of or to vote\nat a meeting of the stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the Board may fix a new record date for the adjourned\nmeeting\n\n                                      -9-\n\n \n                                 ARTICLE VIII\n\n                                     Seal\n                                     ----\n                                        \n     The Board shall provide a corporate seal which shall bear the full name of\nthe Corporation and the year and state of its incorporation.\n\n                                  ARTICLE IX\n\n                                Indemnification\n                                ---------------\n                                        \n     SECTION 1.  Actions, Etc. Other Than By or in the Right of the Corporation.\n                 ---------------------------------------------------------------\nThe Corporation shall, to the full extent legally permissible, indemnify any\nperson who was or is a party or is threatened to be made a party to any\nthreatened, pending or completed action, suit or proceeding, whether civil,\ncriminal, administrative or investigative, including a grand jury proceeding,\nand all appeals (but excluding any such action, suit or proceeding by or in the\nright of the Corporation), by reason of the fact that such person is or was a\ndirector, executive officer (as hereinafter defined) or advisory council member\nof the Corporation, or is or was serving at the request of the Corporation as a\ndirector, officer, partner, trustee, employee or agent of another Corporation,\npartnership, joint venture, trust or other enterprise, against expenses\n(including attorneys' fees), judgments, fines and amounts paid in settlement\nactually and reasonably incurred by such person in connection with such action,\nsuit or proceeding if such person acted in good faith and in a manner such\nperson reasonably believed to be in or not opposed to the best interests of the\nCorporation, and, with respect to any criminal action or proceeding, had no\nreasonable cause to believe the conduct in question was unlawful. The\ntermination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent, shall not, of\n                              ----------------                                \nitself, create a presumption that such person did not act in good faith and in a\nmanner which such person reasonably believed to be in or not opposed to the best\ninterests of the Corporation, and, with respect to any criminal action or\nproceeding, that such person had reasonable cause to believe that the conduct in\nquestion was unlawful. As used in this Article IX, an 'executive officer' of the\nCorporation is the president, treasurer, a vice president given the title of\nexecutive vice president, or any officer designated as such pursuant to vote of\nthe Board of Directors.\n\n     SECTION 2.  Actions, Etc., By or in the Right of the Corporation.  The\n                 -------------------------------------------------------   \nCorporation shall, to the full extent legally permissible, indemnify any person\nwho was or is a party or is threatened to be made a party to any threatened,\npending or completed action or suit, including appeals, by or in the right of\nthe Corporation to procure a judgment in its favor, by reason of the fact that\nsuch person is or was a director or executive officer of the Corporation as\ndefined in Section I of this Article, or is or was serving at the request of the\nCorporation as a director, officer, partner, trustee, employee or agent of\nanother corporation, partnership, joint venture, trust or other enterprise,\nagainst expenses (including attorneys' fees) actually and reasonably incurred by\nsuch person in connection with the defense or settlement of such action or suit\nif such person \n\n                                      -10-\n\n \nacted in good faith and in a manner such person reasonably believed to be in or\nnot opposed to the best interests of the corporation, except that no\nindemnification shall be made in respect of any claim, issue or matter as to\nwhich such person shall have been adjudged to be liable to the Corporation\nunless and only to the extent that the Court of Chancery or the court in which\nsuch action or suit was brought shall determine upon application that, despite\nthe adjudication of liability but in view of all the circumstances of the case,\nsuch person is fairly and reasonably entitled to indemnity for such expenses\nwhich the Court of Chancery or such other court shall deem proper.\n\n     SECTION 3.  Determination of Right of Indemnification.  Any indemnification\n                 -----------------------------------------                      \nof a director or officer (unless ordered by a court) shall be made by the\nCorporation only as authorized in the specific case upon a determination that\nsuch indemnification is proper in the circumstances because the director or\nexecutive officer has met the applicable standard of conduct as set forth in\nSections 1 and 2 hereof.  Such a determination shall be reasonably and promptly\nmade (i) by the Board of Directors by a majority vote of a quorum consisting of\ndirectors who were not parties to such action, suit or proceeding, or (ii) (if\nsuch a quorum is not obtainable, or, even if obtainable if a quorum of\ndisinterested directors so directs) by independent legal counsel in a written\nopinion, or (iii) by the stockholders.\n\n     SECTION 4.  Indemnification Against Expenses of Successful Party.\n                 -----------------------------------------------------\nNotwithstanding any other provision of this Article, to the extent that a\ndirector or officer of the Corporation has been successful in whole or in part\non the merits or otherwise, including the dismissal of an action without\nprejudice, in defense of any action, suit or proceeding or in defense of any\nclaim, issue or matter therein, such person shall be indemnified against all\nexpenses incurred in connection therewith.\n\n     SECTION 5.  Advances of Expenses.  Expenses incurred by a director or\n                 --------------------                                     \nofficer in any action, suit or proceeding may be paid by the Corporation in\nadvance of the final disposition of thereof, if such person shall undertake to\nrepay such amount in the event that it is ultimately determined, as provided\nherein, that such person is not entitled to indemnification. Notwithstanding the\nforegoing, no advance shall be made by the Corporation if a determination is\nreasonably and promptly made (i) by the Board of Directors by a majority vote of\na quorum of disinterested directors, or (ii) (if such a quorum is not obtainable\nor, even if obtainable, if a quorum of disinterested directors so directs) by\nindependent legal counsel in a written opinion, that, based upon the facts known\nto the Board of Directors or such counsel at the time such determination is\nmade, such person has not met the relevant standards set forth for\nindemnification in Section I or 2, as the case may be.\n\n     SECTION 6.  Right to Indemnification Upon Application: Procedure Upon\n                 ---------------------------------------------------------\nApplication.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this\n-----------                                                                     \nArticle shall be made promptly, and in any event within ninety days, upon the\nwritten request of the person seeking to be indemnified, unless a determination\nis reasonably and promptly made by the Board of Directors that such person acted\nin a manner set forth in such Sections so as to justify the Corporation's not\nindemnifying such person or making such \n\n                                      -11-\n\n \nan advance. In the event no quorum of disinterested directors is obtainable, the\nBoard of Directors shall promptly appoint independent legal counsel to decide\nwhether the person acted in the manner set forth in such Sections so as to\njustify the Corporation's not indemnifying such person or making such an\nadvance. The right to indemnification or advances as granted by this Article\nshall be enforceable by such person in any court of competent jurisdiction, if\nthe Board of Directors or independent legal counsel denies the claim therefor,\nin whole or in part, or if no disposition of such claim is made within ninety\ndays.\n\n     SECTION 7.  Other Right and Remedies; Continuation of Rights.  The\n                 ------------------------------------------------      \nindemnification and advancement of expenses provided by this Article shall not\nbe deemed exclusive of any other rights to which any person seeking\nindemnification or advancement of expenses may be entitled under any By-law,\nagreement, vote of stockholders or disinterested directors, the General\nCorporation Law of the State of Delaware or otherwise, both as to action in such\nperson's official capacity and as to action in another capacity while holding\nsuch office. All rights to indemnification or advancement under this Article\nshall be deemed to be in the nature of contractual rights bargained for and\nenforceable by each director and executive officer as defined in Section 1 of\nthis Article who serves in such capacity at any time while this Article and\nother relevant provisions of the General Corporation Law of the State of\nDelaware and other applicable laws, if any, are in effect. All rights to\nindemnification under this Article or advancement of expenses shall continue as\nto a person who has ceased to be a director or executive officer, and shall\ninure to the benefit of the heirs, executors and administrators of such a\nperson. No repeal or modification of this Article shall adversely affect any\nsuch rights or obligations then existing with respect to any state of facts then\nor theretofore existing or any action, suit or proceeding theretofore or\nthereafter brought based in whole or in part upon any such state of facts. The\nCorporation shall also indemnify any person for attorneys' fees, costs, and\nexpenses in connection with the successful enforcement of such person's rights\nunder this Article.\n\n     SECTION 8.  Other Indemnities.  The Board of Directors may, by general vote\n                 -----------------                                              \nor by vote pertaining to a specific officer, employee or agent, advisory council\nmember or class thereof, authorize indemnification of the Corporation's\nemployees and agents, in addition to those executive officers and to whatever\nextent it may determine, which may be in the same mariner and to the same extent\nprovided above.\n\n     SECTION 9.  Insurance.  Upon resolution passed by the Board of Directors,\n                 ---------                                                    \nthe Corporation may purchase and maintain insurance on behalf of any person who\nis or was a director, officer, employee, advisory council member or agent of the\nCorporation, or is or was serving at the request of the Corporation, as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise against any liability asserted against such\nperson and incurred by such person in any such capacity, or arising out of such\nstatus as such, whether or not the Corporation would have the power to indemnify\nsuch person against such liability under the provisions of this Article.\n\n                                      -12-\n\n \n     SECTION 10. Constituent Corporations.  For the purposes of this Article,\n                 ------------------------                                    \nreferences to 'the Corporation' shall include, in addition to the resulting\ncorporation, any constituent corporations (including any constituent of a\nconstituent) absorbed in a consolidation or merger which, if its separate\nexistence had continued, would have had power and authority to indemnify its\ndirectors and officers so that any person who is or was a director or officer of\nsuch a constituent corporation or is or was serving at the request of such\nconstituent corporation as a director or officer of another corporation,\npartnership, joint venture, trust or other enterprise shall stand in the same\nposition under the provisions of this Article with respect to the resulting or\nsurviving corporation as such person would have with respect to such constituent\ncorporation if its separate existence had continued.\n\n     SECTION 11. Savings Clause.  If this Article or any portion hereof shall\n                 --------------                                              \nbe invalidated on any ground by any court of competent jurisdiction, then the\nCorporation shall nevertheless indemnify each director, executive officer,\nadvisory council member, and those employees and agents of the Corporation\ngranted indemnification pursuant to Section 3 hereof as to expenses (including\nattorneys' fees), judgments, fines and amounts paid in settlement with respect\nto any a action, suit or proceeding, whether civil, criminal, administrative or\ninvestigative including grand jury proceeding, and all appeals, and any action\nby the Corporation, to the full extent permitted by any applicable portion of\nthis Article that shall not have been invalidated or by any other applicable\nlaw.\n\n     SECTION 12. Other Enterprises, Fines, and Serving at Corporation's\n                 ------------------------------------------------------\nRequest. For purposes of this Article, references to 'other enterprises' shall\n-------\ninclude employee benefit plans; references to 'fines' shall include any excise\ntaxes assessed on a person with respect to any employee benefit plan; and\nreferences to 'serving at the request of the Corporation' shall include any\nservice as a director, officer, employee or agent of the Corporation which\nimposes duties on, or involves services by, such director, officer, employee, or\nagent with respect to any employee benefit plan, its participants, or\nbeneficiaries; and a person who acted in good faith and in a manner such person\nreasonably believed to be in the interest of the participants and beneficiaries\nof any employee benefit plan shall be deemed to have acted in a manner 'not\nopposed to the best interests of the Corporation' as referred to in this\nArticle.\n\n                                   ARTICLE X\n\n                                   Dividends\n                                   ---------\n                                        \n     Subject to the applicable provision of the Certificate of Incorporation, if\nany, dividends upon the outstanding shares of the Corporation may be declared by\nthe Board of Directors at any regular or special meeting pursuant to law and may\nbe paid in cash, in property, or in shares of the Corporation.\n\n                                      -13-\n\n \n                                  ARTICLE XI\n\n                                  Fiscal Year\n                                  -----------\n                                        \n     The fiscal year of the Corporation shall be determined by resolution of the\nBoard of Directors.\n\n                                  ARTICLE XII\n\n                                  Amendments\n                                  ----------\n                                        \n     These By-laws may be amended, altered or repealed either by the affirmative\nvote of the holders of a majority of the stock issued and outstanding and\nentitled to vote in respect thereof and represented in person or by proxy at any\nannual or special meeting of the stockholders, or by the Board of Directors at\nany regular or special meeting of the Board of Directors.\n\n                                      -14-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41456","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-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\/41456","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=41456"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41456"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41456"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41456"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}