Exhibit 3.11
SERVICE AMERICA CONCESSIONS CORPORATION
BYLAWS
ARTICLE I
STOCKHOLDERS
Section 1. Certificates Representing Stock. Certificates
representing shares of stock shall set forth thereon the statements prescribed
by Sections 2-207 and 2-211 of the Maryland General Corporation Law and by any
other applicable provision of law and shall be signed by the President or the
Chairman of the Board, if any, or a Vice President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile of it or in any other
form. The signatures of any such officers may be either manual or facsimile
signatures. In case any such officer who has signed manually or by facsimile any
such certificate ceases to be such officer before the certificate is issued, it
may nevertheless be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for any
share of stock until such share is fully paid,
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except as otherwise authorized by the provisions of Section 2-210 of the
Maryland General Corporation Law.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner
of any such certificate to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim that may arise by reason of the
issuance of a new certificate.
Upon compliance with the provisions of Section 2-514 of the Maryland
General Corporation Law, the Board of Directors of the corporation may adopt by
resolution a procedure by which a stockholder of the corporation may certify in
writing to the corporation that any shares registered in the name of the
stockholder are held for the account of a specified person other than the
stockholder.
Section 2. Fractional Share Interests or Scrip. The corporation may,
but shall not be obliged to, issue fractional shares of stock, eliminate a
fractional interest by rounding off to a full share of stock, arrange for the
disposition of a fractional interest by the person entitled to it, pay cash for
the fair value of a fractional share of stock determined as of the time when the
person entitled to receive it is determined, or
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issue scrip or other evidence of ownership, and which shall entitle its holder
to exchange such scrip or other evidence of ownership aggregating a full share
for a certificate which represents the share but such scrip or other evidence of
ownership shall not, unless otherwise provided, entitle the holder to exercise
any voting right, or to receive dividends thereon or to participate in any of
the assets of the corporation in the event of liquidation. The Board of
Directors may impose any reasonable condition on the issuance of scrip or other
evidence of ownership, and may cause such scrip or evidence of ownership to be
issued subject to the condition that it shall become void if not exchanged for a
certificate representing a full share of stock before a specified date or
subject to the condition that the shares for which such scrip or evidence of
ownership is exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of such scrip or evidence of ownership, or
subject to a provision for forfeiture of such proceeds to the corporation if not
claimed within a period of not less than three years from the date the scrip or
other evidence of ownership was originally issued.
Section 3. Share Transfers. Upon compliance with provisions restricting
the transferability of shares of stock, if any, transfers of shares of stock of
the corporation shall be
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made only on the stock transfer books of the corporation by the record holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon, if any.
Section 4. Record Date for Stockholders. The Board of Directors may set
a record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
to vote at a meeting, to receive a dividend, or to be allotted other
rights; provided, that, except as may be otherwise provided herein, any such
record date shall be not more than ninety days before the date on which the
action requiring the determination will be taken, that any such closing of the
transfer books may not be for a period longer than twenty days, and that, in the
case of a meeting of stockholders, any such record date or any such closing of
the transfer books shall be at least ten days before the date of the meeting. If
a record date is not set, and, if the stock transfer books are not closed, the
record date for determining stockholders entitled to notice of or to vote at
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a meeting of stockholders shall be the later of either the close of business on
the day on which notice of the meeting is mailed or the thirtieth day before the
meeting, and the record date for determining stockholders entitled to receive
payment of a dividend or an allotment of any rights shall be the close of
business on the day on which the resolution of the Board of Directors declaring
the dividend or allotment of rights is adopted, but any such payment of a
dividend or allotment of rights shall not be made more than sixty days after the
date on which the resolution is adopted; and a meeting of stockholders convened
on the date for which it was called may be adjourned from time to time without
further notice to a date not more than one hundred and twenty days after the
original record date.
Section 5. Meaning of Certain Terms. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share of stock" or "shares of stock" or
"stockholder" or "stockholders" refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder
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or holders of record of outstanding shares of stock of any class or series upon
which or upon whom the Articles of Incorporation confer such rights where there
are two or more classes or series of shares or upon which or upon whom the
provisions of the Maryland General Corporation Law may confer such rights or the
right of dissent notwithstanding that the Articles of Incorporation may provide
for more than one class or series of shares of stock, one or more of which are
limited or denied such rights thereunder.
Section 6. Stockholder Meetings.
- Time. The annual meeting of stockholders shall be held on the date
fixed, from time to time, by the directors, within 150 days after the end of the
corporation's fiscal year for the transaction of any business within the powers
of the corporation. A special meeting shall be held on the date fixed by the
directors.
- Place. Annual meetings and special meetings shall be held at such
place, either within the State of Maryland or at such other place within the
United States, as the directors may, from time to time, set. Whenever the
directors shall fail to set such place, or, whenever stockholders entitled to
call a special meeting shall call the same, and a place of meeting is not set,
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the meeting shall be held at the principal office of the corporation in the
State of Maryland.
- Call. Annual meetings may be called by the directors or the President
or by any officer instructed by the directors or the President to call the
meeting. Except as may be otherwise provided by the provisions of the Maryland
General Corporation Law, special meetings may be called in like manner and shall
be called by the Secretary whenever the holders of shares entitled to at least
twenty-five percent of all the votes entitled to be cast at such meeting shall
make a duly authorized request that such meeting be called.
- Notice or Actual or Constructive Waiver of Notice. Written notice of
all meetings shall be given by the Secretary and shall state the time and place
of the meeting. The notice of an annual meeting shall state that the meeting is
called for the election of directors and for the transaction of other business
which may properly come before the meeting, and shall (if any other action which
could be taken at a special meeting is to be taken at such annual meeting)
contain any additional statements required in a notice of a special meeting, and
shall include a copy of any requisite statements or provisions prescribed by the
provisions of the Maryland General Corporation Law; provided, however, that any
business of the corporation may be transacted
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at any annual meeting without being specially noticed unless the provisions of
the Maryland General Corporation Law provide otherwise. The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called and shall include a copy of any requisite statements or
provisions prescribed by the provisions of the Maryland General Corporation Law.
Written notice of any meeting shall be given to each stockholder either by mail
or personally delivered to him or by leaving it at his residence or usual place
of business not less than ten days and not more than ninety days before the date
of the meeting, unless any provisions of the Maryland General Corporation Law
shall prescribe a different elapsed period of time, to each stockholder at his
address appearing on the books of the corporation or the address supplied by him
for the purpose of notice. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholder at his address
as it appears on the records of the corporation with postage thereon prepaid.
Whenever any notice of the time, place or purpose of any meeting of stockholders
is required to be given under the provisions of the Articles of Incorporation,
these Bylaws or of the provisions of the Maryland General Corporation Law, a
waiver thereof in writing, signed by the stockholder and filed with the records
of the meeting, whether
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before or after the holding thereof, or his presence in person or by proxy at
the meeting shall be deemed equivalent to the giving of such notice to such
stockholder. The foregoing requirements of notice shall also apply, whenever the
corporation shall have any class of stock which is not entitled to vote, to
holders of stock who are not entitled to vote at the meeting, but who are
entitled to notice thereof and to dissent from any action taken thereat.
- Statement of Affairs. The President of the corporation, or, if the
Board of Directors shall determine otherwise, some other executive officer
thereof, shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be
submitted at the Annual Meeting and placed on file within twenty days thereafter
at the principal office of the corporation in the State of Maryland.
- Conduct of Meetings. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice Chairman of the Board,
if any, the President, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the
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shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the Chairman of the meeting shall appoint
a secretary of the meeting.
- Proxy Representation. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether for the purposes of determining his presence at
a meeting, or whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting, or otherwise.
Every proxy shall be executed in writing by the stockholder or by his duly
authorized attorney in fact, and filed with the Secretary of the corporation. No
proxy shall be valid more than eleven months from the date of its execution,
unless the proxy provides otherwise.
- Inspectors of Election. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by
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the directors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting or any stockholder, the inspector or
inspectors, if any, shall make a report in writing of any challenge, question or
matter determined by him or them and execute a certificate of any fact found by
him or them.
- Quorum. Except as may otherwise be required by the provisions of the
Maryland General Corporation Law, the Articles of Incorporation, or these
Bylaws, the presence in person or by proxy at a meeting of the stockholders
entitled to cast at least
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a majority of the votes entitled to be cast at the meeting shall constitute a
quorum.
- Voting. Each share of stock shall entitle the holder thereof to one
vote except in the election of directors, at which each said vote may be cast
for as many persons as there are directors to be elected. Except as may
otherwise be provided in the provisions of the Maryland General Corporation Law,
the Articles of Incorporation or these Bylaws, a majority of all the votes cast
at a meeting of stockholders at which a quorum is present shall be sufficient to
approve any matter which may properly come before the meeting. A plurality of
all the votes cast at a meeting of stockholders at which a quorum is present is
sufficient to elect a director.
Section 7. Informal Action. Any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting if the
following are filed with the records of the meeting: a unanimous written consent
which sets forth the action and is signed by each stockholder entitled to vote
on the matter, and, as applicable, a written waiver of any right to dissent
signed by each stockholder entitled to notice of the meeting but not entitled to
vote at it.
ARTICLE II
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BOARD OF DIRECTORS
Section 1. Functions and Definition. The business and the affairs of
the corporation shall be managed by or under the direction of its Board
of-Directors. All powers of the corporation may be exercised by or under
authority of said Board of Directors. The use of the phrase "entire board"
herein refers to the total number of directors which the corporation would have
if there were no vacancies.
Section 2. Qualifications and Number. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Maryland. The initial Board of
Directors shall consist of three persons, which is the number set forth in the
Articles of Incorporation. Thereafter, the number of directors constituting the
entire board shall be at least three, except that when the number of
stockholders is fewer than three, the number of directors may be the same as the
number of said stockholders. Except for the first Board of Directors, such
number may be set from time to time by action of the stockholders or of a
majority of the entire Board of Directors or, if the number is not so set, the
number shall be three. The number of directors may be increased or decreased by
an amendment to these Bylaws, provided, however, that the tenure of office of a
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Director shall not be affected by any decrease in the number of directors.
Section 3. Election and Term. The first Board of Directors shall
consist of the directors named in the Articles of Incorporation and shall hold
office until the first annual meeting of stockholders or until their successors
have been elected and qualified. Thereafter, directors who are elected at an
annual meeting of stockholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified. In the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors by the stockholders which have not been
filled by said stockholders, may be filled by the Board of Directors. Newly
created directorships filled by the Board of Directors shall be by action of a
majority of the entire Board of Directors. All other vacancies to be filled by
the Board of Directors may be filled by a majority of the remaining members of
the Board of Directors, whether or not sufficient to constitute a quorum.
Section 4. Meetings.
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- Time. Meetings shall be held at such time as the Board shall set,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- Place. Meetings shall be held at such place within or without the
State of Maryland as shall be set by the Board.
- Call. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, of the Presidente or of a
majority of the directors in office.
- Notice or Actual or Constructive Waiver. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting. Whenever any notice of the time,
place, or purpose of any meeting of directors or any committee thereof is
required to be given under the provisions of the Maryland General Corporation
Law or of these Bylaws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the
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records of the meeting, whether before or after the meetings or presence at the
meeting, shall be deemed equivalent to the giving of such notice to such
director or such committee member.
- Quorum and Action. A majority of the entire Board of Directors shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided such majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors provided, that whenever the entire
Board of Directors consists of one director, that one director shall constitute
a quorum. Except as in the Articles of Incorporation and herein otherwise
provided and, except as in provisions of the Maryland General Corporation Law
otherwise provided, the action of the directors present at a meeting at which a
quorum is present shall be the action of the Board of Directors. Members of the
Board of Directors or of a committee thereof may participate in a meeting by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time; and
participation by such means shall constitute presence in person at a meeting.
- Chairman of the Meeting. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings.
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Otherwise, the President, if present and acting, or any other director chosen by
the Board, shall preside.
Section 5. Removal of Directors. Any or all of the directors may be
removed, with or without cause, pursuant to the provisions of Section 2-406 of
the Maryland General Corporation Law.
Section 6. Committees. The Board of Directors may appoint from among
its members an Executive Committee and other committees composed of two or more
directors and may delegate to such committee or committees any of the powers of
the Board of Directors except such powers as may not be delegated under the
provisions of the Maryland General Corporation Law. In the absence of any member
of any such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors to
act in the place of such absent member.
Section 7. Informal Action. 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 a written consent to such action is signed by all
members of the Board of Directors or any such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
any such committee.
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ARTICLE III
OFFICERS
The corporation shall have a President, a Secretary, and a Treasurer,
and may have a Chairman of the Board, a Vice Chairman of the Board and one or
more Vice Presidents, who shall be elected by the Board of Directors, and may
also have such other officers, assistant officers, and agents as the Board of
Directors shall authorize from time to time, each of whom shall be elected or
appointed in the manner prescribed by the Board of Directors. Any two or more
offices, except those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law to be executed,
acknowledged or verified by more than one officer. Unless otherwise provided in
the resolution of election or appointment, each officer shall hold office until
the meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor has been elected or appointed and
qualified.
The officers and agents of the corporation shall have the authority and
perform the duties in the management of the corporation as determined by the
resolution electing or appointing them.
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Any officer or agent may be removed by the Board of Directors whenever,
in its judgment, the best interests of the corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the initial principal office of the corporation in the
State of Maryland and the name and the address of the initial resident agent of
the corporation in the State of Maryland are set forth in the Articles of
Incorporation.
The corporation shall maintain, at its principal office in the State of
Maryland or at a business office or in agency of the corporation an original or
duplicate stock ledger containing the name and address of each stockholder and
the number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at its principal office in the State of
Maryland the original or a certified copy of the Bylaws, including all
amendments thereto, and shall duly file thereat the annual statement of affairs
of the corporation.
ARTICLE V
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CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to adopt, alter, amend, and repeal the Bylaws is vested in
the Board of Directors of the corporation.
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I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of SERVICE AMERICA CONCESSIONS CORPORATION, a Maryland corporation,
as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: June 27, 1986
/s/ Marla A. Garfinler
-----------------------------------
Secretary of
SERVICE AMERICA CONCESSIONS
CORPORATION
(SEAL)