27
AMENDED AND RESTATED
BY-LAWS
OF
UNI-MARTS, INC.
A Delaware Corporation
28
TABLE OF CONTENTS
-----------------
PAGE
ARTICLE I Offices ----
- --------- -------
Section 1 Registered Office 1
Section 2 Additional Offices 1
ARTICLE II Meetings of Stockholders
- ---------- ------------------------
Section 1 Place of Meeting 1
Section 2 Annual Meetings 1
Section 3 Notice of Annual Meeting 1
Section 4 List of Stockholders 2
Section 5 Special Meetings 2
Section 6 Notice of Special Meetings 2
Section 7 Business at Special Meetings 2
Section 8 Quorum 2
Section 9 Voting 3
Section 10 Proxies 3
Section 11 Action by Written Consent 3
ARTICLE III Directors
- ----------- ---------
Section 1 Number and Term 4
Section 2 Removal; Vacancies 4
Section 3 Powers 4
Section 4 Place of Meetings; Telephone Meetings 4
Section 5 First Meeting 5
Section 6 Regular Meetings 5
Section 7 Special Meetings 5
Section 8 Quorum 5
Section 9 Action by Written Consent 5
Section 10 Committees 5
Section 11 Minutes of Committees 6
Section 12 Compensation 6
Section 13 Conflict of Interest 6
Section 14 Nominations 7
ARTICLE IV Notices
- ---------- -------
Section 1 Notice 8
Section 2 Waiver of Notice 8
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PAGE
ARTICLE V Officers ----
- --------- --------
Section 1 Officers 8
Section 2 Additional Officers 8
Section 3 Compensation 8
Section 4 Term of Office; Removal; Vacancies 8
Section 5 Duties of Officers 9
ARTICLE VI Certificates of Stock
- ---------- ---------------------
Section 1 Certificates 10
Section 2 Signatures 11
Section 3 Lost, Stolen or Destroyed Certificates 11
Section 4 Transfer of Stock 11
Section 5 Record Date 11
Section 6 Registered Stockholders 11
ARTICLE VII General Provisions
- ----------- ------------------
Section 1 Dividends 12
Section 2 Reserves 12
Section 3 Annual Statement 12
Section 4 Checks 12
Section 5 Fiscal Year 12
Section 6 Seal 12
Section 7 Contracts 12
Section 8 Voting of Corporation's Securities 13
ARTICLE VIII Amendments
- ------------ ----------
Section 1 Procedure 13
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AMENDED AND RESTATED
BY-LAWS
of
UNI-MARTS, INC.
A Delaware Corporation
ARTICLE I
---------
Offices
-------
Section 1: Registered Office. The registered office shall be 1013
Centre Road, Wilmington, Delaware.
Section 2: Additional Offices. The Corporation 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.
ARTICLE II
----------
Meetings of Stockholders
------------------------
Section 1: Place of Meeting. All meetings of the stockholders for
the election of directors shall be held in the borough of State College,
Commonwealth of Pennsylvania, or at such other place, within or without the
State of Delaware, as may be fixed from time to time by the Board of Directors.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as such is stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2: Annual Meetings. Annual meetings of stockholders shall be
held at such time and place as may be specified in the notice thereof, at which
they shall elect, by a plurality vote, a Board of Directors and transact such
other business as may properly be brought before the meeting.
Section 3: Notice of Annual Meeting. Unless otherwise required by
law, written notice of the annual meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date of the meeting.
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Section 4: List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at said meeting arranged in alphabetical order and showing the
address of and the number of shares registered in the name of each stockholder.
Such list 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 (10) days prior to the meeting, either at a location within the borough of
State College where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not specified, at the place where said 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 subject to the inspection of
any stockholder who is present.
Section 5: Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, and
shall be called by the Secretary at the request, in writing, or a majority of
the Board of Directors, or at the request in writing of stockholders owning
capital stock representing at least a majority of the voting power of the entire
capital stock of the Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
Section 6: Notice of Special Meetings. Unless otherwise required by
law, written notice of a special meeting of stockholders, stating the date,
time, place and purpose or purposes for which the meeting is called, shall be
given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting.
Section 7: Business at Special Meetings. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.
Section 8: Quorum. The holders of record of capital stock
representing no less than a majority of the total number of shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy or power of attorney, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. At any meeting of the
stockholders, whether annual or special, or any adjournment thereof, including
any such meeting at which a quorum shall not be present or represented, the
majority of the stockholders entitled to vote thereat, present in person or
represented by proxy or power of attorney, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
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Section 9: Voting. (a) Except as otherwise may be provided by the
Certificate of Incorporation or by these By-Laws, at every meeting of the
stockholders, each stockholder shall be entitled to one (1) vote for each share
of stock which is registered in his or her name on the record date for the
meeting.
(b) When a quorum is present at any meeting, the vote of a majority
of the voting power of stock, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of these By-Laws or of the statutes or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such questions.
(c) A holder of Common Stock shall have one (1) vote per share for
each such share of stock registered to such holder at the time of the closing of
the transfer books of the Corporation or on the date fixed as the record date
for any meeting, unless otherwise provided by these By-Laws. In case the
transfer books of the Corporation shall not have been closed and no date shall
have been fixed as a record date for the determination of the stockholders
entitled to vote, those persons of record as of the close of business on the day
next preceding the date on which notice is given, and not others, shall be
entitled to vote at said meeting, provided that any applicable provisions of law
respecting publication of such record date be observed.
Section 10: Proxies. Unless otherwise provided in the Certificate of
Incorporation, each stockholder having the right to vote shall, at every meeting
of the stockholders, be entitled to vote in person or by proxy appointed by
instrument in writing subscribed to by such stockholder or by his duly
authorized attorney, but no proxy shall be voted on or acted upon after three
(3) years from its date.
Section 11: Action by Written Consent. Unless otherwise provided in
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the Corporation, or any action which may
be taken without a meeting, may be taken 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 which will
constitute the whole Board shall be not less than three (3), the exact number to
be determined by a resolution of the Board of Directors. At the annual election
of directors to be held at the annual meeting of stockholders in Fiscal Year
1987, the directors shall be divided into three (3) classes, as nearly equal as
possible, known as Class I, Class II, and Class III. The initial directors of
Class I shall serve until the end of the annual meeting of stockholders held in
February 1988, at which time the directors of Class I shall be elected for a
term of three (3) years and shall thereafter be elected every three (3) years
for three (3) year terms. The initial directors of Class II shall serve until
the end of the annual meeting of stockholders held in February 1989, at which
time the directors of Class II shall be elected for a term of three (3) years
and shall thereafter be elected every three (3) years for three (3) year terms.
The initial directors of Class III shall serve until the end of the annual
meeting of stockholders held in February 1990, at which time the directors of
Class III shall be elected for a term of three (3) years and shall thereafter be
elected every three (3) years for three (3) year terms. Each director elected
shall hold office until his or her successor is elected and qualified.
Directors need not be stockholders.
Section 2: Removal; Vacancies. (a) The holders of the Common Stock
shall be entitled to vote on the removal, with or without cause, of any
director.
(b) Any vacancy in the office of a director either (i) may be filled
by the vote of the holders of Common Stock or (ii) if applicable law permits,
any such vacancy may be filled by the remaining directors then in office, even
though less than a quorum, or by a sole remaining director. Any director
elected by the stockholders or the Board of Directors to fill a vacancy shall
serve until the end of the full unexpired term of the vacating director and
until his or her successor has been elected and has been qualified. If
permitted by applicable law, the Board of Directors may increase the number of
directors, and any vacancy so created may be filled by the Board of Directors by
a majority vote of all directors then in office.
Section 3: Powers: The business and affairs of the Corporation shall
be managed by or under the direction of its Board of Directors, 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 Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
Section 4: Place of Meetings; Telephone Meetings. The Board of
Directors of the Corporation may hold meetings, both regular and special, either
within or without the State of Delaware.
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Any director may participate in any meeting of the Board of Directors
or a committee of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other, and participation in a meeting pursuant to the
provision of this Section 4 shall constitute presence in person at such meeting.
Section 5: First Meeting. The first meeting of each newly elected
Board of Directors shall be held at such time and place as shall be fixed by the
Board of Directors, and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.
Section 6: Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.
Section 7: Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board by one day's notice to each director, either
personally or by mail or by telegram or by telephone. Special meetings shall be
called by the Secretary in like manner and on like notice on the written request
of 40% of the directors.
Section 8: Quorum. At all meetings of the Board, a majority of the
directors then constituting the total number of the Board, but not less than two
(2) directors, except when a board of one director is authorized and acting,
then one (1) director shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, 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 9: Action by Written Consent. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 10: Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees. 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 a member of a committee, 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, shall have and may
exercise the powers and authority of the Board of Directors in the management of
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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 (except that a committee may, to the extent
authorized in any resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
General Corporation Law of the State of Delaware, or any successor provision
thereto, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation, or the conversion into or the exchange of such shares for shares of
any other class or classes, or any other series of the same or any other class
of classes of stock of the Corporation), adopting the 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 or the Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law of the State of
Delaware, or any successor provision thereto. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Notwithstanding anything else to
the contrary contained herein, all functions of the Board of Directors of the
Corporation with respect to the executive officers of the Corporation,
including, without limitation, the authority to engage and discharge such
executive officers and the responsibility of supervising such executives in the
discharge of their duties, are hereby delegated to Henry D. Sahakian, or the
current Chairman of the Board.
Section 11: Minutes of Committees. Each committee may keep regular
minutes of its meetings and report the same to the Board of Directors.
Section 12: Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board of Directors shall have the authority to
fix the compensation of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
Section 13: Conflict of Interest. No contract or other transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association
or other organization in which one or more of the Corporation's directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for such reason, or solely because such director or
directors or officer or officers are present at or participate in the meeting
of the Board of Directors or a committee thereof which authorized or approves
the contract or transaction, or solely because his or their votes are counted
for such purpose, if (1) the material facts as to his or their relationships
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or interests and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his or their
relationships or interests as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by a vote of the
stockholders; or (3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
Section 14. Nominations. Nominations for election to the Board of
Directors may be made by the Board of Directors or by any stockholder of any
outstanding class of common stock of the Corporation entitled to vote for
election of directors. Nominations, other than those made by or on behalf of
the Board of Directors of the Corporation, shall be made in writing and shall be
delivered or mailed to the Secretary of the Corporation not less than ten (10)
days nor more than seventy-five (75) days prior to any meeting of stockholders
called for the election of directors, provided, however, that if less than ten
(10) days' notice of the meeting is given to stockholders, such nomination shall
be mailed or delivered to the Secretary of the Corporation not later than the
close of business on the seventh day following the day on which the notice of
the meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying stockholder(s): (a) the name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of common stock of the
Corporation that will be voted for each proposed nominee by the notifying
stockholder(s); (d) the name and residence address of the notifying
stockholder(s); and (e) the number of shares of common stock of the Corporation
owned by the notifying stockholder(s). Nominations not made in accordance
herewith shall be disregarded by the chairman of the meeting and votes cast for
such nominee shall not be counted.
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ARTICLE IV
----------
Notices
-------
Section 1: Notice. Whenever, under the provisions of the statutes or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice only, but such notice may be given in writing, by mail,
addressed to such director or stockholder, 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. Notice to directors may also be given by telegram or telephone.
Section 2: Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of 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 V
---------
Officers
--------
Section 1: Officers. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board of Directors, a
President, an Executive Vice President and Chief Financial Officer, an Executive
Vice President and a Secretary. The Board of Directors may also choose
additional vice presidents and one or more assistant secretaries. Any number of
offices may be held by the same person unless the Certificate of Incorporation
otherwise provides.
Section 2: Additional Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary, 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.
Section 3: Compensation. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors or a committee thereof.
Section 4: Term of Office; Removal; Vacancies. The officers of the
Corporation shall serve at the pleasure of the Board of Directors and shall hold
office until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.
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Section 5: Duties of Officers. The officers of the Corporation, if
and when elected by the Board of Directors of the Corporation, shall have the
following duties:
(a) Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall, subject to the direction
of the Board of Directors, supervise and control the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the
stockholders and of the Board of Directors. He may sign certificates for shares
of the Corporation and deeds, mortgages, bonds, contracts or other instruments
on behalf of the Corporation, except where required by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. In general, he shall perform all duties incident to the office
of Chairman of the Board and such other duties as may be prescribed by the Board
of Directors.
(b) President. The President shall be the chief operating officer of
the Corporation and shall have general management of all operating areas of the
business of the Corporation, including convenience store operations and
petroleum operations. The President of the Corporation shall carry into effect
the orders of the Chairman of the Board. The President may sign deeds,
mortgages, bonds, contracts or other instruments on behalf of the Corporation,
except where required by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. In
general, he shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors or the Chairman
of the Board.
(c) Executive Vice President and Chief Financial Officer. The
Executive Vice President and Chief Financial Officer shall be the principal
financial officer and chief accounting officer of the Corporation and shall have
general and active management of all financial, accounting and administrative
areas of the business of the Corporation, including administration, finance,
accounting and internal audit and such other duties as may be prescribed by the
Board of Directors or the Chairman of the Board. The Executive Vice President
and Chief Financial Officer may sign deeds, mortgages, bonds, contracts or other
instruments on behalf of the Corporation, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.
(d) Executive Vice President. The Executive Vice President shall be
responsible for the day-to-day management of all operating areas of the business
of the Corporation, including convenience store operations and petroleum
division operations and such other duties as may be prescribed by the Board of
Directors, Chairman of the Board or President.
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(e) Other Vice Presidents. Additional vice presidents appointed by
the Board of Directors shall perform such other duties and have such other
powers as the Board of Directors, Chairman of the Board, President or Executive
Vice President and Chief Financial Officer may from time to time prescribe.
(f) Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the stockholders and of the Board of Directors in a book to
be kept for that purpose, and shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors,
the Chairman of the Board or the Executive Vice President and Chief Financial
Officer, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
(g) Assistant Secretaries. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary, or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary, and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
ARTICLE VI
----------
Certificates of Stock
---------------------
Section 1: Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by or in the name of the
Corporation, by the Chairman of the Board or the President or a Vice President
and the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences, and relative, participating,
optional or other special rights of each class of stock or series thereof, and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish, without charge, to each
stockholder who so requests, the powers, designations, preferences and
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relative, participating, optional or other special rights of each class of stock
or series thereof, and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 2: Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Section 3: Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4: Transfer of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares, duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 5: 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 right, or entitled to exercise any rights in
respect to 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 (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) 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 6: Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.
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ARTICLE VII
-----------
General Provisions
------------------
Section 1: Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provision of the Certificate of
Incorporation.
Section 2: Reserves. 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 Directors form time to time, in their absolute discretion, think
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 such other purpose as the Directors shall think conducive to the interest of
the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3: Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholder when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.
Section 4: Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 5: Fiscal Year. The fiscal year of the Corporation shall end
on September 30.
Section 6: Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal" and "Delaware." The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
Section 7: Contracts. The Board of Directors may authorize any
officer, agent or employee to enter into any contract, instrument or agreement
on behalf of the Corporation, and the authority granted may be general or
confined to specific instances. Except as provided in this section or as
authorized by the Board of Directors, no officer, agent or employee, other than
the Chairman of the Board, the President, any Vice President or the Secretary,
shall have any power or authority to bind the Corporation by any contract,
instrument or agreement, to pledge its credit, or to render it liable, for any
amount.
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Section 8: Voting of Corporation's Securities. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the President or
any Vice President, or such other officer as may be designated by the Board of
Directors to act in the absence of the Chairman of the Board, the President or
any Vice President, shall have full power and authority, on behalf of the
Corporation, to attend and to act and to vote, and to execute a proxy or proxies
empowering others to attend and to act and to vote, at any meetings of security
holders of any corporation in which the Corporation may hold securities, and at
such meetings the Chairman of the Board or such other officer of the
Corporation, or such proxy, shall possess and may exercise any and all rights
and powers incident to the ownership of such securities, and which as the owner
thereof, the Corporation might have possessed and exercised if present. The
Secretary or an Assistant Secretary may affix the corporate seal to any such
proxy or proxies so executed by the Chairman of the Board, or such other
officer, and attest the same. The Board of Directors, by resolution from time
to time, may confer like powers upon any other person or persons.
ARTICLE VIII
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Amendments
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Section 1: Procedure. These By-Laws may be altered, amended or
repealed, or new by-laws may be adopted by 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 such alteration, amendment, repeal or adoption of new By-
Laws be contained in the notice of such special meeting. No change of the time
or place of the meeting for election of directors shall be made within sixty
(60) days next before the day on which such meeting is to be held, and in case
of any change of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least twenty (20) days before the meeting is held.
THE ABOVE AND FOREGOING By-Laws of Uni-Marts, Inc. were adopted by the
Board of Directors on October 17, 1994 and became effective on the 23rd day of
February, 1995.
/S/ HARRY A. MARTIN /S/ HENRY D. SAHAKIAN
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Harry A. Martin, Secretary Henry D. Sahakian, Chairman of the Board
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