{"id":41528,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-heuristic-physics-laboratories-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-heuristic-physics-laboratories-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-heuristic-physics-laboratories-inc.html","title":{"rendered":"Bylaws &#8211; Heuristic Physics Laboratories Inc."},"content":{"rendered":"<pre>\n                                     BYLAWS\n\n                                       OF\n\n                      HEURISTIC PHYSICS LABORATORIES, INC.\n\n                         AS IN EFFECT ON AUGUST 10, 2000\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n        SECTION 1.      REGISTERED OFFICE. The initial registered office of the\ncorporation shall be at such place as is designated in the Certificate of\nIncorporation (herein, as amended from time to time, so called), or thereafter\nthe registered office may be at such other place as the Board of Directors may\nfrom time to time designate by resolution.\n\n        SECTION 2.      OTHER OFFICES. The corporation may also have offices at\nsuch other places, both within and without the State of Delaware, as the Board\nof Directors may from time to time determine or the business of the corporation\nmay require.\n\n                                   ARTICLE II\n\n                                  STOCKHOLDERS\n\n        SECTION 1.      MEETINGS. All meetings of the stockholders for the\nelection of directors shall be held at the principal office of the corporation,\nor at such other place, within or without the State of Delaware, as may be fixed\nfrom time to time by the Board of Directors. Meetings of stockholders for any\nother purpose may be held at such time and place, within or without the State of\nDelaware, as shall be stated in the notice of the meeting or in a waiver of\nnotice thereof.\n\n        SECTION 2.      ANNUAL MEETING. An annual meeting of the stockholders\nshall be held on such date in each fiscal year of the corporation as the Board\nof Directors shall select, at which meeting the stockholders shall elect members\nof the Board of Directors and transact such other business as may properly be\nbrought before the meeting.\n\n        Section 3.      NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.\n\n        (A)     ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons for\nelection to the Board of Directors of the corporation and the proposal of\nbusiness to be considered by the stockholders may be made at an annual meeting\nof stockholders only (a) pursuant to the corporation's notice of meeting (or any\nsupplement thereto), (b) by or at the direction of the Board of Directors or (c)\nby any stockholder of the corporation who was a stockholder of record of the\ncorporation at the time the notice provided for in this Section 3 is delivered\nto the \n\n\nSecretary of the corporation, who is entitled to vote at the meeting and who\ncomplies with the notice procedures set forth in this Section 3.\n\n        (2)     For nominations or other business to be properly brought before\nan annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of\nthis Section 3, the stockholder must have given timely notice thereof in writing\nto the Secretary of the corporation and any such proposed business other than\nthe nominations of persons for election to the Board of Directors must\nconstitute a proper matter for stockholder action. To be timely, a stockholder's\nnotice shall be delivered to the Secretary at the principal executive offices of\nthe corporation not later than the close of business on the ninetieth day nor\nearlier than the close of business on the one hundred twentieth day prior to the\nfirst anniversary of the preceding year's annual meeting (provided, however,\nthat in the event that the date of the annual meeting is more than thirty days\nbefore or more than seventy days after such anniversary date, notice by the\nstockholder must be so delivered not earlier than the close of business on the\none hundred twentieth day prior to such annual meeting and not later than the\nclose of business on the later of the ninetieth day prior to such annual meeting\nor the tenth day following the day on which public announcement of the date of\nsuch meeting is first made by the corporation). For purposes of the first annual\nmeeting of stockholders of the corporation held after 2000, the first\nanniversary of the 2000 annual meeting of stockholders shall be deemed to be\nAugust 24, 2000. In no event shall the public announcement of an adjournment or\npostponement of an annual meeting commence a new time period (or extend any time\nperiod) for the giving of a stockholder's notice as described above. Such\nstockholder's notice shall set forth: (a) as to each person whom the stockholder\nproposes to nominate for election as a director all information relating to such\nperson that is required to be disclosed in solicitations of proxies for election\nof directors in an election contest, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934 (the\n\"Exchange Act\") and Rule 14a-11 thereunder (and such person's written consent to\nbeing named in the proxy statement as a nominee and to serving as a director if\nelected); (b) as to any other business that the stockholder proposes to bring\nbefore the meeting, a brief description of the business desired to be brought\nbefore the meeting, the text of the proposal or business (including the text of\nany resolutions proposed for consideration and in the event that such business\nincludes a proposal to amend the Bylaws of the corporation, the language of the\nproposed amendment), the reasons for conducting such business at the meeting and\nany material interest in such business of such stockholder and the beneficial\nowner, if any, on whose behalf the proposal is made; and (c) as to the\nstockholder giving the notice and the beneficial owner, if any, on whose behalf\nthe nomination or proposal is made (i) the name and address of such stockholder,\nas they appear on the corporation's books, and of such beneficial owner, (ii)\nthe class and number of shares of capital stock of the corporation which are\nowned beneficially and of record by such stockholder and such beneficial owner,\n(iii) a representation that the stockholder is a holder of record of stock of\nthe corporation entitled to vote at such meeting and intends to appear in person\nor by proxy at the meeting to propose such business or nomination, and (iv) a\nrepresentation whether the stockholder or the beneficial owner, if any, intends\nor is part of a group which intends (a) to deliver a proxy statement and\/or form\nof proxy to holders of at least the percentage of the corporation's outstanding\ncapital stock required to approve or adopt the proposal or elect the nominee\nand\/or (b) otherwise to solicit proxies from stockholders in support of such\nproposal or nomination. The foregoing notice requirements shall be deemed\nsatisfied by \n\n                                       2\n\n\na stockholder if the stockholder has notified the corporation of his or her\nintention to present a proposal at an annual meeting in compliance with Rule\n14a-8 (or any successor thereof) promulgated under the Exchange Act and such\nstockholder's proposal has been included in a proxy statement that has been\nprepared by the corporation to solicit proxies for such annual meeting. The\ncorporation may require any proposed nominee to furnish such other information\nas it may reasonably require to determine the eligibility of such proposed\nnominee to serve as a director of the corporation.\n\n        (3)     Notwithstanding anything in the second sentence of paragraph\n(A)(2) of this Section 3 to the contrary, in the event that the number of\ndirectors to be elected to the Board of Directors of the corporation at an\nannual meeting is increased and there is no public announcement by the\ncorporation naming the nominees for the additional directorships at least one\nhundred days prior to the first anniversary of the preceding year's annual\nmeeting, a stockholder's notice required by this Section 3 shall also be\nconsidered timely, but only with respect to nominees for the additional\ndirectorships, if it shall be delivered to the Secretary at the principal\nexecutive offices of the corporation not later than the close of business on the\ntenth day following the day on which such public announcement is first made by\nthe corporation.\n\n        (B)     SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be\nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the corporation's notice of meeting. Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected pursuant to the\ncorporation's notice of meeting (1) by or at the direction of the Board of\nDirectors or (2) provided that the Board of Directors has determined that\ndirectors shall be elected at such meeting, by any stockholder of the\ncorporation who is a stockholder of record at the time the notice provided for\nin this Section 3 is delivered to the Secretary of the corporation, who is\nentitled to vote at the meeting and in such election and who complies with the\nnotice procedures set forth in this Section 3. In the event the corporation\ncalls a special meeting of stockholders for the purpose of electing one or more\ndirectors to the Board of Directors, any such stockholder entitled to vote in\nsuch election of directors may nominate a person or persons (as the case may be)\nfor election to such position(s) as specified in the corporation's notice of\nmeeting, if the stockholder's notice required by paragraph (A)(2) of this\nSection 3 shall be delivered to the Secretary at the principal executive offices\nof the corporation not earlier than the close of business on the one hundred\ntwentieth day prior to such special meeting and not later than the close of\nbusiness on the later of the ninetieth day prior to such special meeting or the\ntenth day following the day on which public announcement is first made of the\ndate of the special meeting and of the nominees proposed by the Board of\nDirectors to be elected at such meeting. In no event shall the public\nannouncement of an adjournment or postponement of a special meeting commence a\nnew time period (or extend any time period) for the giving of a stockholder's\nnotice as described above.\n\n        (C)     GENERAL. (1) Only such persons who are nominated in accordance\nwith the procedures set forth in this Section 3 shall be eligible to be elected\nat an annual or special meeting of stockholders of the corporation to serve as\ndirectors and only such business shall be conducted at a meeting of stockholders\nas shall have been brought before the meeting in \n\n                                       3\n\n\naccordance with the procedures set forth in this Section 3. Except as otherwise\nprovided by law, the chairman of the meeting shall have the power and duty (a)\nto determine whether a nomination or any business proposed to be brought before\nthe meeting was made or proposed, as the case may be, in accordance with the\nprocedures set forth in this Section 3 (including whether the stockholder or\nbeneficial owner, if any, on whose behalf the nomination or proposal is made\nsolicited (or is part of a group which solicited) or did not so solicit, as the\ncase may be, proxies in support of such stockholder's nominee or proposal in\ncompliance with such stockholder's representation as required by clause\n(A)(2)(c)(iv) of this Section 3) and (b) if any proposed nomination or business\nwas not made or proposed in compliance with this Section 3, to declare that such\nnomination shall be disregarded or that such proposed business shall not be\ntransacted. Notwithstanding the foregoing provisions of this Section 3, if the\nstockholder (or a qualified representative of the stockholder) does not appear\nat the annual or special meeting of stockholders of the corporation to present a\nnomination or business, such nomination shall be disregarded and such proposed\nbusiness shall not be transacted, notwithstanding that proxies in respect of\nsuch vote may have been received by the corporation.\n\n        (2)     For purposes of this Section 3, \"public announcement\" shall\ninclude disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable national news service or in a document publicly\nfiled by the corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act.\n\n        (3)     Notwithstanding the foregoing provisions of this Section 3, a\nstockholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth in this Section 3. Nothing in this Section 3 shall be deemed to affect any\nrights (a) of stockholders to request inclusion of proposals in the\ncorporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or\n(b) of the holders of any series of Preferred Stock to elect directors pursuant\nto any applicable provisions of the Certificate of Incorporation.\n\n        SECTION 4.      LIST OF STOCKHOLDERS. At least ten days before each\nmeeting of stockholders, a complete list of the stockholders entitled to vote at\nsaid meeting, arranged in alphabetical order, with the address of and the number\nof voting shares registered in the name of each stockholder, shall be prepared\nby the officer or agent having charge of the stock transfer books. The Board of\nDirectors may fix in advance a record date for the purpose of determining\nstockholders entitled to notice of or to vote at a meeting of stockholders, such\nrecord date to be not less than ten nor more than sixty days prior to such\nmeeting. In the absence of any action by the Board of Directors, the close of\nbusiness on the date next preceding the day on which the notice is given shall\nbe the record date.\n\n        SECTION 5.      SPECIAL MEETINGS. Special meetings of the stockholders,\nfor any purpose or purposes, unless otherwise prescribed by the General\nCorporation Law of the State of Delaware (herein called the \"Act\"), or by the\nCertificate of Incorporation, may be called only by (i) the Chairman of the\nBoard, (ii) the President, or (iii) the Secretary, within twenty calendar days\nafter receipt of a written request of a majority of the total number of\ndirectors then in office. Business transacted at any special meeting shall be\nconfined to the purposes stated in the notice \n\n                                       4\n\n\nof the meeting.\n\n        SECTION 6.      NOTICE. Notice stating the place, day and hour of any\nmeeting of the stockholders and, in case of a special meeting, the purpose or\npurposes for which the meeting is called, shall be delivered not less than ten\nnor more than sixty days before the date of the meeting, either personally or by\nmail or other lawful means, by or at the direction of the Chairman of the Board,\nthe President, or the Secretary, to each stockholder of record entitled to vote\nat the meeting.\n\n        SECTION 7.      QUORUM. At all meetings of the stockholders, the\npresence in person or by proxy of the holders of a majority of the shares issued\nand outstanding and entitled to vote shall be necessary and sufficient to\nconstitute a quorum for the transaction of business except as otherwise provided\nby the Act, by the Certificate of Incorporation or by these Bylaws. If such\nquorum shall not be present or represented at any meeting of the stockholders,\nthe stockholders entitled to vote thereat, present in person or represented by\nproxy, shall have power to adjourn the meeting from time to time, without notice\nother than announcement at the meeting, until a quorum shall be present or\nrepresented. At such adjourned meeting at which a quorum shall be present or\nrepresented, any business may be transacted at the meeting as originally\nnotified.\n\n        SECTION 8.      VOTING. When a quorum is present at any meeting, the\nvote of the holders of a majority of the shares having voting power present in\nperson or represented by proxy at such meeting shall decide any question brought\nbefore such meeting, unless the question is one upon which, by express provision\nof the Act, of the Certificate of Incorporation, of these Bylaws or of the rules\nof any stock exchange or any other rule, in each case, applicable to the\ncorporation, a different vote is required, in which case such express provision\nshall govern and control the decision of such question. At all meetings of\nstockholders for the election of directors, a plurality of the votes cast shall\nbe sufficient to elect directors. The stockholders present in person or by proxy\nat a duly convened meeting at which a quorum initially is present may continue\nto transact business until the adjournment of such meeting, notwithstanding any\nwithdrawal of stockholders that results in a quorum ceasing to be present.\n\n        SECTION 9.      PROXY. Each outstanding share, regardless of class,\nshall be entitled to one vote on each matter submitted to a vote at a meeting of\nstockholders, except to the extent that the voting rights of the shares of any\nclass or series are limited, denied or otherwise varied by the Certificate of\nIncorporation. At any meeting of the stockholders, every stockholder having the\nright to vote shall be entitled to vote in person or by proxy, but no such proxy\nshall be voted after three years from its date unless it provides for a longer\nperiod. Another person may be authorized to act as proxy for a stockholder by an\ninstrument in writing subscribed by such stockholder or his or her duly\nauthorized attorney-in-fact or by any other means authorized under the Act as\nfrom time to time in effect. Any such proxy shall be filed with the Secretary\nprior to or at the time of the meeting.\n\n        A proxy shall be irrevocable if, and only as long as, it is coupled with\nan interest sufficient in law to support an irrevocable power. A proxy may be\nmade irrevocable regardless \n\n                                       5\n\n\nof whether the interest with which it is coupled is an interest in the stock\nitself or an interest in the corporation generally.\n\n        SECTION 10.     CONDUCT OF MEETINGS. The date and time of the opening\nand the closing of the polls for each matter upon which the stockholders will\nvote at a meeting shall be announced at the meeting by the person presiding over\nthe meeting. The Board of Directors may adopt by resolution such rules and\nregulations for the conduct of the meeting of stockholders as it shall deem\nappropriate. Except to the extent inconsistent with such rules and regulations\nas adopted by the Board of Directors, the person presiding over any meeting of\nstockholders shall have the right and authority to convene and to adjourn the\nmeeting, to prescribe such rules, regulations and procedures and to do all such\nacts as, in the judgment of such chairman, are appropriate for the proper\nconduct of the meeting. Such rules, regulations or procedures, whether adopted\nby the Board of Directors or prescribed by the presiding officer of the meeting,\nmay include, without limitation, the following: (i) the establishment of an\nagenda or order of business for the meeting; (ii) rules and procedures for\nmaintaining order at the meeting and the safety of those present; (iii)\nlimitations on attendance at or participation in the meeting to stockholders of\nrecord of the corporation, their duly authorized and constituted proxies or such\nother persons as the chairman of the meeting shall determine; (iv) restrictions\non entry to the meeting after the time fixed for the commencement thereof; and\n(v) limitations on the time allotted to questions or comments by participants.\nThe presiding officer at any meeting of stockholders, in addition to making any\nother determinations that may be appropriate to the conduct of the meeting,\nshall, if the facts warrant, determine and declare to the meeting that a matter\nor business was not properly brought before the meeting and if such presiding\nofficer should so determine, such person shall so declare to the meeting any\nsuch matter or business not properly brought before the meeting shall not be\ntransacted or considered. Unless and to the extent determined by the Board of\nDirectors or the person presiding over the meeting, meetings of stockholders\nshall not be required to be held in accordance with the rules of parliamentary\nprocedure.\n\n                                   ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n        SECTION 1.      BOARD OF DIRECTORS. The business and affairs of the\ncorporation shall be managed by or under the direction of its Board of\nDirectors, which may exercise all such powers of the corporation and do all such\nlawful acts and things as are not by the Act or by the Certificate of\nIncorporation or by these Bylaws directed or required to be exercised or done by\nthe stockholders.\n\n        SECTION 2.      NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to\nthe rights, if any, of the holders of any class or series of stock having a\npreference over the Common Stock as to dividends or upon liquidation to elect\nadditional directors under specified circumstances, newly created directorships\nresulting from any increase in the number of directors and any vacancies on the\nBoard of Directors resulting from death, resignation, disqualification, removal\nor other cause shall be filled solely by the affirmative vote of a majority of\nthe remaining directors then in office, even though less than a quorum of the\nBoard of Directors, by a sole \n\n                                       6\n\n\nremaining director, or, if there is no remaining director, by the stockholders.\nAny director elected in accordance with the preceding sentence shall hold office\nfor the remainder of the full term of the class of directors in which the new\ndirectorship was created or the vacancy occurred and until such director's\nsuccessor has been elected and qualified. No decrease in the number of directors\nconstituting the Board of directors may shorten the term of any incumbent\ndirector.\n\n        SECTION 3.      REMOVAL. Except as otherwise set forth in the\nCertificate of Incorporation and subject to the rights, if any, of the holders\nof any class or series of stock having a preference over the Common Stock as to\ndividends or upon liquidation in respect of the election of additional directors\nunder specified circumstances, any director may be removed from office by the\nstockholders only for cause and only in the manner provided in the Certificate\nof Incorporation.\n\n                                   ARTICLE IV\n\n                              MEETINGS OF THE BOARD\n\n        SECTION 1.      MEETINGS. The directors of the corporation may hold\ntheir meetings, both regular and special, at such times and places as are fixed\nfrom time to time by resolution of the Board of Directors.\n\n        SECTION 2.      ANNUAL MEETING. A meeting of the Board of Directors\nshall be held without further notice immediately following the annual meeting of\nstockholders, and at the same place, unless by unanimous consent of the\ndirectors then elected and serving, such time or place shall be changed.\n\n        SECTION 3.      REGULAR MEETINGS. Regular meetings of the Board of\nDirectors may be held without notice at such time and place as shall from time\nto time be determined by resolution of the Board of Directors.\n\n        SECTION 4.      SPECIAL MEETINGS. Special meetings of the Board of\nDirectors may be called by the Chairman of the Board, the President or by a\nmajority of the total number of directors then in office. The purpose of any\nspecial meeting shall be specified in the notice or any waiver of notice. Each\nnotice of a meeting of the Board of Directors may be delivered personally or by\ntelephone to a director not later than the day before the day on which the\nmeeting is to be held; sent to a director at his or her residence or usual place\nof business, or at any other place of which he or she shall have notified the\ncorporation, by telegram, telex, electronic mail, facsimile or other lawful\nmeans at least twenty-four hours before the time at which the meeting is to be\nheld; or posted to him or her at such place by prepaid first-class or air mail,\nas appropriate, at least three days before the day on which the meeting is to be\nheld. Notice of a meeting of the Board of Directors need not be given to any\ndirector who submits a waiver of notice, whether before or after the meeting, or\nwho attends the meeting without protesting, prior to or at its commencement,\nthat the meeting is not lawfully called or convened.\n\n        SECTION 5.      QUORUM. At all meetings of the Board of Directors, the\npresence of \n\n                                       7\n\n\na majority of the total number of directors then in office shall be necessary\nand sufficient to constitute a quorum for the transaction of business, so long\nas such number constitutes at least one third of the total number of\ndirectorships then existing, and the affirmative vote of at least a majority of\nthe directors present at any meeting at which there is a quorum shall be the act\nof the Board of Directors except as may be otherwise specifically provided by\nthe Act or by the Certificate of Incorporation or by these Bylaws. If a quorum\nshall not be present at any meeting of directors, the directors present thereat\nmay adjourn the meeting from time to time without notice other than announcement\nat the meeting, until a quorum shall be present.\n\n        SECTION 6.      EXECUTIVE COMMITTEE. The Board of Directors may\ndesignate an Executive Committee, to consist of one or more directors of the\ncorporation, one of whom shall be designated as chairman, who shall preside at\nall meetings of such committee. To the extent provided in the resolution of the\nBoard of Directors, the Executive Committee shall have and may exercise all of\nthe authority of the Board of Directors in the management of the business and\naffairs of the corporation, except where action of the Board of Directors as a\nwhole is expressly required by the Act or by the Certificate of Incorporation,\nand shall have power to authorize the seal of the corporation to be affixed to\nall papers which may require it. The Executive Committee shall keep regular\nminutes of its proceedings and report the same to the Board of Directors when\nrequired. Any member of the Executive Committee may be removed, with or without\ncause, by the affirmative vote of a majority of the total number of directors\nthen in office. If any vacancy or vacancies occur in the Executive Committee\ncaused by death, resignation, retirement, disqualification, removal or other\ncause, the vacancy shall be filled by the affirmative vote of a majority of the\ntotal number of directors then in office.\n\n        SECTION 7.      OTHER COMMITTEES. The Board of Directors may designate\nother committees, each committee to consist of one or more directors of the\ncorporation, which committees shall have such power and authority and shall\nperform such functions as may be provided in such resolution. Such committee or\ncommittees shall have such name or names as may be designated by the Board of\nDirectors and shall keep regular minutes of their proceedings and report the\nsame to the Board of Directors when required. In the absence or disqualification\nof a member of any committee, the member or members thereof present at any\nmeeting and not disqualified from voting, whether or not he or they constitute a\nquorum, may unanimously appoint another member of the Board of Directors to act\nat the meeting in place of any such absent or disqualified member.\n\n        SECTION 8.      ACTION BY CONSENT. Any action required or permitted to\nbe taken at any meeting of the Board of Directors, the Executive Committee or\nany other committee of the Board of Directors may be taken without such a\nmeeting if consented thereto in accordance with applicable law by all the\nmembers of the Board of Directors or the Executive Committee or such other\ncommittee, as the case may be.\n\n        SECTION 9.      COMPENSATION OF DIRECTORS. Directors, as such, shall not\nreceive any stated salary for their services, but may receive such compensation\nand reimbursements as may be determined from time to time by resolution of the\nBoard of Directors; provided that nothing herein contained shall be construed to\npreclude any director from serving the corporation \n\n                                       8\n\n\nin any other capacity and receiving compensation therefor.\n\n                                    ARTICLE V\n\n                               NOTICE OF MEETINGS\n\n        SECTION 1.      FORM OF NOTICE. Whenever notice is required to be given\nto any director or stockholder under the provisions of the Act or of the\nCertificate of Incorporation or of these Bylaws, and no provision is made as to\nhow such notice shall be given, it shall not be construed to mean personal\nnotice, but any such notice may be given by mail, postage prepaid, addressed to\nsuch director or stockholder at such address as appears on the books of the\ncorporation or by other lawful means. Any notice required or permitted to be\ngiven by mail shall be deemed to be given at the time when the same is deposited\nin the United States mail.\n\n        SECTION 2.      WAIVER. Whenever any notice is required to be given to\nany director or stockholder under the provisions of the Act or of the\nCertificate of Incorporation or of these Bylaws, a waiver thereof whether before\nor after the time stated in such notice, shall be deemed equivalent to the\ngiving of such notice.\n\n        SECTION 3.      TELEPHONE MEETINGS. Members of the Board of Directors or\nmembers of any committee designated by the Board of Directors may participate in\nand hold meetings of such Board of Directors or committee by means of conference\ntelephone or other communications equipment by means of which all persons\nparticipating in the meeting can hear each other.\n\n                                   ARTICLE VI\n\n                                    OFFICERS\n\n        SECTION 1.      IN GENERAL. The officers of the corporation shall be\nelected by the Board of Directors and shall consist of a Chairman of the Board,\na Chief Executive Officer, a President, a Vice President, a Secretary, a Chief\nFinancial Officer, and a Treasurer. The Board of Directors may also elect a Vice\nChairman of the Board, a Controller, additional Vice Presidents, Assistant Vice\nPresidents, and one or more Assistant Secretaries and Assistant Treasurers and\nsuch other officers as the Board of Directors may from time to time determine.\nAny two or more offices may be held by the same person.\n\n        SECTION 2.      ELECTION. Unless otherwise determined by the Board of\nDirectors, the officers of the corporation shall be elected by the Board of\nDirectors at the annual meeting of the Board of Directors. In the event of the\nfailure to elect officers at such annual meeting, officers may be elected at any\nregular or special meeting of the Board of Directors.\n\n        SECTION 3.      SALARIES. The salaries of all officers and agents of the\ncorporation shall be fixed by the Board of Directors or by the Executive\nCommittee or another committee, if so authorized by the Board of Directors;\nprovided that the Board of Directors may delegate to an \n\n                                       9\n\n\nofficer of the corporation the power to fix the compensation of other officers\nand agents.\n\n        SECTION 4.      TERM OF OFFICE AND REMOVAL. Each officer of the\ncorporation shall hold office until his or her death, or his or her resignation\nor removal from office, or the election or appointment and qualification of his\nor her successor, whichever shall first occur. Any officer or agent elected or\nappointed by the Board of Directors may be removed by the Board of Directors,\nwhenever in its judgment the best interests of the corporation will be served\nthereby. If the office of any officer becomes vacant for any reason, the vacancy\nmay be filled by the Board of Directors.\n\n        SECTION 5.      CHAIRMAN OF THE BOARD. The Chairman of the Board, if\nany, shall preside at all meetings of the Board of Directors at which he or she\nmay be present and shall perform such other duties as may be assigned to him or\nher by the Board of Directors.\n\n        SECTION 6.      VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the\nBoard, if any, shall have such powers and perform such duties as the Board of\nDirectors or the Executive Committee may from time to time prescribe or as the\nChairman of the Board may from time to time delegate to him. In the absence or\ndisability of the Chairman of the Board, the Vice Chairman of the Board shall\nperform the duties and exercise the powers of the Chairman of the Board.\n\n        SECTION 7.      CHIEF EXECUTIVE OFFICER. The Chief Executive Officer\nshall preside at all meetings of the stockholders and, in the absence of the\nChairman of the Board or Vice Chairman of the Board, if any, at all meetings of\nthe directors at which he is present, and, as the Chief Executive Officer shall\nhave general control, direction and supervision of the policies and operations\nof the corporation and shall see that all orders and resolutions of the Board of\nDirectors are carried out. He shall manage and administer the corporation's\nbusiness and affairs and shall perform all duties and exercise all powers\nusually pertaining to the office of a chief executive officer of a corporation.\nHe shall have the power and authority (a) to sign, in the name and on behalf of\nthe corporation, checks, orders, drafts, contracts, agreements, promissory\nnotes, deeds, leases, assignments, conveyances, applications, proxies, consents,\npowers of attorneys, and other documents and instruments in connection with the\nbusiness of the corporation; and (b) to vote and otherwise act on behalf of the\ncorporation, in person or by proxy, at any meeting of stockholders (or with\nrespect to any action of such stockholders) of any other corporation in which\nthe corporation may hold securities and otherwise to exercise any and all rights\nand powers which the corporation may possess by reason of its ownership of\nsecurities of any such other corporation. Subject to the powers of the Board of\nDirectors set forth in this Article VI, the Chief Executive Officer shall have\nthe authority to cause the employment or appointment of such employees and\nagents of the corporation as the conduct of the business of the corporation may\nrequire, to fix their compensation, and to remove or suspend any employee or\nagent elected or appointed by the Chief Executive Officer or the Board of\nDirectors. The Chief Executive Officer shall perform such other duties and have\nsuch other powers as the Board of Directors may from time to time prescribe.\n\n                                       10\n\n\n        SECTION 8.      PRESIDENT. The President shall be the chief operating\nofficer of the corporation and shall have all necessary power to discharge such\nresponsibility over the day-to-day affairs of the corporation, subject to the\npowers of supervision and control vested in the Chief Executive Officer, and in\ngeneral, shall have the authority to exercise the powers usually pertaining to\nthe office of president of a corporation, including, but not limited to, the\nsignatory powers vested in the Chief Executive Officer under these Bylaws,\nexcept as otherwise provided in these Bylaws. In the absence of the Chief\nExecutive Officer, the President shall perform all the duties and have all the\npowers of the Chief Executive Officer, subject to review and superseding action\nby the Board of Directors.\n\n        SECTION 9.      VICE PRESIDENTS. Each Vice President shall have such\npowers and perform such duties as the Board of Directors may from time to time\nprescribe, or as the Chief Executive Officer or the President may from time to\ntime delegate to him or her. In the absence or disability of the President, the\nduties of the President shall be performed, and his or her powers may be\nexercised, by the Vice President of most senior rank as fixed by the Board of\nDirectors, or if not ranked, by such Vice President as shall be designated by\nthe Board of Directors. Without limiting the generality or effect of the\nforegoing, each Vice President, if any, designated as an \"Executive Vice\nPresident\" shall have the signatory powers vested in the Chief Executive Officer\nunder these Bylaws, except as otherwise provided in these Bylaws.\n\n        SECTION 10.     SECRETARY. The Secretary shall attend all meetings of\nthe stockholders and record all votes and the minutes of all proceedings in a\nbook to be kept for that purpose. The Secretary shall perform like duties for\nthe Board of Directors and the Executive Committee when required. He or she\nshall give, or cause to be given, notice of all meetings of the stockholders and\nspecial meetings of the Board of Directors and shall perform such other duties\nas may be prescribed by the Board of Directors or by the Executive Committee. He\nor she shall keep in safe custody the seal of the corporation.\n\n        SECTION 11.     ASSISTANT SECRETARIES. Each Assistant Secretary shall\nhave such powers and perform such duties as the Board of Directors may from time\nto time prescribe. Unless otherwise provided by the Board of Directors, in the\nabsence or disability of the Secretary, any Assistant Secretary may perform the\nduties and exercise the powers of the Secretary.\n\n        SECTION 12.     CHIEF FINANCIAL OFFICER. The Chief Financial Officer of\nthe corporation shall have the following powers and duties:\n\n        (a)     He shall have custody of, and be responsible for, all moneys,\nsecurities, receipts and disbursements of the corporation, and shall keep or\ncause to be kept full and accurate records of all receipts of the corporation;\n\n        (b)     He shall cause the moneys and other valuable effects of the\ncorporation to be deposited in the name and to the credit of the corporation in\nsuch banks or trust companies or with such bankers or other depositaries as\nshall be selected by the Board of Directors;\n\n                                       11\n\n\n        (c)     He shall cause the moneys of the corporation to be disbursed by\nchecks or drafts upon the authorized depositaries of the corporation and cause\nto be taken and preserved proper vouchers for all moneys disbursed;\n\n        (d)     He shall render to the Board of Directors or the Chief Executive\nOfficer, whenever requested, a statement of all his transactions as Chief\nFinancial Officer, and shall render a full financial report at the annual\nmeeting of stockholders, if called upon to do so;\n\n        (e)     He shall be empowered from time to time to require from all\nofficers or agents of the corporation reports or statements giving such\ninformation as he may desire with respect to any and all financial transactions\nof the corporation;\n\n        (f)     He shall perform, in general, all duties incident to the office\nof Chief Financial Officer and such other duties as may be specified in these\nBylaws or as may be assigned to him by the Board of Directors, the Chief\nExecutive Officer, or the President; and\n\n        (g)     In the absence or disability of the Controller, the Chief\nFinancial Officer shall perform the duties and exercise the powers of the\nController.\n\n        SECTION 13.     TREASURER. The Treasurer of the corporation shall have\nthe following powers and duties:\n\n        (a)     He shall have primary responsibility, subject to the direction\nof the Chief Financial Officer, for establishing and maintaining credit\nfacilities and banking relationships for the corporation and pledging the credit\nof the corporation, and shall have authority, in the name and on behalf of the\ncorporation, to execute and deliver all necessary credit agreements, promissory\nnotes, indentures, certificates, statements, collateral filings and other\nsimilar documents and instruments relating to the corporation's credit\nfacilities and banking relationships;\n\n        (b)     He may sign (unless an Assistant Treasurer or the Secretary or\nany Assistant Secretary shall have signed) stock certificates of the corporation\nthe issuance of which shall have been authorized by the Board of Directors;\n\n        (c)     The Treasurer shall initiate periodic audits of the accounting\nrecords, methods and systems of the corporation; and\n\n        (d)     He shall perform, in general, all duties incident to the office\nof Treasurer, subject to the direction of the Chief Financial Officer, and such\nother duties as may be specified in these Bylaws or as may be assigned to him by\nthe Board of Directors or the Chief Financial Officer.\n\n        SECTION 14.     ASSISTANT TREASURERS. Each Assistant Treasurer shall\nhave such powers and perform such duties as the Board of Directors may from time\nto time prescribe. Unless otherwise provided by the Board of Directors, in the\nabsence or disability of the \n\n                                       12\n\n\nTreasurer, any Assistant Treasurer may perform and exercise the powers of the\nTreasurer.\n\n        SECTION 15.     CONTROLLER. The Controller shall be the chief accounting\nofficer of the corporation. The Controller shall keep full and accurate accounts\nof receipts and disbursements in books belonging to the corporation in\naccordance with accepted accounting methods and procedures. The Controller shall\nrender to the Board of Directors and the Chief Executive Officer, as and when\nrequired by them, or any of them, a statement of the financial condition of the\ncorporation.\n\n        SECTION 16.     BONDING. If required by the Board of Directors, all or\ncertain of the officers shall give the corporation a bond, in such form, in such\nsum, and with such surety or sureties as shall be satisfactory to the Board of\nDirectors, for the faithful performance of the duties of their office and for\nthe restoration to the corporation, in case of their death, resignation,\nretirement or removal from office, of all books, papers, vouchers, money and\nother property of whatever kind in their possession or under their control\nbelonging to the corporation.\n\n                                   ARTICLE VII\n\n                             CERTIFICATES OF SHARES\n\n        SECTION 1.      FORM OF CERTIFICATES. Certificates representing shares\nof stock of the corporation will be in such form as may be determined by the\nBoard of Directors, subject to applicable legal requirements. Such certificates\nshall be consecutively numbered and shall be entered in the stock book of the\ncorporation as they are issued. Each certificate shall state on the face thereof\nthe holder's name, the number, class of shares, and the par value of such shares\nor a statement that such shares are without par value. Each certificate shall be\nsigned by the Chairman of the Board or Vice Chairman of the Board, or the\nPresident, or an Executive Vice President and by the Treasurer or an Assistant\nTreasurer, or the Secretary or an Assistant Secretary, and may be sealed with\nthe seal of the corporation or a facsimile thereof. All signatures upon such\ncertificates may be facsimiles. In case any officer or officers who have signed,\nor whose facsimile signature or signatures have been used on such certificates,\nshall cease to be such officer or officers of the corporation, whether because\nof death, resignation or otherwise, before such certificates have been delivered\nby the corporation or its agents, such certificates may nevertheless be issued\nand delivered as though the person or persons who signed such certificates or\nwhose facsimile signature or signatures have been used thereon had not ceased to\nbe such officer or officers of the corporation.\n\n        SECTION 2.      LOST CERTIFICATES. The Secretary or any Assistant\nSecretary may direct that a new certificate be issued in place of any\ncertificate theretofore issued by the corporation alleged to have been lost,\nstolen or destroyed, upon the making of an affidavit of that fact satisfactory\nto the Secretary or such Assistant Secretary by the person claiming the\ncertificate to have been lost, stolen or destroyed, and the Secretary or such\nAssistant Secretary may require the owner of such lost, stolen or destroyed\ncertificate, or his or her legal representative, to give the corporation a bond,\nin such form, in such sum, and with such surety or sureties as the Secretary or\nsuch Assistant Secretary may approve as indemnity against any claim that may be\n\n                                       13\n\n\nmade against the corporation with respect to the certificate alleged to have\nbeen lost, stolen or destroyed.\n\n        SECTION 3.      TRANSFER OF SHARES. Shares of stock shall be\ntransferable only on the books of the corporation by the holder thereof in\nperson or by his or her duly authorized attorney, lawfully constituted in\nwriting.\n\n        SECTION 4.      REGISTERED STOCKHOLDERS. The corporation shall be\nentitled to treat the holder of record of any share or shares of stock as the\nholder in fact thereof and, accordingly, shall not be bound to recognize any\nequitable or other claim to or interest in such share or shares on the part of\nany other person, whether or not it shall have express or other notice thereof,\nexcept as otherwise provided by law.\n\n                                  ARTICLE VIII\n\n                               GENERAL PROVISIONS\n\n        SECTION 1.      DIVIDENDS. Dividends upon the outstanding shares of the\ncorporation, subject to the provisions of the Certificate of Incorporation, if\nany, may be declared by the Board of Directors at any regular or special\nmeeting. Dividends may be declared and paid in cash, in property, or in shares\nof the corporation, subject to the provisions of the Act and the Certificate of\nIncorporation. The Board of Directors may fix in advance a record date for the\npurpose of determining stockholders entitled to receive payment of any dividend,\nsuch record date to be not more than sixty days prior to the payment date of\nsuch dividend. In the absence of any action by the Board of Directors, the date\nupon which the Board of Directors adopts the resolution declaring such dividend\nshall be the record date.\n\n        SECTION 2.      RESERVES. There may be created by resolution of the\nBoard of Directors out of the net profits of the corporation such reserve or\nreserves as the directors from time to time, in their discretion, think proper\nto provide for contingencies, or to equalize dividends, or to repair or maintain\nany property of the corporation, or for such other purpose as the directors\nshall think beneficial to the corporation, and the directors may modify or\nabolish any such reserve in the manner in which it was created.\n\n        SECTION 3.      FISCAL YEAR. The fiscal year of the corporation shall be\nfixed by resolution of the Board of Directors.\n\n        SECTION 4.      SEAL. The corporation shall have a seal, and said seal\nmay be used by causing it or a facsimile thereof to be impressed or affixed or\nreproduced or otherwise. The Secretary or any Assistant Secretary of the\ncorporation shall have authority to affix the seal to any document requiring it.\n\n                                       14\n\n\n\n                                   ARTICLE IX\n\n                                    INDEMNITY\n\n        SECTION 1.      DAMAGES AND EXPENSES. Without limiting the generality or\neffect of Article IX of the Certificate of Incorporation, the corporation may to\nthe fullest extent permitted by applicable law as then in effect indemnify any\nperson (each, an \"Indemnitee\") who is or was or is threatened to be made to\nbecome involved in any manner (including without limitation as a party or a\nwitness) in any threatened, pending or completed investigation, claim, action,\nsuit or proceeding, whether of a civil, criminal, administrative or\ninvestigative nature (including without limitation any action, suit or\nproceeding by or in the right of the corporation to procure a judgment in its\nfavor) (each, a \"Proceeding\") by reason of the fact that such person is or was\nan employee or agent of the corporation, or, while an employee or agent of the\ncorporation, is or was serving at the request of the Board of Directors or an\nofficer of the corporation as a director, officer, employee or agent of another\ncorporation, partnership, joint venture, trust or other enterprise (whether or\nnot for profit) including service with respect to employee benefit plans,\nagainst any and all expenses (including attorneys' fees) actually and reasonably\nincurred by, and any and all judgments, liabilities, fines and penalties entered\nor assessed against, and any and all amounts reasonably paid or payable in\nsettlement by, such person in connection with such Proceeding.\n\n        The corporation may pay the expenses (including attorneys' fees)\nincurred by a Indemnitee in defending any Proceeding in advance of its final\ndisposition, PROVIDED, HOWEVER, that, to the extent required by law, such\npayment of expenses in advance of the final disposition of the Proceeding may be\nmade only upon receipt of an undertaking by the Indemnitee to repay all amounts\nadvanced if it should be ultimately determined that the Indemnitee is not\nentitled to be indemnified hereunder or otherwise.\n\n        The indemnification and advancement of expenses provided by, or granted\npursuant to, this Article IX shall not be exclusive of any other rights to which\nany person seeking indemnification may otherwise be entitled.\n\n        The rights to indemnification and advancement of expenses provided by,\nor granted pursuant to, this Article IX shall continue as to a person who has\nceased to be a director, officer, employee or agent of the corporation or any\nother enterprise and shall inure to the benefit of the heirs, executors,\nadministrators and estate of such person.\n\n        In addition to the mandatory indemnification of directors and officers\nof the corporation provided by the Certificate of Incorporation, the corporation\nmay, if and to the extent authorized by the Board of Directors and permitted by\nthe Act, indemnify any person or entity against any liability whatsoever.\n\n        SECTION 2.      INSURANCE, CONTRACTS AND FUNDING. The corporation may\npurchase and maintain insurance to protect itself or any Indemnitee or other\nperson against any expenses, judgments, fines and amounts paid in settlement or\nincurred by any Indemnitee or other person in \n\n                                       15\n\n\nconnection with any Proceeding referred to in this Article IX or otherwise, to\nthe fullest extent permitted by applicable law as then in effect. The\ncorporation may enter into contracts with any person entitled to indemnification\nunder this Article IX or otherwise, and may create a trust fund, grant a\nsecurity interest, or use other means (including without limitation procuring\none or more letters of credit) to ensure the payment of such amounts as may be\nnecessary to effect indemnification as provided in this Article IX.\n\n                                    ARTICLE X\n\n                                   AMENDMENTS\n\n         SECTION 1.     BY STOCKHOLDERS. Except as otherwise provided by law or\nby the Certificate of Incorporation or these Bylaws, these Bylaws may be amended\nor repealed by the affirmative vote of the holders of at least a majority of the\nvoting power of all shares of the corporation entitled to vote thereon, at any\nregular or special meeting of the stockholders, duly convened after notice to\nthe stockholders of that purpose.\n\n         SECTION 2.     BY THE BOARD OF DIRECTORS. Except as otherwise provided\nby law or by the Certificate of Incorporation or these Bylaws, these Bylaws may\nalso be amended or repealed by the Board of Directors by the vote of a majority\nof directors.\n\n\n\n\n                                       16\n\n\n\n                            CERTIFICATE OF SECRETARY\n\n         I, Rita Rubinstein, do hereby certify:\n\n         1.     That I am the duly elected and acting Secretary of Heuristic\nPhysics Laboratory, Inc., a Delaware corporation.\n\n         2.     That the foregoing Bylaws, comprised of 16 pages, constitute the\nBylaws of said corporation as duly adopted by the sole incorporator of the\nCorporation on August 10, 2000.\n\n         IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of\nAugust, 2000.\n\n\n\n\n                                               \/s\/ RITA RUBINSTEIN\n                                               ---------------------------------\n                                               Rita Rubinstein, Secretary\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7802],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9574],"class_list":["post-41528","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","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\/41528","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=41528"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41528"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41528"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41528"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}