EXHIBIT 3.116
AMENDED AND RESTATED BYLAWS
OF
SDG, INC, D/B/A SONOMA DESIGN GROUP,
A CALIFORNIA CORPORATION
(HEREINAFTER, THE "CORPORATION")
ARTICLE I
OFFICES
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Section 1. Principal Executive Office. The principal executive office of
the Corporation shall be in such place as the Board of Directors (the "Board")
shall determine. The Board may change the location of such principal executive
office if it so determines.
Section 2. Other Offices. The Corporation also may have offices (including
branch or subordinate offices) at such other places both within and without the
State of California as the Board may from time to time determine.
ARTICLE II
MEETING OF SHAREHOLDERS
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Section 1. Place of Meetings. Meetings of the shareholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of California, as shall be designated from
time to time by the Board and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meeting of Shareholders shall be
held on such date and at such time as shall be designated from time to time by
the Board and stated in the notice of the meeting, at which meeting the
shareholders shall elect a Board of Directors by a plurality vote, and transact
such other business as may properly be brought before the meeting.
Section 3. Special Meetings. Special Meetings of Shareholders, for any
purpose or purposes, may be called by the President, Secretary or Treasurer, and
shall be called by any such officer at the request in writing of a majority of
the Board. Such request shall state the purpose or purposes of the proposed
meeting.
Section 4. Notice of Meetings. Written notice of an Annual Meeting or
Special Meeting stating the place, date, and hour of the meeting and in the case
of a Special Meeting, the purpose
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or purposes for which the meeting is called, shall be given not less than ten
nor more than sixty days before the date of the meeting to each shareholder
entitled to vote at such meeting.
Section 5. Quorum. Except as otherwise provided by law or by the Articles
of Incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
Section 6. Voting. Any questions brought before any meeting of shareholders
shall be decided by a majority vote of the number of shares entitled to vote,
present in person or represented by proxy. Such votes may be cast in person or
by proxy, but no proxy shall be voted on or after three years from its date,
unless such proxy provides for a longer period.
Section 7. Action by Written Consent. Any action required to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing shall
be signed by the holders of outstanding share 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 shareholders who have not
consented in writing.
ARTICLE III
DIRECTORS
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Section 1. Number and Election of Directors. The number of directors that
shall constitute the Board shall be not less than two nor more than three. The
first Board of Directors shall consist of two directors. Thereafter, within the
limits specified above, the number of directors shall be determined by the Board
or by the shareholders. Except as provided in Section 2 of this Article III,
directors shall be elected by a plurality of the votes cast at Annual Meetings
of Shareholders, and each director so elected shall hold office until the next
Annual Meeting and until his successor is duly elected and qualified, or until
his earlier resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority vote of all directors then in office, or by a sole remaining director,
and the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and qualified, or until their earlier
resignation or removal.
Section 3. Committees. The Board may designate one or more committees,
which committees shall, to the extent provided in the resolution of the Board
establishing such a committee, have all authority and may exercise all the
powers of the Board in the management of
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the business and affairs of the Corporation to the extent lawful under the
General Corporation Law of the State of California.
Section 4. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.
Section 5. Meetings. The Board of the Corporation may hold meetings, both
regular and special, either within or without the State of California. Regular
meetings of the Board may be held without notice at such time and at such place
as may from time to time be determined by the Board. Special meetings of the
Board may be called by the president or any one director with one day's notice
to each director, either personally or by mail, telephone or facsimile
transmission.
Section 6. Quorum; Board Action. Except as may be otherwise specifically
provided by law, the Articles of Incorporation or these Bylaws, at all meetings
of the Board, a majority of the entire Board of Directors shall constitute a
quorum for the transaction of business, and the act of a majority of the entire
Board of Directors shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 7. Actions of Board. Unless otherwise provided by the Articles of
Incorporation or these Bylaws, 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, if all the members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 8. Compensation. The Corporation shall reimburse the reasonable
expenses incurred by members of the Board in connection with attendance at
meetings of the Board and of any committee on which such member serves;
provided, that the foregoing shall not preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 9. Removal. Unless otherwise restricted by the Articles of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
OFFICERS
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The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer and such other additional officers with such titles as the Board
shall determine, all of whom shall be chosen by and shall serve at the pleasure
of the Board. Such officers shall have the usual powers and shall perform all
the usual duties incident to their respective offices. All officers shall be
subject to the supervision and direction of the Board. The authority, duties or
responsibilities of
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any officer of the Corporation may be suspended by the President with or without
cause. Any officer elected or appointed by the Board may be removed by the Board
with or without cause.
ARTICLE V
NOTICES
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Section 1. Notices. Whenever written notice is required by law, the
Articles of Incorporation or these Bylaws, to be given to any director, member
of a committee or shareholder, such notice may be given by mail, addressed to
such director, member of a committee or shareholder, at his address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, electronic mail, facsimile or cable.
Section 2. Waivers of Notice. Whenever any notice is required by law, the
Articles of Incorporation or these Bylaws, to be given to any director, member
of a committee or shareholder, a waiver thereof in writing, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE VI
GENERAL PROVISIONS
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Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, may be declared by
the Board at any regular or special meeting, and may be paid in cash, in
property, or in shares of the capital stock. Before payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board may modify or abolish any
such reserve.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board.
Section 3. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, California". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
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ARTICLE VII
INDEMNIFICATION
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Section 1. Indemnification of Officers and Directors.
(a) Indemnification. Each person who was or is a party or is threatened
to be made a party or is otherwise involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (a "proceeding"), by
reason of being or having been a director or officer of the Corporation, or of
any predecessor corporation, or being or having been a director or officer
serving at the request of the Corporation as a director, officer, employee, or
other agent of another corporation, partnership, joint venture, trust, or other
enterprise (including service with respect to corporation-sponsored employee
benefit plans), whether the basis of the proceeding is alleged action or
inaction in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, shall, subject to the terms of
any agreement between the Corporation and that person, be indemnified and held
harmless by the Corporation to the fullest extent permissible under California
law and the Articles of Incorporation, against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid in settlement) actually and reasonably incurred or suffered by
that person in connection therewith, except that amounts shall be payable in
settlement of a proceeding only if the settlement is approved in writing by the
Corporation. This indemnification shall continue as to a person who has ceased
to be a director or officer for acts performed while a director or officer and
shall inure to the benefit of his or her heirs, executors, and administrators.
Notwithstanding the foregoing, the Corporation shall indemnify any such person
in connection with a proceeding (or part thereof) initiated by that person only
if the proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Article VII shall include the right to be paid
by any proceeding in advance of final disposition to the fullest extent
permitted by law, except that payment under this Article VII of such expenses in
advance of the final disposition of a proceeding shall be conditioned upon
delivery to the Corporation of a written request for such payment and of an
undertaking by or on behalf of the director or officer to repay all amounts so
advanced if it shall be ultimately determined that the director or officer is
not entitled to be indemnified.
(b) Exclusions. Notwithstanding the foregoing or any other provisions
under this Article VII, the Corporation shall not be liable under this Article
VII to indemnify a director or officer against expenses, liabilities, or losses
incurred or suffered in connection with, or to make any advances with respect
to, any proceeding against a director or officer: (i) as to which the
Corporation is prohibited by applicable law from paying an indemnity; (ii) with
respect to expenses of defense or investigation, if the expenses were or are
incurred without the Corporation's consent (which consent may not be
unreasonably withheld); (iii) for which final payment is actually made to the
director or officer under an insurance policy maintained by the Corporation,
except in respect of any excess beyond the amount of payment under the policy;
(iv) for which payment is actually made to the director or officer under an
indemnity by the Corporation otherwise than pursuant to this Article VII, except
in respect of any excess beyond the amount of payment under that indemnity; (v)
based upon or attributable to the director or officer gaining in fact any
personal profit or advantage to which not legally entitled; (vi) for an
accounting of profits made from the purchase or sale by the director or officer
of securities of the
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Corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state, or local statutory law; or (vii) based upon acts or omissions
involving intentional misconduct or a knowing and culpable violation of law.
Section 2. Indemnification of Employees and Agents. A person who was or is
a party or is threatened to be made a party to or is involved in any proceeding
by reason of being or having been an employee or agent of the Corporation or
being or having been an employee or agent of the Corporation serving at the
request of the corporation as an employee or agent of another enterprise,
including service with respect to Corporation-sponsored employee benefit plans,
whether the basis of such action is alleged action or inaction in an official
capacity or in any other capacity while serving as an employee or agent, may,
upon appropriate action by the Corporation and subject to the terms of any
agreement between the Corporation and that person, be indemnified and held
harmless by the Corporation up to the fullest extent permitted by California law
and the Articles of Incorporation, against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by that person in connection therewith.
Section 3. Right of Directors and Officers to Bring Suit. If a claim under
Section 1 of this Article VII is not paid by the Corporation or on its behalf
within 90 days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim, and, if successful in whole or in part,
the claimant also shall be entitled to be paid the expense of prosecuting the
claim.
Section 4. Successful Defense. Notwithstanding any other provision of this
Article VII, to the extent that a director or officer has been successful on the
merits or otherwise (including the dismissal of a proceeding without prejudice
or the settlement with the written consent of the Corporation of a proceeding
without admission of liability), in defense of any proceeding referred to in
Section 1 or in defense of any claim, issue, or matter therein, that director or
officer shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith.
Section 5. Indemnity Agreements. The Corporation may enter into agreements
with any director, officer, employee, or agent of the Corporation providing for
indemnification to the fullest extent permissible under applicable law and the
Articles of Incorporation.
Section 6. Subrogation. In the event of payment by the Corporation of a
claim under Section 1 or Section 2 of this Article VII, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
indemnified person, who shall execute all papers required and shall do
everything that may be necessary or appropriate to secure such rights, including
the execution of such documents necessary or appropriate to enable the
Corporation effectively to bring suit to enforce such rights.
Section 7. Nonexclusivity of Rights. The right to indemnification provided
by this Article VII shall not be exclusive of any other right which any person
may have or hereafter
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acquire under any statute, bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.
Section 8. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
Corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify that person against such expense,
liability, or loss under California law.
Section 9. Expenses as a Witness. To the extent that any director, officer,
or employee of the Corporation is by reason of that position a witness in any
action, suit, or proceeding, he or she will be indemnified against all costs and
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.
Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This
Article VII does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
Corporation. The Corporation shall have power to indemnify that trustee,
investment manager, or other fiduciary to the extent permitted by Corporations
Code Section 207(f) .
Section 11. Separability. Each and every paragraph, sentence, term, and
provision of this Article VII is separate and distinct so that if any paragraph,
sentence, term, or provision shall be held to be invalid or unenforceable for
any reason, its invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term, or provision of this
Article VII. To the extent required, any paragraph, sentence, term, or provision
of this Article VII may be modified by a court of competent jurisdiction to
preserve its validity and to provide the claimant with, subject to the
limitations set forth in this Article VII and any agreement between the
Corporation and the claimant, the broadest possible indemnification permitted
under applicable law.
Section 12. Effect of Repeal or Modification. No repeal or modification of
this Article VII shall adversely affect any right of indemnification of a
director, officer, employee, or agent of the Corporation existing at the time of
the repeal or modification with respect to any action or omission occurring
prior to such repeal or modification.
ARTICLE VIII
AMENDMENTS
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Section 1. Amending and Repealing. These Bylaws may be altered, amended or
repealed, in whole or in part, or new Bylaws may be adopted by the majority vote
of the entire Board of Directors.
Section 2. Entire Board of Directors. As used in this Article VIII and in
these Bylaws generally, the term "entire Board of Directors" means the total
number of the directors which the Corporation would have if there were no
vacancies.
