{"id":41539,"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-loislaw-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-loislaw-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-loislaw-com-inc.html","title":{"rendered":"Bylaws &#8211; Loislaw.com Inc."},"content":{"rendered":"<pre>\n\n                                     BYLAWS\n\n                                       OF\n\n                               LOISLAW.COM, INC.\n\n\n                                   ARTICLE I\n\n                               CORPORATE OFFICES\n\n     Section 1.1    Registered Office.  The address of the Corporation's\n                    -----------------                                   \nregistered office in the State of Delaware is Corporation Trust Center, 1209\nOrange Street, in the City of Wilmington County of New Castle Center 19801.  The\nname of its registered agent at such address is the Corporation Trust Company.\n\n     Section 1.2    Other Offices.   The Board of Directors may at any time\n                    -------------                                          \nestablish other offices at any place or places where the Corporation is\nqualified to do business.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n     Section 2.1    Place of Meetings.   Meetings of stockholders shall be held\n                    -----------------                                          \nat any place, within or outside the State of Delaware, designated by the Board\nof Directors.  In the absence of any such designation, stockholders' meetings\nshall be held at the registered office of the Corporation.\n\n     Section 2.2    Annual Meeting.\n                    -------------- \n\n          (a)       The annual meeting of stockholders shall be held each year\non a date and at a time designated by the Board of Directors. At the meeting,\ndirectors shall be elected and any other proper business may be transacted.\n\n          (b)       For nominations of persons for election to the Board of\nDirectors of the Corporation and the proposal of business to be transacted by\nthe stockholders may be made at an annual meeting of stockholders (i) pursuant\nto the Corporation's notice with respect to such meeting, (ii) by or at the\ndirection of the Board of Directors or (iii) by any stockholder of the\nCorporation who was a stockholder of record at the time of giving of the notice\nprovided for in this Section 2.2, who is entitled to vote at the meeting and who\nhas complied with the notice procedures set forth in this Section 2.2.\n\n          (c)       Nominations of persons for election as directors of the\nCorporation or other business to be properly brought before an annual meeting by\na stockholder pursuant to clause (iii) of paragraph (b) of this Section 2.2, the\nstockholder must have given timely notice thereof in writing to the secretary of\nthe Corporation and such business must be a proper matter for stockholder action\nunder the Delaware General Corporation Law.  To be timely, a stockholder's\nnotice shall be delivered to the secretary at the principal executive offices of\nthe Corporation not less than 30 days nor more than 90 days prior to the first\nanniversary of the preceding year's annual meeting of stockholders; provided,\nhowever, that in the event that the date of the annual meeting is more than \n\n \n30 days prior to or more than 60 days after such anniversary date, notice by the\nstockholder to be timely must be so delivered not earlier than the 90th day\nprior to such annual meeting and not later than the close of business on the\nlater of the 20th day prior to such annual meeting or the 10th day following the\nday on which public announcement of the date of such meeting is first made. Such\nstockholder's notice shall set forth (i) as to each person whom the stockholder\nproposes to nominate for election or re-election as a director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the 'Exchange Act') (including such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a director if elected); (ii)\nas to any other business that the stockholder proposes to bring before the\nmeeting, a brief description of such business, the reasons for conducting such\nbusiness at the meeting and any material interest in such business of such\nstockholder and the beneficial owner, if any, on whose behalf the proposal is\nmade; and (iii) as to the stockholder giving the notice and the beneficial\nowner, if any, on whose behalf the nomination or proposal is made:\n\n                    (A)   The name and address of such stockholder, as they\nappear on the Corporation's books, and of such beneficial owner; and\n\n                    (B)   The class and number of shares of capital stock of the\nCorporation that are owned beneficially and of record by such stockholder and\nsuch beneficial owner.\n\n          (d)       Only such business shall be conducted at an annual meeting\nof stockholders as shall have been brought before the meeting in accordance with\nthe procedures set forth in this Section 2.2. The chairman of the meeting shall\ndetermine whether a nomination or any business proposed to be transacted by the\nstockholders has been properly brought before the meeting and, if any proposed\nnomination or business has not been properly brought before the meeting, the\nchairman shall declare that such proposed business or nomination shall not be\npresented for stockholder action at the meeting.\n\n          (e)       For purposes of this Section 2.2, 'public announcement'\nshall mean disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or a comparable national news service or the filing of\ninformation with the Securities and Exchange Commission via the EDGAR filing\nsystem.\n\n          (f)       Nothing in this Section 2.2 shall be deemed to affect any\nrights of stockholders to request inclusion of proposals in the Corporation's\nproxy statement pursuant to Rule 14a-8 (or any successor rule) promulgated under\nthe Exchange Act.\n\n     Section 2.3    Special Meeting.\n                    --------------- \n\n          (a)       A special meeting of the stockholders may be called at any\ntime by the Board of Directors, the chairman of the board, the president or the\nholders of a majority of the outstanding shares of capital stock entitled to\nvote on such matters properly coming before a special meeting of the\nstockholders of the Corporation.\n\n          (b)       Nominations of persons for election to the Board of\nDirectors may be made at a special meeting of stockholders at which directors\nare to be elected pursuant to such notice of \n\n                                       2\n\n \nmeeting (i) by or at the direction of the Board of Directors or (ii) by any\nstockholder of the Corporation who is a stockholder of record at the time of\ngiving of notice provided for in Section 2.5, who shall be entitled to vote at\nthe meeting and who complies with the notice procedures set forth in Section \n2.5.\n\n     Section 2.4    Notice of Stockholder's Meetings; Affidavit of Notice.\n                    ----------------------------------------------------- \n\n          (a)       All notices of meetings of stockholders shall be in writing\nand shall be sent or otherwise given in accordance with this Section 2.4 of\nthese Bylaws not less than 10 nor more than 60 days before the date of the\nmeeting to each stockholder entitled to vote at such meeting (or such longer or\nshorter time as is required by Section 2.5 of these Bylaws, if applicable). The\nnotice shall specify the place, date, and hour of the meeting, and, in the case\nof a special meeting, the purpose or purposes for which the meeting is called.\n\n          (b)       Written notice of any meeting of stockholders, if mailed, is\ngiven when deposited in the United States mail, postage prepaid, directed to the\nstockholder at his or her address as it appears on the records of the\nCorporation. An affidavit of the secretary or an assistant secretary or of the\ntransfer agent of the Corporation that the notice has been given shall, in the\nabsence of fraud, be prima facie evidence of the facts stated therein.\n\n     Section 2.5    Quorum.  The holders of a majority of the stock issued and\n                    ------                                                    \noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business except as otherwise provided by statute or by the\nCertificate of Incorporation.  If, however, such quorum is not present or\nrepresented at any meeting of the stockholders, then either (a) the chairman of\nthe meeting or (b) a majority of the stockholders entitled to vote thereat,\npresent in person or represented by proxy, shall have power to adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum is present or represented.  At such adjourned meeting at\nwhich a quorum is present or represented, any business may be transacted that\nmight have been transacted at the meeting as originally noticed.  If the\nadjournment is for more than 30 days, or if after the adjournment a new record\ndate is fixed for the adjourned meeting, a notice of the adjourned meeting shall\nbe given to each stockholder of record entitled to vote at the meeting.\n\n     Section 2.6    Conduct of Business.  The chairman of any meeting of\n                    -------------------                                 \nstockholders shall determine the order of business and the procedure at the\nmeeting, including the manner of voting and the conduct of business.\n\n     Section 2.7    Voting.  The stockholders entitled to vote at any meeting of\n                    ------                                                      \nstockholders shall be determined in accordance with the provisions of Section\n2.9 of these Bylaws, subject to the provisions of Sections 217 and 218 of the\nDelaware General Corporation Law (relating to voting rights of fiduciaries,\npledgors and joint owners of stock and to voting trusts and other voting\nagreements).  Except as may be otherwise provided in the Certificate of\nIncorporation, each stockholder shall be entitled to one vote for each share of\ncapital stock held by such stockholder.\n\n     Section 2.8    Waiver of Notice.  Whenever notice is required to be given\n                    ----------------                                          \nunder any provision of the Delaware General Corporation Law or of the\nCertificate of Incorporation or these Bylaws, a written waiver thereof, signed\nby the person entitled to notice, whether before or after the \n\n                                       3\n\n \ntime stated therein, shall be deemed equivalent to notice. Attendance of a\nperson at a meeting shall constitute a waiver of notice of such meeting, except\nwhen the person attends a meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business because the meeting\nis not lawfully called or convened. Neither the business to be transacted at,\nnor the purpose of, any regular or special meeting of the stockholders need be\nspecified in any written waiver of notice unless so required by the Certificate\nof Incorporation or these Bylaws.\n\n     Section 2.9    Record Date for Stockholder Notice.  In order that the\n                    ----------------------------------                    \nCorporation may determine the stockholders entitled to notice of or to vote at\nany meeting of stockholders or any adjournment thereof or entitled to receive\npayment of any dividend or other distribution or allotment of any rights, or\nentitled to exercise any rights in respect of any change, conversion or exchange\nof stock or for the purpose of any other lawful action, the Board of Directors\nmay fix, in advance, a record date, which shall not be more than 60 nor less\nthan 10 days before the date of such meeting, nor more than 60 days prior to any\nother action.  If the Board of Directors does not so fix a record date:\n\n          (a)       The record date for determining stockholders entitled to\nnotice of or to vote at a meeting of stockholders shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if\nnotice is waived, at the close of business on the day next preceding the day on\nwhich the meeting is held.\n\n          (b)       The record date for determining stockholders for any other\npurpose shall be at the close of business on the day on which the Board of\nDirectors adopts the resolution relating thereto. A determination of\nstockholders of record entitled to notice of or to vote at a meeting of\nstockholders shall apply to any adjournment of the meeting; provided, however,\nthat the Board of Directors may fix a new record date for the adjourned meeting.\n\n     Section 2.10   Proxies.  Each stockholder entitled to vote at a meeting of\n                    -------                                                    \nstockholders may authorize another person or persons to act for such stockholder\nby a written proxy, signed by the stockholder and filed with the secretary of\nthe Corporation, but no such proxy shall be voted or acted upon after three\nyears from its date, unless the proxy provides for a longer period.  A proxy\nshall be deemed signed if the stockholder's name is placed on the proxy (whether\nby manual signature, typewriting, telegraphic transmission or otherwise) by the\nstockholder or the stockholder's attorney-in-fact.  The revocability of a proxy\nthat states on its face that it is irrevocable shall be governed by the\nprovisions of Section 212(e) of the Delaware General Corporation Law.\n\n     Section 2.11   Stockholder Action by Unanimous Written Consent without a\n                    ---------------------------------------------------------\nMeeting. Unless otherwise restricted by the Certificate of Incorporation or\n-------                                                                    \nthese Bylaws, any action required or permitted to be taken at any meeting of the\nstockholders of the Corporation may be taken without a meeting if holders of all\nthe shares of capital stock entitled to vote thereon consent thereto in writing.\nWritten consents representing actions taken by the stockholders of the\nCorporation may be executed by telex, telecopy or other facsimile transmission,\nand such facsimile shall be valid and binding to the same extent as if it were\nan original.\n\n                                       4\n\n \n                                  ARTICLE III\n\n                                   DIRECTORS\n\n     Section 3.1    Powers.  Subject to the provisions of the Delaware General\n                    ------                                                    \nCorporation Law and any limitations in the Certificate of Incorporation or these\nBylaws relating to action required to be approved by the stockholders, the\nbusiness and affairs of the Corporation shall be managed and all corporate\npowers shall be exercised by or under the direction of the Board of Directors.\n\n     Section 3.2    Number of Directors.  The number of directors constituting\n                    -------------------                                       \nthe initial Board of Directors shall be as set forth in the Certificate of\nIncorporation.  Subject to the limitations contained in the Certificate of\nIncorporation, the number of directors of the Corporation shall be fixed from\ntime to time by resolution adopted by a vote of a majority of the entire Board\nof Directors, provided that the number so fixed shall not be less than four nor\nmore than 15.\n\n     Section 3.3    Election, Qualification and Term of Office of Directors.\n                    -------------------------------------------------------  \nSubject to the provisions of Article V of the Certificate of Incorporation\nconcerning a classified board of directors and except as provided in Section 3.4\nof these Bylaws, the successors of the class of directors whose term expires at\nthat annual meeting of stockholders shall be elected to hold office until the\nannual meeting of stockholders held in the third year following the year of\ntheir election.  Directors need not be stockholders unless so required by the\nCertificate of Incorporation, wherein other qualifications for directors may be\nprescribed.  Each director, including a director elected to fill a vacancy,\nshall hold office until his or her successor is elected and qualified or until\nhis or her earlier resignation or removal.  Elections of directors need not be\nby written ballot.\n\n     Section 3.4    Resignation and Vacancies.  Any director may resign at any\n                    -------------------------                                 \ntime upon written notice to the attention of the secretary of the Corporation.\nWhen one or more directors so resign and the resignation is effective at a\nfuture date, a majority of the directors then in office, including those who\nhave so resigned, shall have the sole power to fill such vacancy or vacancies,\nthe vote thereon to take effect when such resignation or resignations shall\nbecome effective.  Subject to the rights of holders of capital stock of the\nCorporation pursuant to any valid and binding agreement, any vacancy occurring\non the Board of Directors created by reason of newly created directorships\nresulting from the issuance of any class or series of capital stock of the\nCorporation or newly created directorships resulting from any increase in the\nnumber of directors and any vacancy occurring on the Board of Directors\nresulting from death, resignation, removal or other cause shall be filled solely\nby the affirmative vote of a majority of the remaining directors then in office,\neven though less than a quorum of the Board of Directors, or by a sole remaining\ndirector.  Any such director elected to fill a vacancy on the Board of Directors\nshall hold such office for the remainder of the full term of the class of\ndirectors in which the new directorship was created or the vacancy occurred and\nuntil such director's successor shall have been elected and qualified.\n\n     Unless otherwise provided in the Certificate of Incorporation or these\nBylaws, whenever any holders of a class or series of capital stock of the\nCorporation have the right to elect one or more directors pursuant to the\nCertificate of Incorporation or the provisions of any valid and binding\nagreement, vacancies in directorships to which such right relates may be filled\nby a majority of the directors elected by the holders of such class or classes\nor series then in office, or by a sole remaining director so elected.\n\n     If at any time, by reason of death or resignation or other cause, the\nCorporation should have no directors in office, then any officer or any\nstockholder or an executor, administrator, trustee or\n\n                                       5\n\n \nguardian of a stockholder, or other fiduciary entrusted with like responsibility\nfor the person or estate of a stockholder, may call a special meeting of\nstockholders in accordance with the provisions of the Certificate of\nIncorporation or these Bylaws, or may apply to the Court of Chancery for a\ndecree summarily ordering an election as provided in Section 211 of the Delaware\nGeneral Corporation Law.\n\n     Section 3.5    Place of Meetings; Meetings by Telephone.\n                    ---------------------------------------- \n\n     (a)  The Board of Directors of the Corporation may hold meetings, both\nregular and special, either within or outside the State of Delaware.\n\n     (b)  Unless otherwise restricted by the Certificate of Incorporation or\nthese Bylaws, members of the Board of Directors, or any committee designated by\nthe Board of Directors, may participate in a meeting of the Board of Directors,\nor any committee, by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and such participation in a meeting shall constitute presence in\nperson at the meeting.\n\n     Section 3.6    Regular Meetings.  Regular meetings of the Board of\n                    ----------------                                   \nDirectors may be held without notice at such time and at such place as shall\nfrom time to time be determined by the Board of Directors.\n\n     Section 3.7    Special Meetings; Notice.\n                    ------------------------ \n\n     (a)  Special meetings of the Board of Directors for any purpose or purposes\nmay be called at any time by the chairman of the board, the president or any two\ndirectors.\n\n     (b)  Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at that director's address\nas it is shown on the records of the Corporation.  If the notice is mailed, it\nshall be deposited in the United States mail at least four days before the time\nof the holding of the meeting.  If the notice is delivered personally or by\ntelephone or by telegram, it shall be delivered personally or by telephone or to\nthe telegraph company at least 24 hours before the time of the holding of the\nmeeting.  Any oral notice given personally or by telephone may be communicated\neither to the director or to a person at the office of the director who the\nperson giving the notice has reason to believe will promptly communicate it to\nthe director.  The notice need not specify the purpose or the place of the\nmeeting, if the meeting is to be held at the principal executive office of the\nCorporation.\n\n     Section 3.8    Quorum.  At all meetings of the Board of Directors, a\n                    ------                                               \nmajority of the authorized number of directors shall constitute a quorum for the\ntransaction of business and the act of a majority of the directors present at\nany meeting at which there is a quorum shall be the act of the Board of\nDirectors, except as may be otherwise specifically provided by statute or by the\nCertificate of Incorporation.  If a quorum is not present at any meeting of the\nBoard of Directors, then the directors present thereat may adjourn the meeting\nfrom time to time, without notice other than announcement at the meeting, until\na quorum is present.\n\n                                       6\n\n \n     A meeting at which a quorum is initially present may continue to transact\nbusiness notwithstanding the withdrawal of directors, if any action taken is\napproved by at least a majority of the required quorum for that meeting.\n\n     Section 3.9    Waiver of Notice.  Whenever notice is required to be given\n                    ----------------                                          \nunder any provision of the Delaware General Corporation Law or of the\nCertificate of Incorporation or these Bylaws, a written waiver thereof, signed\nby 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 of objecting, at the beginning\nof the meeting, to the transaction of any business because the meeting is not\nlawfully called or convened.  Neither the business to be transacted at, nor the\npurpose of, any regular or special meeting of the directors, or members of a\ncommittee of directors, need be specified in any written waiver of notice unless\nso required by the Certificate of Incorporation or these Bylaws.\n\n     Section 3.10   Board Action by Written Consent without a Meeting.  Unless\n                    -------------------------------------------------         \notherwise restricted by the Certificate of Incorporation or these Bylaws, any\naction required or permitted to be taken at any meeting of the Board of\nDirectors, or of any committee thereof, may be taken without a meeting if all\nmembers of the Board of Directors or committee, as the case may be, consent\nthereto in writing and the writing or writings are filed with the minutes of\nproceedings of the Board of Directors or committee.  Written consents\nrepresenting actions taken by the board or committee may be executed by telex,\ntelecopy or other facsimile transmission, and such facsimile shall be valid and\nbinding to the same extent as if it were an original.\n\n     Section 3.11   Fees and Compensation of Directors.  Unless otherwise\n                    ----------------------------------                   \nrestricted by the Certificate of Incorporation or these Bylaws, the Board of\nDirectors shall have the authority to fix the compensation of directors and no\nsuch compensation shall preclude any director from serving the Corporation in\nany other capacity and receiving compensation therefor.\n\n     Section 3.12   Approval of Loans to Officers.  The Corporation may lend\n                    -----------------------------                           \nmoney to, or guarantee any obligation of, or otherwise assist any officer or\nother employee of the Corporation or of its subsidiary, including any officer or\nemployee who is a director of the Corporation or its subsidiary, whenever, in\nthe judgment of the directors, such loan, guaranty or assistance may reasonably\nbe expected to benefit the Corporation.  The loan, guaranty or other assistance\nmay be with or without interest and may be unsecured, or secured in such manner\nas the Board of Directors shall approve, including, without limitation, a pledge\nof shares of stock of the Corporation.  Nothing contained in this Section 3.12\nshall be deemed to deny, limit or restrict the powers of guaranty or warranty of\nthe Corporation at common law or under any statute.\n\n     Section 3.13   Removal of Directors.  Subject to provisions of the Delaware\n                    --------------------                                        \nGeneral Corporation Law and the rights of the holders of any shares of capital\nstock of the Corporation, any director may be removed from office only for cause\nand only by the affirmative vote of the holders of a majority of the combined\nvoting power of the then outstanding shares of voting capital stock of the\nCorporation, voting together as a single class.  For purposes of this Section\n3.13, 'cause' shall mean the willful and continuous failure of a director\nsubstantially to perform such director's duties to the Corporation (other than\nany such failure resulting from incapacity due to physical or mental \n\n                                       7\n\n \nillness) or the willful engaging by a director in gross misconduct materially\nand demonstrably injurious to the Corporation.\n\n     Section 3.14   Chairman of the Board of Directors.  The Corporation may\n                    ----------------------------------                      \nalso have, at the discretion of the Board of Directors, a chairman of the Board\nof Directors who shall not be considered an officer of the Corporation.\n\n                                   ARTICLE IV\n\n                                   COMMITTEES\n\n     Section 4.1    Committees of Directors.  The Board of Directors may, by\n                    -----------------------                                 \nresolution passed by a majority of the whole Board of Directors, designate one\nor more committees, with each committee to consist of one or more of the\ndirectors of the Corporation.  The Board of Directors may designate one or more\ndirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee.  In the absence or\ndisqualification of a member of a committee, the member or members thereof\npresent at any meeting and not disqualified from voting, whether or not such\nmember or members constitute a quorum, may unanimously appoint another member of\nthe Board of Directors to act at the meeting in the place of any such absent or\ndisqualified member.  Any such committee, to the extent provided in the\nresolution of the Board of Directors or in the Bylaws of the Corporation, shall\nhave and may exercise all the powers and authority of the Board of Directors in\nthe management of the business and affairs of the Corporation, and may authorize\nthe seal of the Corporation to be affixed to all papers that may require it; but\nno such committee shall have the power or authority to (a) amend the Certificate\nof Incorporation (except that committee may, to the extent authorized in the\nresolution or resolutions providing for the issuance of shares of stock adopted\nby the Board of Directors as provided in Section 151(a) of the Delaware General\nCorporation Law, fix the designations and any of the preferences or rights of\nsuch shares relating to dividends, redemption, dissolution, any distribution of\nassets of the Corporation or the conversion into, or the exchange of such shares\nfor, shares of any other class or classes or any other series of the same or any\nother class or classes of stock of the Corporation or fix the number of shares\nof any series of stock or authorize the increase or decrease of the shares of\nany series), (b) adopt an agreement of merger or consolidation under Sections\n251, 252, 254, 255, 256, 257, 258, 263 or 264 of the Delaware General\nCorporation Law, (c) recommend to the stockholders the sale, lease or exchange\nof all or substantially all of the Corporation's property and assets, (d)\nrecommend to the stockholders a dissolution of the Corporation or a revocation\nof a dissolution, or (e) amend the Bylaws of the Corporation; and, unless the\nBoard resolution establishing the committee, the Bylaws or the Certificate of\nIncorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend, to authorize the issuance of stock, or to adopt\na certificate of ownership and merger pursuant to Section 253 of the Delaware\nGeneral Corporation Law.\n\n     Section 4.2    Committee Minutes.  Each committee shall keep regular\n                    -----------------                                    \nminutes of its meetings and report the same to the Board of Directors when\nrequired.\n\n     Section 4.3    Meetings and Action of Committees.  Meetings and actions of\n                    ---------------------------------                          \ncommittees shall be governed by, and held and taken in accordance with, the\nprovisions of Section 3.5 (place of meetings and meetings by telephone), Section\n3.6 (regular meetings), Section 3.7 (special meetings \n\n                                       8\n\n \nand notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), and Section\n3.10 (action without a meeting) of these Bylaws, with such changes in the\ncontext of such provisions as are necessary to substitute the committee and its\nmembers for the Board of Directors and its members; provided, however, that the\ntime of regular meetings of committees may be determined either by resolution of\nthe Board of Directors or by resolution of the committee, that special meetings\nof committees may also be called by resolution of the Board of Directors and\nthat notice of special meetings of committees shall also be given to all\nalternate members, who shall have the right to attend all meetings of the\ncommittee. The Board of Directors may adopt rules for the governance of any\ncommittee not inconsistent with the provisions of these Bylaws.\n\n                                   ARTICLE V\n\n                                   OFFICERS\n\n     Section 5.1    Officers.  The officers of the Corporation shall be a chief\n                    --------                                                   \nexecutive officer, a president, a secretary, and a chief financial officer.  The\nCorporation may also have, at the discretion of the Board of Directors, one or\nmore vice presidents, one or more assistant secretaries, one or more assistant\ntreasurers, and any such other officers as may be appointed in accordance with\nthe provisions of Section 5.3 of these Bylaws.  Any number of offices may be\nheld by the same person.\n\n     Section 5.2    Appointment of Officers.  The officers of the Corporation,\n                    -----------------------                                   \nexcept such officers as may be appointed in accordance with the provisions of\nSections 5.3 or 5.5 of these Bylaws, shall be elected by the Board of Directors,\nsubject to the rights, if any, of an officer under any contract of employment.\n\n     Section 5.3    Subordinate Officers.  The Board of Directors may appoint,\n                    --------------------                                      \nor empower the chief executive officer or the president to appoint, such other\nofficers and agents as the business of the Corporation may require, each of whom\nshall hold office for such period, have such authority, and perform such duties\nas are provided in these Bylaws or as the Board of Directors may from time to\ntime determine.\n\n     Section 5.4    Removal and Resignation of Officers.  Subject to the rights,\n                    -----------------------------------                         \nif any, of an officer under any contract of employment, any officer may be\nremoved, either with or without cause, by an affirmative vote of the majority of\nthe Board of Directors at any regular or special meeting of the Board of\nDirectors or, except in the case of an officer chosen by the Board of Directors,\nby any officer upon whom such power of removal may be conferred by the Board of\nDirectors.\n\n     Any officer may resign at any time by giving written notice to the\nattention of the secretary of the Corporation.  Any resignation shall take\neffect at the date of the receipt of that notice or at any later time specified\nin that notice; and, unless otherwise specified in that notice, the acceptance\nof the resignation shall not be necessary to make it effective.  Any resignation\nis without prejudice to the rights, if any, of the Corporation under any\ncontract to which the officer is a party.\n\n     Section 5.5    Vacancies in Offices.  Any vacancy occurring in any office\n                    --------------------                                      \nof the Corporation shall be filled by the Board of Directors.\n\n                                       9\n\n \n     Section 5.6    Chief Executive Officer.  Subject to such supervisory\n                    -----------------------                              \npowers, if any, as may be given by the Board of Directors to the chairman of the\nboard, if any, the chief executive officer of the Corporation shall, subject to\nthe control of the Board of Directors, have general supervision, direction, and\ncontrol of the business and the officers of the Corporation.  He or she shall\npreside at all meetings of the stockholders and, in the absence or nonexistence\nof a chairman of the board, at all meetings of the Board of Directors and shall\nhave the general powers and duties of management usually vested in the office of\nchief executive officer of a corporation and shall have such other powers and\nduties as may be prescribed by the Board of Directors or these Bylaws.\n\n     Section 5.7    President.  Subject to such supervisory powers, if any, as\n                    ---------                                                 \nmay be given by the Board of Directors to the chairman of the board (if any) or\nthe chief executive officer, the president shall have general supervision,\ndirection, and control of the business and other officers of the Corporation.\nHe or she shall have the general powers and duties of management usually vested\nin the office of the chief operating officer of a corporation and such other\npowers and duties as may be prescribed by the Board of Directors or these\nBylaws.\n\n     Section 5.8    Vice Presidents.  In the absence or disability of the chief\n                    ---------------                                            \nexecutive officer and president, the vice presidents, if any, in order of their\nrank as fixed by the Board of Directors or, if not ranked, a vice president\ndesignated by the Board of Directors, shall perform all the duties of the\npresident and when so acting shall have all the powers of, and be subject to all\nthe restrictions upon, the president.  The vice presidents shall have such other\npowers and perform such other duties as from time to time may be prescribed for\nthem respectively by the Board of Directors, these Bylaws, the chief executive\nofficer, the president or the chairman of the board.\n\n     Section 5.9    Secretary.  The secretary shall keep or cause to be kept, at\n                    ---------                                                   \nthe principal executive office of the Corporation or such other place as the\nBoard of  Directors may direct, a book of minutes of all meetings and actions of\ndirectors, committees of directors, and stockholders.  The minutes shall show\nthe time and place of each meeting, the names of those present at directors'\nmeetings or committee meetings, the number of shares present or represented at\nstockholders' meetings, and the proceedings thereof.\n\n     The secretary shall keep, or cause to be kept, at the principal executive\noffice of the Corporation or at the office of the Corporation's transfer agent\nor registrar, as determined by resolution of the Board of Directors, a share\nregister, or a duplicate share register, showing the names of all stockholders\nand their addresses, the number and classes of shares held by each, the number\nand date of certificates evidencing such shares, and the number and date of\ncancellation of every certificate surrendered for cancellation.\n\n     The secretary shall give, or cause to be given, notice of all meetings of\nthe stockholders and of the Board of Directors required to be given by law or by\nthese Bylaws.  He or she shall keep the seal of the Corporation, if one be\nadopted, in safe custody and shall have such other powers and perform such other\nduties as may be prescribed by the Board of Directors or by these Bylaws.\n\n     Section 5.10   Chief Financial Officer.  The chief financial officer shall\n                    -----------------------                                    \nkeep and maintain, or cause to be kept and maintained, adequate and correct\nbooks and records of accounts of the properties and business transactions of the\nCorporation, including accounts of its assets, liabilities, \n\n                                       10\n\n \nreceipts, disbursements, gains, losses, capital, retained earnings and shares.\nThe books of account shall at all reasonable times be open to inspection by any\ndirector.\n\n     The chief financial officer shall deposit all moneys and other valuables in\nthe name and to the credit of the Corporation with such depositories as may be\ndesignated by the Board of Directors. He or she shall disburse the funds of the\nCorporation as may be ordered by the Board of Directors, shall render to the\npresident, the chief executive officer, or the directors, upon request, an\naccount of all his or her transactions as chief financial officer and of the\nfinancial condition of the Corporation, and shall have other powers and perform\nsuch other duties as may be prescribed by the Board of Directors or the Bylaws.\n\n     Section 5.11   Representation of Shares of Other Corporations.  The\n                    ----------------------------------------------      \nchairman of the board, the chief executive officer, the president, any vice\npresident, the chief financial officer, the secretary or assistant secretary of\nthis Corporation, or any other person authorized by the Board of Directors or\nthe chief executive officer or the president or a vice president, is authorized\nto vote, represent, and exercise on behalf of this Corporation all rights\nincident to any and all shares of any other corporation or corporations standing\nin the name of this Corporation.  The authority granted herein may be exercised\neither by such person directly or by any other person authorized to do so by\nproxy or power of attorney duly executed by the person having such authority.\n\n     Section 5.12   Authority and Duties of Officers.  In addition to the\n                    --------------------------------                     \nforegoing authority and duties, all officers of the Corporation shall\nrespectively have such authority and perform such duties in the management of\nthe business of the Corporation as may be designated from time to time by the\nBoard of Directors or the stockholders.\n\n                                   ARTICLE VI\n\n                         INDEMNIFICATION OF DIRECTORS,\n                     OFFICERS, EMPLOYEES, AND OTHER AGENTS\n\n     Section 6.1    Indemnification of Directors and Officers.  The Corporation\n                    -----------------------------------------                  \nshall, to the maximum extent and in the manner permitted by the Delaware General\nCorporation Law, indemnify each of its directors and officers against expenses\n(including attorneys' fees), judgments, fines, settlements and other amounts\nactually and reasonably incurred in connection with any proceeding, arising by\nreason of the fact that such person is or was a director or officer of the\nCorporation.  For purposes of this Section 6.1, a 'director' or 'officer' of the\nCorporation includes any person (a) who is or was a director or officer of the\nCorporation, (b) who is or was serving at the request of the Corporation as a\ndirector or officer of another corporation, partnership, joint venture, trust or\nother enterprise, or (c) who was a director or officer of a corporation which\nwas a predecessor corporation of the Corporation or of another enterprise at the\nrequest of such predecessor corporation.\n\n     Section 6.2    Indemnification of Others.  The Corporation may indemnify\n                    -------------------------                                \neach of its employees and agents (other than directors and officers) against\nexpenses  (including attorneys' fees), judgments, fines, settlements and other\namounts actually and reasonably incurred in connection with any proceeding,\narising by reason of the fact that such person is or was an employee or agent of\nthe Corporation.  For purposes of this Section 6.2, an 'employee' or 'agent' of\nthe Corporation (other than a director or officer) includes any person (a) who\nis or was an employee or agent of the \n\n                                       11\n\n \nCorporation, (b) who is or was serving at the request of the Corporation as an\nemployee or agent of another corporation, partnership, joint venture, trust or\nother enterprise, or (c) who was an employee or agent of a corporation which was\na predecessor corporation of the Corporation or of another enterprise at the\nrequest of such predecessor corporation.\n\n     Section 6.3    Payment of Expenses in Advance.  Expenses incurred in\n                    ------------------------------                       \ndefending any action or proceeding for which indemnification is required\npursuant to Section 6.1 or for which indemnifications permitted pursuant to\nSection 6.2 following authorization thereof by the Board of Directors shall be\npaid by the Corporation in advance of the final disposition of such action or\nproceeding upon receipt of an undertaking by or on behalf of the indemnified\nparty to repay such amount if it shall ultimately be determined that the\nindemnified party is not entitled to be indemnified as authorized in this\nArticle VI.\n\n     Section 6.4    Indemnity Not Exclusive.  The indemnification provided by\n                    -----------------------                                  \nthis Article VI shall not be deemed exclusive of any other rights to which those\nseeking indemnification may be entitled under any Bylaw, agreement, vote of\nshareholders or disinterested directors or otherwise, both as to action in an\nofficial capacity and as to action in another capacity while holding such\noffice, to the extent that such additional rights to indemnification are\nauthorized in the Certificate of Incorporation.\n\n     Section 6.5    Insurance.  The Corporation may purchase and maintain\n                    ---------                                            \ninsurance on behalf of any person who is or was a director, officer, employee or\nagent of the Corporation, or is or was serving at the request of the Corporation\nas a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust or other enterprise against any liability asserted against\nhim or her and incurred by him or her in any such capacity, or arising out of\nhis or her status as such, whether or not the Corporation would have the power\nto indemnify him or her against such liability under the provisions of the\nDelaware General Corporation Law.\n\n     Section 6.6    Conflicts.  No indemnification or advance shall be made\n                    ---------                                              \nunder this Article VI, except where such indemnification or advance is mandated\nby law or the order, judgment or decree of any court of competent jurisdiction,\nin any circumstance where it appears:\n\n          (a) That it would be inconsistent with a provision of the Certificate\nof Incorporation, these Bylaws, a resolution of the stockholders or an agreement\nin effect at the time of the accrual of the alleged cause of the action asserted\nin the proceeding in which the expenses were incurred or other amounts were\npaid, which prohibits or otherwise limits indemnification; or\n\n          (b) That it would be inconsistent with any condition expressly imposed\nby a court in approving a settlement.\n\n                                       12\n\n \n                                  ARTICLE VII\n\n                              RECORDS AND REPORTS\n\n     Section 7.1    Maintenance and Inspection of Records.  The Corporation\n                    -------------------------------------                  \nshall, either at its principal executive offices or at such place or places as\ndesignated by the Board of Directors, keep a record of its stockholders listing\ntheir names and addresses and the number and class of shares held by each\nstockholder, a copy of these Bylaws as amended to date, accounting books, and\nother records.\n\n     Any stockholder of record, in person or by attorney or other agent, shall,\nupon written demand under oath stating the purpose thereof, have the right\nduring the usual hours for business to inspect for any proper purpose the\ncorporation's stock ledger, a list of its stockholders, and its other books and\nrecords and to make copies or extracts therefrom.  A proper purpose shall mean a\npurpose reasonably related to such person's interest as a stockholder.  In every\ninstance where an attorney or other agent is the person who seeks the right to\ninspection, the demand under oath shall be accompanied by a power of attorney or\nsuch other writing that authorizes the attorney or other agent to so act on\nbehalf of the stockholder.  The demand under oath shall be directed to the\nCorporation at its registered office in Delaware or at its principal place of\nbusiness.\n\n     Section 7.2    Inspection by Directors.  Any director shall have the right\n                    -----------------------                                    \nto examine the Corporation's stock ledger, a list of its stockholders, and its\nother books and records for a purpose reasonably related to his or her position\nas a director.  The Court of Chancery is hereby vested with the exclusive\njurisdiction to determine whether a director is entitled to the inspection\nsought.  The Court may summarily order the Corporation to permit the director to\ninspect any and all books and records, the stock ledger, and the stock list and\nto make copies or extracts therefrom.  The Court may, in its discretion,\nprescribe any limitations or conditions with reference to the inspection, or\naward such other and further relief as the Court may deem just and proper.\n\n     Section 7.3    Annual Statement to Stockholders.  The Board of Directors\n                    --------------------------------                         \nshall present at each annual meeting, and at any special meeting of the\nstockholders when called for by vote of the stockholders, a full and clear\nstatement of the business and condition of the Corporation.\n\n\n                                 ARTICLE VIII\n\n                                GENERAL MATTERS\n\n     Section 8.1    Checks.  From time to time, the Board of Directors shall\n                    ------                                                  \ndetermine by resolution which person or persons may sign or endorse all checks,\ndrafts, other orders for payment of money, notes or other evidences of\nindebtedness that are issued in the name of or payable to the Corporation, and\nonly the persons so authorized shall sign or endorse those instruments.\n\n     Section 8.2    Execution of Corporate Contracts and Instruments.  The Board\n                    ------------------------------------------------            \nof Directors, except as otherwise provided in these Bylaws, may authorize any\nofficer or officers, or agent or agents, to enter into any contract or execute\nany instrument in the name of and on behalf of the Corporation; such authority\nmay be general or confined to specific instances.  Unless so authorized \n\n                                       13\n\n \nor ratified by the Board of Directors or within the agency power of an officer,\nno officer, agent or employee shall have any power or authority to bind the\nCorporation by any contract or engagement or to pledge its credit or to render\nit liable for any purpose or for any amount.\n\n     Section 8.3    Stock Certificates; Partly Paid Shares.  The shares of the\n                    --------------------------------------                    \nCorporation shall be represented by certificates, provided that the Board of\nDirectors of the Corporation may provide by resolution or resolutions that some\nor all of any or all classes or series of its stock shall be uncertificated\nshares.  Any such resolution shall not apply to shares represented by a\ncertificate until such certificate is surrendered to the Corporation.\nNotwithstanding the adoption of such a resolution by the Board of Directors,\nevery holder of stock represented by certificates and upon request every holder\nof uncertificated shares shall be entitled to have a certificate signed by, or\nin the name of the Corporation by the chairman or vice chairman of the Board of\nDirectors, or the chief executive officer or the president or vice president,\nand by the chief financial officer or an assistant treasurer, or the secretary\nor an assistant secretary of the Corporation representing the number of shares\nregistered in certificate form.  Any or all of the signatures on the certificate\nmay be a facsimile.  In case any officer, transfer agent or registrar who has\nsigned or whose facsimile signature has been placed upon a certificate has\nceased to be such officer, transfer agent or registrar before such certificate\nis issued, it may be issued by the Corporation with the same effect as if he or\nshe were such officer, transfer agent or registrar at the date of issue.  The\nCorporation may issue the whole or any part of its shares as partly paid and\nsubject to call for the remainder of the consideration to be paid therefor.\nUpon the face or back of each stock certificate issued to represent any such\npartly paid shares, upon the books and records of the Corporation in the case of\nuncertificated partly paid shares, the total amount of the consideration to be\npaid therefor and the amount paid thereon shall be stated.  Upon the declaration\nof any dividend on fully paid shares, the Corporation shall declare a dividend\nupon partly paid shares of the same class, but only upon the basis of the\npercentage of the consideration actually paid thereon.\n\n     Section 8.4    Special Designation on Certificates.  If the Corporation is\n                    -----------------------------------                        \nauthorized to issue more than one class of stock or more than one series of any\nclass, then the powers, the designations, the preferences, and the relative,\nparticipating, optional or other special rights of each class of stock or series\nthereof and the qualifications, limitations or restrictions of such preferences\nand\/or rights shall be set forth in full or summarized on the face or back of\nthe certificate that the Corporation shall issue to represent such class or\nseries of stock; provided, however, that, except as otherwise provided in\nSection 202 of the Delaware General Corporation Law, in lieu of the foregoing\nrequirements there may be set forth on the face or back of the certificate that\nthe Corporation shall issue to represent such class or series of stock a\nstatement that the Corporation will furnish without charge to each stockholder\nwho so requests the powers, the designations, the preferences, and the relative,\nparticipating, optional or other special rights of each class of stock or series\nthereof and the qualifications, limitations or restrictions of such preferences\nand\/or rights.\n\n     Section 8.5    Lost Certificates.  Except as provided in this Section 8.5,\n                    -----------------                                          \nno new certificates for shares shall be issued to replace a previously issued\ncertificate unless the latter is surrendered to the Corporation and canceled at\nthe same time.  The Corporation may issue a new certificate of stock or\nuncertificated shares in the place of any certificate previously issued by it,\nalleged to have been lost, stolen or destroyed, and the Corporation may require\nthe owner of the lost, stolen or destroyed certificate, or the owner's legal\nrepresentative, to give the Corporation a bond sufficient to indemnify \n\n                                       14\n\n \nit against any claim that may be made against it on account of the alleged loss,\ntheft or destruction of any such certificate or the issuance of such new\ncertificate or uncertificated shares.\n\n     Section 8.6    Construction; Definitions.  Unless the context requires\n                    -------------------------                              \notherwise, the general provisions, rules of construction, and definitions in the\nDelaware General Corporation Law shall govern the construction of these Bylaws.\nWithout limiting the generality of this provision, the singular number includes\nthe plural, the plural number includes the singular, and the term 'person'\nincludes both a corporation and a natural person.\n\n     Section 8.7    Dividends.  The directors of the Corporation, subject to any\n                    ---------                                                   \nrestrictions contained in (a) the Delaware General Corporation Law or (b) the\nCertificate of Incorporation, may declare and pay dividends upon the shares of\nits capital stock.  Dividends may be paid in cash, in property, or in shares of\nthe Corporation's capital stock.\n\n     The directors of the Corporation may set apart out of any of the funds of\nthe Corporation available for dividends a reserve or reserves for any proper\npurpose and may abolish any such reserve.  Such purposes shall include but not\nbe limited to equalizing dividends, repairing or maintaining any property of the\nCorporation, and meeting contingencies.\n\n     Section 8.8    Fiscal Year.  The fiscal year of the Corporation shall be\n                    -----------                                              \nfixed by resolution of the Board of Directors and may be changed by the Board of\nDirectors.\n\n     Section 8.9    Seal.  The Corporation may adopt a corporate seal, which may\n                    ----                                                        \nbe altered at pleasure, and may use the same by causing it or a facsimile\nthereof, to be impressed or affixed or in any other manner reproduced.\n\n     Section 8.10   Transfer of Stock.  Upon surrender to the Corporation or the\n                    -----------------                                           \ntransfer agent of the Corporation of a certificate for shares duly endorsed or\naccompanied by proper evidence of succession, assignation or authority to\ntransfer, it shall be the duty of the Corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate, and record the\ntransaction in its books.\n\n     Section 8.11   Stock Transfer Agreements.  The Corporation shall have power\n                    -------------------------                                   \nto enter into and perform any agreement with any number of stockholders of any\none or more classes of stock of the Corporation to restrict the transfer of\nshares of stock of the Corporation of any one or more classes owned by such\nstockholders in any manner not prohibited by the Delaware General Corporation\nLaw.\n\n     Section 8.12   Registered Stockholders.  The Corporation shall be entitled\n                    -----------------------                                    \nto recognize the exclusive right of a person registered on its books as the\nowner of shares to receive dividends and to vote as such owner, shall be\nentitled to hold liable for calls and assessments the person registered on its\nbooks as the owner of shares, and shall not be bound to recognize any equitable\nor other claim to or interest in such share or shares on the part of another\nperson, whether or not it shall have express or other notice thereof, except as\notherwise provided by the laws of Delaware.\n\n                                       15\n\n \n                                  ARTICLE IX\n\n                                  AMENDMENTS\n\n     The Bylaws of the Corporation may be adopted, amended or repealed by the\nstockholders entitled to vote; provided, however, that the Corporation may, in\nits Certificate of Incorporation, confer the power to adopt, amend or repeal\nBylaws upon the directors.  The fact that such power has been so conferred upon\nthe directors shall not divest the stockholders of the power, nor limit their\npower to adopt, amend or repeal Bylaws.\n\n                                       16\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9574],"class_list":["post-41539","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41539","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=41539"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41539"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41539"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41539"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}