ARTICLE 1 | ||||||
OFFICES | ||||||
1.1 | Registered Office | 1 | ||||
1.2 | Other Offices | 1 | ||||
ARTICLE 2 | ||||||
STOCKHOLDERS | ||||||
2.1 | Place of Meetings | 1 | ||||
2.2 | Quorum; Adjournment of Meetings | 1 | ||||
2.3 | Annual Meetings | 2 | ||||
2.4 | Special Meetings | 2 | ||||
2.5 | Record Date | 2 | ||||
2.6 | Notice of Stockholder Meetings | 3 | ||||
2.7 | Advance Notice of Stockholder Nominee for Director and other Stockholder Proposals | 3 | ||||
2.8 | Manner of Giving Notice; Affidavit of Notice | 5 | ||||
2.9 | Stock List | 6 | ||||
2.10 | Proxies | 6 | ||||
2.11 | Voting; Elections; Inspectors | 7 | ||||
2.12 | Conduct of Meetings | 7 | ||||
2.13 | Treasury Stock | 8 | ||||
2.14 | No Stockholder Action by Written Consent | 8 | ||||
2.15 | Meetings by Remote Communication | 8 | ||||
ARTICLE 3 | ||||||
BOARD OF DIRECTORS | ||||||
3.1 | Power; Number; Term of Office | 8 | ||||
3.2 | Quorum | 9 | ||||
3.3 | Place of Meetings; Order of Business | 9 | ||||
3.4 | First Meeting | 9 | ||||
3.5 | Regular Meetings | 9 | ||||
3.6 | Special Meetings | 9 | ||||
3.7 | Removal | 10 | ||||
3.8 | Vacancies; Increases in the Number of Directors | 10 | ||||
3.9 | Compensation | 10 | ||||
3.10 | Action Without a Meeting; Telephone Conference Meeting | 10 | ||||
3.11 | Approval or Ratification of Acts or Contracts by Stockholders | 11 | ||||
ARTICLE 4 | ||||||
COMMITTEES | ||||||
4.1 | Designation; Powers | 11 | ||||
4.2 | Procedure; Meetings; Quorum | 11 | ||||
4.3 | Substitution of Members | 12 | ||||
ARTICLE 5 | ||||||
OFFICERS | ||||||
5.1 | Number, Titles and Term of Office | 12 | ||||
5.2 | Salaries | 12 | ||||
5.3 | Removal | 12 | ||||
5.4 | Vacancies | 12 | ||||
5.5 | Powers and Duties of the Chief Executive Officer | 12 |
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5.6 | Powers and Duties of the Chairman of the Board | 13 | ||||
5.7 | Powers and Duties of the President | 13 | ||||
5.8 | Vice Presidents | 13 | ||||
5.9 | Treasurer | 13 | ||||
5.10 | Assistant Treasurers | 13 | ||||
5.11 | Secretary | 13 | ||||
5.12 | Assistant Secretaries | 14 | ||||
5.13 | Action with Respect to Securities of Other Corporations | 14 | ||||
ARTICLE 6 | ||||||
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS | ||||||
6.1 | Right to Indemnification | 14 | ||||
6.2 | Indemnification of Employees and Agents | 15 | ||||
6.3 | Right of Claimant to Bring Suit | 15 | ||||
6.4 | Nonexclusivity of Rights | 15 | ||||
6.5 | Insurance | 16 | ||||
6.6 | Savings Clause | 16 | ||||
6.7 | Definitions | 16 | ||||
ARTICLE 7 | ||||||
CAPITAL STOCK | ||||||
7.1 | Certificates of Stock | 16 | ||||
7.2 | Transfer of Shares | 17 | ||||
7.3 | Ownership of Shares | 17 | ||||
7.4 | Regulations Regarding Certificates | 17 | ||||
7.5 | Lost or Destroyed Certificates | 17 | ||||
ARTICLE 8 | ||||||
MISCELLANEOUS PROVISIONS | ||||||
8.1 | Fiscal Year | 17 | ||||
8.2 | Corporate Seal | 17 | ||||
8.3 | Notice and Waiver of Notice | 18 | ||||
8.4 | Resignations | 18 | ||||
8.5 | Facsimile Signatures | 18 | ||||
8.6 | Reliance upon Books, Reports and Records | 18 | ||||
8.7 | Electronic Transmission | 18 | ||||
ARTICLE 9 | ||||||
AMENDMENTS | ||||||
9.1 | Amendment of Bylaws | 19 |
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(the “Corporation”)
OFFICES
STOCKHOLDERS
Cardtronics, Inc.
Second Amended and Restated Bylaws
1
Cardtronics, Inc.
Second Amended and Restated Bylaws
2
Cardtronics, Inc.
Second Amended and Restated Bylaws
3
Cardtronics, Inc.
Second Amended and Restated Bylaws
4
Cardtronics, Inc.
Second Amended and Restated Bylaws
5
Cardtronics, Inc.
Second Amended and Restated Bylaws
6
(a) | Calling of meeting to order. | ||
(b) | Election of a chairman and the appointment of a secretary if necessary. | ||
(c) | Presentation of proof of the due calling of the meeting. |
Cardtronics, Inc.
Second Amended and Restated Bylaws
7
(d) | Presentation and examination of proxies and determination of a quorum. | ||
(e) | Reading and settlement of the minutes of the previous meeting. | ||
(f) | Reports of officers and committees. | ||
(g) | The election of directors if an annual meeting, or a meeting called for that purpose. | ||
(h) | Unfinished business. | ||
(i) | New business. | ||
(j) | Adjournment. |
BOARD OF DIRECTORS
Cardtronics, Inc.
Second Amended and Restated Bylaws
8
Cardtronics, Inc.
Second Amended and Restated Bylaws
9
Cardtronics, Inc.
Second Amended and Restated Bylaws
10
COMMITTEES
Cardtronics, Inc.
Second Amended and Restated Bylaws
11
OFFICERS
Cardtronics, Inc.
Second Amended and Restated Bylaws
12
Cardtronics, Inc.
Second Amended and Restated Bylaws
13
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Cardtronics, Inc.
Second Amended and Restated Bylaws
14
Cardtronics, Inc.
Second Amended and Restated Bylaws
15
CAPITAL STOCK
Cardtronics, Inc.
Second Amended and Restated Bylaws
16
MISCELLANEOUS PROVISIONS
Cardtronics, Inc.
Second Amended and Restated Bylaws
17
Cardtronics, Inc.
Second Amended and Restated Bylaws
18
AMENDMENTS
Cardtronics, Inc.
Second Amended and Restated Bylaws
19