BY-LAWS
OF
HARRIS
& HARRIS GROUP, INC.
ARTICLE
I
OFFICES
SECTION
1. PRINCIPAL OFFICE. The
principal office of the corporation shall be located in the City, County and
State of New York.
SECTION
2. OTHER OFFICES. The
corporation may have other offices and places of business, within or without the
State of New York, as shall be determined by the directors.
ARTICLE
II
SHAREHOLDERS
SECTION
1. PLACE OF
MEETINGS. Meetings of the shareholders may be held at such place or
places, within or without the State of New York, as shall be fixed by the
directors and stated in the notice of the meeting.
SECTION
2. ANNUAL MEETING. The
annual meeting of shareholders for the election of directors and the transaction
of such other business as may properly come before the meeting shall be held on
the date selected by the Board of Directors in each calendar year.1
SECTION
3. NOTICE OF ANNUAL
MEETING. Notice of the annual meeting shall be given to each
shareholder entitled to vote, at least ten days prior to the
meeting.
SECTION
4. SPECIAL
MEETINGS. Special meetings of the shareholders for any purpose or
purposes may be called by only the President or a majority of the entire Board
of Directors then in office.
1 As
amended at the April 30, 1984, special directors' meeting.
SECTION
5. NOTICE OF SPECIAL
MEETING. Notice of a special meeting, stating the time, place and
purpose or purposes thereof, shall be given to each shareholder entitled to
vote, at least ten days prior to the meeting. The notice shall also
set forth at whose direction it is being issued.
SECTION
6. QUORUM. At any
meeting of the shareholders, the holders of a majority of the shares of stock
then entitled to vote, shall constitute a quorum for all purposes, except as
otherwise provided by law or the Certificate of Incorporation.
SECTION
7. VOTING. At each
meeting of the shareholders, every holder of stock then entitled to vote may
vote in person or by proxy, and, except as may be otherwise provided by the
Certificate or Incorporation, shall have one vote for each share of stock
registered in his name.
SECTION
8. ADJOURNED
MEETINGS. Any meeting of shareholders may be adjourned to a
designated time and place by a vote of a majority in interest of the
shareholders present in person or by proxy and entitled to vote, even though
less than a quorum is so present. No notice of such an adjourned
meeting need be given, other than by announcement at the meeting, and any
business may be transacted which might have been transacted at the meeting as
originally called.
SECTION
9. ACTION BY WRITTEN
CONSENT OF SHAREHOLDERS. Whenever by any provision of statute or of
the Certificate of Incorporation or of these By-Laws, the vote of shareholders
at a meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of shareholders may be dispensed with, if
all the shareholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.
SECTION
10. NOTICE OF SHAREHOLDER
NOMINEES. Only persons who are nominated in accordance with the
following procedures set forth in these By-Laws shall be eligible for election
as directors of the corporation. Nominations of persons for election
to the Board of Directors may be made at any annual meeting of shareholders
(a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any shareholder of the corporation (i)
who is a shareholder of record on the date of the giving of notice provided for
in this Section 10 and on the record date for the determination of shareholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 10.
In
addition to any other applicable requirements, for a nomination to be made by a
shareholder, such shareholder must have given timely notice thereof in proper
written form to the Secretary of the corporation.
To be
timely, a shareholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the corporation not less than
ninety (90) days nor more than one hundred and twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the
event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the shareholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.
To be in
proper written form, a shareholder's notice to the Secretary must set forth (a)
as to each person whom the shareholder proposes to nominate for election as a
director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the annual meeting to nominate the persons named in its notice and (v) any other
information relating to such shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to be named as a nominee and to serve as a director if
elected.
No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this Section 10. If
the Chairman of the annual meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
SECTION
11. NOTICE OF SHAREHOLDER
BUSINESS. No business may be transacted at an annual meeting of
shareholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (c) otherwise
properly brought before the annual meeting by any shareholder of the corporation
(i) who is a shareholder of record on the date of the giving of the notice
provided for in this Section 11 and on the record date for the determination of
shareholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 11.
In
addition to any other applicable requirement, for business to be properly
brought before an annual meeting by a shareholder, such shareholder must have
given timely notice thereof in proper written form to the Secretary of the
corporation.
To be
timely, a shareholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the corporation not less than
ninety (90) days nor more than one hundred and twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the
event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the shareholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in
proper written form, a shareholder's notice to the Secretary must set forth as
to each matter such shareholder proposes to bring before the annual meeting (i)
a brief description of the business desired to be brought before the annual
meting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of such shareholder, (iii) the class or series and
number of shares of capital stock of the corporation which are owned
beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No
business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 11, provided, however, that, once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
ARTICLE
III
DIRECTORS
SECTION
1. NUMBER. The
number of directors of the corporation shall be determined from time to time by
resolutions of the directors, who shall hold office for the term of one year and
until their successors are duly elected and qualify. The number of
directors may be less than three when all of the shares are owned by less than
three shareholders, but in such event the number of directors may not be less
than the number of shareholders. Directors need not be
shareholders.
SECTION
2. POWERS. The
Board of Directors may adopt such rules and regulations for the conduct of its
meetings, the exercise of its powers and the management of the affairs of the
corporation as it may deem proper, not inconsistent with the laws of the State
of New York, the Certificate of Incorporation or these By-Laws.
In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the corporation and
do such lawful acts and things except as are by statute, the Certificate of
Incorporation or these By-Laws directed or required to be exercised or done by
the shareholders.
SECTION
3. MEETING, QUORUM,
ACTION WITHOUT MEETING. Meetings of the Board of Directors may be
held at any place, either within or outside the State of New York, provided a
quorum be in attendance. Except as may be otherwise provided by the
Certificate of Incorporation or by the Business Corporation Law, a majority of
the directors in office shall constitute a quorum at any meeting of the Board of
Directors and the vote of a majority of a quorum of directors shall constitute
the act of the Board of Directors.
The Board
of Directors may hold an annual meeting, without notice, immediately after the
annual meeting of shareholders. Regular meetings of the Board of
Directors may be established by a resolution adopted by the Board of
Directors. The Chairman of the Board of Directors may call, and at
the request of any two directors must call, a special meeting of the Board of
Directors, three days notice of which shall be given by overnight United States
Mail or by Federal Express or any other private overnight courier service, or
two days notice of which shall be given personally or by telephone, telecopier
or telefax (or similar communications equipment), telegram or cable, to each
director.2
Any one
or more members of the Board of Directors or any Committee thereof may
participate in a meeting of such Board of Directors or Committee by means of a
conference telephone call or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time, if
before the meeting the Chairman of the Board of Directors or the Chairman of
such Committee, as the case may be, determines that an emergency or other
extraordinary circumstances exist, making telephone participation in the meeting
by one or more directors appropriate. The determination by the
Chairman of the Board of Directors or the Chairman of a Committee thereof, as
the case may be, that an emergency or other extraordinary circumstances exist,
making telephone participation in the meeting by one or more directors
appropriate, shall be final and conclusive. Where authorized by the
Chairman of the Board of Directors or the Chairman of a Committee thereof, as
described above in this paragraph, participation by means of a conference
telephone call or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time shall
constitute presence in person at the meeting.3
2 As
amended at the November 17, 1988, directors' meeting.
3 As
amended at the April 25, 1989, directors' meeting.
Any
action required or permitted to be taken by the Board of Directors or any
Committee thereof may be taken without a meeting if all members of the Board of
Directors or the Committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or Committee shall be filed
with the minutes of the meetings of the Board of Directors or
Committee.
SECTION
4. VACANCIES,
REMOVAL. Except where the Certificate of Incorporation contains
provisions authorizing cumulative voting or the election of one or more
directors by class or their election by holders of bonds, or requires all action
by shareholders to be by a greater vote, any one or more of the directors may be
removed, (a) for cause, at any time, by vote of the shareholders holding a
majority of the outstanding stock of the corporation entitled to vote, present
in person or by proxy, at any special meeting of the shareholders or by written
consent of all of the shareholders entitled to vote, or (b) for cause, by action
of the Board of Directors at any regular or special meeting of the Board of
Directors. Shareholders may not remove directors without
cause. A vacancy or vacancies occurring from such removal may be
filled at a special meeting of shareholders called for such purpose or at a
regular or special meeting of the Board of Directors.
SECTION
5. COMMITTEES. The
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate from its members an Executive Committee or other
committee or committees, each consisting of three or more members, with such
powers and authority (to the extent permitted by law) as may be provided in said
resolution.
ARTICLE
IV
OFFICERS
SECTION
1. EXECUTIVE
OFFICERS. The executive officers of the corporation shall be a
Chairman of the Board, a President, a Treasurer and a Secretary, all of whom
shall be elected annually by the Board of Directors, who shall hold office at
the pleasure of the Board of Directors. No one person may serve
simultaneously as both President and Secretary of the corporation, but any two
or more other offices may be held simultaneously by the same
person. All vacancies occurring among any of the officers shall be
filled by the Board of Directors.4
SECTION
2. OTHER
OFFICERS. The Board of Directors may appoint such other officers and
agents with such powers and duties as it shall deem necessary.
4 As
amended at the November 17, 1988, directors' meeting.
SECTION
3. THE
CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
be the chief executive officer of the corporation and, while the Board of
Directors is not in session, shall have general management and control of the
business and affairs of the corporation. He shall also preside at all
meetings of the Board of Directors, and shall have and perform such other duties
as from time to time may be assigned to him by the Board of Directors.5
SECTION
4. THE
PRESIDENT. The President, who may but need not be a director, shall,
in the absence of a Chairman of the Board, preside at all meetings of the
shareholders and directors. He shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors or
the Chairman of the Board.6
SECTION
5. THE
VICE-PRESIDENT. The Vice-President, if one be elected, or if there be
more than one, the senior Vice-President as determined by the Board of
Directors, in the absence or disability of the President, shall exercise the
powers and perform the duties of the President and each Vice-President shall
exercise such other powers and perform such other duties as from time to time
may be assigned to him by the Board of Directors, the Chairman of the Board, or
the President.7
SECTION
6. THE
TREASURER. The Treasurer shall have custody of all funds, securities
and evidences of indebtedness of the corporation; he shall receive and give
receipts and acquittances for moneys paid in on account of the corporation, and
shall pay out of the funds on hand all bills, payrolls, and other just debts of
the corporation, of whatever nature, upon maturity; he shall enter regularly in
books to be kept by him for that purpose, full and accurate accounts of all
moneys received and paid out by him on account of the corporation, and he shall
perform all other duties incident to the office of Treasurer and as may be
prescribed by the Board of Directors.
SECTION
7. THE
SECRETARY. The Secretary shall keep the minutes of all meetings of
the Board of Directors and of the shareholders; he shall attend to the giving
and serving of all notices to shareholders and directors or other notice
required by law or by these By-Laws; he shall affix the seal of the corporation
to deeds, contracts and other instruments in writing requiring a seal, when duly
signed or when so ordered by the Board of Directors; he shall have charge of the
certificate books and stock books and such other books and papers as the Board
of Directors may direct, and he shall perform all other duties incident to the
office of Secretary.
SECTION
8. SALARIES. The
salaries and other compensation of all officers and employees shall be fixed by
the Board of Directors, or by any committee designated from among the directors
(in accordance with Article III, Section 5, of these By-Laws) to handle such
compensation matters, and the fact that any officer is a director shall not
preclude him from receiving a salary and other compensation as an officer, or
from voting upon the resolution providing the same.8
5 As
amended at the November 17, 1988, directors' meeting.
6 As
amended at the November 17, 1988, directors' meeting.
7 As
amended at the November 17, 1988, directors' meeting.
8 As
amended by the Unanimous Written Action by Board of Directors dated June 9,
1992.
ARTICLE
V
CAPITAL
STOCK
SECTION
1. FORM
AND EXECUTION OF CERTIFICATES. Certificates of stock shall be in such
form as required by the Business Corporation Law of New York and as shall be
adopted by the Board of Directors. They shall be numbered and
registered in the order issued; shall be signed by the Chairman or a
Vice-Chairman of the Board of Directors (if any) or by the President or
Vice-President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer and may be sealed with the corporate seal or a
facsimile thereof. When such a certificate is countersigned by a
transfer agent or registered by a registrar, the signatures of any such officers
may be facsimile.
SECTION
2. TRANSFER. Transfer
of shares shall be made only upon the books of the corporation by the registered
holder in person or by attorney, duly authorized, and upon surrender of the
certificate or certificates for such shares properly assigned for
transfer.
SECTION
3. LOST
OR DESTROYED CERTIFICATES. The holder of any certificate representing
shares of stock of the corporation may notify the corporation of any loss, theft
or destruction thereof, and the Board of Directors may thereupon, in its
discretion, cause a new certificate for the same number of shares, to be issued
to such holder upon satisfactory proof of such loss, theft or destruction, and
the deposit of indemnity by way of bond or otherwise, in such form and amount
and with such surety or sureties as the Board of Directors may require, to
indemnify the corporation against any loss or liability by reason of the
issuance of such new certificates.
SECTION
4. RECORD
DATE. In lieu of closing the books of the corporation, for the
purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the Board of Directors may fix,
in advance, a date, not exceeding sixty days, nor less than ten days, as the
record date for any such determination of shareholders.
ARTICLE
VI
MISCELLANEOUS
SECTION
1. DIVIDENDS. The
Board of Directors may declare dividends from time to time upon the capital
stock of the corporation from the surplus or net profits available
therefor.
SECTION
2. SEAL. The
Board of Directors shall provide a suitable corporate seal and shall be used as
authorized by the By-Laws.
SECTION
3. FISCAL
YEAR. The fiscal year of the corporation shall be determined by the
Board of Directors.
SECTION
4. CHECKS,
NOTES, ETC. Checks, notes, drafts, bills of exchange and orders for
the payment of money shall be signed or endorsed in such manner as shall be
determined by the Board of Directors.
The funds
of the corporation shall be deposited in such bank or trust company, and checks
drawn against such funds shall be signed in such manner as may be determined
from time to time by the Board of Directors.
SECTION
5. NOTICE
AND WAIVER OF NOTICE. Any notice required to be given under these
By-Laws may be waived by the person entitled thereto, in writing, by telecopier
or telefax (or similar communications equipment), telegram, cable or radiogram,
and the presence of any person at a meeting shall constitute waiver of notice
thereof as to such person.9 10
ARTICLE
VII
AMENDMENTS
SECTION
1. BY
SHAREHOLDERS. These By-Laws may be amended at any shareholders'
meeting by vote of the shareholders holding a majority (unless the Certificate
of Incorporation requires a larger vote) of the outstanding stock having voting
power, present either in person or by proxy, provided notice of the amendment is
included in the notice or waiver of notice of such meeting.
SECTION
2. BY
DIRECTORS. The Board of Directors may also amend these By-Laws at any
regular or special meeting of the Board by a majority (unless the Certificate of
Incorporation requires a larger vote) vote of the entire Board, but any By-Laws
so made by the Board of Directors may be altered or repealed by the
shareholders.
9 As
amended at the November 17, 1988, directors' meeting.
10 Section
6 "Indemnification" was deleted in its entirety pursuant to a unanimous written
consent of directors dated October 19, 1992.
BY-LAWS
OF
HARRIS
& HARRIS GROUP, INC.
I certify
that the following By-Laws, consisting of nine pages, each of which I have
initialed for identification, are the By-Laws:
(1) Adopted,
as contemplated by Section 601(a) of the New York Business Corporation Law, as
amended, for and on behalf of the shareholders of Harris & Harris Group,
Inc. (the "corporation"), by a written action signed by the corporation's sole
incorporator and dated as of December 1, 1981;
(2) Approved
and adopted by the corporation's Board of Directors by a unanimous written
consent in lieu of an organizational meeting dated as of December 1, 1981;
and
(3) As
amended by the corporation's Board of Directors (a) at its March 23, 1984,
special meeting; (b) by a unanimous written consent of directors dated as of
April 13, 1984; (c) at its April 30, 1984, special meeting; (d) at its July 9,
1984, meeting; (e) at its October 19, 1984, meeting; (f) at its July 11, 1985,
meeting; (g) at its November 17, 1988, meeting; (h) at its April 25, 1989,
meeting; (i) by a unanimous written consent of directors dated June 9, 1992; and
(j) by a unanimous written consent of directors dated October 19,
1992.
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/s/ Rachel M. Pernia
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Rachel
M. Pernia, Secretary
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