EXHIBIT 3.12
REGULATIONS
OF
CSA SERVICES INC.
Table of Contents
Page
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ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting...................................................1
Section 2. Special Meetings.................................................1
Section 3. Place of Meetings................................................2
Section 4. Notice of Meetings...............................................2
Section 5. Shareholders Entitled to Notice and to Vote......................2
Section 6. Inspectors of Election; List of Shareholders.....................3
Section 7. Quorum...........................................................3
Section 8. Voting...........................................................3
Section 9. Reports to Shareholders..........................................4
Section 10. Action Without a Meeting.........................................4
Section 11. Chairman of Meeting..............................................4
ARTICLE II
DIRECTORS
Section 1. Election, Number and Term of Office..............................4
Section 2. Meetings.........................................................5
Section 3. Quorum and Voting................................................5
Section 4. Action Without a Meeting.........................................6
Section 5. Committees.......................................................6
ARTICLE III
OFFICERS
Section 1. Officers.........................................................7
Section 2. Authority and Duties of Officers.................................7
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ARTICLE IV
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification..................................................8
Section 2. Insurance........................................................8
Section 3. Agreements.......................................................9
ARTICLE V
MISCELLANEOUS
Section 1. Transfer and Registration of Certificates........................9
Section 2. Substituted Certificates.........................................9
Section 3. Voting of Shares Held by the Company............................10
Section 4. Amendments......................................................10
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REGULATIONS
OF
CSA SERVICES INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting.
The annual meeting of shareholders shall be held at 9:00 AM, or at such
other hour as may be designated in the notice of said meeting, on the first
Monday in May in each year, if not a legal holiday, and if a legal holiday, then
on the next day not a legal holiday, for the election of Directors and the
consideration of reports to be laid before such meeting. Upon due notice, there
may also be considered and acted upon at an annual meeting any matter which
could properly be considered and acted upon at a special meeting, in which case
and for which purpose the annual meeting shall also be considered as, and shall
be, a special meeting. When the annual meeting is not held or Directors are not
elected thereat, they may be elected at a special meeting called for that
purpose.
Section 2. Special Meetings.
Special meetings of shareholders may be called by (i) the Chairman of the
Board or the President or a Vice President, (ii) the Directors by action at a
meeting, or by a majority of the Directors acting without a meeting, or (iii)
the person or persons who hold not less than 50% percent of all shares
outstanding and entitled to be voted at said meeting.
Upon request in writing delivered either in person or by registered mail to
the President or Secretary by any person or persons entitled to call a meeting
of shareholders, such officer
shall forthwith cause to be given, to the shareholders entitled thereto, notice
of a meeting to be held not less than seven nor more than 60 days after the
receipt of such request, as such officer shall fix. If such notice is not given
within 20 days after the delivery or mailing of such request, the person or
persons calling the meeting may fix the time of the meeting and give, or cause
to be given, notice in the manner hereinafter provided.
Section 3. Place of Meetings.
Any meeting of shareholders may be held either at the principal office of
the Company or at such other place within or without the State of Ohio as may be
designated in the notice of said meeting.
Section 4. Notice of Meetings.
Not more than 60 days nor less than seven days before the date fixed for a
meeting of shareholders, whether annual or special, written notice of the time,
place and purposes of such meeting shall be given by or at the direction of the
President, a Vice President, the Secretary or an Assistant Secretary. Such
notice shall be given either by personal delivery or by mail to each shareholder
of record entitled to notice of such meeting. If such notice is mailed, it shall
be addressed to the shareholders at their respective addresses as they appear on
the records of the Company, and notice shall be deemed to have been given on the
day so mailed. Notice of adjournment of a meeting need not be given if the time
and place to which it is adjourned are fixed and announced at such meeting.
Section 5. Shareholders Entitled to Notice and to Vote.
If a record date shall not be fixed pursuant to statutory authority, the
record date for the determination of shareholders who are entitled to notice of,
or who are entitled to vote at, a meeting of shareholders, shall be the close of
business on the date next preceding the day on
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which notice is given, or the close of business on the date next preceding the
day on which the meeting is held, as the case may be.
Section 6. Inspectors of Election; List of Shareholders.
Inspectors of election may be appointed to act at any meeting of
shareholders in accordance with the Ohio Revised Code.
At any meeting of shareholders, an alphabetically arranged list, or
classified lists, of the shareholders of record as of the applicable record date
who are entitled to vote, showing their respective addresses and the number and
classes of shares held by each, shall be produced on the request of any
shareholder.
Section 7. Quorum.
To constitute a quorum at any meeting of shareholders, there shall be
present in person or by proxy shareholders of record entitled to exercise not
less than a majority of the voting power of the Company in respect of any one of
the purposes for which the meeting is called.
The holders of a majority of the voting power represented in person or by
proxy at a meeting of shareholders, whether or not a quorum be present, may
adjourn the meeting from time to time.
Section 8. Voting.
In all cases, except as otherwise expressly required by statute, the
Articles of Incorporation of the Company or these Regulations, a majority of the
votes cast at a meeting of shareholders shall control. An abstention shall not
represent a vote cast.
Cumulative voting in the election of Directors shall be permitted in
accordance with the Ohio Revised Code.
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Section 9. Reports to Shareholders.
At the annual meeting, or the meeting held in lieu thereof, the officers of
the Company shall lay before the shareholders a financial statement as required
by the Ohio Revised Code.
Section 10. Action Without a Meeting.
Except as otherwise provided in these Regulations, any action which may be
authorized or taken at a meeting of the shareholders may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by, all of the shareholders who would be entitled to notice of a
meeting for such purpose, which writing or writings shall be filed with or
entered upon the records of the Company.
Section 11. Chairman of Meeting.
The chairman of any meeting of shareholders shall be the Chairman of the
Board or, if the Directors have not elected a Chairman of the Board, the
President of the Company. The Chairman of the Board or, if the Directors have
not elected a Chairman of the Board or the Chairman of the Board is unavailable
to do so, the President may appoint any other officer of the Company to act as
chairman of any shareholders' meeting. Notwithstanding the foregoing, the
Directors may appoint any individual to act as chairman of any shareholders'
meeting.
ARTICLE II
DIRECTORS
Section 1. Election, Number and Term of Office.
The Directors shall be elected at the annual meeting of shareholders, or if
not so elected, at a special meeting of shareholders called for that purpose,
and each Director shall hold office until the date fixed by these Regulations
for the next succeeding annual meeting of shareholders and until his successor
is elected, or until his earlier resignation, removal from office or death. At
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any meeting of shareholders at which Directors are to be elected, only persons
nominated as candidates shall be eligible for election.
The number of Directors, which shall not be less than three (unless all of
the shares of the Company are owned of record by one or two shareholders, in
which case the number of Directors may be less than three but not less than the
number of shareholders), may be fixed or changed at a meeting of the
shareholders called for the purpose of electing Directors at which a quorum is
present, by the affirmative vote of the holders of a majority of the shares
represented at the meeting and entitled to vote on such proposal. In case the
shareholders at any meeting for the election of Directors shall fail to fix the
number of Directors to be elected, the number elected shall be deemed to be the
number of Directors so fixed.
Section 2. Meetings.
Regular meetings of the Directors shall be held immediately after the
annual meeting of shareholders and at such other times and places as may be
fixed by the Directors, and such meetings may be held without further notice.
Special meetings of the Directors may be called by the Chairman of the
Board or by the President or by a Vice President or by the Secretary of the
Company, or by not less than one-third of the Directors. Notice of the time and
place of a special meeting shall be served upon or telephoned to each Director
at least 24 hours, or mailed, telegraphed or cabled to each Director at least 48
hours, prior to the time of the meeting.
Section 3. Quorum and Voting.
A majority of the number of Directors then in office (but in no event more
than 51%) shall be necessary to constitute a quorum for the transaction of
business, but if at any meeting of the Directors there shall be less than a
quorum present, a majority of those present may adjourn
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the meeting from time to time without notice other than announcement at the
meeting until a quorum shall attend. In all cases, except as otherwise expressly
required by statute, the Articles of Incorporation of the Company or these
Regulations, the act of a majority of the Directors present at a meeting at
which a quorum is present is the act of the Directors.
Section 4. Action Without a Meeting.
Any action which may be authorized or taken at a meeting of the Directors
may be authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by, all of the Directors, which
writing or writings shall be filed with or entered upon the records of the
Company.
Section 5. Committees.
The Directors may from time to time create a committee or committees of
Directors to act in the intervals between meetings of the Directors and may
delegate to such committee or committees any of the authority of the Directors
other than that of filling vacancies among the Directors or in any committee of
the Directors. No committee shall consist of less than three Directors. The
Directors may appoint one or more Directors as alternate members of any such
committee, who may take the place of any absent member or members at any meeting
of such committee.
In particular, the Directors may create and define the powers and duties of
an Executive Committee. Except as above provided and except to the extent that
its powers are limited by the Directors, the Executive Committee during the
intervals between meetings of the Directors shall possess and may exercise,
subject to the control and direction of the Directors, all of the powers of the
Directors in the management and control of the business of the Company,
regardless of
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whether such powers are specifically conferred by these Regulations. All action
taken by the Executive Committee shall be reported to the Directors at their
first meeting thereafter.
Unless otherwise ordered by the Directors, a majority of the members of any
committee appointed by the Directors pursuant to this section shall constitute a
quorum at any meeting thereof, and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of such committee.
Action may be taken by any such committee without a meeting by a writing or
writings signed by all of its members. Any such committee shall prescribe its
own rules for calling and holding meetings and its method of procedure, subject
to any rules prescribed by the Directors, and shall keep a written record of all
action taken by it.
ARTICLE III
OFFICERS
Section 1. Officers.
The Company may have a Chairman of the Board (who shall be a Director) and
shall have a President, a Secretary and a Treasurer. The Company may also have
one or more Vice Presidents and such other officers and assistant officers as
the Directors may deem necessary. All of the officers and assistant officers
shall be elected by the Directors.
Section 2. Authority and Duties of Officers.
The officers of the Company shall have such authority and shall perform
such duties as are customarily incident to their respective offices, or as may
be specified from time to time by the Directors, regardless of whether such
authority and duties are customarily incident to such office.
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ARTICLE IV
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification.
The Company shall indemnify, to the full extent then permitted by law, 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, by reason of the fact that he is or
was a member of the Board of Directors or an officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee or agent of another company, partnership, joint
venture, trust or other enterprise. The Company shall pay, to the full extent
then required by law, expenses, including attorney's fees, incurred by a member
of the Board of Directors in defending any such action, suit or proceeding as
they are incurred, in advance of the final disposition thereof, and may pay, in
the same manner and to the full extent then permitted by law, such expenses
incurred by any other person. The indemnification and payment of expenses
provided hereby shall not be exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under any law, the
Articles of Incorporation, any agreement, vote of shareholders or disinterested
members of the Board of Directors, or otherwise, both as to action in official
capacities and as to action in another capacity while he is a member of the
Board of Directors, officer, employee or agent of the Company, and shall
continue as to a person who has ceased to be a member of the Board of Directors,
trustee, officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 2. Insurance.
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The Company may, to the full extent then permitted by law and authorized by
the Directors, purchase and maintain insurance or furnish similar protection,
including but not limited to trust funds, letters of credit or self-insurance,
on behalf of or for any persons described in Section 1 against any liability
asserted against and incurred by any such person in any such capacity, or
arising out of his status as such, whether or not the Company would have the
power to indemnify such person against such liability. Insurance may be
purchased from or maintained with a person in which the Company has a financial
interest.
Section 3. Agreements.
The Company, upon approval by the Board of Directors, may enter into
agreements with any persons whom the Company may indemnify under these
Regulations or under law and undertake thereby to indemnify such persons and to
pay the expenses incurred by them in defending any action, suit or proceeding
against them, whether or not the Company would have the power under these
Regulations or law to indemnify any such person.
ARTICLE V
MISCELLANEOUS
Section 1. Transfer and Registration of Certificates.
The Directors shall have authority to make such rules and regulations as
they deem expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.
Section 2. Substituted Certificates.
Any person claiming a certificate for shares to have been lost, stolen or
destroyed shall make an affidavit or affirmation of that fact, shall give the
Company and its registrar or registrars and its transfer agent or agents a bond
of indemnity satisfactory to the Directors or to the
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Executive Committee or to the President or a Vice President and the Secretary or
the Treasurer, and, if required by the Directors or the Executive Committee or
such officers, shall advertise the same in such manner as may be required,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or
destroyed.
Section 3. Voting of Shares Held by the Company.
Unless otherwise ordered by the Directors, any officer or assistant officer
of the Company, in person or by proxy or proxies appointed by him, shall have
full power and authority on behalf of the Company to vote, act and consent with
respect to any shares issued by other companies which the Company may own.
Section 4. Amendments.
These Regulations may be amended by the affirmative vote or the written
consent of the shareholders of record entitled to exercise a majority of the
voting power on such proposal; provided, however, that if an amendment is
adopted by written consent without a meeting of the shareholders, the Secretary
shall mail a copy of such amendment to each shareholder of record who would have
been entitled to vote thereon and did not participate in the adoption thereof.
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