--------------------------------------------------------------------------------
BY-LAWS
Of
RIDEFILM CORPORATION
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Section Page
------- ----
ARTICLE I
OFFICES
Section 1.01. Registered Office............................................................................... 1
Section 1.02. Other Offices................................................................................... 1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. Annual Meetings................................................................................. 1
Section 2.02. Special Meetings................................................................................ 1
Section 2.03. Notice of Meetings.............................................................................. 1
Section 2.04. Waiver of Notice................................................................................ 2
Section 2.05. Adjournments.................................................................................... 2
Section 2.06. Quorum ......................................................................................... 2
Section 2.07. Voting ......................................................................................... 2
Section 2.08. Proxies ........................................................................................ 3
Section 2.09. Stockholders' Consent in Lieu of Meeting........................................................ 3
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. General Powers.................................................................................. 3
Section 3.02. Number and Term of Office....................................................................... 3
Section 3.03. Resignation..................................................................................... 3
Section 3.04. Removal ........................................................................................ 3
Section 3.05. Vacancies....................................................................................... 4
Section 3.06. Meetings ....................................................................................... 4
Section 3.07. Committees of the Board......................................................................... 5
Section 3.08. Directors' Consent in Lieu of Meeting........................................................... 5
Section 3.09. Action by Means of Telephone or Similar Communications Equipment................................ 6
Section 3.10. Compensation.................................................................................... 6
ARTICLE IV
OFFICERS
Section 4.01. Officers........................................................................................ 6
Section 4.02. Authority and Duties............................................................................ 6
Section 4.03. Term of Office Resignation and Removal.......................................................... 6
Section 4.04. Vacancies....................................................................................... 7
Section 4.05. The Chief Operating Officer..................................................................... 7
Section 4.06. Vice Presidents................................................................................. 7
Section 4.07. The Secretary................................................................................... 7
Section 4.08. Assistant Secretaries........................................................................... 7
TABLE OF CONTENTS
Section Page
------- ----
Section 4.09. The Treasurer................................................................................... 7
Section 4.10. Assistant Treasurers............................................................................ 8
ARTICLE V
CHECKS, DRAFTS, NOTES, AND PROXIES
Section 5.01. Checks, Drafts and Notes........................................................................ 8
Section 5.02. Execution of Proxies............................................................................ 8
ARTICLE VI
SHARES AND TRANSFERS OF SHARES
Section 6.01. Certificates Evidencing Shares.................................................................. 8
Section 6.02. Stock Ledger.................................................................................... 9
Section 6.03. Transfers of Shares............................................................................. 9
Section 6.04. Addresses of Stockholders....................................................................... 9
Section 6.05. Lost, Destroyed and Mutilated Certificates...................................................... 9
Section 6.06. Regulations..................................................................................... 9
Section 6.07. Fixing Date for Determination of Stockholders of Record......................................... 9
ARTICLE VII
SEAL
Section 7.01. Seal .......................................................................................... 10
ARTICLE VIII
FISCAL YEAR
Section 8.01. Fiscal Year.................................................................................... 10
ARTICLE IX
INDEMNIFICATION AND INSURANCE
Section 9.01. Indemnification................................................................................ 10
Section 9.02. Insurance for Indemnification.................................................................. 12
ARTICLE X
AMENDMENTS
Section 10.01. Amendments..................................................................................... 12
-ii-
BY-LAWS
OF
RIDEFILM CORPORATION
ARTICLE I
OFFICES
SECTION 1.01. Registered Office. The registered office of
Ridefilm Corporation (the "Corporation") in the State of Delaware shall be at
the principal office of The Corporation Trust Company in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Company.
SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other place or places within or without the State of
Delaware as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors of the Corporation
("Directors"), and for the transaction of such other business as may properly
come before such meeting, shall be held at such place, date and time as shall be
fixed by the Board and designated in the notice or waiver of notice of such
annual meeting; provided, however, that no annual meeting of stockholders need
be held if all actions, including the election of Directors, required by the
General Corporation Law of the State of Delaware (the "General Corporation Law")
to be taken at such annual meeting are taken by written consent in lieu of
meeting pursuant to Section 2.09 hereof.
SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board, the Chief
Operating Officer of the Corporation (the "Chief Operating Officer") or the
Secretary of the Corporation (the "Secretary") or by the recordholders of at
least a majority of the shares of common stock of the Corporation issued and
outstanding ("Shares") and entitled to vote thereat, to be held at such place,
date and time as shall be designated in the notice or waiver of notice thereof.
SECTION 2.03. Notice of Meetings. (a) Except as otherwise
provided by law, written notice of each annual or special meeting of
stockholders stating the place, date and time of such meeting and, in the case
of a special meeting, the purpose or purposes for which such meeting is to be
held, shall be given personally or by first-class mail (airmail in the case of
international communications) to each recordholder of Shares (a "Stockholder")
entitled to vote
thereat, not less than 10 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the Stockholder at such
Stockholder's address as it appears on the records of the Corporation. If, prior
to the time of mailing, the Secretary shall have received from any Stockholder a
written request that notices intended for such Stockholder are to be mailed to
some address other than the address that appears on the records of the
Corporation, notices intended for such Stockholder shall be mailed to the
address designated in such request.
(b) Notice of a special meeting of Stockholders may be
given by the person or persons calling the meeting, or, upon the written request
of such person or persons, such notice shall be given by the Secretary on behalf
of such person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.
SECTION 2.04. Waiver of Notice. Notice of any annual or
special meeting of Stockholders need not be given to any Stockholder who files a
written waiver of notice with the Secretary, signed by the person entitled to
notice, whether before or after such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of Stockholders need be specified
in any written waiver of notice thereof. Attendance of a Stockholder at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such Stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the notice of such meeting was inadequate or
improperly given.
SECTION 2.05. Adjournments. Whenever a meeting of
Stockholders, annual or special, is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder entitled to vote thereat. At the adjourned meeting,
any business may be transacted which might have been transacted at the original
meeting.
SECTION 2.06. Quorum. Except as otherwise provided by law or
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.
SECTION 2.07. Voting. Each Stockholder shall be entitled to
one vote for each Share held of record by such Stockholder. Except as otherwise
provided by law or the Certificate of Incorporation, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before such
meeting.
-2-
SECTION 2.08. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express, in writing, consent to or dissent from
any action of Stockholders without a meeting may authorize another person or
persons to act for such Stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of Stockholders or such action of Stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.
SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of Stockholders, and any action which may be taken at any annual
or special meeting of Stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the recordholders of Shares having not less
than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were
present and voted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by Stockholders.
SECTION 3.02. Number and Term of Office. The number of
Directors shall be one or such other number as shall be fixed from time to time
by the Board. Directors need not be Stockholders. Directors shall be elected at
the annual meeting of Stockholders or, if, in accordance with Section 2.01
hereof, no such annual meeting is held, by written consent in lieu of meeting
pursuant to Section 2.09 hereof, and each Director shall hold office until his
successor is elected and qualified, or until his earlier death or resignation or
removal in the manner hereinafter provided.
SECTION 3.03. Resignation. Any Director may resign at any time
by giving written notice to the Board, the Chief Operating Officer or the
Secretary. Such resignation shall take effect at the time specified in such
notice or, if the time be not specified, upon receipt thereof by the Board, the
Chief Operating Officer or the Secretary, as the case may be. Unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.
SECTION 3.04. Removal. Any or all of the Directors maybe
removed, with or without cause, at any time by vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors, or by
written consent of the recordholders of Shares pursuant to Section 2.09 hereof.
-3-
SECTION 3.05. Vacancies. Vacancies occurring on the Board as a
result of the removal of Directors without cause may be filled only by vote of
the recordholders of a majority of the Shares then entitled to vote at an
election of Directors, or by written consent of such recordholders pursuant to
Section 2.09 hereof. Vacancies occurring on the Board for any other reason,
including, without limitation, vacancies occurring as a result of the creation
of new directorships that increase the number of Directors, may be filled by
such vote or written consent or by vote of the Board or by written consent of
the Directors pursuant to Section 3.08 hereof. If the number of Directors then
in office is less than a quorum, such other vacancies may be filled by vote of a
majority of the Directors then in office or by written consent of all such
Directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to
Section 3.04 hereof, each Director chosen in accordance with this Section 3.05
shall hold office until the next annual election of Directors by the
Stockholders and until his successor shall be elected and qualified.
SECTION 3.06. Meetings. (a) Annual Meetings. As soon as
practicable after each annual election of Directors by the Stockholders, the
Board shall meet for the purpose of organization and the transaction of other
business, unless it shall have transacted all such business by written consent
pursuant to Section 3.08 hereof.
(b) Other Meetings. Other meetings of the Board shall be
held at such times as the Chief Operating Officer, the Secretary or a majority
of the Board shall from time to time determine.
(c) Notice of Meetings. The Secretary shall give written
notice to each Director of each meeting of the Board, which notice shall state
the place, date, time and purpose of such meeting. Notice of each such meeting
shall be given to each Director, if by mail, addressed to him at his residence
or usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent to him at such place by telecopy,
telegraph, cable, or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held. A written waiver of notice, signed by the Director
entitled to notice, whether before or after the time of the meeting referred to
in such waiver, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of any meeting of the Board need be specified in
any written waiver of notice thereof. Attendance of a Director at a meeting of
the Board shall constitute a waiver of notice of such meeting, except as
provided by law.
(d) Place of Meetings. The Board may hold its meetings at
such place or places within or without the State of Delaware as the Board may
from time to time determine, or as shall be designated in the respective notices
or waivers of notice of such meetings.
(e) Quorum and Manner of Acting. One-third of the total
number of Directors then in office (but in no event less than two if the total
number of directorships, including vacancies, is greater than one and in no
event a number less than one-third of the total number of directorships,
including vacancies) shall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those Directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the
Certificate of Incorporation or these By-laws. In the absence of a
-4-
quorum for any such meeting, a majority of the Directors present thereat may
adjourn such meeting from time to time until a quorum shall be present.
(f) Organization. At each meeting of the Board, one of
the following shall act as chairman of the meeting and preside, in the following
order of precedence:
(i) the Chief Operating Officer; or
(ii) any Director chosen by a majority of the
Directors present.
The Secretary or, in the case of his absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary is present) whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.
SECTION 3.07. Committees of the Board. The Board may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more Directors. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any such absent or disqualified member.
Any committee of the Board, to the extent provided in the resolution of the
Board designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that no such committee shall
have such power or authority in reference to amending the Certificate of
Incorporation (except that such a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the General Corporation Law, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes of stock of the Corporation or fix the number of
shares of any series of stock or authorize the increase or decrease of the
shares of any series), adopting an agreement of merger or consolidation under
Section 251 or 252 of the General Corporation Law, recommending to the
Stockholders the sale, lease or exchange of all or substantially all the
Corporation's property and assets, recommending to the Stockholders a
dissolution of the Corporation or the revocation of a dissolution, or amending
these By-laws; provided further, however, that, unless expressly so provided in
the resolution of the Board designating such committee, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law. Each committee of the Board shall keep regular
minutes of its proceedings and report the same to the Board when so requested by
the Board.
SECTION 3.08. Directors' Consent in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth
-5-
the action so taken, shall be signed by all the members of the Board or such
committee and such consent is filed with the minutes of the proceedings of the
Board or such committee.
SECTION 3.09. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.
SECTION 3.10. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
Directors. In addition, as determined by the Board, Directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as Directors. No such compensation or reimbursement shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
OFFICERS
SECTION 4.01. Officers. The officers of the Corporation shall
be the Chief Operating Officer, the Secretary and a Treasurer and may include
one or more Vice Presidents and one or more Assistant Secretaries and one or
more Assistant Treasurers. Any two or more offices may be held by the same
person.
SECTION 4.02. Authority and Duties. All officers shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent not so provided, by
resolution of the Board.
SECTION 4.03. Term of Office Resignation and Removal. (a) Each
officer shall be appointed by the Board and shall hold office for such term as
may be determined by the Board. Each officer shall hold office until his
successor has been appointed and qualified or his earlier death or resignation
or removal in the manner hereinafter provided. The Board may require any officer
to give security for the faithful performance of his duties.
(b) Any officer may resign at any time by giving written
notice to the Board, the Chief Operating Officer or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chief Operating
Officer or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.
(c) All officers and agents appointed by the Board shall
be subject to removal, with or without cause, at any time by the Board or by the
action of the recordholders of a majority of the Shares entitled to vote
thereon.
-6-
SECTION 4.04. Vacancies. Any vacancy occurring in any office
of the Corporation, for any reason, shall be filled by action of the Board.
Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by
the Board to fill any such vacancy shall serve only until such time as the
unexpired term of his predecessor expires unless reappointed by the Board.
SECTION 4.05. The Chief Operating Officer. The Chief Operating
Officer shall have the power to call special meetings of Stockholders, to call
special meetings of the Board and, if present, to preside at all meetings of
Stockholders and all meetings of the Board. The Chief Operating Officer shall,
in addition, have general and active management and control of the business and
affairs of the Corporation, subject to the control of the Board, and shall see
that all orders and resolutions of the Board are carried into effect. The Chief
Operating Officer shall perform all duties incident to the office of Chief
Operating Officer and all such other duties as may from time to time be assigned
to him by the Board or these By-laws.
SECTION 4.06. Vice Presidents. Vice Presidents, if any, in
order of their seniority or in any other order determined by the Board, shall
generally assist the Chief Operating Officer and perform such other duties as
the Board or the Chief Operating Officer shall prescribe, and in the absence or
disability of the Chief Operating Officer, shall perform the duties and exercise
the powers of the Chief Operating Officer.
SECTION 4.07. The Secretary. The Secretary shall, to the
extent practicable, attend all meetings of the Board and all meetings of
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform the same duties for any
committee of the Board when so requested by such committee. He shall give or
cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board or the Chief
Operating Officer and shall act under the supervision of the Chief Operating
Officer. He shall keep in safe custody the seal of the Corporation and affix the
same to any instrument that requires that the seal be affixed to it and which
shall have been duly authorized for signature in the name of the Corporation
and, when so affixed, the seal shall be attested by his signature or by the
signature of the Treasurer of the Corporation (the "Treasurer") or an Assistant
Secretary or Assistant Treasurer of the Corporation. He shall keep in safe
custody the certificate books and stockholder records and such other books and
records of the Corporation as the Board or the Chief Operating Officer may
direct and shall perform all other duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board
or the Chief Operating Officer.
SECTION 4.08. Assistant Secretaries. Assistant Secretaries of
the Corporation ("Assistant Secretaries"), if any, in order of their seniority
or in any other order determined by the Board, shall generally assist the
Secretary and perform such other duties as the Board or the Secretary shall
prescribe, and, in the absence or disability of the Secretary, shall perform the
duties and exercise the powers of the Secretary.
SECTION 4.09. The Treasurer. The Treasurer shall have the care
and custody of all the funds of the Corporation and shall deposit such funds in
such banks or other depositories as the Board, or any officer or officers, or
any officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds
-7-
of the Corporation under the direction of the Board and the Chief Operating
Officer. He shall keep a full and accurate account of all moneys received and
paid on account of the Corporation and shall render a statement of his accounts
whenever the Board or the Chief Operating Officer shall so request. He shall
perform all other necessary actions and duties in connection with the
administration of the financial affairs of the Corporation and shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation. When required by the Board, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board shall
approve.
SECTION 4.10. Assistant Treasurers. Assistant Treasurers of
the Corporation ("Assistant Treasurers"), if any, in order of their seniority or
in any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
ARTICLE V
CHECKS, DRAFTS, NOTES, AND PROXIES
SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and
other orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.
SECTION 5.02. Execution of Proxies. The Chief Operating
Officer, or, in his absence or disability, any Vice President, may authorize,
from time to time, the execution and issuance of proxies to vote shares of stock
or other securities of other corporations held of record by the Corporation and
the execution of consents to action taken or to be taken by any such
corporation. All such proxies and consents, unless otherwise authorized by the
Board, shall be signed in the name of the Corporation by the Chief Operating
Officer or any Vice President
ARTICLE VI
SHARES AND TRANSFERS OF SHARES
SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the Chief Operating Officer
or any Vice President and by the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. If such a certificate is manually signed
by one such officer, any other signature on the certificate may be a facsimile.
In the event any such officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to hold such office or to be
employed by the Corporation before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if such officer had
held such office on the date of issue.
-8-
SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the Shares evidenced by
each certificate evidencing Shares issued by the Corporation, the number of
Shares evidenced by each such certificate, the date of issuance thereof and, in
the case of cancellation, the date of cancellation. Except as otherwise
expressly required by law, the person in whose name Shares stand on the stock
ledger of the Corporation shall be deemed the owner and recordholder thereof for
all purposes.
SECTION 6.03. Transfers of Shares. Registration of transfers
of Shares shall be made only in the stock ledger of the Corporation upon request
of the registered holder of such shares, or of his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.
SECTION 6.04. Addresses of Stockholders. Each Stockholder
shall designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.
SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the Board may, in its discretion,
require the recordholder of the Shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 6.06. Regulations. The Board may make such other rules
and regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.
SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to, or to dissent from, corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other such action. A determination of the
Stockholders entitled to notice of or to vote at a meeting of Stockholders shall
apply to any
-9-
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
ARTICLE VII
SEAL
SECTION 7.01. Seal. The Board may approve and adopt a
corporate seal, which shall be in the form of a circle and shall bear the full
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware".
ARTICLE VIII
FISCAL YEAR
SECTION 8.01. Fiscal Year. The fiscal year of the Corporation
shall end on the thirty-first day of December of each year unless changed by
resolution of the Board.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
SECTION 9.01. Indemnification. (a) The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and
-10-
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 9.01(a) and (b)
of these By-laws, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under Section 9.01(a) and (b) of
these By-laws (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 9.01(a) and
(b) of these By-laws. Such determination shall be made (i) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders of the
Corporation.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation pursuant to this Article IX. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, other Sections of this Article IX shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any law, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office.
(g) For purposes of this Article IX, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as
-11-
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article IX with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(h) For purposes of this Article IX, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.
(i) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article IX shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 9.02. Insurance for Indemnification. The Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law.
ARTICLE X
AMENDMENTS
SECTION 10.01. Amendments. Any By-law (including these
By-laws) may be adopted, amended or repealed by the vote of the recordholders of
a majority of the Shares then entitled to vote at an election of Directors or by
written consent of Stockholders pursuant to Section 2.09 hereof, or by vote of
the Board or by a written consent of Directors pursuant to Section 3.08 hereof.
-12-
RIDEFILM CORPORATION
Unanimous Written Consent of Directors
Pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware
The undersigned, being all the directors of RIDEFILM CORPORATION, a
Delaware corporation (the "Company"), pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, DO HEREBY CONSENT to the adoption of,
and DO HEREBY ADOPT, the following resolutions, and do hereby direct that this
Consent to Action Without a Meeting be filed with the minutes of the proceedings
of the Board of Directors of the Company:
RESOLVED, that the resignation of Xxxxxxx X. Xxxxxxxx
from the positions of Chairman and Chief Executive Officer of
the Company, President of the Company and Director of the
Company, be, and it hereby is, accepted.
RESOLVED, that, pursuant to Section 3.02 of the
By-laws of the Company, the number of Directors be, and it
hereby is, decreased to two.
RESOLVED, that Christian Jorg be, and he hereby is,
elected to serve in the office of Chief Operating Officer of
the Company, to hold such office until his successor is duly
elected and qualified or until his earlier resignation or
removal.
RESOLVED, that the By-laws of the Company be, and
they hereby are, amended to read in their entirety as set
forth in Exhibit A attached hereto.
RESOLVED, that the officers of the Company be, and
each of them hereby is, authorized, empowered and directed,
for and on behalf of the Company, to take any and all actions,
to negotiate for and enter into agreements and amendments to
agreements, to perform all such acts and things, to execute,
file, deliver or record in the name and on behalf of the
Company, all such certificates, instruments, agreements or
other documents, and to make all such payments as they, in
their judgment, or in the judgment of any one or more of them,
may deem necessary, advisable or appropriate in order to carry
out the purpose and intent of, or consummate the transactions
contemplated by, the foregoing resolutions and/or all of the
transactions contemplated therein or thereby, the
authorization therefor to be conclusively evidenced by the
taking of such action or the execution and delivery of such
certificates, instruments, agreements or documents.
-13-
This Consent may be executed in one or more counterparts.
The Secretary of the Company is hereby directed to file a
signed copy of this Consent in the minute book of the Company.
DATED: As of March 1, 1997.
/s/ Xxxxxxx X. Xxxxxxxx
______________________________
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
______________________________
Xxxxxxx X. Xxxxxxx
-14-
CONSENT OF THE DIRECTORS
OF
RIDEFILM CORPORATION
THE UNDERSIGNED, being all of the directors of Ridefilm
Corporation, a Delaware corporation (the "Corporation"), do hereby consent to
and adopt the following resolutions pursuant to Section 141(f) of the Delaware
General Corporation Law:
WHEREAS, the Board of Directors desires to amend the
Corporation's By-laws regarding the execution of
instruments; and
WHEREAS, such amendment has been deemed to be
advisable and in the best interests of the
Corporation.
NOW, THEREFORE, BE IT RESOLVED, that a new Section
7.7 shall be added to the Corporation's By-laws to
read in its entirety as follows:
"SECTION 5.03. Execution of Instruments.
Contracts, documents or instruments in writing
requiring the signature of the Corporation may be
signed by:
(a) any two officers;
(b) any two directors; or
(c) any one officer together with any one
director;
and all contracts, documents and instruments in
writing so signed shall be binding upon the
Corporation without any further authorization or
formality. The Board of Directors shall have power
from time to time to appoint any person or persons,
on behalf of the Corporation either to sign
contracts, documents and instruments in writing
generally or to sign specific contracts, documents or
instruments in writing.
The corporate seal of the Corporation, if
any, may be affixed to contracts, documents and
instruments in writing signed as aforesaid or by any
person or persons appointed as aforesaid by the Board
of Directors but any such contract, document or
instrument is not invalid merely because the
corporate seal, if any, is not affixed thereto.
-15-
The term "contracts, documents or
instruments in writing" as used in this by-law shall
include deeds, mortgages, hypothecs, charges,
conveyances, transfers and assignments of property
real or personal, immovable or movable, agreements,
releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers
and assignments of shares, share warrants, stocks,
bonds debentures or other securities and all paper
writings.
In particular without limiting the generality of the
foregoing
(a) any two officers;
(b) any two directors; or
(c) any one officer together with any one
director;
shall have authority to sell, assign, transfer,
exchange, convert or convey any and all shares,
stocks, bonds, debentures, rights, warrants or other
securities owned by or registered in the name of the
Corporation and to sign and execute (under the seal
of the Corporation or otherwise) all assignments,
transfers, conveyances, powers of attorney and other
instruments that may be necessary for the purpose of
selling, assigning, transferring, exchanging,
converting or conveying any such shares, stocks,
bonds, debentures, rights, warrants or other
securities.
The signature or signatures of any officer
or officers, or any director or directors of the
Corporation and/or of any other person or persons,
appointed as aforesaid by the Board of Directors may,
if specifically authorized by the Board of Directors,
be printed, engraved, lithographed or otherwise
mechanically reproduced upon any contracts, documents
or instruments in writing or bonds, debentures or
other securities of the Corporation executed or
issued by or on behalf of the Corporation and all
contracts, documents or instruments in writing or
bonds, debentures or other securities of the
Corporation on which the signature or signatures of
any one or more of the foregoing officers or
directors or the officers or persons authorized as
aforesaid shall be so reproduced pursuant to such
authorization, by the Board of Directors shall be
deemed to have been manually signed by each such
officer, director or person whose signature is so
reproduced and shall be as valid to all intents and
purposes as if they had been signed manually and
notwithstanding that any such
-16-
officer, director or person whose signature is so
reproduced may have ceased to hold office at the date
of the delivery or issue of such contracts, documents
or instruments in writing or bonds, debentures or
other securities of the Corporation."
RESOLVED, FURTHER, that the officers of this
Corporation be, and they hereby are, authorized and
directed to take any such further action as may be
deemed necessary or advisable in order to carry out
the purpose and intent of the foregoing resolutions.
RESOLVED, FURTHER, that the Secretary of the
Corporation shall file this Consent with the minutes
of the proceedings of the Board of Directors.
IN WITNESS WHEREOF, the undersigned directors of this
Corporation have executed this Consent on June 30, 1997.
/s/ Xxxxxxx X. Xxxxxxxx
________________________________
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
________________________________
Xxxxxxx X. Xxxxxxx
-17-
