{"id":41465,"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-netselect-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-netselect-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-netselect-inc.html","title":{"rendered":"By-Laws &#8211; NetSelect Inc."},"content":{"rendered":"<pre>                                    AMENDED\n\n                                    BY-LAWS\n                                      OF\n                                NETSELECT, INC.\n                           (a Delaware corporation)\n(originally incorporated July 29, 1993 under the name InfoTouch Corporation)\n                         (as amended February 4, 1999)\n\n\n                                   ARTICLE I\n                                    OFFICES\n\nSECTION 1.  OFFICES. The Corporation shall maintain its registered office in the\nState of Delaware at 15 North East Street, in the City of Dover, in the County\nof Kent, and its resident agent at such address is United Corporate Services,\nInc. The Corporation may also have offices in such other places in the United\nStates or elsewhere as the Board of Directors may, from time to time, appoint or\nas the business of the Corporation may require.\n\n                                  ARTICLE II\n                           MEETINGS OF STOCKHOLDERS\n\nSECTION 1.  ANNUAL MEETINGS. Annual meetings of stockholders for the election of\ndirectors and for such other business as may properly be conducted at such\nmeeting shall be held at such place, either within or without the State of\nDelaware, and at such time and date as the Board of Directors shall determine by\nresolution and set forth in the notice of the meeting. In the event that the\nBoard of Directors falls to so determine the time, date and place for the annual\nmeeting, it shall be held, beginning in March 1997, at the principal office of\nthe Corporation at 10 o'clock A.M. on the last Friday in March of each year.\n\nSECTION 2.  SPECIAL MEETINGS. Special meetings of stockholders, unless otherwise\nprescribed by statute, may be called by the Chairman of the Board and shall be\ncalled by the Chief Executive Officer or Secretary upon the direction of the\nBoard of Directors or the written request of not less than 10% in interest of\nthe stockholders entitled to vote thereat. Notice of each special meeting shall\nbe given in accordance with Section 3 of this Article II. Unless otherwise\npermitted by law, business transacted at any special meeting of stockholders\nshall be limited to the purpose stated in the notice.\n\nSECTION 3.  NOTICE OF MEETINGS. Whenever stockholders are required or permitted\nto take any action at a meeting, a written notice of the meeting, which shall\nstate the place, date and time of the meeting, and, in the case of a special\nmeeting, the purposes for which the meeting is called, shall be mailed to or\ndelivered to each stockholder of record entitled to vote thereat. Such notice\nshall be given not less than ten (10) days nor more than sixty (60) days before\nthe date of any such meeting.\n\nSECTION 4.  QUORUM. (a) At each meeting of the stockholders, except where\notherwise provided by law, the Certificate of Incorporation or these By-Laws,\nthe holders of record of a majority in voting power of the issued and\noutstanding shares of stock of the Corporation entitled to vote at such meeting,\npresent in person or represented by\n\n \nproxy, shall be required to constitute a quorum for the transaction of business.\nWhere a separate vote by class or classes or one or more series of a class or\nclasses of stock is required by law or the Certificate of Incorporation for any\nmatter, the holders of a majority in voting power of the issued and outstanding\nshares of each such class or classes or one or more series of a class or classes\nentitled to vote, present in person or represented by proxy, shall be required\nto constitute a quorum with respect to a vote on that matter, except that where\nthe unanimous affirmative vote or written consent of all of the holders of the\noutstanding shares of a class or classes of stock is required by the Certificate\nof Incorporation with respect to any matter, all of the holders of the\noutstanding shares of such class or classes entitled to vote, present in person\nor by proxy, shall be required to constitute a quorum with respect to a vote on\nthat matter. For purposes of these By-Laws, the term 'total voting power' shall\nmean, (a) in the case of matters which do not require a separate vote by class\nor classes or one or more series of a class or classes of stock, the aggregate\nnumber of votes which all of the shares of stock, excluding the votes of shares\nof stock having such entitlement only upon the happening of a contingency, would\nbe entitled to cast on any such matter, if all such shares of stock were present\nat a meeting of the Corporation's stockholders for the purpose of stockholder\naction on such matter, and (b) in the case of matters which do require a\nseparate vote by class or classes or one or more series of a class or classes of\nstock, the aggregate number of votes which all of the shares of such class or\nclasses or one or more series of a class or classes of stock, excluding the\nvotes of shares of stock having such entitlement only upon the happening of a\ncontingency, would be entitled to cast on any such matter, if all of the shares\nof such class or classes or one or more series of a class or classes of stock\nwere present and voted at a meeting of the Corporation's stockholders for the\npurpose of stockholder action on such matter.\n\n(b)  In the absence of a quorum at any annual or special meeting of\nstockholders, a majority in total voting power of the shares of stock entitled\nto vote, or in the case of matters requiring a separate vote by any class or\nclasses or one or more series of a class or classes of stock, a majority in\ntotal voting power of the shares of each such class or classes or one of more\nseries of a class or classes entitled to vote, present in person or represented\nby proxy or, in the absence of all such stockholders, any person entitled to\npreside at or act as secretary of such meeting, shall have the power to adjourn\nthe meeting from time to time, if the date, time and place thereof are announced\nat the meeting at which the adjournment is taken. At any such adjourned meeting\nat which a quorum shall be present, any business may be transacted which might\nhave been transacted at the meeting as originally called. If the adjournment is\nfor more than thirty days, or if after the adjournment a new record date is\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be\ngiven to each stockholder of record entitled to vote at the meeting.\n\nSECTION 5.  VOTING. (a) Except as otherwise provided by law or by the\nCertificate of Incorporation or these By-Laws, at every meetings of the\nstockholders, in the case of any written consent of stockholders, and for all\nother purposes, each holder of record of shares of (x) Common Stock, par value\n$.001 per share (the ' Common Stock'), on the relevant record date shall be\nentitled to one (1) vote for each share of Common Stock standing in such\nperson's name on the stock transfer records of the Corporation, and (y) each\nshare of Series A Convertible Preferred Stock, par value $0.001 per share (the\n\n \n'Series A Preferred Stock'), Series B Convertible Preferred Stock, par value\n$0.001 per share (the 'Series B Preferred Stock'), Series C Convertible\nPreferred Stock, par value $0.001 per share (the 'Series C Preferred Stock'),\nSeries D Convertible Preferred Stock, par value $0.001 per share (the 'Series D\nPreferred Stock'), Series E Convertible Preferred Stock, par value $0.001 per\nshare (the 'Series E Preferred Stock'), and Series F Convertible Preferred\nStock, par value $0.001 per share (the 'Series F Preferred Stock,' and, together\nwith the Series A Preferred Stock, the Series B Preferred Stock, the Series C\nPreferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock,\nthe 'Preferred Stock'), shall be entitled to the number of votes equal to the\nnumber of shares of Common Stock into which such shares of Preferred Stock could\nbe then converted.\n\n(b)  Unless otherwise provided in the Certificate of Incorporation, each\nstockholder shall be entitled to one vote for each share of capital stock held\nby such stockholder. Upon the request of not less than 10% in interest of the\nstockholders entitled to vote at a meeting, voting shall be by written ballot.\nUnless otherwise required by law, the vote of a majority of the outstanding\nshares, present in person or represented by proxy and entitled to vote on the\nsubject matter, at a meeting at which a quorum is present shall constitute the\nact of the stockholders.\n\n(c)  At all meetings of the stockholders at which a quorum is present, except as\notherwise provided by law or by the Certificate of Incorporation or these By-\nLaws, all actions shall be decided by the affirmative vote of not less than 66-\n2\/3% of the total voting power of all of the issued and outstanding shares of\nNetSelect Common Stock and the Preferred Stock, voting as a single class, at a\nmeeting at which a quorum is present, shall be required to constitute the act of\nthe stockholders on any actions permitted pursuant to the General Corporation\nLaw of Delaware.\n\nSECTION 6.  CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors of the\nCorporation, or, in his absence or disability, the Chief Executive Officer of\nthe Corporation, shall preside at all meetings of the stockholders.\n\nSECTION 7.  SECRETARY OF MEETING. The Secretary of the Corporation shall act as\nSecretary at all meetings of the stockholders. In the absence or disability of\nthe Secretary, the Chairman of the Board of Directors or the Chief Executive\nOfficer shall appoint a person to act as Secretary at such meetings.\n\nSECTION 8.  ACTION WITHOUT MEETING. Unless otherwise provided by the Certificate\nof Incorporation, any action required by law to be taken at any annual or\nspecial meeting of stockholders, or any action which may be taken at such\nmeetings, may be taken without a meeting, without prior notice and without a\nvote, if a consent or consents in writing, setting forth the action so taken,\nshall be signed by the holders of outstanding shares having not less than the\nminimum number of votes that would be necessary to authorize or take such action\nat a meeting at which all shares entitled to vote were present and voted. Every\nwritten consent shall bear the date of signature of each stockholder who signs\nthe consent. Prompt notice of the taking of the corporate action without a\nmeeting by less than unanimous written consent shall be given to those\nstockholders who have not consented in writing.\n\nSECTION 9.  ADJOURNMENT. At any meeting of stockholders of the Corporation, if\nless than a quorum be present, a majority of the stockholders entitled to vote\nthereat, present in person or by proxy, shall have the power to adjourn the\nmeeting from time to time without notice other than announcement at the meeting\nuntil a quorum shall be\n\n \npresent. Any business may be transacted at the adjourned meeting which might\nhave been transacted at the meeting originally noticed. If the adjournment is\nfor more than 30 days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting.\n\n                                  ARTICLE III\n                              BOARD OF DIRECTORS\n\nSECTION 1.  POWERS. The business and affairs of the Corporation shall be managed\nby or under the direction of its Board of Directors. The Board shall exercise\nall of the powers and duties conferred by law except as provided by the\nCertificate of Incorporation or these By-Laws.\n\nSECTION 2.  NUMBER AND TERM. The number of directors shall be fixed at that\nnumber of directors who are entitled to be nominees pursuant to Section 2.1(a)\nof that certain Second Amended and Restated NetSelect, Inc. Stockholders'\nAgreement dated as of January __, 1999 by and among the Corporation and the\nStockholders (as such term is defined therein), as such agreement may be\namended. The Board of Directors shall be elected by the stockholders at their\nannual meeting, and each director shall be elected to serve for the term of one\nyear and until his successor shall be elected and qualified or until his earlier\nresignation or removal. Directors need not be stockholders.\n\nSECTION 3.  RESIGNATIONS. Any director may resign at any time. Such resignation\nshall be made in writing, and shall take effect at the time specified therein,\nand if no time is specified, at the time of its receipt by the Chief Executive\nOfficer or Secretary. The acceptance of a resignation shall not be necessary to\nmake it effective.\n\nSECTION 4.  REMOVAL. Any director or the entire Board of Directors may be\nremoved at any time by the affirmative vote of not less than 66-2\/3% of the\ntotal combined voting power of all of the issued and outstanding shares of\nCommon Stock and Preferred Stock, voting as a single class.\n\nSECTION 5.  MEETINGS. The newly elected directors shall hold their first meeting\nto organize the Corporation, elect officers and transact any other business\nwhich may properly come before the meeting. An annual organizational meeting of\nthe Board of Directors shall be held immediately after each annual meeting of\nthe stockholders, or at such time and place as may be noticed for the meeting.\n\nRegular meetings of the Board may be held without notice at such places and\ntimes as shall be determined from time to time by resolution of the directors;\nprovided however, that at least one regular meeting of the Board of Directors\nshall be held every three months.\n\nSpecial meetings of the Board shall be called by the Chief Executive Officer,\nthe Chairman or by the Secretary on the written request of any director with at\nleast two days' notice to each director and shall be held at such place as may\nbe determined by the directors or as shall be stated in the notice of the\nmeeting.\n\nSECTION 6.  QUORUM, VOTING AND ADJOURNMENT. A majority of the total number of\ndirectors or any committee thereof shall constitute a quorum for the transaction\nof business. Unless otherwise required by law, the affirmative vote by at least\n66-2\/3 of the entire Board of Directors shall be the act of the Board of\nDirectors. In the absence of a quorum, a majority of the directors present\nthereat may adjourn such meeting to another time and place. Notice of such\nadjourned meeting need not be given\n\n \nif the time and place of such adjourned meeting are announced at the meeting so\nadjourned.\n\nSECTION 7.  COMMITTEES. The Board of Directors may, by resolution passed as\nprovided in Section 6 of this Article III, designate one or more committees,\nincluding, but not limited to, an Executive Committee and an Audit Committee,\neach such committee to consist of two or more of the directors of the\nCorporation. The Board may designate one or more directors as alternate members\nof any committee to replace any absent or disqualified member at any meeting of\nthe committee. In the absence or disqualification of a member of a committee,\nthe member or members present at any meeting and not disqualified from voting,\nwhether or not he or they constitute a quorum, may unanimously appoint another\nmember of the Board of Directors to act at the meeting in the place of any such\nabsent or disqualified member. Any such committee, to the extent provided in the\nresolution of the Board, shall have and may exercise all the powers and\nauthority of the Board of Directors in the management of the business and\naffairs of the Corporation and may authorize the seal of the Corporation to be\naffixed to all papers which may require it; but no such committee shall have the\npower or authority to amend the Certificate of Incorporation, adopt an agreement\nof merger or consolidation, recommend to the stockholders the sale, lease, or\nexchange of all or substantially all of the Corporation's properties and assets,\nrecommend to the stockholders a dissolution of the Corporation or a revocation\nof a dissolution or to amend these By-Laws. No such committee shall have the\npower or authority to declare a dividend, to authorize the issuance of stock of\nthe Corporation or to adopt a certificate of ownership and merger. All\ncommittees of the Board shall keep minutes of their meetings and shall report\ntheir proceedings to the Board when requested or required by the Board.\n\nSECTION 8.  ACTION WITHOUT A MEETING. Unless otherwise restricted by the\nCertificate of Incorporation, any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee thereof may be taken\nwithout a meeting if all members of the Board or any committee thereof, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board or such committee, as the case may\nbe.\n\nSECTION 9.  COMPENSATION. The Board of Directors shall have the authority to fix\nthe compensation of directors for their services. A director may also serve the\nCorporation in other capacities and receive compensation therefor.\n\nSECTION 10.  TELEPHONIC MEETING. Unless otherwise restricted by the Certificate\nof Incorporation, members of the Board, or any committee designated by the\nBoard, may participate in a meeting by means of conference telephone or similar\ncommunications equipment in which all persons participating in the meeting can\nhear each other. Participation in a meeting by means of conference telephone or\nsimilar communications equipment shall constitute the presence in person at such\nmeeting.\n\n                                  ARTICLE IV\n                                   OFFICERS\n\nSECTION 1.  The officers of the Corporation shall include a Chief Executive\nOfficer, Chief Operating Officer and a Secretary, each of whom shall be elected\nby the Board of Directors and who shall hold office for a term of one year and\nuntil their successors are elected and qualify or until their earlier\nresignation or removal. In addition, the Board of Directors may elect one or\nmore Vice Presidents and a Chief Financial Officer, who shall\n\n \nhold their office for such terms and shall exercise such powers and perform such\nduties as shall be determined from time to time by the Board of Directors. The\ninitial officers shall be elected at the first meeting of the Board of Directors\nand, thereafter, at the annual organizational meeting of the Board held after\neach annual meeting of the stockholders. Any number of offices may be held by\nthe same person.\n\nSECTION 2.  OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such\nother officers and agents as it deems advisable, who shall hold their respective\noffice for such terms and shall exercise and perform such powers and duties as\nshall be determined from time to time by the Board of Directors.\n\nSECTION 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall,\nif present, preside at all meetings of the Board and exercise and perform such\nother powers and duties as may be from time to time assigned to him by the\nBoard.\n\nSECTION 4.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be\nsubject to the supervision, control and annual review of the stockholders and\nthe Board of Directors have general supervision, direction and control of the\nbusiness and affairs of the Corporation. The Chief Executive Officer shall\npreside at all meetings of the stockholders of the Corporation and, in the\nabsence of the Chairman of the Board, at all meetings of the Board.\n\nSECTION 5.  CHIEF OPERATING OFFICER. Subject to such supervisory powers, if any,\nas may be given by the Board to the Chairman of the Board and the Chief\nExecutive Officer, the Chief Operating Officer shall, subject to the control of\nthe Board and the Chairman, have general supervision, direction and control of\nthe business and officers of the Corporation. The Chief Operating Officer shall\nhave such other powers and duties as may be from time to time prescribed to him\nby the Board.\n\nSECTION 6.  PRESIDENT. Subject to such supervisory powers, if any, as may be\ngiven by the Board to the Chairman of the Board and the Chief Executive Officer,\nthe President shall, subject to the control of the Board, have general\nsupervision, direction and control of the business and the officers of the\nCorporation (other than the Chairman and Chief Executive Officer). The President\nshall preside at all meetings of the stockholders of the Corporation in the\nabsence of the Chairman and the Chief Executive Officer, and, in the absence of\nthe Chairman and the Chief Executive Officer, at all meetings of the Board. The\nPresident shall have the general powers and duties of management usually vested\nin the office of president and general manager of a corporation, and shall have\nsuch other powers and duties as may be prescribed by the Board.\n\nSECTION 7.  VICE PRESIDENT. In the absence or disability of the Chairman, the\nChief Executive Officer, the Chief Operating Officer and the President, the Vice\nPresidents, if any, in order of their rank as fixed by the Board, or, if not\nranked, the Vice President designated by the Board shall perform all the duties\nof such officer and when so acting shall have all the powers of, and be subject\nto all the restrictions upon, such offices. The Vice Presidents shall have such\nother powers and perform such other duties as from time to time may be\nprescribed for them respectively by the Board, the Chief Executive Officer or\nthe President.\n\nSECTION 8.  SECRETARY. The Secretary shall be the Chief Administrative Officer\nof the Corporation and shall: (a) cause minutes of all meetings of the\nstockholders and directors to be recorded and kept; (b) cause all notices\nrequired by these By-Laws or otherwise to be given properly; (c) see that the\nminute books, stock books, and other\n\n \nnonfinancial books, records and papers of the Corporation are kept properly; and\n(d) cause all reports, statements, returns, certificates and other documents to\nbe prepared and filed when and as required. The Secretary shall have such\nfurther powers and perform such other duties as prescribed from time to time by\nthe Board.\n\nSECTION 9.   CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall be\nkept in such depositories as shall from time to time be prescribed by the Board\nof Directors. All checks or other orders for the payment of money shall be\nsigned by the Chief Executive Officer, Chairman or the Chief Operating Officer\nor such other person or agent as may from time to time be authorized and with\nsuch countersignature, if any, as may be required by the Board of Directors.\n\nSECTION 10.  CONTRACTS AND OTHER DOCUMENTS. The Chief Executive Officer,\nChairman or Chief Operating Officer, or such other officer or officers as may\nfrom time to time be authorized by the Board of Directors or any other committee\ngiven specific authority in the premises by the Board of Directors during the\nintervals between the meetings of the Board of Directors, shall have power to\nsign and execute on behalf of the Corporation deeds, conveyances and contracts,\nand any and all other documents requiring execution by the Corporation.\n\nSECTION 11.  OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chief Executive\nOfficer, Chairman or the Chief Operating Officer, or such other officer or agent\nas shall be authorized by the Board of Directors, shall have the power and\nauthority, on behalf of the Corporation, to attend and to vote at any meeting of\nstockholders of any corporation in which the Corporation holds stock and may\nexercise, on behalf of the Corporation, any and all of the rights and powers\nincident to the ownership of such stock at any such meeting, including the\nauthority to execute and deliver proxies and consents on behalf of the\nCorporation.\n\nSECTION 12.  DELEGATION OF DUTIES. In the absence, disability or refusal of any\nofficer to exercise and perform his duties, the Board of Directors may delegate\nto another officer such powers or duties.\n\nSECTION 13.  RESIGNATION AND REMOVAL. Any officer of the Corporation may be\nremoved from office for or without cause at any time by the Board of Directors.\nAny officer may resign at any time in the same manner prescribed under Section 3\nof Article III of these By-Laws.\n\nSECTION 14.  VACANCIES. The Board of Directors shall have power to fill\nvacancies occurring in any office.\n\n                                   ARTICLE V\n                                     STOCK\n\nSECTION 1.   CERTIFICATES OF STOCK. Every holder of stock in the Corporation\nshall be entitled to have a certificate signed by, or in the name of the\nCorporation by, the Chairman of the Board, the Chief Executive Officer, the\nChief Operating Officer, or a Vice President and by the Secretary, certifying\nthe number and class of shares of stock in the Corporation owned by him. Any or\nall of the signatures on the certificate may be a facsimile. The Board of\nDirectors shall have the power to appoint one or more transfer agents and\/or\nregistrars for the transfer or registration of certificates of stock of any\nclass, and may require stock certificates to be countersigned or registered by\none or more of such transfer agents and\/or registrars.\n\nSECTION 2.   TRANSFER OF SHARES.  Shares of stock of the Corporation shall be\n\n \ntransferable upon its books by the holders thereof, in person or by their duly\nauthorized attorneys or legal representatives, upon surrender to the Corporation\nby delivery thereof to the person in charge of the stock and transfer books and\nledgers. Such certificates shall be cancelled and new certificates shall\nthereupon be issued. A record shall be made of each transfer. Whenever any\ntransfer of shares shall be made for collateral security, and not absolutely, it\nshall be so expressed in the entry of the transfer if, when the certificates are\npresented, both the transferor and transferee request the Corporation to do so.\nThe Board shall have power and authority to make such rules and regulations as\nit may deem necessary or proper concerning the issue, transfer and registration\nof certificates for shares of stock of the Corporation.\n\nSECTION 3.  LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. A new certificate\nof stock may be issued in the place of any certificate previously issued by the\nCorporation, alleged to have been lost, stolen or destroyed, and the Board of\nDirectors may, in their discretion, require the owner of such lost, stolen or\ndestroyed certificate, or his legal representative, to give the Corporation a\nbond, in such sum as the Board may direct, not exceeding double the value of the\nstock, in order to indemnify the Corporation against any claims that may be made\nagainst it in connection therewith. A new certificate of stock may be issued in\nthe place of any certificate previously issued by the Corporation which has\nbecome mutilated without the posting by the owner of any bond upon the surrender\nby such owner of such mutilated certificate.\n\nSECTION 4.  LIST OF STOCKHOLDERS ENTITLED TO VOTE. The stock ledger shall be the\nonly evidence as to who are the stockholders entitled to examine the stock\nledger, the list required by Delaware General Corporation Law (S) 219 or the\nbooks of the Corporation, or to vote in person or by proxy at any meeting of\nstockholders.\n\nSECTION 5.  DIVIDENDS. Subject to the provisions of the Certificate of\nIncorporation, the Board of Directors may at any regular or special meeting,\ndeclare dividends upon the stock of the Corporation either (i) out of its\nsurplus, as defined in and computed in accordance with Delaware General\nCorporation Law (S) 154 and (S) 244 or (ii) in case there shall be no such\nsurplus, out of its net profits for the fiscal year in which the dividend is\ndeclared and\/or the preceding fiscal year. Before the declaration of any\ndividend, the Board of Directors may set apart, out of any funds of the\nCorporation available for dividends, such sum or sums as from time to time in\ntheir discretion may be deemed proper for working capital or as a reserve fund\nto meet contingencies or for such other purposes as shall be deemed conducive to\nthe interests of the Corporation.\n\n                                  ARTICLE VI\n                          NOTICE AND WAIVER OF NOTICE\n\nSECTION 1.  NOTICE.  Whenever any written notice is required to be given by law,\nthe Certificate of Incorporation or these By-Laws, such notice, if mailed, shall\nbe deemed to be given when deposited in the United States mail, postage prepaid,\naddressed to the person entitled to such notice at his address as it appears on\nthe books and records of the Corporation.\n\nSECTION 2.  WAIVER OF NOTICE.  Whenever notice is required to be given by law,\nthe Certificate of Incorporation or these By-Laws, a written waiver thereof\nsigned by the person entitled to notice, whether before or after the time stated\ntherein, shall be deemed equivalent to notice.  Attendance of a person at a\nmeeting shall constitute a waiver of notice of such meeting, except when the\nperson attends a meeting for the express purpose \n\n \nof objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting is not lawfully called or convened. Neither the\nbusiness to be transacted at, nor the purpose of, any meeting of the\nstockholders, directors, or members of a committee of the Board need be\nspecified in any written waiver of notice.\n\n                                  ARTICLE VII\n                             AMENDMENT OF BY-LAWS\n\nSECTION 1.  AMENDMENTS. These By-Laws may be amended or repealed, or new By-Laws\nmay be adopted by the affirmative vote of at least three-fifths (3\/5) of the\nentire Board of Directors.\n\n                                 ARTICLE VIII\n\nSECTION 1.  SEAL. The seal of the Corporation shall be circular in form and\nshall have the name of the Corporation on the circumference and the jurisdiction\nand year of incorporation in the center.\n\nSECTION 2.  FISCAL YEAR. The fiscal year of the Corporation shall end on\nDecember 31 of each year, or such other twelve consecutive months as the Board\nof Directors may designate.\n\nSECTION 3.  INDEMNIFICATION. Any person who was or is a party or is threatened\nto be made a party to any threatened, pending or completed action, suit or\nproceeding, whether civil, criminal, administrative or investigative (other than\nan action by or in the right of the Corporation), by reason of the fact that he\nis or was a director, officer or employee of the Corporation, or is or was\nserving at the request of the Corporation as a director, officer or employee of\nanother corporation, partnership, joint venture, trust or other enterprise,\nshall be indemnified by the Corporation to the fullest extent permitted by law\nagainst expenses (including attorneys' fees), judgments, fines and amounts paid\nin settlement actually and reasonably incurred by him in connection with such\naction, suit or proceeding if he acted in good faith and in a manner he\nreasonably 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 his conduct was unlawful. The termination of any\naction, suit or proceeding by judgment, order, settlement, conviction or upon a\nplea of nolo contendere or its equivalent shall not, of itself, create a\npresumption that the person did not act in good faith and in a manner which he\nreasonably believed to be in or not opposed to the best interests of the\nCorporation, and, with respect to any criminal action or proceeding, had\nreasonable cause to believe that his conduct was unlawful.\n\nThe Corporation shall indemnify any person who was or is a party or is\nthreatened to be made a party to any threatened, pending or completed action or\nsuit by or in the right of the Corporation to procure a judgment in its favor by\nreason of the fact that he is or was a director, officer or employee of the\nCorporation, or is or was serving at the request of the Corporation as a\ndirector, officer or employee of another corporation, partnership, joint\nventure, trust or other enterprise against expenses (including attorneys' fees)\nactually and reasonably incurred by him in connection with the defense or\nsettlement of such action or suit if he acted in good faith and in a manner he\nreasonably believed to be in or not opposed to the best interests of the\nCorporation and except that no indemnification shall be made in respect of any\nclaim, issue or matter as to which such person shall have been adjudged to be\nliable to the Corporation unless and only to the extent that the Court of\nChancery of Delaware or the court in which such action or suit was brought shall\n\n \ndetermine upon application that, despite the adjudication of liability but in\nview, of all the circumstances of the case, such person is fairly and reasonably\nentitled to indemnity for such expenses which the Court of Chancery of Delaware,\nor such other court shall deem proper.\n\nAny indemnification pursuant to this Article VIII (unless ordered by a court)\nshall be made by the Corporation only as authorized in the specific case upon a\ndetermination that indemnification of the director, officer or employee is\nproper in the circumstances because he has met the applicable standard of\nconduct set forth in this Article VIII. Such determination shall be made (i) by\na majority Note of the directors who are not parties to such action, suit or\nproceeding, even though less than a quorum, or (ii) if there are no such\ndirectors, or if such directors so direct, by independent legal counsel in a\nwritten opinion, or (iii) by the stockholders.\n\nSECTION 4.  ADVANCE OF EXPENSES. Expenses (including attorneys' fees) incurred\nby an officer, director, or employee in defending any civil, criminal,\nadministrative or investigative action, suit or proceeding shall be paid by the\nCorporation in advance of the final disposition of such action, suit or\nproceeding upon receipt of an undertaking satisfactory to the Board of Directors\nby or on behalf of such director, officer or employee to repay such amount if it\nshall ultimately be determined that he is not entitled to be indemnified by the\nCorporation as authorized in this Article VIII.\n\nSECTION 5.  REMEDIES NOT EXCLUSIVE. The indemnification and advancement of\nexpenses provided by this Article VIII shall not be deemed exclusive of any\nother rights to which those seeking indemnification or advancement of expenses\nmay be entitled under any by-law, agreement, vote of stockholders or\ndisinterested directors or otherwise, both as to action in his official capacity\nand as to action in another capacity while holding such office, and shall,\nunless otherwise provided when authorized or ratified, continue as to a person\nwho has ceased to be a director, officer or employee and shall inure to the\nbenefit of the heirs, executors and administrators of such a person.\n\nSECTION 6.  INSURANCE. The Corporation may purchase and maintain insurance, at\nits expense, to protect itself and any director, officer or employee of the\nCorporation or another corporation, partnership, joint venture, trust or other\nenterprise against any expense, liability or loss, whether or not the\nCorporation would have the power to indemnify such person against such expense,\nliability or loss under the Delaware General Corporation Law.\n\nDate of original Adoption:  November 26, 1996\nDate Amended:  February 4, 1999\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9573,9574],"class_list":["post-41465","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","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\/41465","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=41465"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41465"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41465"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41465"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}