Exhibit 3.12
BYLAWS
OF
WASCO INSURANCE AGENCY, INC.
Offices and Records
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1. (a) Registered Office and Registered Agent. The location of the
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registered office and the name of the registered agent of the corporation in the
state of Missouri shall be such as shall be determined from time to time by the
board of directors and on file in the appropriate office of the State of
Missouri pursuant to applicable provisions of law. Unless otherwise permitted by
law, the address of the registered office of the corporation and the address of
the business office of the registered agent shall be identical.
(b) Corporate Offices. The corporation may have such corporate offices
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anywhere within or without the State of Missouri as the board of directors from
time to time may determine or the business of the corporation may require. The
"principal place of business" or "principal business" or "executive" office or
offices of the corporation may be fixed and so designated from time to time by
the board of directors, but the location or residence of the corporation in
Missouri shall be deemed for all purposes to be in the county in which its
registered office in Missouri is maintained.
2. (a) Records. The corporation shall keep at its registered office, or
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principal place of business, in Missouri, original or duplicate books in which
shall be recorded the number of its shares subscribed, the names of the owners
of its shares, the numbers owned of record by them respectively, the amount of
shares paid, and by whom, the transfer of said shares with the date of transfer,
the amount of its assets and liabilities, and the names and places of residence
of its officers, and, from time to time, such other or additional records,
statements, lists, and information as may be required by law, including the
shareholders' lists mentioned in paragraph 10 of these bylaws.
(b) Inspection of Records. A shareholder, if he be entitled and demands
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to inspect the records of the corporation pursuant to any statutory or other
legal right, shall be privileged to inspect such records only during the usual
and customary hours of business and in such manner as will not unduly interfere
with the regular conduct of the business of the corporation. A shareholder may
delegate his right of inspection to a certified or public accountant on the
condition, to be enforced at the option of the corporation, that the shareholder
and accountant agree with the corporation to furnish to the corporation promptly
a true and correct copy of each report with respect to such inspection made by
such accountant. No shareholder shall use, permit to be used or acquiesce in the
use by others of any information so obtained to the detriment competitively of
the corporation, nor shall he furnish or permit to be furnished any information
so obtained to any competitor or prospective competitor of the corporation. The
corporation as a condition precedent to any shareholder's inspection of the
records of the corporation may require the shareholder to indemnify the
corporation, in such manner and for such amount as may be determined by the
board of directors, against any loss or damage which may be suffered by it
arising out of or resulting from any unauthorized disclosure made or permitted
to be made by such shareholder of information obtained in the course of such
inspection.
Seal
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3. Corporate Seal. The corporate seal shall have inscribed thereon the
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name of the corporation and the words: Corporate Seal - Missouri. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any manner reproduced.
Shareholders' Meetings
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4. Place of Meetings. All meetings of the shareholders shall be held at the
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principal business office of the corporation in Missouri, except such meetings
as the board of directors to the extent permissible by law expressly determines
shall be held elsewhere, in which case such meetings may be held, upon notice
thereof as hereinafter provided, at such other place or places, within or
without the State of Missouri, as the board of directors shall have determined,
and as shall be stated in such notice; and, unless specifically prohibited by
law, any meeting may be held at any place and time, and for any purpose, if
consented to in writing by all of the shareholders entitled to vote thereat.
5. (a) Annual Meetings. An annual meeting of shareholders shall be held on
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the second Thursday in April of each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 am., when they
shall elect a board of directors and transact such other business as may
properly be brought before the meeting.
(b) Special meetings of the shareholders may be held for any purpose or
purposes and may be called by the chairman of the board, by the president, by
the secretary, by the board of directors, or by the holders of, or by any
officer or shareholder upon the written request of the holders of, not less than
one-fifth of all outstanding shares entitled to vote at any such meeting, and
shall be called by any officer directed to do so by the board of directors.
The "Call" and the "notice" of any such meeting shall be deemed to
be synonymous.
(c) Consent of Shareholders in Lieu of Meeting. Any action required
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to be taken or which may be taken at a meeting of the shareholders may be taken
without a meeting if consents in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
action so taken. The secretary shall file such consents with the minutes of the
meetings of the shareholders.
6. (a) Notice. Written or printed notice of each meeting of the
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shareholders, whether annual or special, stating the place, day and hour of the
meeting, and, in case of a special meeting, the purpose or purposes thereof,
shall be delivered or given to each shareholder entitled to vote thereat, either
personally or by mail, not less than ten (10) days or more than fifty (50) 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 shareholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the shareholder at his address as it appears on the records of the
corporation.
(b) Waiver of Notice. Whenever any notice is required to be given under the
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provisions of these bylaws, or of the articles of incorporation or of any law, a
waiver thereof 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.
To the extent provided by law, attendance of a shareholder at any meeting
shall constitute a waiver of notice of such meeting.
(c) Presiding Officials. Every meeting of the shareholders, for
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whatever object, shall be convened by the president, or by the officer or any of
the persons who called the meeting by notice as above provided, but it shall be
presided over by the officers specified in paragraphs 29, 30 and 31 of these
bylaws; provided, however, that the shareholders at any meeting, by a majority
vote in amount of shares represented thereat, and notwithstanding anything to
the contrary contained elsewhere in these bylaws, may select any persons of
their choosing to act as chairman and secretary of such meeting or any session
thereof.
7. (a) Business which may be Transacted at Annual Meetings. At each annual
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meeting of the shareholders, the shareholders shall elect a board of directors
to hold office until the next succeeding annual meeting or until their
successors shall have been elected and qualified and they may transact such
other business as may be desired, whether or not the same was specified in the
notice of the meeting, unless the consideration of such other business without
its having been specified in the notice of the meeting as one of the purposes
thereof, is prohibited by law.
(b) Business which may be Transacted at Special Meetings. Business
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transacted at all special meetings shall be confined to the purposes stated in
the notice of such meeting, unless the transaction of other business is
consented to by the holders of all of the outstanding shares of stock of the
corporation entitled to vote thereat.
8. Quorum. Except as otherwise may be provided by law or by the articles of
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incorporation, the holders of a majority of the outstanding shares entitled to
vote thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of the shareholders. Every decision of a
majority in amount of shares of such quorum shall be valid as a corporate act,
except in those specific instances in which a larger vote is required by law or
by the articles of incorporation. If, however, such quorum should not be present
at any meeting, the shareholders present and entitled to vote shall have power
successively to adjourn the meeting, without notice to any shareholder other
than announcement at the meeting, to a specified date not longer than ninety
(90) days after such adjournment. At any subsequent session of the meeting at
which a quorum is present in person or by proxy any business may be transacted
which could have been transacted at the initial session of the meeting if a
quorum had been present.
9. (a) Proxies. At any meeting of the shareholders every shareholder having
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the right to vote shall be entitled to vote in person or by proxy executed in
writing by such shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
(b) Voting. Each shareholder shall have one vote for each share of stock
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entitled to vote under the provisions of the articles of incorporation and which
is registered in his name on the books of the corporation; but in the election
of directors cumulative voting shall prevail. Accordingly, each shareholder
shall have the right to cast as many votes in the aggregate as shall equal the
number of voting shares so held by him, multiplied by the number of directors to
be elected at such election, and he may cast the whole number of such votes for
one candidate or distribute them among two or more candidates. Directors shall
not be elected in any other manner.
No person shall be admitted to vote on any shares belonging or hypothecated
to the corporation.
If the board of directors shall not have closed the transfer books of the
corporation and there shall be no date fixed by the board of directors or by
statute for the determination of its shareholders entitled to vote, no person
shall be admitted to vote directly or by proxy except those in whose names the
shares of the corporation shall stand on the transfer books at the time of the
meeting.
(c) Registered Shareholders - Exceptions - Stock Ownership Presumed. The
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corporation shall be entitled to treat the holders of the shares of stock of the
corporation, as recorded on the stock record or transfer books of the
corporation, as the holders of record and as the holders and owners in fact
thereof, and, accordingly, the corporation shall not be required to recognize
any equitable or other claim to or interest in any such shares on the part of
any other person, firm, partnership, corporation or association, whether or not
the corporation shall have express or other notice thereof, except as is
otherwise expressly required by law, and the term "shareholder" as used in these
bylaws means one who is a holder of record of shares of the corporation;
provided, however, that if permitted by law,
(i) shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine;
(ii) shares standing in the name of a deceased person may be
voted by his administrator or executor, either in person or by proxy;
and shares standing in the name of a guardian, curator or trustee may
be voted by such fiduciary, either in person or by proxy, but no
guardian, curator or trustee shall be entitled, as such fiduciary, to
vote shares held by him without a transfer of such shares into his
name;
(iii) shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the
court by which such receiver was appointed; and
(iv) a shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred of record into
the name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
10. Shareholders' Lists. A complete list of the shareholders entitled to
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vote at each meeting of the shareholders, arranged in alphabetical order, with
the address of and the number of voting shares held by each, shall be prepared
by the officer of the corporation having sharge of the stock transfer books of
the corporation, and shall, for a period of ten (10) days prior to the meeting,
be kept on file at the registered office of the corporation in Missouri and
shall at any time during the usual hours for business be subject to inspection
by any shareholder. Such list or a duplicate thereof shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the
whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in the State of Missouri, shall be prima facie evidence
as to who are the shareholders entitled to examine such list, share ledger or
transfer book or to vote at any meeting of the shareholders.
Failure to comply with the foregoing shall not affect the validity of
any action taken at any such meeting.
Directors
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11. Unless and until changed by the board of directors as hereinafter
provided, the number of directors to constitute the board of directors shall be
the same number as that provided for the first board in the articles of
incorporation. The board of directors, to the extent permitted by law, shall
have the power to change the number of directors, provided that any notice
required by law of any such change is duly given. Directors need not be
shareholders unless the articles of incorporation at any time so require.
12. Powers of the Board. The property and business of the corporation shall
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be controlled and managed by the directors, acting as a board. The board shall
have and is vested with all and unlimited powers and authorities, except as may
be expressly limited by law, the articles of incorporation or these bylaws, to
do or cause to be done any and all lawful things for and in behalf of the
corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.
13. Offices. The directors may have one or more offices, and keep the books
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of the corporation (except the original or duplicate stock ledgers, and such
other books and records as may by law be required to be kept at a particular
place) at such place or places within or without the State of Missouri as the
board of directors may from time to time determine.
14. Meetings of the Newly Elected Board - Notice. The members of each newly
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elected board shall meet (i) at such time and place, either within or without
the State of Missouri, as shall be suggested or provided for by resolution of
the shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or (ii) if not so suggested or
provided for by resolution of the shareholders or if a quorum shall not be
present, the members of such board may meet at such time and place as shall be
consented to in writing by a majority of the newly elected directors, provided
that written or printed notice of such meeting shall be mailed, sent by telegram
or delivered to each of the other directors in the same manner as provided in
paragraph 16 of these bylaws with respect to the giving of notice for special
meetings of the board except that it shall not be necessary to state the purpose
of the meeting in such notice, or (iii) regardless of whether or not the time
and place of such meeting shall be suggested or provided for by resolution of
the shareholders at the annual meeting, the members of such board may meet at
such time and place as shall be consented to in writing by all of the newly
elected directors. Each director, upon his election, shall qualify by accepting
the office of director, and his attendance at, or his written approval of the
minutes of, any meeting of the newly elected directors shall constitute his
acceptance of such office; or he may execute such acceptance by a separate
writing, which shall be placed in the minute book.
15. Regular Meetings - Notice. Regular meetings of the board may be held
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without notice at such times and places either within or without the State of
Missouri as shall from time to time be fixed by resolution adopted by the full
board of directors.
Any business may be transacted at a regular meeting.
16. Special Meetings - Notice. Special meetings of the board may be called
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at any time by the chairman of the board, the president, any vice president or
the secretary, or by any one or more of the directors. The place may be within
or without the State of Missouri as designated in the notice.
Written or printed notice of each special meeting of the board, stating
the place, day and hour of the meeting and the purpose or purposes thereof,
shall be mailed to each director at least three (3) days before the day on which
the meeting is to be held, or shall be sent to him by telegram, or be delivered,
at least two (2) days before the day on which the meeting is to be held. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon addressed to the director at his residence or
usual place of business. If notice be given by telegraph, such notice shall be
deemed to be delivered when the same is delivered to the telegraph company. The
notice may be given by any officer having authority to call the meeting or by
any director.
"Notice" and "Call" with respect to such meetings shall be deemed to be
synonymous.
17. Waiver of Notice. Whenever any notice is required to be given to any
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director under the provisions of these bylaws, or of the articles of
incorporation or of any law, a waiver thereof in writing signed by such
director, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
To the extent provided by law, attendance of a director at any meeting
shall constitute a waiver of notice of such meeting.
18. Meetings by Conference Telephone or Similar Communications Equipment.
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Unless otherwise restricted by the articles of incorporation or these bylaws or
by law, members of the board of directors of the corporation, or any committee
designated by such board, may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such meeting.
19. Quorum. At all meetings of the board a majority of the full board of
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directors shall, unless a greater number as to any particular matter is required
by the articles of incorporation or these bylaws, constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum, except as may be otherwise specifically
provided by statute, the articles of incorporation or these bylaws, shall be the
act of the board of directors.
20. Vacancies. If the office of any director becomes vacant by reason of
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death or resignation, a majority of the survivors or remaining directors, though
less than a quorum, may fill the vacancy until a successor shall have been duly
elected at a shareholders' meeting.
21. Action without a Meeting. Any action which is required to be or may be
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taken at a meeting of the directors may be taken without a meeting if consents
in writing, setting forth the action so taken, are signed by all of the
directors. The consents shall have the same force and effect as a unanimous vote
of the directors at a meeting duly held. The secretary shall file such consents
with the minutes of the meetings of the board of directors.
22. Indemnification and Liability of Directors and Officers. Each person
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who is or was a director or officer of the corporation or is or was serving at
the request of the corporation as a director or officer of another corporation
(including the heirs, executors, administrators or estate of such person) shall
be indemnified by the corporation as of right to the full extent permitted or
authorized by the laws of the State of Missouri, as now in effect and as
hereafter amended, against any liability, judgment, fine, amount paid in
settlement, cost and expense (including attorneys' fees) asserted or threatened
against and incurred by such person in his capacity as or arising out, of his
status as a director or officer of the corporation or, if serving at the request
of the corporation, as a director or officer of another corporation. The
indemnification provided by this bylaw provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under any agreement, vote of stockholders or disinterested directors or
otherwise, and shall not limit in any way any right which the corporation may
have to make different or further indemnifications with respect to the same or
different persons or classes of persons.
No person shall be liable to the corporation for any loss, damage,
liability or expense suffered by it on account of any action taken or omitted to
be taken by him as a director or officer of the corporation or of any other
corporation which he serves as a director or officer at the request of the
corporation, if such person (i) exercised the same degree of care and skill as a
prudent man would have exercised under the circumstances in the conduct of his
own affairs, or (ii) took or omitted to take such action in reliance upon advice
of counsel for the corporation, or for such other corporation, or upon
statements made or information furnished by directors, officers, employees or
agents of the corporation, or of such other corporation, which he had no
reasonable grounds to disbelieve.
23. Executive Committee. The board of directors may, by resolution or
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resolutions adopted by a majority of the whole board of directors, designate an
executive committee, such committee to consist of two or more directors of the
corporation, which committee, to the extent provided in said resolution or
resolutions, shall have and may exercise all of the authority of the board of
directors in the management of the corporation; provided, however, that the
designation of such committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member thereof, of any
responsibility imposed upon it or him by law.
The executive committee shall keep regular minutes of its proceedings,
which minutes shall be recorded in the minute book of the corporation. The
secretary or an assistant secretary of the corporation may act as secretary for
the committee if the committee so requests.
24. Compensation of Directors and Committee Members. Directors and members
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of all committees shall not receive any stated salary for their services as
such, but by resolution of the board, 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.
Officers
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25. (a) Officers - Who Shall Constitute. The officers of the corporation
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shall be a chairman of the board, a president, one or more vice presidents, a
secretary, a treasurer, one or more assistant
secretaries and one or more assistant treasurers. The board shall elect or
appoint a president and secretary at its first meeting after each annual meeting
of the shareholders. The board then, or from time to time, may also elect or
appoint one or more of the other prescribed officers as it shall deem advisable,
but need not elect or appoint any officers other than a president and a
secretary. The board may, if it desires, further identify or describe any one or
more of such officers.
The officers of the corporation need not be members of the board of
directors. Any two or more offices may be held by the same person, except the
offices of president and secretary.
An officer shall be deemed qualified when he enters upon the duties of
the office to which he has been elected or appointed and furnishes any bond
required by the board; but the board may also require of such person his written
acceptance and promise faithfully to discharge the duties of such office.
(b) Term of Office. Each officer of the corporation shall hold his
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office at the pleasure of the board of directors or for such other period as the
board may specify at the time of his election or appointment, or until his
death, resignation or removal by the board, whichever first occurs. In any
event, the term of office of each officer of the corporation holding his office
at the pleasure of the board shall terminate at the annual meeting of the board
next succeeding his election or appointment and at which any officer of the
corporation is elected or appointed, unless the board provides otherwise at the
time of his election or appointment.
(c) Other Agents. The board from time to time may also appoint such
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other agents for the corporation as it shall deem necessary or advisable, each
of whom shall serve at the pleasure of the board or for such period as the board
may specify, and shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the board or by an officer
empowered by the board to make such determinations.
26. Removal. Any officer or agent elected or appointed by the board of
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directors, and any employee, may be removed or discharged by the board whenever
in its judgment the best interests of the corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.
27. Salaries and Compensation. Salaries and compensation of all elected
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officers of the corporation shall be fixed, increased or decreased by the board
of directors, but this power, except as to the salary or compensation of the
chairman of the board and the president, may, unless prohibited by law, be
delegated by the board to the chairman of the board, the president or a
committee. Salaries and compensation of all appointed officers and agents, and
of all employees of the corporation, may be fixed, increased or decreased by the
board of directors, but until action is taken with respect thereto by the board
of directors, the same may be fixed, increased or decreased by the president or
by such other officer or officers as may be empowered by the board of directors
to do so.
28. Delegation of Authority to Hire, Discharge and Designate Duties. The
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board from time to time may delegate to the chairman of the board, the president
or other officer or executive employee of the corporation, authority to hire,
discharge and fix and modify the duties, salary or other compensation of
employees of the corporation under their jurisdiction, and the board may
delegate to such officer or executive employee similar authority with respect to
obtaining and retaining for the corporation the services of attorneys,
accountants and other experts.
29. The Chairman of the Board. If a chairman of the board be elected or
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appointed, he shall, except as otherwise provided for in paragraph 6(c) of these
bylaws, preside at all meetings of the shareholders and directors at which he
may be present and shall have such other duties, powers and authority as may be
prescribed elsewhere in these bylaws. The board of directors may delegate such
other authority and assign such additional duties to the chairman of the board,
other than those conferred by law exclusively upon the president, as it may from
time to time determine, and, to the extent permissible by law, the board may
designate the chairman of the board as the chief executive officer of the
corporation with all of the powers otherwise conferred upon the president of the
corporation under paragraph 30 of these bylaws, or it may, from time to time,
divide the responsibilities, duties and authority for the general control and
management of the corporation's business and affairs between the chairman of the
board and the president. If the chairman of the board is designated as the chief
executive officer of the corporation, notice thereof shall be given to the
extent and in the manner as may be required by law.
30. The President. Unless the board otherwise provides, the president shall
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be the chief executive officer of the corporation with such general executive
powers and duties of supervision and management as are usually vested in the
office of the chief executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the board. Except as otherwise provided
for in paragraph 6(c) of these bylaws, the president, in the absence of the
chairman of the board or if there be no chairman of the board, shall preside at
all meetings of the shareholders and directors.
The president may execute all bonds, notes, debentures, mortgages and
other contracts requiring a seal, under the seal of the corporation, and may
cause the seal to be affixed thereto, and all other instruments for and in the
name of the corporation.
Unless the board otherwise provides, the president, or any person
designated in writing by him, may (i) attend meetings of shareholders of other
corporations to represent this corporation thereat and to vote or take action
with respect to the shares of any such corporation owned by this corporation in
such manner as he or his designee may determine, and (ii) execute and deliver
waivers of notice and proxies for and in the name of the corporation with
respect to any such shares owned by this corporation.
He shall, unless the board otherwise provides, be ex officio a member
of all standing committees.
He shall have such other or further duties and authority as may be
prescribed elsewhere in these bylaws or from time to time by the board of
directors.
If a chairman of the board be elected or appointed and designated as
the chief executive officer of the corporation, as provided in paragraph 29 of
these bylaws, the president shall perform such duties as may be specifically
delegated to him by the board of directors and as are conferred by law
exclusively upon him, and in the absence, disability or inability to act of the
chairman of the board, the president shall perform the duties and exercise the
powers of the chairman of the board.
31. Vice Presidents. The vice presidents in the order of their seniority,
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as determined by the board, shall, in the absence, disability or inability to
act
of the president, perform the duties and exercise the powers of the president,
and shall perform such other duties as the board of directors shall from time to
time prescribe.
32. The Secretary and Assistant Secretaries. The secretary shall attend all
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sessions of the board and, except as otherwise provided for in paragraph 6(c) of
these bylaws, all meetings of the shareholders, and shall record or cause to be
recorded all votes taken and the minutes of all proceedings in a minute book of
the corporation to be kept for that purpose. He shall perform like duties for
the executive and other standing committees when requested by the board or any
such committee to do so.
He shall see that all books, records, lists and information, or
duplicates, required to be maintained at the registered or some office of the
corporation in Missouri, or elsewhere, are so maintained.
He shall keep in safe custody the seal of the corporation and when duly
authorized to do so shall affix the same to any instrument requiring it, and,
when so affixed, he shall attest the same by his signature.
He shall perform such other duties and have such other authority as may
be prescribed elsewhere in these bylaws or from time to time by the board of
directors or the chief executive officer of the corporation, under whose direct
supervision he shall be.
He shall have the general duties, powers and responsibilities of a
secretary of a corporation.
Any assistant secretary, in the absence, disability or inability to act
of the secretary, may perform the duties and exercise the powers of the
secretary, and shall perform such other duties and have such other authority as
the board of directors may from time to time prescribe.
33. The Treasurer and Assistant Treasurers. The treasurer shall have
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responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall keep,
or cause to be kept, all other books of account and accounting records of the
corporation. He 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 or by any officer of
the corporation to whom such authority has been granted 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, and shall
render to the chief executive officer of the corporation and the directors,
whenever they may require it, an account of all his transactions as treasurer
and of those under his jurisdiction, and of the financial condition of the
corporation.
He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these bylaws or
from time to time by the board of directors.
He shall have the general duties, powers and responsibility of a
treasurer of a corporation, and shall, unless otherwise provided by the board,
be the chief financial and accounting officer of the corporation.
If required by the board, he shall give the corporation a bond in a sum
and with one or more sureties satisfactory to the board for the faithful
performance of the duties of his office and for the restoration to the
corporation, in the case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control which belong to the corporation.
Any assistant treasurer, in the absence, disability or inability to act
of the treasurer, may perform the duties and exercise the powers of the
treasurer, and shall perform such other duties and have such other authority as
the board of directors may from time to time prescribe.
34. Duties of Officers May Be Delegated. If any officer of the corporation
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be absent or unable to act, or for any other reason that the board may deem
sufficient, the board 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 of directors concurs
therein.
Shares of Stock
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35. Payment for Shares of Stock. The corporation shall not issue shares of
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stock except for money paid, labor done or property actually received; provided,
however, that shares may be issued in consideration of valid bona fide
antecedent debts. No note or obligation given by any shareholder, whether
secured by deed of trust, mortgage or otherwise, shall be considered as payment
of any part of any share or shares.
36. Certificates for Shares of Stock. The certificates for shares of stock
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of the corporation shall be numbered, shall be in such form as may be prescribed
by the board of directors in conformity with law, and shall be entered in the
stock books of the corporation as they are issued. Such entries shall show the
name and address of the person, firm, partnership, corporation or association to
whom each certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, corporation or
association to whom it is issued and the number of shares represented thereby.
It shall be signed by the president or a vice president or, if permitted by law,
the chairman of the board and the secretary or an assistant secretary or the
treasurer or an assistant treasurer of the corporation, and sealed with the seal
of the corporation, which seal may be facsimile, engraved or printed. If the
corporation has a transfer agent or a transfer clerk who signs such
certificates, the signatures of any of the other officers above mentioned may be
facsimiles, engraved or printed. In case any such officer who has signed or
whose facsimile signature has been placed upon any such certificate shall have
ceased to be such officer before such certificate is issued, such certificate
may nevertheless be issued by the corporation with the same effect as if such
officer were an officer at the date of its issue.
37. Transfers of Shares - Transfer Agent - Registrar. Transfers of shares
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of stock shall be made on the stock record or transfer 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 transfer clerk for the corporation. The
corporation, by resolution of the board, may from time to time appoint a
transfer agent or transfer clerk and, if desired, a registrar, under such
arrangements and upon such terms and conditions as the board deems advisable,
but until and unless the board appoints some other
person, firm or corporation as its transfer agent or transfer clerk (and upon
the revocation of any such appointment, thereafter until a new appointment is
similarly made) the secretary of the corporation shall be the transfer agent or
transfer clerk of the corporation without the necessity of any formal action of
the board, and the secretary, or any person designated by him, shall perform all
of the duties thereof.
38. Closing of Transfer Books. The board of directors shall have power to
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close the stock transfer books of the corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of the shareholders, or the
date of payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the board of directors may fix in advance a date not exceeding fifty
(50) days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or entitled to any such allotment of rights, or
entitled to exercise the rights in respect of any such change, conversion or
exchange of shares. In such case such shareholders and only such shareholders as
shall be shareholders of record on the date of closing of the transfer books or
on the record date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after such date of closing of the transfer books, or such record date fixed as
aforesaid.
39. Lost or Destroyed Certificates. In case of the loss or destruction of
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any certificate for shares of stock of the corporation, another may be issued in
its place upon proof of such loss or destruction and upon the giving of a
satisfactory bond of indemnity to the corporation and the transfer agent and
registrar of such stock, if any, in such sum as the board of directors may
provide; provided, however, that a new certificate may be issued without
requiring a bond when in the judgment of the board it is proper so to do.
40. Regulations. The board of directors shall have power and authority to
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make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion and registration of certificates for shares of stock
of the corporation, not inconsistent with the laws of Missouri, the articles of
incorporation or these bylaws.
General
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41. 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 stated capital,
(ii) increasing stated capital,
(iii) transferring surplus to stated capital,
(iv) the consideration to be received by the corporation
for its shares, and
(v) all similar or related matters;
provided that any concurrent action or consent by or of the corporation and its
shareholders, required to be taken or given pursuant to law, shall be duly taken
or given in connection therewith.
42. Dividends. Dividends upon the outstanding shares of the corporation,
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subject to the provisions of the articles of incorporation and of any applicable
law, may be declared by the board of directors at any meeting. Dividends may be
paid in cash, in property or in shares of the corporation's stock.
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.
43. Creation of Reserves. Before the payment of any dividend, there may be
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set aside out of any funds of the corporation available for dividends such sum
or sums as the board of directors from time to time deems 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 any other
purpose deemed by the board to be conducive to the interests of the corporation,
and the board may abolish any such reserve in the manner in which it was
created.
44. Loans to Shareholders Prohibited. The corporation shall not loan money
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to any shareholder of the corporation.
45. Checks. All checks and similar instruments for the payment of money
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shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate. If no such designation
is made, and unless and until the board otherwise provides, the president and
secretary, or the president and treasurer, shall have power to sign all such
instruments for, in behalf and in the name of the corporation which are executed
or made in the ordinary course of the corporation's business.
46. Fiscal Year. The board of directors shall have power to fix and from
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time to time change the fiscal year of the corporation. In the absence of action
by the board of directors, however, the fiscal year of the corporation shall end
each year on the date which the corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
board of directors.
47. Directors' Annual Statement. The board of directors may present at each
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annual meeting, and when called for by vote of the shareholders shall present to
any annual or special meeting of the shareholders, a full and clear statement of
the business and condition of the corporation.
48. Amendments. The bylaws of the corporation may from time to time be
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suspended, repealed, amended or altered, or new bylaws may be adopted, in the
manner provided in the articles of incorporation.
CERTIFICATE
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We, the undersigned, hereby certify that we acted as Chairman and
Secretary, respectively, of a meeting of the directors of the above corporation
held on the 6th day of February, 1978 at which the foregoing bylaws were duly
adopted as and for the bylaws of said corporation, and hereby further certify
that the foregoing constitute the bylaws of said corporation.
Dated: February 6, 1978
/s/ Joseph C. Grissom
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Joseph C. Grissom
Chairman of the Meeting
/s/ Ralph L. Wright
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Ralph L. Wright
Secretary of the Meeting