Exhibit 3.14
BY-LAWS
OF
DISCOUNT AUTO PARTS, INC.
ARTICLE I
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Share Certificates and Transfer
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Section 1. Certificates:
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Certificates representing the shares of capital stock of this
Corporation shall be printed or engraved in such form and contain such recitals,
signatures and seals as required by law, or to the extent not in conflict
therewith, as may be determined by the Board of Directors. Every Shareholder
shall be entitled to receive a certificate representing the number of shares
owned once such shares are fully paid.
Section 2. Transfer:
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Upon surrender to the secretary or transfer agent of the Corporation of
a certificate representing a share or shares of its stock, duly endorsed or
accompanied by evidence of succession, assignment or authority to transfer
reasonably satisfactory to the Secretary or transfer agent, as well as all
necessary Florida stock transfer tax stamps or the funds therefor and evidence
of compliance with any conditions or restrictions set forth or referred to on
the certificate, the Corporation shall be required to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction on its books.
Section 3. Issuance of Substitute Certificates:
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A new certificate may be issued in lieu of any certificate previously
issued which has been defaced or mutilated, upon surrender or cancellation of a
part of the old certificate sufficient, in the opinion of the Treasurer, to
protect the Corporation against loss or liability. A new certificate may also be
issued in lieu of any certificate then not in the possession of the holder of
record if such holder shall by written affirmation, under oath, state the
circumstances of its absence, and shall, if required by the Board, provide the
Corporation with an indemnity bond in form and with one or more sureties
satisfactory to the Board, in at least double the value of the shares
represented by the absent certificate and satisfy any other reasonable
requirements which it may impose.
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ARTICLE II
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Corporate Records and Seal; Authority to Act
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Section 1. Records:
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The Corporation shall maintain at its principal place of business
accurate and complete records of its operations and properties, including a
record of its Shareholders and minutes of the proceedings of its Shareholders,
Board of Directors and Board committees. Unless modified by Shareholder
resolution adopted not later than four months following the close of each of the
Corporation's operational years, the Corporation shall prepare within a
reasonable time following the close of each such year and maintain at its
principal place of business, as well as at its registered office, financial
records which shall include a statement of financial position as of the end of
each such year and a statement of profit earned or loss incurred therein.
Section 2. Inspection:
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All records required by the Florida Business Corporation Act to be
maintained by the Corporation shall be open for inspection by the individuals
and in the manner specified in such Act as the same may be in effect from time
to time.
Section 3. Closing Shareholder Record Book:
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The Board may close the Shareholder record book for a period of not
more than 30 nor less than ten days preceding any Shareholder meeting or the day
fixed for the payment of a dividend, and upon its failure to do so the
Shareholder record date for either purpose shall be 14 days preceding the event.
Section 4. Seal:
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The Corporation shall own a corporate seal which shall be circular in
form and have inscribed thereon its name and the date and state of its
incorporation.
Section 5. Contracts:
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The Board of Directors may by resolution authorize any officer or agent
to enter into any contract or execute and deliver any instrument in the name of
or on behalf of the Corporation, and such authority may be general or confined
to specific instances; but absent the grant of such authority no individual,
other than the President, shall have power to bind the Corporation under any
contract, pledge its credit or render it liable for any purpose or in any
amount.
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Section 6. Checks and Drafts:
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All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed or endorsed by such person or persons and in such manner as shall be
determined by resolution of the Board of Directors.
ARTICLE III
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Shareholder Meetings and Voting Rights
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Section 1. Annual Meeting:
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The annual meeting of the Shareholders of the Corporation shall be held
on such date each year as is set by the Board of Directors. At the annual
meeting the Shareholders, by vote of the holders of a majority of the shares
represented, shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as is properly brought
before the meeting.
Section 2. Special Meetings:
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Special Shareholder meetings shall be held upon the direction of the
President or Board of Directors or upon the written request of the holders of
not less than ten percent of all shares entitled to vote.
Section 3. Place of Meeting:
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All Shareholder meetings shall be held at the principal office of the
Corporation unless an alternate location shall be selected by the Board and
communicated to the Shareholders by written notice. The holders of a majority of
shares of the Corporation's outstanding voting stock shall have the right to
reject such alternative location by filing written notice to that effect with
the Secretary not less than two days prior to the called date of the meeting.
Section 4. Notice:
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Written notice stating the place, day and hour of each Shareholder
meeting and, in the case of a special meeting, the nature of the business to be
transacted shall be delivered to each Shareholder of record entitled to vote not
less than ten days prior to the date of such meeting and otherwise in the manner
specified in the Florida Business Corporation Act. When a meeting is adjourned
for 30 days or more, notice of the adjourned meeting shall be given as in the
case of the original meeting; otherwise no notice of the adjournment or of the
business to be transacted at the adjourned meeting need be given other than by
way of an announcement made at the meeting at which such adjournment is taken.
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Section 5. Voting List:
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Unless the Corporation has fewer than six Shareholders, as of the date
fixed in accordance with the provisions of Article II, Section 3., the officer
or agent having charge of the Shareholder record books shall prepare a list of
the Shareholders entitled to vote at each Shareholder meeting or any adjournment
thereof, including the address of and the number and class and series, if any,
of shares held by each. For a period of ten days prior to the meeting, such list
shall be kept at the Corporation's principal place of business where any
Shareholder shall be entitled to inspect it during usual business hours. The
list shall also be made available and subject to inspection by any Shareholder
at any time during the subject meeting.
Section 6. Substance of Meeting:
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Any question may be considered and acted upon at an annual meeting, but
no question not stated in the call for a special meeting shall be acted upon
thereat unless the provisions of Article III, Section 9. or Article VI, Section
3. are complied with.
Section 7. Shareholders' Quorum and Voting Rights:
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The holders of a majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders, unless otherwise provided by law, but a lesser interest may
adjourn any meeting from time to time until the requisite amount of voting
shares shall be present.
Each outstanding share of the Corporation's capital stock shall entitle
the holder of record to one vote. An affirmative vote of a majority of the
shares represented at each meeting shall decide any question brought before it,
unless the question is one upon which, by express provision of law, the
Corporation's Articles of Incorporation or these By-Laws, a larger or different
vote is required, in which case such express provision shall govern and control
the decision of such question.
Section 8. Proxies:
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Every Shareholder entitled to vote, or to express consent to or dissent
from a proposed corporate action, may do so either in person or by written proxy
duly executed and filed with the Secretary of the Corporation. If a proxy is
executed, its use shall be controlled by the provisions of the Florida Business
Corporation Act.
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Section 9. Action By Shareholders Without a Meeting:
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Any action required or allowed to be taken at a meeting of Shareholders
may be taken without a meeting, prior notice or vote, if a written consent,
setting forth the action taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and the written consent specified in the
Florida Business Corporation Act shall be obtained and furnished to all
non-consenting Shareholders.
ARTICLE IV
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Board of Directors
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Section 1. Power and Responsibility:
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Subject to the limitations imposed by the Articles of Incorporation,
these By-Laws or the Florida Business Corporation Act, all corporate powers and
responsibilities 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.
Section 2. Number:
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The number of directors which shall constitute the entire Board of
Directors shall be not less than one nor more than seven. Within these limits
the actual number constituting the entire Board shall be that fixed from time to
time by Board resolution, and until such time as the Board determines otherwise,
the number of directors shall be one. No reduction in the number of Directors
shall have the effect of removing any director prior to the expiration of his
term of office.
Section 3. Election and Term:
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At the first annual Shareholder meeting and at each annual meeting
thereafter the Shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 4. Vacancy:
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Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of all remaining directors, even if less than
a quorum, and a director so chosen shall hold office only until the next
election of directors by the Shareholders. The Shareholders may at any time
elect
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a director to fill any vacancy not filled by the directors, and may elect
additional directors at a meeting at which an amendment of the By-Laws is voted
authorizing an increase in the number of directors.
Section 5. Removal:
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At a meeting of Shareholders called expressly for that purpose, any
director or the entire Board may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors.
Section 6. Presumption of Assent:
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A director of the Corporation who is present at a meeting of its Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of
interest.
Section 7. Quorum and Voting:
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A majority of the number of directors fixed in the manner prescribed in
Article IV, Section 2 of these By-Laws shall constitute a quorum for the
transaction of business. The action of a majority of the directors present at
any meeting at which there is a quorum, when legally assembled, shall be a valid
corporate action.
Section 8. Director Conflicts of Interest:
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The legal effectiveness or enforceability of any contract or other
transaction authorized by the Corporation's Board, any committee thereof or its
Shareholders which may present a conflict of interest as contemplated by the
Florida Business Corporation Act shall be determined by the provisions thereof.
Directors whose relationship with another person or entity is the source of such
potential conflict of interest may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 9. Executive and Other Committees:
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(a) By resolution adopted by a majority of the entire Board of
Directors, there may be designated from among its members an executive
committee and other committees each of which, to the extent provided in
such resolution, shall have and may exercise all the authority of the
Board of Directors, except with respect to those matters which by law
are precluded from being delegated to a committee.
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(b) Each committee (including the members thereof) shall serve
at the pleasure of the Board and shall keep minutes and report the same
to the Board. The Board may designate one or more directors as
alternate members of any committee. In the absence or upon the
disqualification of a member of a committee, if no alternate member has
been designated by the Board, the members present at any meeting and
not disqualified from voting, whether or not they constitute a quorum,
may unanimously appoint another member of the Board to act at the
meeting in the place of the absent or disqualified member.
(c) A majority of all members of a committee shall constitute
a quorum for the transaction of business, and the vote of a majority of
all the members of a committee present at a meeting at which a quorum
is present shall be the act of the committee. Each committee shall
adopt whatever other rules of procedure it determines appropriate for
the conduct of its activities.
Section 10. Place of Meeting:
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Meetings of the Board of Directors may be held at any location
specified in the call of the meeting or as agreed to by the directors.
Section 11. Time, Notice and Call of Meetings:
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(a) Annual Meeting: Promptly following the adjournment of each
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annual Shareholder meeting, the Board of Directors elected thereat
shall, without notice, convene an annual meeting and organize by the
election of a Chairman who shall preside over its further conduct.
(b) Regular Meeting: Regular meetings of the Board may be
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held during each annual period in accordance with such schedule as may
be agreed to by the Board at its annual meeting. No notice need be
given of such regular meetings.
(c) Special Meetings: Special meetings of the Board shall be
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held from time to time upon call issued by the Chairman of the Board,
any two directors, or the President or Vice-President of the
Corporation. Written notice of the time and place of each special
meeting shall be delivered personally to all directors or sent to each
by telegram or letter, charges prepaid, addressed to him at his address
shown on the records of the Corporation or as otherwise actually known
by the Secretary. If notice is mailed or telegraphed, it shall
constitute sufficient notice if it is delivered to the above address
not less than 24 hours prior to the time of the holding of the meeting.
(d) Adjournment: A majority of the directors present, whether
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or not a quorum exists, may adjourn any meeting of the Board to another
time and place. Notice of the time and place of holding such adjourned
meeting need not be given if they are fixed at the
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meeting adjourned and while a quorum is present; otherwise, notice
shall be given to all directors in the manner directed in subsection
(c) above.
Section 12. Action Without a Meeting:
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Any action required or permitted to be taken by the Board or a
committee thereof may be taken without a meeting if all members shall
individually or collectively consent in writing to such action. Such written
consent shall be filed in the minutes of the proceedings of the Board or
committee and shall have the same effect as a unanimous vote in favor of the
action consented to.
ARTICLE V
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Officers
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Section 1. Composition and Term:
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The officers of the Corporation shall consist of a Chairman of the
Board of Directors, Chief Executive Officer, President and Secretary and such
other officers with such titles, duties and powers as may be prescribed by the
Board of Directors. All officers shall be elected by and serve at the pleasure
of the Board.
Section 2. Election:
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At their annual meeting the Directors shall elect officers of the
Corporation, any of whom may but need not be members of the Board. Any two or
more of such offices may be held by the same individual.
Section 3. Resignation or Removal:
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Any officer may resign by giving written notice to the Board of
Directors, the President or the Secretary. Such resignation shall take effect
upon receipt of the notice, or at any later time specified therein (subject to
the Board's right of removal), and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Any officer may be removed, with or without cause, by action of a
majority of the entire Board taken at any regular or special meeting of the
Board, or by another officer upon whom such power of removal is expressly
conferred by the Board.
Section 4. Vacancy:
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A vacancy in any office shall be filled by action of the Board, and its
appointee shall hold office for the unexpired term or until his successor is
elected and qualified.
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Section 5. Chairman of the Board:
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The Chairman of the Board shall preside at meetings or the Board and
have such other powers and duties as are assigned to him by the Board of
Directors.
Section 6. President:
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The President shall have such powers and duties as are assigned to him
by the Board of Directors.
Section 7. Chief Executive Officer: The Chief Executive Officer shall
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have such powers and duties as are assigned to him by the Board of Directors.
Section 8. Secretary:
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The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors and Shareholders
may designate, a current Shareholder record book, showing the names of all
Shareholders and their addresses; and a record of all meetings conducted by the
Shareholders, Directors or Director Committees, which latter record shall
include 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
directors' 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
or at the office of the Corporation's transfer agent, a Shareholder record, or a
duplicate Shareholder record, 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 shall keep the seal of the Corporation and
affix said seal to all documents requiring a seal, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the By-Laws.
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ARTICLE VI
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Miscellaneous
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Section 1. Parliamentary Procedure:
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When not in conflict with these By-Laws, Roberts Rules of Parliamentary
Procedure shall establish the rules at all Shareholder and director meetings.
Section 2. Fiscal Year:
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The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board.
Section 3. Consent to Meeting:
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The transactions approved at any meeting of Shareholders or the Board
of Directors, however called and noticed, shall be as valid as though acted upon
at a meeting duly held after regular call and notice, if a quorum is present
(either in person or by proxy in the case of a Shareholder meeting) and if,
either before or after the meeting, each of the Shareholders entitled to vote or
directors, as the case may be, not present (or represented by proxy in the case
of a Shareholder meeting) 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. Personal representatives, trustees and
other fiduciaries entitled to vote shares may sign such waivers, consents or
approvals.
Section 4. Amendment and Repeal of By-Laws:
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(a) By Shareholders: New By-Laws may be adopted or these
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By-Laws may be repealed or amended at the annual or any other meeting
of Shareholders called for that purpose, by a vote of Shareholders
entitled to exercise a majority of the voting power of the Corporation,
or by the written assent of such Shareholders.
(b) By Board of Directors: Subject to the right of the
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Shareholders to adopt, amend or repeal By-Laws, as provided in this
section, the Board of Directors may adopt, amend or repeal any of these
By-Laws including the By-Law or amendment thereof changing the
authorized number of directors.
(c) Record of Amendments: Whenever an amendment to or repeal
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of any existing By-Law is adopted, or an additional By-Law provision is
approved, a replacement page containing such new material and noting
the date and manner of its adoption shall be inserted in the original
By-Laws, in the appropriate place.
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