{"id":41464,"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-netpartners-internet-solutions-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-netpartners-internet-solutions-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-netpartners-internet-solutions-inc.html","title":{"rendered":"By-laws &#8211; Netpartners Internet Solutions Inc."},"content":{"rendered":"<pre>\n================================================================================\n\n\n                      NETPARTNERS INTERNET SOLUTIONS, INC.\n\n\n                           INCORPORATED UNDER THE LAWS\n                            OF THE STATE OF DELAWARE\n\n\n\n\n\n\n\n                         ------------------------------\n\n                                     BY-LAWS\n\n                         ------------------------------\n\n\n\n\n                          AS ADOPTED ON APRIL 16, 1998\n\n\n\n================================================================================\n\n\n\n\n                                   BY-LAWS OF\n\n                      NETPARTNERS INTERNET SOLUTIONS, INC.\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n\n1.1 REGISTERED OFFICE.\n\nThe registered office of NETPARTNERS INTERNET SOLUTIONS, INC. (the\n'Corporation') in the State of Delaware shall be at 30 Old Rudnick Lane, Suite\n100, City of Dover, County of Kent 19901, and the registered agent in charge\nthereof shall be Lexis Document Services Inc.\n\n1.2 OTHER OFFICES.\n\nThe Corporation may also have an office or offices at any other place or places\nwithin or outside the State of Delaware.\n\n\n                                   ARTICLE II\n\n                     MEETING OF STOCKHOLDERS; STOCKHOLDERS'\n                           CONSENT IN LIEU OF MEETING\n\n\n2.1 ANNUAL MEETINGS.\n\nThe annual meeting of the stockholders for the election of directors, and for\nthe transaction of such other business as may properly come before the meeting,\nshall be held at such place, date and hour as shall he fixed by the Board of\nDirectors (the 'Board') and designated in the notice or waiver of notice\nthereof, except that no annual meeting need be held if all actions, including\nthe election of directors, required by the General Corporation Law of the State\nof Delaware (the 'Delaware Statute') to be taken at a stockholders' annual\nmeeting are taken by written consent in lieu of meeting pursuant to Section 2.10\nof this Article II.\n\n2.2 SPECIAL MEETINGS.\n\nA special meeting of the stockholders for any purpose or purposes may be called\nby the Board, the Chairman, the President or the record holders of at least a\nmajority of the issued and outstanding shares of Common Stock of the\nCorporation, to be held at such place, date and hour as shall be designated in\nthe notice or waiver of notice thereof.\n\n2.3 NOTICE OF MEETINGS.\n\nExcept as otherwise required by statute, the Certificate of Incorporation of the\nCorporation (the 'Certificate') or these By-laws, notice of each annual or\nspecial meeting of the stockholders shall be given to each stockholder of record\nentitled to vote at such meeting not less than 10 nor\n\n\n\n\n\nmore than 60 days before the day on which the meeting is to be held, by\ndelivering written notice thereof to him personally, or by mailing a copy of\nsuch notice, postage prepaid, directly to him at his address as it appears in\nthe records of the Corporation, or by transmitting such notice thereof to him at\nsuch address by telegraph, cable or other telephonic transmission. Every such\nnotice shall state the place, the date and hour of the meeting, and, in case of\na special meeting, the purpose or purposes for which the meeting is called.\nNotice of any meeting of stockholders shall not be required to be given to any\nstockholder who shall attend such meeting in person or by proxy, or who shall,\nin person or by attorney thereunto authorized, waive such notice in writing,\neither before or after such meeting. Except as otherwise provided in these\nBy-laws, neither the business to be transacted at, nor the purpose of, any\nmeeting of the stockholders need be specified in any such notice or waiver of\nnotice. Notice of any adjourned meeting of stockholders shall not be required to\nbe given, except when expressly required by law.\n\n2.4 QUORUM.\n\nAt each meeting of the stockholders, except where otherwise provided by the\nCertificate or these By-laws, the holders of a majority of the issued and\noutstanding shares of Common Stock of the Corporation entitled to vote at such\nmeeting, present in person or represented by proxy, shall constitute a quorum\nfor the transaction of business. In the absence of a quorum, a majority in\ninterest of the stockholders present in person or represented by proxy and\nentitled to vote, or, in the absence of all the stockholders entitled to vote,\nany officer entitled to preside at, or act as secretary of, such meeting, shall\nhave the power to adjourn the meeting from time to time, until stockholders\nholding the requisite amount of stock to constitute a quorum shall be present or\nrepresented. At any such adjourned meeting at which a quorum shall be present,\nany business may be transacted which might have been transacted at the meeting\nas originally called.\n\n2.5 ORGANIZATION.\n\nUnless otherwise determined by the Board, at each meeting of the stockholders,\none of the following shall act as chairman of the meeting and preside thereat,\nin the following order of precedence:\n\nthe Chairman;\n\nthe President;\n\nany director, officer or stockholder of the Corporation designated by the Board\nto act as chairman of such meeting and to preside thereat if the Chairman or the\nPresident shall be absent from such meeting; or\n\na stockholder of record who shall be chosen chairman of such meeting by a\nmajority in voting interest of the stockholders present in person or by proxy\nand entitled to vote thereat.\n\nThe Secretary or, if he shall be presiding over such meeting in accordance with\nthe provisions of this Section 2.5 or if he shall be absent from such meeting,\nthe person (who shall be an Assistant\n\n\n\n\n\nSecretary, if an Assistant Secretary has been appointed and is present) whom the\nchairman of such meeting shall appoint, shall act as secretary of such meeting\nand keep the minutes thereof.\n\n2.6 ORDER OF BUSINESS.\n\nThe order of business at each meeting of the stockholders shall be determined by\nthe chairman of such meeting, but such order of business may be changed by a\nmajority in voting interest of those present in person or by proxy at such\nmeeting and entitled to vote thereat.\n\n2.7 VOTING.\n\nExcept as otherwise provided by law, the Certificate or these By-laws, at each\nmeeting of the stockholders, every stockholder of the Corporation shall be\nentitled to one vote in person or by proxy for each share of Common Stock of the\nCorporation held by him and registered in his name on the books of the\nCorporation on the date fixed pursuant to Section 6.7 of Article VI as the\nrecord date for the determination of stockholders entitled to vote at such\nmeeting. Persons holding stock in a fiduciary capacity shall be entitled to vote\nthe shares so held. A person whose stock is pledged shall be entitled to vote,\nunless, in the transfer by the pledgor on the books of the Corporation, he has\nexpressly empowered the pledgee to vote thereon, in which case only the pledgee\nor his proxy may represent such stock and vote thereon. If shares or other\nsecurities having voting power stand in the record of two or more persons,\nwhether fiduciaries, members of a partnership, joint tenants, tenants in common,\ntenants by the entirety or otherwise, or if two or more persons have the same\nfiduciary relationship respecting the same shares, unless the Secretary shall be\ngiven written notice to the contrary and furnished with a copy of the instrument\nor order appointing them or creating the relationship wherein it is so provided,\ntheir acts with respect to voting shall have the following effect:\n\nif only one votes, his act binds all;\n\nif more than one votes, the act of the majority so voting binds all; and\n\nif more than one votes, but the vote is evenly split on any particular matter,\nsuch shares shall be voted in the manner provided by law.\n\nIf the instrument so filed shows that any such tenancy is held in unequal\ninterests, a majority or even-split for the purposes of this Section 2.7 shall\nbe a majority or even-split in interest. The Corporation shall not vote directly\nor indirectly any share of its own capital stock. Any vote of stock may be given\nby the stockholder entitled thereto in person or by his proxy appointed by an\ninstrument in writing, subscribed by such stockholder or by his attorney\nthereunto authorized, delivered to the secretary of the meeting; provided,\nhowever, that no proxy shall be voted after three years from its date, unless\nsaid proxy provides for a longer period. At all meetings of the stockholders,\nall matters (except where other provision is made by law, the Certificate or\nthese By-laws) shall be decided by the vote of a majority in interest of the\nstockholders present in person or by proxy at such meeting and entitled to vote\nthereon, a quorum being present. Unless demanded by a stockholder present in\nperson or by proxy at any meeting and entitled to vote thereon, the vote on any\nquestion need not be by ballot. Upon a demand by any such stockholder\n\n\n\n\nfor a vote by ballot upon any question, such vote by ballot shall be taken. On a\nvote by ballot, each ballot shall be signed by the stockholder voting, or by his\nproxy, if there be such proxy, and shall state the number of shares voted.\n\n2.8 INSPECTION.\n\nThe chairman of the meeting may at any time appoint one or more inspectors to\nserve at any meeting of the stockholders. Any inspector may be removed, and a\nnew inspector or inspectors appointed, by the Board at any time. Such inspectors\nshall decide upon the qualifications of voters, accept and count votes, declare\nthe results of such vote, and subscribe and deliver to the secretary of the\nmeeting a certificate stating the number of shares of stock issued and\noutstanding and entitled to vote thereon and the number of shares voted for and\nagainst the question, respectively. The inspectors need not be stockholders of\nthe Corporation, and any director or officer of the Corporation may be an\ninspector on any question other than a vote for or against his election to any\nposition with the Corporation or on any other matter in which he may be directly\ninterested. Before acting as herein provided, each inspector shall subscribe an\noath faithfully to execute the duties of an inspector with strict impartiality\nand according to the best of his ability.\n\n2.9 LIST OF STOCKHOLDERS.\n\nIt shall be the duty of the Secretary or other officer of the Corporation who\nshall have charge of its stock ledger to prepare and make, at least 10 days\nbefore every meeting of the stockholders, a complete list of the stockholders\nentitled to vote thereat, arranged in alphabetical order, and showing the\naddress of each stockholder and the number of shares registered in the name of\neach stockholder. Such list shall be open to the examination of any stockholder,\nfor any purpose germane to any such meeting, during ordinary business hours, for\na period of at least 10 days prior to such meeting, either at a place within the\ncity where such meeting is to be held, which place shall be specified in the\nnotice of the meeting or, if not so specified, at the place where the meeting is\nto be held. Such list shall also be produced and kept at the time and place of\nthe meeting during the whole time thereof, and may be inspected by any\nstockholder who is present.\n\n2.10 STOCKHOLDERS' CONSENT IN LIEU OF MEETING.\n\nAny action required by the Delaware Statute to be taken at any annual or special\nmeeting of the stockholders of the Corporation, or any action which may be taken\nat any annual or special meeting of such stockholders, may be taken without a\nmeeting, without prior notice and without a vote, by a consent in writing, as\npermitted by the Delaware Statute.\n\n\n\n\n\n                                   ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n\n3.1 GENERAL POWERS.\n\nThe business, property and affairs of the Corporation shall be managed by or\nunder the direction of the Board, which may exercise all such powers of the\nCorporation and do all such lawful acts and things as are not by law or by the\nCertificate directed or required to be exercised or done by the stockholders.\n\n3.2 NUMBER AND TERM OF OFFICE.\n\nThe number of directors shall initially be five (5). Any subsequent change in\nthe number of directors shall be determined by the vote or written consent of\nthe holders of at least 51% of the Common Stock of the Corporation outstanding\nat the time such action is taken. Directors need not be stockholders. Each\ndirector shall hold office until his successor is elected and qualified, or\nuntil his earlier death or resignation or removal in the manner hereinafter\nprovided.\n\n3.3 ELECTION OF DIRECTORS.\n\nAt each meeting of the stockholders for the election of directors at which a\nquorum is present, the persons receiving the greatest number of votes, up to the\nnumber of directors to be elected, of the stockholders present in person or by\nproxy and entitled to vote thereon shall be the directors; provided, however,\nthat for purposes of such vote no stockholder shall be allowed to cumulate his\nvotes. Unless an election by ballot shall be demanded as provided in Section 2.7\nof Article II, election of directors may be conducted in any manner approved at\nsuch meeting.\n\n3.4 RESIGNATION, REMOVAL AND VACANCIES.\n\nAny director may resign at any time by giving written notice to the Board, the\nChairman, the President or the Secretary. Such resignation shall take effect at\nthe time specified therein or, if the time be not specified, upon receipt\nthereof; unless otherwise specified therein, the acceptance of such resignation\nshall not be necessary to make it effective.\n\nAny director or the entire Board may be removed, with or without cause, at any\ntime by vote of the holders of a majority of the shares then entitled to vote at\nan election of directors or by written consent of the stockholders pursuant to\nSection 2.10 of Article II.\n\nVacancies occurring on the Board for any reason may be filled by vote of the\nstockholders or by the stockholders' written consent pursuant to Section 2.10 of\nArticle II, or by vote of the Board or by the directors' written consent\npursuant to Section 3.6 of this Article III. If the number of directors then in\noffice is less than a quorum, such vacancies may be filled by a vote of a\nmajority of the directors then in office.\n\n\n\n\n3.5 MEETINGS.\n\nAnnual Meetings. As soon as practicable after each annual election of directors,\nthe Board shall meet for the purpose of organization and the transaction of\nother business, unless it shall have transacted all such business by written\nconsent pursuant to Section 3.6 of this Article III.\n\nOther Meetings. Other meetings of the Board shall be held at such times and\nplaces as the Board, the Chairman, the President or any director shall from time\nto time determine.\n\nNotice of Meetings. Notice shall be given to each director of each meeting,\nincluding the time, place and purpose of such meeting. Notice of each such\nmeeting shall be mailed to each director, addressed to him at his residence or\nusual place of business, at least two days before the date on which such meeting\nis to be held, or shall be sent to him at such place by telegraph, cable,\nwireless or other form of recorded communication, or be delivered personally or\nby telephone not later than the day before the day on which such meeting is to\nbe held, but notice need not be given to any director who shall attend such\nmeeting. A written waiver of notice, signed by the person entitled thereto,\nwhether before or after the time of the meeting stated therein, shall be deemed\nequivalent to notice.\n\nPlace of Meetings. The Board may hold its meetings at such place or places\nwithin or outside the State of Delaware as the Board may from time to time\ndetermine, or as shall be designated in the respective notices or waivers of\nnotice thereof.\n\nQuorum and Manner of Acting. A majority of the total number of directors then in\noffice shall be present in person at any meeting of the Board in order to\nconstitute a quorum for the transaction of business at such meeting, and the\nvote of a majority of those directors present at any such meeting at which a\nquorum is present shall be necessary for the passage of any resolution or act of\nthe Board, except as otherwise expressly required by law or these By-laws. In\nthe absence of a quorum for any such meeting, a majority of the directors\npresent thereat may adjourn such meeting from time to time until a quorum shall\nbe present.\n\nOrganization. At each meeting of the Board, one of the following shall act as\nchairman of the meeting and preside thereat, in the following order of\nprecedence:\n\nthe Chairman;\n\nthe President (if a director); or\n\nany director designated by a majority of the directors present.\n\nThe Secretary or, in the case of his absence, an Assistant Secretary, if an\nAssistant Secretary has been appointed and is present, or any person whom the\nchairman of the meeting shall appoint shall act as secretary of such meeting and\nkeep the minutes thereof.\n\n\n\n\n3.6 DIRECTORS' CONSENT IN LIEU OF MEETING.\n\nAny action required or permitted to be taken at any meeting of the Board may be\ntaken without a meeting, without prior notice and without a vote, if a consent\nin writing, setting forth the action so taken, shall be signed by all the\ndirectors then in office and such consent is filed with the minutes of the\nproceedings of the Board.\n\n3.7 ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT.\n\nAny one or more members of the Board may participate in a meeting of the Board\nby means of conference telephone or similar communications equipment by which\nall persons participating in the meeting can hear each other, and participation\nin a meeting by such means shall constitute presence in person at such meeting.\n\n3.8 COMMITTEES.\n\nThe Board may, by resolution or resolutions passed by a majority of the whole\nBoard, designate one or more committees, each such committee to consist of one\nor more directors of the Corporation (of which at least one (1) director shall\nbe a Class II Director), which to the extent provided in said resolution or\nresolutions shall have and may exercise the powers of the Board in the\nmanagement of the business and affairs of the Corporation and may authorize the\nseal of the Corporation to be affixed to all papers which may require it, such\ncommittee or committees to have such name or names as may be determined from\ntime to time by resolution adopted by the Board. A majority of all the members\nof any such committee may determine its action and fix the time and place of its\nmeetings, unless the Board shall otherwise provide. The Board shall have power\nto change the members of any such committee at any time, to fill vacancies and\nto discharge any such committee, either with or without cause, at any time.\n\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n\n4.1 EXECUTIVE OFFICERS.\n\nThe principal officers of the Corporation shall be a Chief Executive Officer, if\none is appointed (and any references to the Chief Executive Officer shall not\napply if a Chief Executive Officer has not been appointed), a President, a\nSecretary and a Treasurer, and may include such other officers as the Board may\nappoint pursuant to Section 4.3 of this Article IV. Any two or more offices may\nbe held by the same person.\n\n4.2 AUTHORITY AND DUTIES.\n\nAll officers, as between themselves and the Corporation, shall have such\nauthority and perform such duties in the management of the Corporation as may be\nprovided in these By-laws or, to the extent so provided, by the Board.\n\n\n\n\n4.3 OTHER OFFICERS.\n\nThe corporation may have such other officers, agents and employees as the Board\nmay deem necessary, including one or more Assistant Secretaries, one or more\nAssistant Treasurers and one or more Vice Presidents, each of whom shall hold\noffice for such period, have such authority and perform such duties as the\nBoard, the Chairman or the President may from time to time determine. The Board\nmay delegate to any principal officer the power to appoint and define the\nauthority and duties of, or remove, any such officers, agents or employees.\n\n4.4 TERM OF OFFICE, RESIGNATION AND REMOVAL.\n\nAll officers shall be elected or appointed by the Board and shall hold office\nfor such term as may be prescribed by the Board. Each officer shall hold office\nuntil his successor has been elected or appointed and qualified or until his\nearlier death or resignation or removal in the manner hereinafter provided. The\nBoard may require any officer to give security for the faithful performance of\nhis duties.\n\nAny officer may resign at any time by giving written notice to the Board, the\nChairman, the President or the Secretary. Such resignation shall take effect at\nthe time specified therein or, if the time be not specified, at the time it is\naccepted by action of the Board. Except as aforesaid, the acceptance of such\nresignation shall not be necessary to make it effective.\n\nAll officers and agents elected or appointed by the Board shall be subject to\nremoval at any time by the Board or by the stockholders of the Corporation with\nor without cause.\n\n4.5 VACANCIES.\n\nIf the office of Chairman, President, Secretary or Treasurer becomes vacant for\nany reason, the Board shall fill such vacancy, and if any other office becomes\nvacant, the Board may fill such vacancy. Any officer so appointed or elected by\nthe Board shall serve only until such time as the unexpired term of his\npredecessor shall have expired, unless reelected or reappointed by the Board.\n\n4.6 THE CHIEF EXECUTIVE OFFICER.\n\nThe Chief Executive Officer shall give counsel and advice to the Board and the\nofficers of the Corporation on all subjects concerning the welfare of the\nCorporation and the conduct of its business and shall perform such other duties\nas the Board may from time to time determine. Unless otherwise determined by the\nBoard, he shall preside at meetings of the Board and of the Stockholders at\nwhich he is present.\n\n4.7 THE PRESIDENT.\n\nUnless otherwise determined by the Board, the President shall be the chief\nexecutive officer of the Corporation. The President shall have general and\nactive management and control of the business and affairs of the Corporation\nsubject to the control of the Board and shall see that all\n\n\n\n\norders and resolutions of the Board are carried into effect. The President shall\nfrom time to time make such reports of the affairs of the Corporation as the\nBoard of Directors may require and shall perform such other duties as the Board\nmay from time to time determine.\n\n4.8 THE SECRETARY.\n\nThe Secretary shall, to the extent practicable, attend all meetings of the Board\nand all meetings of the stockholders and shall record all votes and the minutes\nof all proceedings in a book to be kept for that purpose. He may give, or cause\nto be given, notice of all meetings of the stockholders and of the Board, and\nshall perform such other duties as may be prescribed by the Board, the Chairman\nor the President, under whose supervision he shall act. He shall keep in safe\ncustody the seal of the Corporation and affix the same to any duly authorized\ninstrument requiring it and, when so affixed, it shall be attested by his\nsignature or by the signature of the Treasurer or, if appointed, an Assistant\nSecretary or an Assistant Treasurer. He shall keep in safe custody the\ncertificate books and stockholder records and such other books and records as\nthe Board may direct, and shall perform all other duties incident to the office\nof Secretary and such other duties as from time to time may be assigned to him\nby the Board, the Chairman or the President.\n\n4.9 THE TREASURER.\n\nThe Treasurer shall have the care and custody of the corporate funds and other\nvaluable effects, including securities, shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe Corporation in such depositories as may be designated by the Board. The\nTreasurer shall disburse the funds of the Corporation as may be ordered by the\nBoard, taking proper vouchers for such disbursements, shall render to the\nChairman, President and directors, at the regular meetings of the Board, or\nwhenever they may require it, an account of all his transactions as Treasurer\nand of the financial condition of the Corporation and shall perform all other\nduties incident to the office of Treasurer and such other duties as from time to\ntime may be assigned to him by the Board, the Chairman or the President.\n\n                                    ARTICLE V\n\n                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.\n\n5.1 EXECUTION OF DOCUMENTS.\n\nThe Board shall designate, by either specific or general resolution, the\nofficers, employees and agents of the Corporation who shall have the power to\nexecute and deliver deeds, contracts, mortgages, bonds, debentures, checks,\ndrafts and other orders for the payment of money and other documents for and in\nthe name of the Corporation, and may authorize such officers, employees and\nagents to delegate such power (including authority to redelegate) by written\ninstrument to other officers, employees or agents of the Corporation; unless so\ndesignated or expressly authorized by these By-laws, no officer, employee or\nagent shall have any power or authority to bind the Corporation by any contract\nor engagement, to pledge its credit or to render it liable pecuniarily for any\npurpose or amount.\n\n\n\n\n5.2 DEPOSITS.\n\nAll funds of the Corporation not otherwise employed shall be deposited from time\nto time to the credit of the Corporation or otherwise as the Board or Treasurer,\nor any other officer of the Corporation to whom power in this respect shall have\nbeen given by the Board, shall select.\n\n5.3 PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER CORPORATIONS.\n\nThe Board shall designate the officers of the Corporation who shall have\nauthority from time to time to appoint an agent or agents of the Corporation to\nexercise in the name and on behalf of the Corporation the powers and rights\nwhich the Corporation may have as the holder of stock or other securities in any\nother corporation, and to vote or consent with respect to such stock or\nsecurities. Such designated officers may instruct the person or persons so\nappointed as to the manner of exercising such powers and rights, and such\ndesignated officers may execute or cause to be executed in the name and on\nbehalf of the Corporation and under its corporate seal or otherwise, such\nwritten proxies, powers of attorney or other instruments as they may deem\nnecessary or proper in order that the Corporation may exercise its powers and\nrights.\n\n                                   ARTICLE VI\n\n                  SHARES AND THEIR TRANSFER; FIXING RECORD DATE\n\n6.1 CERTIFICATES FOR SHARES.\n\nEvery owner of stock of the Corporation shall be entitled to have a certificate\ncertifying the number and class of shares owned by him in the Corporation, which\nshall be in such form as shall be prescribed by the Board. Certificates shall be\nnumbered and issued in consecutive order and shall be signed by, or in the name\nof, the Corporation by the Chairman, the President or any vice President, and by\nthe Treasurer (or an Assistant Treasurer, if appointed) or the Secretary (or an\nAssistant Secretary, if appointed). In case any officer or officers who shall\nhave signed any such certificate or certificates shall cease to be such officer\nor officers of the Corporation, whether because of death, resignation or\notherwise, before such certificate or certificates shall have been delivered by\nthe Corporation, such certificate or certificates may nevertheless be adopted by\nthe Corporation and be issued and delivered as though the person or persons who\nsigned such certificate had not ceased to be such officer or officers of the\nCorporation.\n\n6.2 RECORD.\n\nA record in one or more counterparts shall be kept of the name of the person,\nfirm or corporation owning the shares represented by each certificate for stock\nof the Corporation issued, the number of shares represented by each such\ncertificate, the date thereof and, in the case of cancellation, the date of\ncancellation. Except as otherwise expressly required by law, the person in whose\nname shares of stock stand on the stock record of the Corporation shall be\ndeemed the owner thereof for all purposes regarding the Corporation.\n\n\n\n\n\n6.3 TRANSFER AND REGISTRATION OF STOCK.\n\nThe transfer of stock and certificates which represent the stock of the\nCorporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the\nDelaware Code (the Uniform Commercial Code), as amended from time to time.\n\nRegistration of transfers of shares of the Corporation shall be made only on the\nbooks of the Corporation upon request of the registered holder thereof, or of\nhis attorney thereunto authorized by power of attorney duly executed and filed\nwith the Secretary of the Corporation, and upon the surrender of the certificate\nor certificates for such shares properly endorsed or accompanied by a stock\npower duly executed.\n\n6.4 ADDRESSES OF STOCKHOLDERS.\n\nEach stockholder shall designate to the Secretary an address at which notices of\nmeetings and all other corporate notices may be served or mailed to him, and, if\nany stockholder shall fail to designate such address, corporate notices may be\nserved upon him by mail directed to him at his post-office address, if any, as\nthe same appears on the share record books of the Corporation or at his last\nknown post-office address.\n\n6.5 LOST, DESTROYED AND MUTILATED CERTIFICATES.\n\nThe holder of any shares of the Corporation shall immediately notify the\nCorporation of any loss, destruction or mutilation of the certificate therefor,\nand the Board may, in its discretion, cause to be issued to him a new\ncertificate or certificates for such shares, upon the surrender of the mutilated\ncertificates or, in the case of loss or destruction of the certificate, upon\nsatisfactory proof of such loss or destruction, and the Board may, in its\ndiscretion, require the owner of the lost or destroyed certificate or his legal\nrepresentative to give the Corporation a bond in such sum and with such surety\nor sureties as it may direct to indemnify the Corporation against any claim that\nmay be made against it on account of the alleged loss or destruction of any such\ncertificate.\n\n6.6 REGULATIONS.\n\nThe Board may make such rules and regulations as it may deem expedient, not\ninconsistent with these By-laws, concerning the issue, transfer and registration\nof certificates for stock of the Corporation.\n\n6.7 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.\n\nIn order that the Corporation may determine the stockholders entitled to notice\nof or to vote at any meeting of stockholders or any adjournment thereof, the\nBoard may fix a record date, which record date shall not precede the date upon\nwhich the resolution fixing the record date is adopted by the Board, and which\nrecord date shall be not more than 60 nor less than 10 days before the date of\nsuch meeting. If no record date is fixed by the Board, the record date for\ndetermining 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\n\n\n\n\nthe close of business on the day next preceding the day on which the meeting is\nheld. A determination of stockholders of record entitled to notice of or to vote\nat a meeting of 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\nIn order that the Corporation may determine the stockholders entitled to consent\nto corporate action in writing without a meeting, the Board may fix a record\ndate, which record date shall not precede the date upon which the resolution\nfixing the record date is adopted by the Board, and which date shall be not more\nthan 10 days after the date upon which the resolution fixing the record date is\nadopted by the Board. If no record date has been fixed by the Board, the record\ndate for determining stockholders entitled to consent to corporate action in\nwriting without a meeting, when no prior action by the Board is required by the\nDelaware Statute, 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 by delivery to its registered office in this State, its principal\nplace of business or an officer or agent of the Corporation having custody of\nthe book in which proceedings of meetings of stockholders are recorded. Delivery\nmade to the Corporation's registered office shall be by hand or by certified or\nregistered mail, return receipt requested. If no record date has been fixed by\nthe Board and prior action by the Board is required by the Delaware Statute, the\nrecord date for determining stockholders entitled to consent to corporate action\nin writing without a meeting shall be at the close of business on the day on\nwhich the Board adopts the resolution taking such prior action.\n\nIn order that the Corporation may determine the stockholders entitled to receive\npayment of any dividend or other distribution or allotment of any rights or the\nstockholders 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 may fix a record date, which record date shall not precede the date\nupon which the resolution fixing the record date is adopted, and which record\ndate shall be not more than 60 days prior to such action. If no record date is\nfixed, the record date for determining stockholders for any such purpose shall\nbe at the close of business on the day on which the Board adopts the resolution\nrelating thereto.\n\n6.8 SEAL\n\nThe Board may provide a corporate seal, which shall be in the form of a circle\nand shall bear the full name of the Corporation, the year of incorporation of\nthe Corporation and the words and figures 'Corporate Seal - Delaware.'\n\n6.9 FISCAL YEAR\n\nThe fiscal year of the Corporation shall be the calendar year unless otherwise\ndetermined by the Board.\n\n\n\n\n                                   ARTICLE VII\n\n                          INDEMNIFICATION AND INSURANCE\n\n\n7.1 INDEMNIFICATION.\n\nAs provided in the Certificate, to the fullest extent permitted by the Delaware\nStatute as the same exists or may hereafter be amended, a director of the\nCorporation shall not be liable to the Corporation or its stockholders for\nbreach of fiduciary duty as a director.\n\nWithout limitation of any right conferred by paragraph (a) of this Section 7.1,\neach person who was or is made a party or is threatened to be made a party to or\nis otherwise involved in any threatened, pending or completed action, suit or\nproceeding, whether civil, criminal, administrative or investigative\n(hereinafter a 'proceeding'), by reason of the fact that he or she is or was a\ndirector, officer or employee of the Corporation or is or was serving at the\nrequest of the Corporation as a director, officer or employee of another\ncorporation or of a partnership, joint venture, trust or other enterprise,\nincluding service with respect to an employee benefit plan (hereinafter an\n'indemnitee'), whether the basis of such proceeding is alleged action in an\nofficial capacity while serving as a director, officer or employee or in any\nother capacity while serving as a director, officer or employee, shall be\nindemnified and held harmless by the Corporation to the fullest extent\nauthorized by the Delaware Statute, as the same exists or may hereafter be\namended (but, in the case of any such amendment, only to the extent that such\namendment permits the Corporation to provide broader indemnification rights than\npermitted prior thereto), against all expense, liability and loss (including\nattorneys' fees, judgments, fines, excise taxes or amounts paid in settlement)\nreasonably incurred or suffered by such indemnitee in connection therewith and\nsuch indemnification shall continue as to an indemnitee who has ceased to be a\ndirector, officer or employee and shall inure to the benefit of the indemnitee's\nheirs, testators, intestates, executors and administrators; provided, however,\nthat such person acted in good faith and in a manner he reasonably believed to\nbe in, or not opposed to, the best interests of the Corporation, and with\nrespect to a criminal action or proceeding, had no reasonable cause to believe\nhis conduct was unlawful; provided further, however, that no indemnification\nshall be made in the case of an action, suit or proceeding by or in the right of\nthe Corporation in relation to matters as to which it shall be adjudged in such\naction, suit or proceeding that such director, officer, employee or agent is\nliable to the Corporation, unless a court having jurisdiction shall determine\nthat, despite such adjudication, such person is fairly and reasonably entitled\nto indemnification; provided further, however, that, except as provided in\nSection 7.1 of this Article VII with respect to proceedings to enforce rights to\nindemnification, the Corporation shall indemnify any such indemnitee in\nconnection with a proceeding (or part thereof) initiated by such indemnitee only\nif such proceeding (or part thereof) initiated by such indemnitee was authorized\nby the Board of Directors of the Corporation. The right to indemnification\nconferred in this Article VII shall be a contract right and shall include the\nright to be paid by the Corporation the expenses incurred in defending any such\nproceeding in advance of its final disposition (hereinafter an 'advancement of\nexpenses'); provided, however, that, if the Delaware Statute requires, an\nadvancement of expenses incurred by an indemnitee in his or her capacity as a\ndirector or officer (and not in any other capacity in which service was or is\nrendered by such indemnitee, including, without limitation, service to an\nemployee benefit plan)\n\n\n\n\nshall be made only upon delivery to the Corporation of an undertaking\n(hereinafter an 'undertaking'), by or on behalf of such indemnitee, to repay all\namounts so advanced if it shall ultimately be determined by final judicial\ndecision from which there is no further right to appeal (hereinafter a 'final\nadjudication') that such indemnitee is not entitled to be indemnified for such\nexpenses under this Section or otherwise.\n\nIf a claim under Section 7.1 of this Article VII is not paid in full by the\nCorporation with 60 days after a written claim has been received by the\nCorporation, except in the case of a claim for an advancement of expenses, in\nwhich case the applicable period shall be 20 days, the indemnitee may at any\ntime thereafter bring suit against the Corporation to recover the unpaid amount\nof the claim. If successful in whole or in part in any such suit, or in a suit\nbrought by the Corporation to recover an advancement of expenses pursuant to the\nterms of any undertaking, the indemnitee shall be entitled to be paid also the\nexpense of prosecuting or defending such suit. In (i) any suit brought by the\nindemnitee to enforce a right to indemnification hereunder (but not in a suit\nbrought by the indemnitee to enforce a right to an advancement of expenses) it\nshall be a defense that, and (ii) in any suit by the Corporation to recover an\nadvancement of expenses pursuant to the terms of an undertaking the Corporation\nshall be entitled to recover such expenses upon a final adjudication that, the\nindemnitee has not met the applicable standard of conduct set forth in the\nDelaware Statute. Neither the failure of the Corporation (including the Board,\nindependent legal counsel, or the stockholders) to have made a determination\nprior to the commencement of such suit that indemnification of the indemnitee is\nproper in the circumstances because the indemnitee has met the applicable\nstandard of conduct set forth in the Delaware Statute, nor an actual\ndetermination by the Corporation (including the Board, independent legal counsel\nor the stockholders) that the indemnitee has not met such applicable standard of\nconduct, shall create a presumption that the indemnitee has not met the\napplicable standard of conduct or, in the case of such a suit brought by the\nindemnitee, be a defense to such suit. In any suit brought by the indemnitee to\nenforce a right to indemnification or to an advancement of expenses hereunder,\nor by the Corporation to recover an advancement of expenses pursuant to the\nterms of an undertaking, the burden of proving that the indemnitee is not\nentitled to be indemnified, or to such advancement of expenses, under this\nSection or otherwise shall be on the Corporation.\n\nThe rights to indemnification and to the advancement of expenses conferred in\nthis Article VII shall not be exclusive of any other right which any person may\nhave or hereafter acquire under any statute, the Charter, agreement, vote of\nstockholders or disinterested directors or otherwise.\n\n7.2 INSURANCE.\n\nThe Corporation may purchase and maintain insurance, at its expense, to protect\nitself and any person who is or was a director, officer, employee or agent of\nthe Corporation or any person who is or was serving at the request of the\nCorporation as a director, officer, employer or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any expense,\nliability or loss, whether or not the Corporation would have the power to\nindemnify such person against such expense, liability or loss under the Delaware\nStatute.\n\n\n\n\n\n7.3 AMENDMENT\n\nAny by-law (including these By-laws) may be adopted, amended or repealed by the\nvote of the holders of a majority of the shares then entitled to vote or by the\nstockholders' written consent pursuant to Section 2.10 of Article II, or by the\nvote of the Board or by the directors' written consent pursuant to Section 3.6\nof Article III.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9305],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41464","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-websense-inc","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\/41464","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=41464"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41464"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41464"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41464"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}