BYLAWS
OF
VOLUME SERVICES, INC.
Offices
1. Registered Office and Resident Agent. The location of the
registered office and name of the resident agent in the state of Kansas shall be
such as shall be designated from time to time by the Board of Directors and be
on file in the appropriate office of the State of Kansas pursuant to applicable
provisions of law.
2. Corporate Offices. The corporation may also have offices at
such other places within and without the state of Kansas as the Board of
Directors may from time to time appoint or as the business of the corporation
may require.
Stockholders' Meetings
3. Place of Meetings. Meetings of the stockholders may be held
within or without the state of Kansas at such place as may be specified in the
notice of meeting, or as may be consented to by the holders of all of the issued
and outstanding capital stock of the corporation having the right to vote at
such meeting. If no place for any such meeting is specified in the notice
thereof, the same shall be held at the registered office of the corporation in
the state of Kansas.
4. Annual Meeting. An annual meeting of the stockholders for
the election of directors to succeed those whose terms expire, and for the
transaction of such other business as may properly come before the meeting,
shall be held on the third Friday of November of each year, if not a legal
holiday, and if a legal holiday, then on the day following. The hour of the
meeting shall be fixed in the notice of waiver or call of the meeting. If no
time is so fixed, the hour of the meeting shall be 10:00 A.M.
5. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President, or the acting President, by the Board of Directors, or by the
holder of not fewer than one-fifth of all outstanding shares of stock entitled
to vote at an annual meeting, and shall be called by any officer directed to do
so by the Board of Directors. Business transacted at all special meetings shall
be confined to the subjects stated in the call.
The "Call" and the "Notice" of any such meeting shall be
deemed synonymous.
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6. Notice. Written or printed notice of each meeting of the
stockholders, whether annual or special, stating the place, date and time
thereof, and in case of a special meeting, the purpose or purposes thereof,
shall be delivered to or mailed to each stockholder entitled to vote thereat at
his post office address as appears on the stock books of the corporation, not
less than ten nor more than thirty days prior to the meeting, unless, as to a
particular matter, other or further notice is required by law, in which case
such other or further notice shall be given.
Any notice of a stockholders' meeting sent by mail shall be
deemed to be delivered when deposited in the United States mail with postage
thereon prepaid, addressed to the stockholder at his address as it appears on
the stock books of the corporation.
7. Waiver of Notice. Whenever any notice is required to be
given under the provisions of these Bylaws, the Articles of Incorporation of the
corporation, or of any law, a waiver thereof, if permitted by law, in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed the equivalent to the giving of such
notice.
8. Quorum. Except as otherwise may be provided by law, by the
Articles of Incorporation or by these Bylaws, the holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
by proxy, shall be required for, and shall constitute, a quorum at all meetings
of the stockholders for the transaction of business.
9. Proxies. At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting unless said
instrument provides for a longer period.
10. Voting. Such stockholder shall have one vote for each
share of stock having voting power registered in his name on the books of the
corporation. Except where the transfer books of the corporation shall have been
closed, or a date shall have been fixed as a record date for the determination
of its stockholders entitled to vote, no share of stock shall be voted at any
election for directors which shall have been transferred on the books of the
corporation within twenty days next preceding such election of directors.
Directors
11. Directors - Powers of the Board. The property and business
of this corporation shall be managed by its Board of
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Directors, which may consist of one or more persons. Directors need not be
stockholders unless the Articles of Incorporation at any time so require. In
addition to the powers and authorities by these Bylaws expressly conferred upon
it, the Board of Directors may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws prohibited or directed or required to be
exercised or done by the stockholders only.
12. Term of Office. The first Board of Directors shall be
elected at the first duly held meeting of the incorporators, and thereafter they
shall be elected at the annual meetings of the stockholders. Each director so
elected, or appointed as hereinafter provided, shall serve until his successor
shall have been elected and shall qualify, or until his written resignation
shall have been filed with the Secretary of the corporation. Each director, upon
his election, shall qualify by accepting the office of director by executing and
filing with the corporation a written acceptance of his election, which shall be
placed in the minute book.
13. Vacancies. If the office of any director becomes vacant by
reason of death, resignation or incapacity to act (which incapacity may be
conclusively determined by the remaining directors), a majority of the remaining
directors, or the remaining director though less than a quorum, may fill the
vacancy. The director so chosen shall hold office until his successor shall be
elected at the next annual meeting of the stockholders, and shall qualify.
14. Regular Meetings - Notice. Regular meetings of the Board
of Directors may be held without notice at the registered office of the
corporation in the state of Kansas, or at such other place or places, within or
without the state of Kansas, as the Board of Directors may from time to time
designate. Any business may be transacted at a regular meeting.
15. Special Meetings - Notice. Special meetings may be called
at any time by the Chairman of the Board or President, or in their absence, by
any Vice President, by the Secretary or by any two directors, by giving two
days' notice of such meeting to each director, either personally or by mail or
telegram, stating the time, place and purpose of any such meeting. The place may
be within or without the state of Kansas as designated in the notice.
16. Quorum. A quorum at all meetings of the Board of Directors
shall consist of a majority of the whole board, unless a greater number as to
any particular matter is required by statute, by the Articles of Incorporation
or by these Bylaws. Less than a quorum may adjourn the meeting successively
until a quorum is present, and no notice of adjournment shall be required.
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17. Waiver. Any notice provided or required to be given to the
directors may be waived in writing by any of them, whether before, or at or
after the time stated therein. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where he attends for the
express purpose, and so states at the opening of such meeting, or objects to the
transaction of any business because the meeting is not lawfully called or
convened.
18. Committees of Directors. The Board of Directors may by
resolution, or resolutions, passed by a majority of the whole board, create and
designate one or more committees, each committee to consist of two or more of
the directors of the corporation.
19. Compensation of Directors and Committee Members. Directors
and committee members shall not receive any stated salary for their services as
such; but by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board or committee, provided that nothing herein contained shall
be construed to preclude any director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.
20. Indemnification of Directors and Voting Trustees. Each
director of the corporation and each voting trustee under any voting trust
agreement (which has been entered into between the owners and holders of the
shares of the corporation, such voting trustees and the corporation), shall be
indemnified by the corporation against all costs and expenses (including counsel
fees) actually and necessarily incurred by or empowered upon him in connection
with the defense of any action, suit or proceeding to which he shall be made a
party by reason of his being or having been a director of the corporation or
such voting trustee (whether or not he continues to be a director or such voting
trustee at the time of incurring such costs and expenses), except in relation to
any matters as to which he shall be adjudged in such action, suit or proceeding,
without such judgment being reversed, to have been liable for gross misconduct
in the performance of his duties as such director or such voting trustee. In the
event of the settlement of any such action, suit or proceeding prior to final
judgment, the corporation shall also make reimbursement or payment of the costs,
expenses and amounts paid or to be paid in settling any such action, suit or
proceeding, when such settlement appears to be in the interests of the
corporation to a majority of the directors who are not involved, or to two or
more stockholders holding or beneficially owning at least one-third in amount of
the shares of stock of the corporation having voting rights then outstanding.
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Officers
21. Elected Officers. The Board of Directors at each annual
meeting thereof shall elect a President from among their own number, and shall
also elect a Secretary and Treasurer and, if desired, one or more Vice
Presidents. The Secretary, Treasurer and Vice Presidents need not be members of
the Board of Directors. If the board so desires, the President, Secretary and
Treasurer may be the same person, and also a Vice President may hold the office
of Secretary and Treasurer. The Secretary and Treasurer may be the same person.
22. Appointed Officers and Agents. The Board of Directors may
from time to time appoint such Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other agents and attorneys as may be deemed necessary,
who may exercise such powers, possess such authorities, and perform such duties
as shall be determined by the Board of Directors.
23. Term of Office. Each elected officer of the corporation
shall hold office until his successor is chosen and qualified, or until he
resigns or is removed by the Board of Directors, whichever occurs first.
Appointed officers and agents shall hold office at the pleasure of the board.
Any officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of the majority of the whole Board of Directors. If
the office of any officer becomes vacant for any reason, such vacancy shall be
filled by the affirmative vote of a majority of the whole Board of Directors.
24. Salaries and Compensation of the Board. Salaries
and compensation of all elected officers of the corporation shall be fixed by
the Board of Directors. However, unless prohibited by law, the power to fix
salaries and compensation, except as to the salary and compensation of the
President, may be delegated by the Board of Directors to the President or to a
committee. Salaries and compensation of all other officers, employees and agents
of the corporation may be fixed by the Board of Directors; but until action is
taken with respect thereto by the Board of Directors, they may be fixed,
increased or decreased by the President of the corporation or by any other
elected officer to whom the Board of Directors may delegate authority therefor.
Duties of Officers
25. President. The President shall be the chief executive
officer of the corporation. He shall preside at all meetings of the directors
and at all meetings of the stockholders, unless the stockholders choose a
different presiding officer for any meeting. He shall have general and active
management of the affairs and activities of the corporation, subject to the
direction of the Board of Directors, and shall see that all orders and
resolutions of the board are carried into effect. He shall execute bonds,
mortgages and other
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contracts requiring execution by the corporation. He shall also be ex officio a
member of all standing committees.
26. Vice President. The Vice Presidents in the order of their
seniority shall, in the absence, disability or inability to act of the
President, perform the duties and exercise the powers of the President (except
the power to fix or alter compensation) and shall perform such other duties as
the Board of Directors shall from time to time prescribe.
27. The Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the Board of Directors and stockholders,
unless the stockholders at any meeting choose a different person to act as
secretary of the meeting; shall record or cause to be recorded all votes taken
and the minutes of all such proceedings at which he acts as Secretary; and shall
file such in a minute book of the corporation to be kept for that purpose. He
shall give, or cause to be given, notice of all meetings of the stockholders and
of the Board of Directors, except as otherwise provided in these Bylaws, and
shall perform such other duties as are incident to the office of Secretary and
as may be assigned by the Board of Directors or President under whose
supervision he shall be. When authorized to do so, he shall attest any
instruments requiring it by affixing his signature.
The Assistant Secretaries, in the order of their seniority, in
the absence, disability or inability to act of the Secretary, shall perform the
duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors may from time to time prescribe.
28. The Treasurer and Assistant Treasurers. The
Treasurer shall have responsibility for the safekeeping of the funds and
securities of the corporation and shall keep, or cause to be kept, full and
accurate accounts of receipts and disbursements in books belonging to the
corporation. He shall keep, or cause to be kept, all other books of account and
accounting records of the corporation, and shall deposit, or cause to be
deposited, all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the Board of
Directors.
He shall disburse, or permit to be disbursed, the funds of the
corporation as may be ordered or authorized generally by the Board of Directors,
or as may be directed specifically by the President. He shall render to the
chief executive officers of the corporation and the Board of Directors, whenever
they may require it, an account of all his transactions as Treasurer, of those
under his jurisdiction, and of the financial status and affairs of the
corporation.
He shall be the chief financial and account officer of the
corporation; shall have the general duties, powers and
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responsibilities of a Treasurer of a corporation; and shall perform such other
duties and have such other responsibilities and authority as may be assigned to
him from time to time by the Board of Directors or President.
The Assistant Treasurers, in the order of their seniority, in
the absence, disability or inability of the Treasurer, shall perform the duties
and exercise the powers of the Treasurer and shall perform such other duties as
the Board of Directors shall from time to time prescribe.
29. Duties of Officers May Be Delegated. If an officer of the
corporation be absent or unable to act, or for any other reason that the Board
of Directors may deem sufficient, the Board of Directors may delegate for the
time being some or all of the functions, duties, powers and responsibilities of
any officer to any other officer, or to any other agent or employee of the
corporation or other responsible person, provided a majority of the whole board
concurs therein.
Shares of Stock
30. Certificates of Stock. Each holder of stock of the
corporation shall be entitled to a certificate signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, certifying the number, class and character of shares owned
by him. If the corporation has a transfer agent or assistant transfer agent or a
transfer clerk acting on behalf of such corporation and a registrar, the
signature of any such officer may be facsimile. The certificates of stock shall
be numbered consecutively and shall be entered in the books of the corporation
as they are issued.
31. Transfers of Stock - Transfer Agent - Registrar. Transfers
of stock shall be made on the books of the corporation only by the person named
in the stock certificate or by his attorney lawfully constituted in writing, and
upon surrender of the certificate therefor. The stock record book and other
transfer records shall be in the possession of the Secretary or of a transfer
agent or clerk of the corporation.
32. Lost Certificates. In the case of the loss or destruction
of any outstanding certificate of stock of the corporation, the President or
Secretary may issue a duplicate certificate (plainly marked "duplicate") in its
place, upon the registered owner thereof or his legal representative furnishing
due proof of loss thereof by affidavit, the advertisement thereof in such manner
as required by the Board of Directors and if required by the Board of Directors,
and a bond sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss of such certificate.
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33. Preemptive or Reserved Rights. The existing stockholders
shall have the right to purchase and acquire the stock of a selling stockholder
before sale thereof to a nonstockholder.
34. Procedure for Sale. If any stockholder desires to sell his
shares of stock, he shall first offer such share or shares for sale to the other
stockholders and the corporation (it being the intention hereof to give the
other stockholders and the corporation a preference in the purchase of such
shares of stock). An attempted sale thereof in violation of this provision shall
be void. A stockholder desiring to sell his shares of stock shall file notice in
writing of his intention so to do with the Secretary of the corporation, stating
the price and terms of sale. Unless his terms are accepted by any or all of the
stockholders, or the corporation, within thirty days thereafter, they shall be
deemed to have waived their privileges of purchasing said shares of stock. The
owner thereof then shall have the right to sell to whomsoever will purchase for
the price and upon the terms stated in said notice so filed with the Secretary
of the corporation, or at a cash price in excess thereof.
35. Exceptions. Section 34 of these Bylaws is subject to the
following provisions: (1) the shares of stock owned by any stockholder who dies
intestate shall pass to his heirs by the laws of intestate succession; (2) any
stockholder shall have the right to sell and dispose of his stock to any person
or persons who are his heirs-apparent, or who are within the degree of
relationship provided by Section 59-509 of the Kansas Statutes Annotated; (3)
any such stockholder shall have the right and power to dispose of his stock by
will; (4) any such stockholder shall have the right and power to pledge his
stock to a bank or other lending institution as security for a loan.
General
36. Dividends. Dividends upon the shares of stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
and of the applicable law or statute, may be declared by the Board of Directors
at any regular or special meeting. Dividends may be paid in cash, in property or
in shares of its stock and to the extent and in the manner provided by law
out of any available earned surplus or earnings of the corporation.
Liquidating dividends or dividends representing a distribution
of paid-in surplus or a return of capital shall be made only when and in the
manner permitted by law.
37. Creation of Reserves. Before the 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
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directors from time to time, in their discretion, think proper as a reserve fund
or funds, 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 interests of the corporation. The
directors may abolish any such reserve in the manner in which it was created.
38. Fixing of Capital, Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the Board of
Directors is expressly empowered to exercise all authority conferred upon it or
the corporation by any law or statute, and in conformity therewith relative to:
(i) The determination of what part of the consideration
received for shares of the corporation shall be
capital.
(ii) Increasing capital.
(iii) Transferring surplus to capital.
(iv) The consideration to be received by the corporation
for its shares.
(v) All similar or related matters; provided that any
concurrent action or consent by or of the corporation
and its stockholders required to be taken or given
pursuant to law shall be duly taken or given in
connection therewith.
39. Checks, Notes and Mortgages. All checks or instruments for
payment, disbursement or transfer of moneys or funds of the corporation may be
signed in its behalf by the Treasurer and/or such other officer or officers or
responsible persons as may be designated from time to time by resolution of the
Board of Directors. All notes of the corporation and any mortgages or other
forms of security given to secure the payment of the same shall be signed by the
President and attested by the Secretary or Assistant Secretary; provided that
the Board of Directors by resolutions adopted by a majority of the whole board
may authorize such other officer or officers or other responsible person or
persons to execute any such instruments for and in behalf of the corporation.
40. Fiscal Year. The fiscal year of the corporation may be
designated from time to time by the Board of Directors.
Amendment of Bylaws
41. Amendment of Bylaws. Subject to the provisions of the
Articles of Incorporation and the paramount power of the stockholders to amend,
alter or repeal these Bylaws at any annual
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or special meeting, these Bylaws may be altered, amended or repealed, and new
Bylaws enacted by the Board of Directors at an annual, regular or special
meeting thereof, if notice of the proposed change be contained in the notice of
the meeting; provided, however, that no change of the time and place of the
election of directors shall be made within sixty days next before the day on
which such election is to be held and that in case of any change of such time
and place, notice thereof shall be given to each stockholder in person or by
mail, mailed to his last known post office address at least twenty days before
the election next ensuing. Notice of any amendment of these Bylaws by the Board
of Directors shall be given to each stockholder having voting rights, in person
or by mail, mailed to his last known post office address within ten days after
the date of such amendment having been made by the Board of Directors.
Certificate
I, Nicholas A. Dinielli, the undersigned, certify that I acted
as chairman of the first meeting of directors of Volume Services, Inc. held on
the 20th day of November 1987, at which meeting the foregoing Bylaws were duly
adopted as and for the Bylaws of the corporation; and I hereby further certify
that the foregoing constitute the Bylaws of said corporation.
Dated November 20, 1987.
/s/ Nicholas A. Dinielli
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Nicholas A. Dinielli