Exhibit 3.17
Exhibit A
BY-LAWS FOR THE REGULATION. EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR
ITS ARTICLES OF INCORPORATION
OF
SERVOMATION DUCHESS. INC.
ARTICLE I
Offices
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Section 1: PRINCIPAL OFFICE. The principal office for the
transaction of the business of the corporation is hereby fixed and located in
the County of San Diego at La Mesa Boulevard and El Cajon Boulevard, City of La
Mesa. The Board of Directors is hereby granted full power and authority to
change said principal office from one location to another in said country.
Section 2: OTHER OFFICES. Branch or subordinate offices may
at any time be established by the Board & Directors at any place or places where
the corporation is qualified to do business.
ARTICLE II
Meeting of Shareholders
-----------------------
Section 1: PLACE OF MEETING. All meetings of shareholders
shall be held either at the principal office of the corporation or any other
place within the State of California which may be designated either by the Board
of Directors pursuant to authority hereinafter granted to said Board or by the
written consent of all shareholders entitled to vote thereat, given either
before or after the meeting and filed with the Secretary of the Corporation.
Section 2: ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on the first Thursday of September of each year at
10:00 A.M. of said day; provided, however, that should said day fall upon a
holiday then any such annual meeting of shareholders shall be held at the same
time and place on the next day thereafter ensuing which is not a legal holiday.
At such meetings directors shall be elected, reports of the affairs of the
corporation shall be considered, and any other business may be transacted which
is within the powers of the shareholders.
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Written notice of each annual meeting shall be given to each
shareholder entitled to vote either personally or by mail, telegram or other
means of written communication, charges prepaid, addressed to such shareholder
at his address appearing on the books of the corporation, or given by him to the
corporation for the purpose of notice. If a shareholder gives no address, notice
shall be deemed to have been given him if sent by mail, telegram, or other means
of written communication addressed to the place where the principal office of
the corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than ten
(10) days before each annual meeting. Such notice shall specify the place, the
day, and the hour of such meeting, and shall state such other matters, if any,
as may be expressly required by statute.
Section 3: SPECIAL MEETINGS. Special meetings of shareholders,
or any purpose or purposes whatsoever, may be called at any time by the
President or by the Board of Directors, or by one or more shareholders holding
not less than one-fifth (1/5th) of the voting power of the corporation. Except
in special cases where other express provision is made by statute, notice of
such special meetings shall be given in the same manner as for annual meetings
of shareholders. Notice of any special meeting shall specify in addition to the
place, day and hour of such meeting, the general nature of the business to be
transacted.
Section 4: ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum no other business may be transacted at any such
meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to given any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by an announcement at the
meeting which such adjournment is taken.
Section 5: ENTRY OF NOTICE. Whenever any shareholder entitled
to vote has been absent from any meeting of shareholders, whether annual or
special, an entry in the minutes to the effect that notice has been duly given
shall be conclusive and incontrovertible evidence that due notice of such
meeting was given to such shareholder, as required by law and the ByLaws of the
corporation.
Section 6: VOTING. Subject to the provisions of Section I of
Article V of these By-Laws, every person in whose name shares entitled to vote
stand on the stock records of the corporation shall have the right to vote that
number of shares in person or in proxy at all meetings of shareholders. Such
vote may be viva voce or by ballot; provided, however, that all elections for
Directors must be by ballot upon demand made by a shareholder at any election
and before the voting begins. Every shareholder entitled to vote at any election
for Directors shall have the right to cumulate his votes and give one candidate
a number of votes equal to the
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number of Directors to be elected multiplied by the number of votes to which his
shares are entitled, or to distribute his votes on the same principle among as
many candidates as he shall think fit. The candidates receiving the highest
number of votes up to the number of Directors to be elected shall be elected.
Section 7: QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8: CONSENT OF ABSENTEES. The transactions of any
meeting of shareholders, either annual or special, however called and noticed,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or by proxy, signs a written waiver of notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Section 9: ACTION WITHOUT MEETING. Any action, which under the
provisions of the California General Corporation Law may be taken at a meeting
of the shareholders, may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote at a
meeting for such purpose, and filed with the Secretary of the Corporation.
Section 10: PROXIES. Every person entitled to vote or execute
written consents shall have the right to do so either in person or by one or
more agents authorized by a written proxy executed and dated by such person or
his duly authorized agent and filed with the Secretary of the Corporation. Any
proxy duly executed is not revoked and continues in full and force and effect
until an instrument revoking it or a duly executed proxy bearing a later date is
filed with the Secretary of the Corporation, or the person executing such proxy
is present at the meeting and elects to vote in person; provided that not such
proxy shall be valid at the expiration of eleven (11) months from the date of
its execution, unless the person executing it specified therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
Section 11: INSPECTORS OF ELECTION. In advance of any meeting
of shareholder the Board of Directors may appoint any person other than nominees
for office inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election be not so appointed, the Chairman of any such
meeting may, and on the request of any shareholder or his proxy, shall make such
appointment at the meeting. The number of inspectors shall be either one (1) or
three (3). If appointed at a meeting on the request of one or more shareholders
or proxies, the majority of shares present shall determine whether one (1) or
three (3) inspectors are to be appointed. In case any person appointed as
inspector fails to appear or
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fails or refuses to act, the vacancy may be filled by appointment by the Board
of Directors in advance of the meeting, or at the meeting by the Chairman.
The duty of such inspectors shall be as described by Section
2233, of the Corporation Code of California, and shall include: determining the
number of shares outstanding and the voting power of each; the shares
represented at the meeting, the existence of a quorum, and the authenticity and
effect of proxies; receiving votes, ballots, or consents; hearing and
determining all challenges and questions in any way arising in connection with
the right to vote; counting and tabulating all votes or consents; determining
the result; and such acts as may be proper to conduct the election or vote with
fairness to all shareholders.
ARTICLE III
Directors
---------
Section 1: POWERS. Subject to limitations of the Articles of
Incorporation, of the By-Laws, and the California General Corporation Law as to
Action to be authorized or approved by shareholders, and subject to the duties
of Directors as prescribed by the By-Laws, all corporate powers shall be
exercised by or under the authority of and the business and affairs of the
Corporation shall be controlled by the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers:
First: To select and remove all the other officers, agents and
employees of the Corporation; prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation or the By-Laws;
fix their compensation; and require from them security or faithful service.
Second: To conduct manage and control the affairs and business
of the corporation, and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or the By-Laws as they
may deem best.
Third: To change the principal office for the transaction of
the business of the Corporation from one location to another within the same
county as provided in Article I, Section 1 hereof; to fix and locate from time
to time one or more subsidiary offices of the Corporation within or without the
State of California, as provided in Article I, Section 2 hereof; to designate
any place within the State of California for the holding of any shareholders'
meeting or meetings; to adopt, make and use a corporate seal; to prescribe the
forms of share certificates; and to alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best, provided
such seal and such certificates shall at all times comply with the provisions of
law.
Fourth: To authorize the issuance of shares of stock of the
Corporation from time to time upon such terms as may be lawful, in consideration
of money paid, labor done or services actually rendered, debts or securities
cancelled, or tangible or intangible property
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actually received, or in the case of shares issued as a dividend, against
amounts transferred from surplus to stated capital.
Fifth: To borrow money and incur indebtedness for the purpose
of the Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor .
Sixth: To appoint an Executive Committee and other committees,
and to delegate to the Executive Committee any of the powers and authority of
the Board in the management of the business and affairs of the Corporation,
except the power to declare dividends and to adopt, amend, or repeal By-Laws.
The Board of Directors shall have the power to prescribe the manner in which
proceedings of the Executive Committee and other committees shall be conducted.
The Executive Committee shall be composed of two (2) or more Directors. Unless
the Board of Directors shall otherwise provide: regular meetings of the
Executive Committee, notice of which is hereby dispensed with, shall be held at
such times as are determined by the Board of Directors or by such committee as
appointed; special meetings of the Executive Committee shall be held at the
principal office of the corporation, or at any place which has been designated
from time to time by resolution of the Executive Committee or by written consent
of all members thereof, and may be called by the President, any Vice President
who is a member of the Executive Committee, or any two members thereof, upon
written notice to the members of the Executive Committee of the time and place
of such special meeting, given in the manner provided for giving of written
notice of the members of the Board of Directors of the time and place of special
meeting of the Board of Directors; minutes shall be kept of each meeting of the
Executive Committee; vacancies in the membership of the Executive Committee may
be filled by the Board of Directors; a majority of the authorized number of
members of the Executive Committee shall constitute a quorum for the transaction
of business; and transactions of any meeting of the Executive Committee, however
called and noticed or wherever held, shall be as valid as though a meeting had
been duly held after regular call and notice, if a quorum be present, and if
either before or after the meeting each of the members not present signs a
written waiver of notice or a consent to holding such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Section 2: NUMBER AND QUALIFICATION OF DIRECTORS. The Board of
Directors shall consist of three (3) Directors until changed by amendment to
this Section 2, of Article III of the By-Laws adopted by the vote or written
assent of shareholders entitled to exercise a majority of the voting power.
Directors need not be shareholders of the Corporation.
Section 3: ELECTION AND TERM OF OFFICE. The Directors shall be
elected at each annual meeting of the shareholders, but if any such annual
meeting is not held, or the directors are not elected thereat, the directors may
be elected at any special meeting of shareholders held for that purpose. All
directors shall hold office until their successors are elected.
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Section 4: VACANCIES. Vacancies in the Board of Directors may
be filled by a majority of the remaining directors, though less than a quorum,
and each director so elected shall hold office until his successor is elected at
an annual meeting of the shareholders, or at a special meeting called for that
purpose.
A vacancy or vacancies shall be deemed to exist in the case of
the death, resignation or removal of any Director, or if the shareholders shall
increase the authorized number of Directors, but shall fail at the meeting at
which such increase is authorized, or at any adjournment thereof, to elect the
additional Directors so provided for, or in case the shareholders fail at any
time to elect the full number of authorized Directors.
The shareholders may at any time elect Directors to fill any
vacancy not filled by the Directors, and may elect the additional Directors at
the meeting at which an amendment of these By-Laws is voted authorizing an
increase in the number of Directors, or any adjournment thereof.
If any Director tenders his resignation to the Board of
Directors, then the Board shall have the power to elect a successor to take
office at such time as the resignation shall become effective. No reduction of
the number of Directors shall have the effect of removing any Director prior to
the expiration of his term of office.
Section 5: PLACE OF MEETING. All meetings of the Board of
Directors shall be held at any place within or without the state which has been
designated from time to time by resolution of the Board or by written consent of
all the members of the Board. In the absence of such designation, regular
meetings shall be held at the principal office of the corporation.
Section 6: ORGANIZATION MEETING. Immediately following each
annual meeting of shareholders the Board of Directors shall hold a regular
meeting for the purpose of organization, election of officers and the
transaction of other business. Call and notice of such meeting is hereby
dispensed with.
Section 7: OTHER REGULAR MEETING. Other regular meetings of
the Board of Directors shall be held without call quarterly on the first Monday
of the third, sixth, ninth and twelfth months of each year provided, however,
should said day fall upon a legal holiday, then said meeting shall be held at
the same time on the next day thereafter ensuing which is not a legal holiday.
Notice of all such regular meeting of the Board of Directors is hereby dispensed
with.
Section 8: SPECIAL MEETINGS. Special meetings of the Board
of Directors for any purpose or purposes shall be called at any time by the
President, or if he is absent or unable or refuses to act, by any Vice-President
or by any two Directors.
Written notice of the time and place of special meetings shall
be delivered personally to the Directors or sent to each Director by mail,
telegram, or other form of written communication, charges pre-paid, addressed to
him at his address as it is shown upon the records
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of the corporation, or, if it is not so shown on such records or is not readily
ascertainable, at the place in which the meetings of the Directors are regularly
held.
In case such notice is mailed, telegraphed, or sent by other
form of written communication, it shall be deposited in the United States Mail
or delivered to the telegraph company, or other agency for transmission in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered personally as above provided, it shall be so delivered
at least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such Director.
Section 9: ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors under any provision of the
California General Corporation Law may be taken without a meeting if all members
of the Board of Directors shall individually or collectively consent in writing
to such action. Such written consent or consents shall be filed with the Minutes
of the proceedings of the Board. Such action by written consent shall have the
same force and effect as a unanimous vote of the Directors. Any certificate or
other document filed under any provision of the California General Corporation
Law which relates to the action so taken shall state that the action was taken
by written unanimous consent of the Board of Directors without a meeting and
that the By-Laws authorized the Directors to so act.
Section 10: QUORUM. A majority of the Directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a greater
number be required by law or by the Articles of Incorporation.
Section 11: WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice if a
quorum be present, and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof. All such waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 12: ENTRY OF NOTICE. Whenever any director has been
absent from any special meeting of the Board of Directors, an entry in the
minutes to the effect that notice has been duly given shall be conclusive and
incontrovertible evidence that due notice of such special meeting was given to
such Director, as required by law and the By-Laws of the corporation.
Section 13: ADJOURNMENT. A quorum of the directors may adjourn
any Directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum a majority of the Directors present at
any Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
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Section 14: NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given to absent Directors if
the time and place be fixed at the meeting adjourned.
Section 15: FEES AND COMPENSATION. Directors and members of
the committees may receive such compensation, if any, for their services and
such reimbursement for expenses as may be fixed or determined by resolution of
the Board. Nothing herein contained shall be considered to preclude any Director
from serving the Corporation in any other capacity, including officer, agent,
employee, or otherwise, and receiving compensation therefor.
ARTICLE IV
Officers
--------
Section 1: OFFICERS. The officers of the Corporation shall be
a President, a Vice-President, a Secretary and a Treasurer. The Corporation may
also have at the discretion of the Board of Directors, a Chairman of the Board,
one or more additional vice-presidents, one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. One person may hold
two or more offices, except that the offices of the President and Secretary
shall not be held by the same person.
Section 2: ELECTION. The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article IV, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be elected
and qualified.
Section 3: SUBORDINATE OFFICERS. The Board of Directors may
appoint and may empower the President to appoint such other officers as the
business of the Corporation may require, each of whom shall hold office for such
period, have such authority, and perform such duties as are provided in the
By-Laws or as the Board of Directors may from time to time determine.
Section 4: REMOVAL AND RESIGNATION. Any officer may be
removed, either with or without cause, by the Board of Directors at any regular
or special meeting thereof, or, except in case of an officer chosen by the Board
of Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors, or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
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Section 5: VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification, or any other cause, shall be
filled in the manner prescribed in the ByLaws for regular appointments to such
office.
Section 6: CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or prescribed
by the By-Laws.
Section 7: PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman, if there be such
an officer, the President shall be the chief executive officer of the
Corporation, and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the Chairman of the Board, or if there be one, at all meetings of the
Board of Directors. He shall be ex-officio a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of the
President of a Corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or by the By-Laws.
Section 8: VICE-PRESIDENT. In the absence or disability of the
President, the Vice-Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice-President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to, all the restrictions upon the
President. The Vice-Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or by the By-Laws.
Section 9: SECRETARY. The Secretary shall keep, or cause to be
kept, at the principal office or such other place as the Board of Directors may
order, a book of Minutes of all meetings of Directors, shareholders, and the
Executive Committee, if any, with the time and place of holding, whether regular
or special, and if special how authorized, the notice thereof given, the names
of those present at the Directors' and Executive Committee meetings, the number
of shares present or represented at shareholders' meetings, and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the
principal office, at the office of the Corporation's transfer agent, or at such
other place as the Board of Directors may order, a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
By-Laws or by law to be given, and he
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shall keep the seal of the Corporation in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors, or the By-Laws.
Section 10: TREASURER. The Treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus, and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all times be open to inspection of any Director.
The Treasurer shall deposit all moneys and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Treasurer, and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-Laws.
ARTICLE V
Miscellaneous
-------------
Section 1: RECORD DATE AND CLOSING STOCK BOOKS. The Board of
Directors may fix a time in the future for the record date for the determination
of the shareholders entitled to: (1) Notice of, and to vote at, any meeting of
the shareholders, (2) give any written consent provided for by law, or (3)
receive any dividend or distribution or any allotment of rights or to exercise
rights in respect to any change, conversion or exchange of shares. The record
date so fixed shall not be more than fifty (50) days prior to the date of the
date of the meeting or event for the purpose of which it is fixed. When a record
date is so fixed only shareholders of record on that date are entitled to notice
of, and to vote at the meeting; to give written consents; to receive a dividend,
distribution or allotment of rights; or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date.
The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of a period not more
than fifty (50) days prior to the date of a shareholders' meeting; the date for
giving of written consents; the date when the right to any dividend,
distribution or allotment of rights vests; or the effective date of any change,
conversion or exchange of shares.
Section 2: INSPECTION OF CORPORATE RECORDS. The share
register, or duplicate share register, the books of account, and Minutes of the
proceedings of the shareholders and Directors, and of the Executive Committee or
other committees of the Directors shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate at any
reasonable time, and for a purpose reasonably related to his interest as a
shareholder, or the holder of a voting trust certificate, and shall be exhibited
at any time when
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required by the demand of ten percent (10%) of the shares represented at any
shareholders' meeting. Such inspection may be made in person or by an agent or
attorney, and shall include the right to make extracts. Demand of inspection
other than at a shareholders' meeting shall be made in writing upon the
President or Secretary of the Corporation.
Section 3: CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as from time to time shall be determined by
resolution of the Board of Directors.
Section 4: CONTRACTS, ETC., HOW EXECUTED. The Board of
Directors, except as in the By-Laws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name and on behalf of the corporation, and such authority may
be general or confined to specific instances; and unless so authorized by the
Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.
Section 5: ANNUAL REPORTS. The Board of Directors of the
Corporation shall cause an annual report to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year
calendar year in compliance with the provisions of Section 3007, et seq. of the
California Corporations Code.
Section 6: CERTIFICATE OF STOCK. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates shall
be signed by the President or a Vice-President and the Secretary or an Assistant
Secretary, or be authenticated by facsimiles of signatures of the President and
Secretary, or by a facsimile of the signature of the President and the written
signature of the Secretary or an Assistant Secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk, and be registered by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers, before issuance.
Even though an officer who signed, or whose facsimile signature has been
written, printed or stamped on, a certificate for shares shall have ceased by
death, resignation or otherwise to be an officer of the corporation before such
certificate is delivered by the Corporation, such certificate shall be as valid
as though signed by a duly elected, qualified and authorized officer, if it be
countersigned by a transfer agent or transfer clerk and registered by an
incorporated bank or trust company as registrar of transfers.
Certificates for shares may be issued prior to full payment
under such restrictions and for such purposes as the Board of Directors or the
By-Laws may provide, provided, however, that any such certificate so issued
prior to full payment shall state the amount remaining unpaid and the terms of
payment thereof.
Section 7: LOST CERTIFICATES. Except as hereinafter in this
Section provided, no new certificate for shares shall be issued in lieu of an
old one unless the latter is
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surrendered and canceled at the same time. The Board of Directors may, however,
in case any certificate of shares is lost, stolen, mutilated or destroyed,
authorize the issuance of a new certificate in lieu thereof upon such terms and
conditions, including reasonable indemnification of the corporation, as the
Board shall determine.
Section 8: REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President or any Vice-President and Secretary or any Assistant Secretary of this
Corporation are authorized to vote, represent and exercise on behalf of this
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may be exercised either by such officers in person or by any other person
authorized to do so by proxy or power of attorney duly executed by said
officers.
Section 9: INSPECTION OF BY-LAWS. The Corporation shall keep
in its principal office for the transaction of business the original or a copy
of the By-Laws as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
Section 10: REGISTRARS AND TRANSFER AGENTS. The Board of
Directors may appoint one or more registrars of transfers, which shall be
incorporated banks or trust companies, either domestic or foreign, and one or
more transfer agents or transfer clerks, and who shall be appointed at such
times and places as the requirements of the Corporation may necessitate.
Section 11: FISCAL YEAR. The fiscal year of the Corporation
shall be determined by the Board of Directors and, having been so determined, is
subject to change from time to time as the Board of Directors shall determine.
Section 12: CONSTRUCTION AND DEFINITIONS. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the California General Corporation Law shall govern the
construction of these By-Laws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and the plural number includes the singular and the term
"person" includes a corporation, partnership and trust, as well as a natural
person.
ARTICLE VI
Subchapter S Election
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Section 1: SUBCHAPTER S. ELECTION. If this Corporation has
elected to be taxed pursuant to the provisions of Subchapter S of the Internal
Revenue Code of 1954 as amended, then any person to whom any of its shares are
transferred, shall upon demand by the Corporation, file with the proper Tax
Director of the Internal Revenue Service the necessary
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shareholder consent to such election within thirty (30) days after the date of
sale or transfer to him.
ARTICLE VII
Transfer of Shares
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Section 1: TRANSFER OF SHARES. The shares of stock of this
Corporation shall be issued and held upon the condition that before there can be
a valid sale or transfer of any of said shares, the holder of the shares to be
sold or transferred shall give notice to the Secretary of this Corporation of
his intention to sell or transfer such shares. Said notice shall specify the
number of shares to be sold or transferred, the price per share, the terms upon
which such holder intends to make such sale or transfer, and the name of the
intended purchaser or transferee. The Board of Directors shall have ten (10)
days from the date of receipt of such notice by the Secretary within which to
exercise an option to purchase such stock for the Corporation at the same price
and upon the same terms as set forth in said notice. The right of this
Corporation to exercise such option and to purchase such shares is subject to
the restrictions governing the right of a corporation to purchase its own stock
contained in Section 1705 of the California Corporation Code, and such other
pertinent governmental restrictions as are now or may be hereafter effective.
If any such shares shall not be purchased by the Corporation,
the Secretary of this Corporation shall notify all of the shareholders of record
of this Corporation by mail of said contemplated sale or transfer. Said notice
to shareholders shall contain the same information concerning the proposed sale
or transfer as received by the Corporation, and the Secretary shall mail said
notice to the shareholders immediately upon receipt by him of notification from
the Board of Directors that the Corporation will not purchase any or all of said
shares, or in no event late than ten (10) days after receipt by the Secretary of
the notice of intended sale or transfer. Within twenty (20) days after the date
of mailing of said notice to the shareholders any such shareholders desiring to
acquire any or all of the shares referred to in said notice, shall deliver to
said Secretary a written offer to purchase said shares or a specified number
thereof at the same price and upon the same terms stated in the above mentioned
notice filed with the Secretary.
If the total number of shares specified in such offers by
shareholders equals but does not exceed the number of shares referred to in said
notice to shareholders and not purchased by this Corporation, then the offering
shareholders shall be entitled to purchase the shares pursuant to their
respective offers. If the total number of shares specified in said offers
exceeds the number of shares referred to in said notice, and not purchased by
the Corporation, each offering shareholder shall be entitled to purchase such
proportion of the shares available for purchase as the number of shares of the
Corporation which he holds bears to the total number of shares held by all of
such shareholders desiring to purchase shares. If the total number of shares
specified in such offers to purchase is less than the number of shares referred
to in the notice to shareholders, and not purchased by said Corporation, the
offering shareholders shall not be entitled to purchase any shares, and the
exercise of any option to purchase, or election to purchase any shares by the
Corporation shall be void and without force and effect. The seller or
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transferor in such case may sell or transfer said shares subject to the
provisions and restrictions provided for below.
Any shares mentioned in such notice of intention to transfer
filed with the Secretary and not so purchased by the Corporation, or other
shareholders, may be sold or transferred at any time within six (6) months from
the date of such notice to the person and at the price and terms specified
therein. Such purchaser or transferee shall receive and hold said shares subject
to all of the provisions and restrictions herein contained.
Section 2: WAIVER. The provisions of Section 1 of this Article
VII, and the options and rights therein granted may be waived with respect to
any proposed sale or transfer of shares by written waiver executed by the
Corporation and by the owners of one hundred percent (100%) of the outstanding
capital stock of the Corporation. In the event of any such waiver the provisions
of this Article shall not be applicable to the proposed sale or transfer of
shares with respect to which such waivers shall have been executed, but shall be
applicable to all other shares or transfers of shares.
ARTICLE VIII
Amendments
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Section 1: POWERS OF SHAREHOLDERS. New By-Laws may be adopted
or these By-Laws may be amended or repealed by the vote of shareholders entitled
to exercise a majority of the voting power of the Corporation, or by the written
assent of such shareholders, provided, however, that neither Article VII nor
this Article VIII may be amended or repealed without the vote or written assent
of the shareholders owning at least eighty percent (80%) of the outstanding
capital stock of the Corporation.
Section 2: POWERS OF DIRECTORS. Subject to the right of the
shareholders, as provided in Section 1 of this Article VIII to adopt, amend or
repeal By-Laws, By-Laws other than By-Laws amending or repealing Article VI, and
this Article VIII, and a By-Law changing the authorized number of Directors may
be adopted, amended, or repealed by the Board of Directors; provided, however,
that the Board of Directors may adopt, amend or repeal a By-Law fixing the exact
number of Directors within the limits set by Section 2 of Article III of these
ByLaws if said section provides for a variable number of Directors.