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Title: |
Bylaws [Amended 2000] |
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Date: |
2000 |
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Preview shows 14KB of 89KB total |
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$53 |
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#279369 |
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BYLAWS
OF
LYNX THERAPEUTICS, INC.
(a Delaware corporation)
As amended March 16, 2000
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
Offices
Section 1. Registered Office................................................. 1
Section 2. Other Offices..................................................... 1
ARTICLE II
Corporate Seal
Section 3. Corporate Seal.................................................... 1
ARTICLE III
Stockholders' Meetings
Section 4. Place of Meetings................................................. 1
Section 5. Annual Meeting.................................................... 1
Section 6. Special Meetings.................................................. 3
Section 7. Notice of Meetings................................................ 3
Section 8. Quorum............................................................ 4
Section 9. Adjournment and Notice of Adjourned Meetings...................... 4
Section 10. Voting Rights..................................................... 4
Section 11. Beneficial Owners of Stock........................................ 5
Section 12. List of Stockholders.............................................. 5
Section 13. Action without Meeting............................................ 6
Section 14. Organization...................................................... 6
ARTICLE IV
Directors
Section 15. Number and Term of Office......................................... 7
Section 16. Powers............................................................ 7
Section 17. Vacancies......................................................... 7
Section 18. Resignation....................................................... 7
Section 19. Removal........................................................... 8
Section 20. Meetings.......................................................... 8
Section 21. Quorum and Voting................................................. 9
Section 22. Action without Meeting............................................ 9
Section 23. Fees and Compensation............................................. 9
{/TABLE}
2
{PAGE} 3
{TABLE}
{S} {C} {C}
Section 24. Committees........................................................10
Section 25. Organization......................................................11
ARTICLE V
Officers
Section 26. Officers Designated...............................................11
Section 27. Tenure and Duties of Officers.....................................11
Section 28. Delegation of Authority...........................................13
Section 29. Resignations......................................................13
Section 30. Removal...........................................................13
ARTICLE VI
Execution of Corporate Instruments and Voting
of Securities Owned by the Corporation
Section 31. Execution of Corporate Instruments................................13
Section 32. Voting of Securities Owned by the Corporation.....................14
ARTICLE VII
Shares of Stock
Section 33. Form and Execution of Certificates................................14
Section 34. Lost Certificates.................................................15
Section 35. Transfers.........................................................15
Section 36. Fixing Record Dates...............................................15
Section 37. Registered Stockholders...........................................16
ARTICLE VIII
Other Securities of the Corporation
Section 38. Execution of Other Securities......................................16
ARTICLE IX
Dividends
Section 39. Declaration of Dividends..........................................17
Section 40. Dividend Reserve..................................................17
ARTICLE X
Fiscal Year
Section 41. Fiscal Year.......................................................17
{/TABLE}
3
{PAGE} 4
{TABLE}
{S} {C} {C}
ARTICLE XI
Indemnification
Section 42. Indemnification of Directors, Officers, Employees and Other Agen..17
ARTICLE XII
Notices
Section 43. Notices...........................................................21
ARTICLE XIII
Amendments
Section 44. Amendments........................................................23
ARTICLE XIV
Restrictions on Transfer
Section 45. Restrictions on Transfer..........................................23
ARTICLE XV
Loans to Officers
Section 46. Loans to Officers.................................................25
ARTICLE XVI
Miscellaneous
Section 47. Annual Report.....................................................25
{/TABLE}
4
{PAGE} 5
BYLAWS
OF
LYNX THERAPEUTICS, INC.
(a Delaware Corporation)
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the Corporation in
the State of Delaware shall be in the City of Dover, County of Kent. (Del. Code
Ann., tit. 8, ss. 131)
Section 2. Other Offices. The Corporation shall also have and maintain an
office or principal place of business in Foster City, California, at such place
as may be fixed by the Board of Directors, and may also have offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require. (Del. Code Ann., tit. 8, ss. 122(8))
ARTICLE II
Corporate Seal
Section 3. Corporate Seal. The corporate seal shall consist of a die
bearing the name of the Corporation and the inscription "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. (Del. Code Ann., tit. 8, ss.
122(3))
ARTICLE III
Stockholders' Meetings
Section 4. Place of Meetings. Meetings of the stockholders of the
Corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the Corporation required to be
maintained pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, ss. 211(a))
Section 5. Annual Meeting. (a) The annual meeting of the stockholders of
the Corporation, for the purpose of election of Directors and for such other
business as may lawfully come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors. (Del.
Code Ann., tit. 8, ss. 211(b))
1
{PAGE} 6
(b) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than one hundred twenty
(120) calendar days in advance of the date of the Corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of
1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted. (Del. Code Ann., tit. 8: ss. 211(b))
(c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote in the
election of Directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation in accordance with the provisions
of paragraph (b) of this Section 5. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a Director: (A) the name, age, business address and
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