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Exhibit 3.3.3
BY-LAWS
OF
GRIFOLS BIOLOGICALS INC.,
a Delaware company
ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE.—The registered office shall be established and maintained as
determined by the Board of Directors from time to time.
SECTION 2. OTHER OFFICES.—The corporation may have other offices, either within or without
the State of Delaware, at such place or places as the Board of Directors may from time to time
appoint or the business of the corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and
for such other business as may be stated in the notice of the meeting, shall be held at such place,
either within or without the State of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and as set forth in the notice of the meeting.
If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held
on the next succeeding business day. At each annual meeting, the stockholders entitled to vote
shall elect a Board of Directors and they may transact such other corporate business as shall be
stated in the notice of the meeting.
SECTION 2. OTHER MEETINGS.—Meetings of stockholders for any purpose other than the election
of directors may be held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting.
SECTION 3. VOTING.—Each stockholder entitled to vote in accordance with the terms of the
Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be
voted after three years from its date unless such proxy provides for a longer period. Upon the
demand of any stockholder, the vote for directors and the vote upon any question before the
meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided by the Certificate
of Incorporation or the laws of the State of Delaware.
A complete list of the stockholders entitled to vote at the ensuing election, arranged in
alphabetical order, with the address of each, and the number of shares held by each, shall be open
to the examination of any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION 4. QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or
by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the
stock of the corporation entitled to vote shall constitute a quorum at all meetings of the
stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until the
requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which
the requisite amount of stock entitled to vote shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed; but only those stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof.
SECTION 5. SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes
maybe called by the President or Secretary, or by resolution of the directors or by vote of the
stockholders holding twenty five (25) percent or more of the outstanding stock of the corporation.
SECTION 6. NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the
meeting, and the general nature of the business to be considered, shall be given to each
stockholder entitled to vote thereat at his address as it appears on the records of the
corporation, not less than ten nor more than sixty days before the date of the meeting. No business
other than that stated in the notice shall be transacted at any meeting without the unanimous
consent of all the stockholders entitled to vote thereat.
SECTION
7. ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of
Incorporation, any action required to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting, 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 holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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ARTICLE III.
DIRECTORS
SECTION 1. NUMBER AND TERM.—The number of directors constituting the Board of Directors shall
be not more than nine nor less than one, as fixed from time to time by action of the stockholders
or the Board of Directors. The directors shall be elected at the annual meeting of the stockholders
and each director shall be elected to serve until his or her successor shall be elected and shall
qualify. Directors need not be stockholders.
SECTION 2. RESIGNATIONS.—Any director, member of a committee or other officer may resign at
any time. Such resignation shall be made in writing, and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES.—If the office of any director, member of a committee or other officer
becomes vacant, the remaining directors in office, though less than a quorum by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term
and until his successor shall be duly chosen provided, however, that if there are no directors then
in office due to such a vacancy, the stockholders may elect a successor who shall hold office for
the unexpired term and until his successor shall be elected and qualified.
SECTION 4. REMOVAL.—Except as hereinafter provided, any director or directors may be removed
either for or without cause at any time by the affirmative vote of the holders of a majority of all
the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders
called for the purpose and the vacancies thus created may be filled, at the meeting held for the
purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled
to vote.
Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of
a director who is a member of a classified Board of Directors only for cause. If the Certificate of
Incorporation provides for cumulative voting and if less than the entire board is to be removed, no
director may be removed without cause if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire board of directors, or, if there
be classes of directors, at an election of the class of directors of which he is a part.
If the holders of any class or series are entitled to elect one or more directors by the
provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the
removal without cause of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class or series and not to the vote of the outstanding shares as a
whole.
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SECTION
5. INCREASE OF NUMBER.—The number of directors may be increased by amendment of
these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum,
or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or
at a special meeting called for that purpose, and by like vote the additional directors may be
chosen at such meeting to hold office until the next annual election and until their successors are
elected and qualify.
SECTION 6. POWERS.—The Board of Directors shall exercise all of the powers of the corporation
except such as are by law, or by the Certificate of Incorporation of the corporation or by these
By-Laws conferred upon or reserved to the stockholders.
SECTION 7. COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a
majority of the whole board, designate one or more committees, each committee to consist of one or
more of the directors of the corporation. 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 the committee. In the absence or disqualification of any member of such committee or
committees, 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 member of the Board
of Directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of Directors, or in
these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors
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; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation’s property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the
corporation; and, unless the resolution, these By-Laws or the Certificate of Incorporation
expressly so provide, no such committee shall have the power or authority to declare a dividend or
to authorize the issuance of stock.
SECTION 8. MEETINGS.—The newly elected directors may hold their first meeting for the purpose
of organization and the transaction of business, if a quorum be present, immediately after the
annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent
in writing of all the directors.
Regular meetings of the directors may be held without notice at such places and times as shall
be determined from time to time by resolution of the directors.
Special meetings of the board may be called by the President or by the Secretary on the
written request of any two directors on at least two days’ notice to each director and shall be held
at such place or places as may be determined by the directors,
or as shall be stated in the call of the meeting.
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Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of
the Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any 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 such participation in a meeting shall constitute presence in person at the meeting.
SECTION 9. QUORUM.—A majority of the directors shall constitute a quorum for the transaction
of business. If at any meeting of the board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting which shall be so
adjourned.
SECTION 10. COMPENSATION.—Directors shall not receive any stated salary for their services as
directors or as members of committees, but by resolution of the board a fixed fee and expenses of
attendance may be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 11. ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any
meting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all members of the board, or of such committee as the case may
be, and such written consent is filed with the minutes of proceedings of the board or committee.
ARTICLE IV.
OFFICERS
SECTION 1. OFFICERS.—The officers of the corporation shall be a President and a Secretary,
both of whom shall be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, a
Treasurer, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as
they may deem proper. None of the officers of the corporation need be directors. The officers shall
be elected at the first meeting of the Board of Directors after each annual meeting. More than two
offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers
and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by the Board of
Directors.
SECTION 3. CHAIRMAN.—The Chairman of the Board of Directors, if one be elected shall preside
at all meetings of the Board of Directors and he shall have
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and perform such other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 4. PRESIDENT.—The President
shall preside at all meetings of the stockholders if
present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at
all meetings of the Board of Directors, and shall have general supervision, direction and control
of the business of the corporation subject to the authorization and control of the Board of
Directors. Except as the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages and other contracts on behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal
shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or
an Assistant Treasurer.
SECTION 5. VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such
duties as shall be assigned to him by the directors.
SECTION 6. TREASURER.—The Treasurer, if any, shall have the custody of the corporate funds and
securities and shall keep full and accurate account of receipts and disbursements in books
belonging to the corporation. He shall deposit all moneys and other valuables in the name and to
the credit of the corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of
Directors, or the President, taking proper vouchers for such disbursements. He shall render to the
President and Board of Directors at the regular meetings of the Board of Directors, or whenever
they may request it, an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the corporation a bond for
the faithful discharge of his duties in such amount and with such surety as the board shall
prescribe.
SECTION 7. SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings
of stockholders and directors, and all other notices required by law or by these By-Laws, and in
case of his absence or refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall record all the proceedings of the
meetings of the corporation and of the directors in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him by the directors or the President. He shall
have custody of the seal of the corporation and shall affix the same to all instruments requiring
it, when authorized by the directors or the President, and attest the same.
SECTION
8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant
Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as
shall be assigned to them, respectively, by the directors.
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ARTICLE V.
MISCELLANEOUS
SECTION
1. CERTIFICATES OF STOCK. — Certificates of stock, signed by the Chairman or Vice
Chairman of the Board of Directors, if they be elected, President or Vice- President,and the
Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to
each stockholder certifying the number of shares owned by him in the corporation. Any or all the
signatures may be facsimiles.
SECTION 2. LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any
certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the
directors may, in their discretion, require the owner of the lost or destroyed certificate, or his
legal representatives, to give the corporation a bond, in such sum as they may direct, not
exceeding double the value of the stock, to indemnify the corporation against any claim that may be
made against it on account of the alleged loss of any such certificate, or the issuance of any such
new certificate.
SECTION 3. TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable
only upon its books by the holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be surrendered to the
corporation by the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they shall be cancelled,
and new certificates shall thereupon be issued. A record shall be made of each transfer and
whenever a transfer shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer.
SECTION 4. STOCKHOLDERS RECORD DATE.—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 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 of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 5. DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the
Board of Directors may, out of funds legally available therefor at any regular or special meeting,
declare dividends upon the capital stock of the corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the corporation available for
dividends, such sum or sums as the directors from time to time in their discretion deem proper for
working capital or as
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a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as
the directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL.—The corporate seal shall be circular in form and shall contain the name of
the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FISCAL YEAR.—The fiscal year of the corporation shall be determined by resolution
of the Board of Directors.
SECTION 8. CHECKS.— All checks, drafts or other orders for the payment of money, notes or
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 of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be
given, personal notice is not meant unless expressly so stated, and any notice so required shall be
deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice whatsoever is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI.
AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the
stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or
By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the
affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the proposed
alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special
meeting.
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I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the By-Laws of, a
Delaware Corporation, as in effect on the date hereof.
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Lee Schauer, Sole Incorporator |
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