EXHIBIT 3.88
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CODE OF REGULATIONS
OF
LFG SPECIALITIES, INC.
ARTICLE I
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MEETINGS OF SHAREHOLDERS
Section 1.01 - Annual Meetings.
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(a) An annual meeting of shareholders for the election of directors, for the
consideration of any reports and for the transaction of such other as may
be brought before the meeting, shall be held on the first Monday of the
fourth month following the close of the Corporation's fiscal year or on
such other date as may be designated by the Board of Directors.
(b) If the annual meeting is not held or if directors are not elected at the
meeting, they may be elected at any special meeting called and held for
that purpose.
Section 1.02 - Special Meetings.
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(a) A special meeting of the shareholders may be called (i) by the President;
or (ii) by any other officer or assistant officer then authorized
pursuant to this Code of Regulations or otherwise by the Board of
Directors to call such meetings; or (iii) by a majority of the members of
the Board of Directors acting with or without a meeting; or (iv) by any
persons holding 25% or more of the shares then outstanding and entitled
to vote at a shareholders' meeting.
(b) Upon the request in writing being delivered to the President or to the
Secretary by any person or persons entitled to call a meeting of the
shareholders, the person to whom the request is delivered shall give
notice to shareholders of the meeting. If the request is refused, the
person or persons making the request may call a meeting of the
shareholders by giving notice in the manner hereinafter provided in
Section 1.04.
Section 1.03 - Place of Meetings.
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(a) The annual and all other meetings of the shareholders shall be held at
such places as may from time to time be designated by the Board of
Directors.
(b) If another place has not been designated by the Board of Directors, all
meetings shall be held at the Principal office of the Corporation.
Section 1.04 - Notice of Meetings.
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(a) Each shareholder shall furnish the Secretary with an address to which
notices of meetings and other notices or correspondence may be addressed.
(b) Written notices of the time and place of any meeting of shareholders
shall be given to each shareholder of record entitled to vote at such
meeting by the President or by the Secretary or, in the event of their
failure to do so, by the person or persons entitled to call such meeting.
(c) Except as otherwise expressly required by Ohio law, notice of any meeting
of shareholders shall be given not more than sixty days nor less than
seven days before the day upon which the meeting is to be held, by
serving the notice personally upon each shareholder or by mailing same to
the address of each shareholder as last shown upon the records of the
corporation.
(d) Except as expressly required by Ohio law, no publication of any notice of
any meeting of shareholders shall be required.
(e) In the event of any transfer of shares after notice has been given, but
prior to the day upon which the meeting is to be held, it shall not be
necessary to give any additional notice to the transferee.
(f) In addition to stating the time and the place of the meeting, every
notice of a special meeting of the shareholders shall state briefly the
purpose specified by the person or persons claiming such meeting. Any
business other than that stated in the notice shall be taken up at such
meeting only with the unanimous written consent of the holders of all
the shares entitled to vote at such meeting.
Section 1.05 - Waiver of Notice of Meeting.
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(a) Any shareholder may, either before or after any meeting, waive any notice
required to be given by law or under this Code of Regulations. Notice of
any meeting of shareholders shall not be required to be given to any
shareholders who attends such meeting whether in person or by proxy.
(b) Any waiver of notice must be in writing and filed with or entered upon
the records of the Corporation.
Section 1.06 - Action without Meeting.
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(a) Any action which may, under any provision of Ohio law, or the Articles of
Incorporation, or this Code of Regulations, be taken at a meeting of the
shareholders, may be taken without a meeting if authorized by a writing
signed by all the holders of shares who would be entitled to notice of a
meeting called for such purpose.
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Section 1.07 - Quorum.
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(a) Those shareholders present in person or by proxy entitling them to
exercise a majority of the voting power shall constitute a quorum for any
meeting of shareholders.
(b) In the event of an absence of a quorum at any meeting or at any
adjournment thereof, a majority of those present in person or by proxy
and entitled to vote may adjourn such meeting from time to time. At any
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Section 1.08 - Organization.
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(a) Upon the request of any shareholder at any meeting of shareholders, the
order of business shall be, unless changed by affirmative vote of a
majority of the shareholders present in person or by proxy, as follows:
(i) Roll call, to establish a quorum;
(ii) Appointment of inspectors of election if requested;
(iii) Acceptance of minutes of previous meeting;
(iv) Presentation of annual financial report;
(v) Presentation of reports of Directors and Committees;
(vi) Presentation of Officers' reports;
(vii) Election of Directors;
(viii) Consideration of unfinished business;
(ix) Consideration of new business.
Section 1.09 - Voting.
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(a) Each holder of any share of any class of the Corporation entitled to vote
on any matter shall be entitled in person or by proxy to one vote on each
matter for each share registered in the holder's name on the books of the
Corporation.
(b) Persons holding voting shares in a fiduciary capacity shall be entitled
to vote the shares so held. Persons whose voting pledged shares shall be
entitled to vote such shares unless the pledgee shall have been expressly
empowered by the shareholder to vote such shares in which case only the
pledgee or his proxy may vote such shares.
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Section 1.10 - Proxies.
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(a) At any meeting of shareholders, any person who is entitled to attend, or
to vote thereat and to execute consents, waivers or releases, may be
represented at such meeting or vote thereat, and execute consents,
waivers and releases, and exercise any of his other rights, by proxy or
proxies appointed by writing signed by such person.
(b) Voting by proxy or proxies shall be governed by all of the provisions of
Ohio law, including the provisions relating to the sufficiency of the
writing, the duration of the validity of the proxy or proxies, and the
power of substitution and revocation.
ARTICLE II
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BOARD OF DIRECTORS
Section 2.01 - General Powers.
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(a) The powers of the Corporation shall be exercised, its business and
affairs conducted, and its property managed under the direction of the
Board of Directors, except as otherwise provided by Ohio law, by the
Articles of Incorporation, or by this Code of Regulations.
Section 2.02 - Number.
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(a) The Board of Directors shall consist of not fewer than three nor more
than fifteen Directors, except that if all outstanding share of all
classes of capital stock of the Corporation are held of record by fewer
than three persons, the number of Directors may be fewer than three but
not fewer than the number of record holders.
(b) Without amendment of this Code of Regulations, the number of Directors,
subject to the foregoing limitations, may be fixed or changed by
resolution adopted by the shareholders of any meeting.
(c) No reduction of the number of Directors shall have the effect of removing
any director prior to the expiration of his or her term of office.
Section 2.03 - Classification and Term.
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(a) Unless the Board of Directors is divided into classes as provided in this
Code of Regulations, the term of office of each Director shall be until
adjournment of the next succeeding annual meeting of the shareholders, or
meeting in lieu thereof, at which Directors are elected or until a
successor is elected as Director.
(b) Without amendment of this Code of Regulations, the Board of Directors may
be divided, by resolution of the shareholders, into two or three classes
with each class to consist of three or such larger number of Directors as
the shareholders shall from time to time determine (except that where all
outstanding shares entitled to elect a
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class are owned by fewer than three persons, the number of directors of
that class may be fewer than three but not fewer than the number of
record holders of that class). Each class shall be designated
consecutively as Class I, Class II, et seq. All classes shall be
initially elected at the annual meeting of shareholders coinciding with
or next following adoption of the resolution classifying the Board of
Directors, and the initial term of office of each class shall be as
follows: Class I shall be until the first succeeding annual meeting at
which Directors are elected; Class II shall be until the second
succeeding annual meeting at which Directors are elected; and Class III,
if any, shall be until the third succeeding annual meeting at which
Directors are elected. Thereafter, the term of office of each class shall
be until the second, or, of three classes, the third annual meeting at
which Directors are elected after the initial term of that class. Each
Director of each class shall hold office until a successor is elected as
Director.
Section 2.04 - Resignations.
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(a) Any Director of the corporation may resign at any time by giving written
notice to the President or Secretary of the Corporation.
(b) A resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, shall become effective upon delivery.
(c) The acceptance of any resignation shall not be necessary to make it
effective unless so specified in the resignation.
Section 2.05 - Vacancies.
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(a) Vacancies in the Board of Directors may be temporarily filled until the
next annual meeting of shareholders at which Directors are elected or
until a successor is elected by a majority vote of the remaining
Directors, even though they may be less than a quorum of the entire
number of Directors constituting a full Board.
(b) Shareholders entitled to elect Directors shall have a right to fill any
vacancy in the Board, whether the same has been temporarily filled by the
remaining Directors or not, at any special meeting at which Directors are
elected. Any Director so elected by the shareholders to fill a vacancy
shall serve for the remaining term of the vacant office and until a
successor is elected and qualified.
Section 2.06 - Bylaws.
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(a) The Board of Directors may adopt bylaws to govern its own proceedings and
its transactions of business, as well as the administration of the
Corporation, the conduct of the Corporation's business and other affairs,
management of the Corporation's property, and any other matters properly
within the authority or discretion of the Board of Directors so long as
consistent with the Articles of Incorporation, the Code of Regulations
and any applicable provisions of Ohio law.
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Section 2.07 - Quorum and Manner of Acting.
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(a) Except as otherwise provided in this Code of Regulations, a majority of
the number of Directors shall be present in person at any meeting of the
Directors in order to constitute a quorum for the transaction of business
at such meeting.
(b) Except as otherwise provided in this Code of Regulations, the act of the
majority of the Directors present at any meeting of Directors at which a
quorum is present shall be the act of the Board of Directors.
(c) In the absence of a quorum at any meeting of Directors, a majority of
those present may adjourn the meeting from time to time until a quorum
shall be present and notice of any adjournment meeting need not be given.
Section 2.08 - Removal of Directors.
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(a) Any Director may be removed, with or without cause, at any time by the
affirmative vote of a majority of the outstanding shares then held of
record by the shareholders of the Corporation entitled to vote at a
special meeting of the shareholders called for that purpose. Any vacancy
in the Board of Directors caused by any removal may be filled by the
shareholders at the same meeting.
ARTICLE III
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EXECUTIVE AND OTHER COMMITTEES
Section 3.01 - Creation.
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(a) The Board of Directors may create an Executive Committee or any other
committee of Directors consisting of not less than three Directors, and
may delegate to each such committee any of the authority of Directors
other than the filling of vacancies on the Board of Directors or in any
committee of Directors.
(b) Each such committee shall serve at the pleasure of the Directors, shall
act only in the intervals between meetings of the Directors, and shall be
subject to the control and direction of the Directors.
Section 3.02 - Alternate and Ex Officio Members.
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(a) The Directors may appoint one or more Directors as alternate members of
any committee, which alternate member or members may take the place of
any absent member or members at any meeting of such committee.
(b) Also, the Directors may appoint any one or more persons (including
persons who are not Directors) as ex officio members of any committee,
which ex officio member or members shall be entitled to be present in
person, to present matters for consideration
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and to take part in) consideration of any business by the committee at
any meeting of the committee, but which ex officio member or members
shall not be counted for purposes of a quorum nor for purposes of voting
or otherwise in any way for purposes of authorizing any act or other
transaction of business by such committee.
Section 3.03 - Authority and Manner of Acting.
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(a) Unless otherwise provided in this Code of Regulations or in any bylaws
adopted by the Directors, or unless otherwise ordered by the Directors,
any such committee may act by majority of its members (excluding ex
officio members) at a meeting or by a writing or writings signed by all
of its members (excluding ex officio members).
(b) Any act or authorization of any act or transaction of business by any
such committee within the authority delegated to it shall be as effective
for all purposes as the act or authorization of the Directors.
ARTICLE IV
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OFFICERS
Section 4.01 - Officers.
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(a) The officers of the Corporation shall be a President, a Treasurer and a
Secretary and such Vice Presidents and other officers or assistant
officers as the Board of Directors may from time to time deem necessary
and appoint. In addition, the Board of Directors may elect a Chairman
from among themselves. More than one office may be held by the same
person, but only a director may serve as Chairman.
Section 4.02 - Appointment and Term of Office.
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(a) The officers of the corporation shall be appointed from time to time by
the Board of Directors as they shall determine, and new offices may be
created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been appointed.
Section 4.03 - Removal and Resignation.
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(a) Any officer or assistant officer may be removed by the Board of Directors
with or without cause whenever in its judgment the best interests of the
Corporation would be served thereby.
(b) Any officer or assistant officer may resign at any time by giving notice
to the Board of Directors or the Chairman, if any, or to the President or
Secretary of the Corporation, and any such resignation shall take effect
at the time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make the
resignation effective.
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Section 4.04 Duties of Officers.
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(a) The Chairman, if any, shall preside at all meetings of the shareholders
and all meetings of the Board of Directors.
(b) The President shall be the chief executive officer of the corporation,
and shall in the absence of a Chairman, preside at all meetings of the
shareholders and, unless another person is designated by the Board of
Directors, all meetings of the Board of Directors.
(c) Each of the following officers - the Chairman, if any, the President, any
Vice President, the Secretary, and the Treasurer - jointly or any one of
them individually, shall have the authority to sign, execute and deliver
in the name of the Corporation any deed, mortgage, bond, instrument,
agreement or other document evidencing any transaction authorized by the
Board of Directors, except where the signing or execution thereof shall
have been expressly delegated to another officer or person on the
corporation's behalf.
(d) In the absence of any officer or assistant officer or for any other
reason which the Board of Directors may deem sufficient, the Board of
Directors may delegate the authorities and duties of any officer, or any
assistant officer to any other officer, assistant officer or to any
Director.
(e) In addition to the foregoing, each officer or assistant officer shall
perform all duties as may from time to time be delegated to each of them
by this Code of Regulations or by the Board of Directors or any committee
of Directors as provided herein.
ARTICLE V
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TRANSFER OF SHARES
Section 5.01 - Certificate for Shares.
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(a) Every owner of any share of any class of the Corporation shall be
entitled to a certificate which shall be in such form as the Board of
Directors shall prescribe, certifying the number of shares in the
Corporation owned by him.
(b) The certificates for the respective classes of shares shall be numbered
in the order in which they shall be issued and shall be signed in the
name of the Corporation by the President, or by the Secretary or by the
Treasurer.
(c) A record shall be kept by the Secretary of the name of each person owning
the shares represented by each certificate, the number of shares
represented thereby, the date thereof and, in case of cancellation, the
date of cancellation.
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(d) Every certificate surrendered to the Corporation for exchange or transfer
shall be cancelled and no new certificate or certificates shall be issued
in exchange for any existing certificate until the existing certificate
shall have been so cancelled, except in the cases provided for in Section
5.03 of this Article V.
Section 5.02 - Transfers.
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(a) Transfer of shares in the Corporation shall be made only on the books of
the Corporation by the registered holder, an executor or administrator or
other legal representative of the registered holder, or by an attorney
authorized by a power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer agent appointed by the
Board of Directors.
(b) The person in whose name shares stand on the books of the Corporation
shall, to the full extent permitted by Ohio law, be deemed the owner
thereof for all purposes.
Section 5.03 - Lost, Stolen or Destroyed Certificates.
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(a) The holder of any shares in the Corporation shall immediately notify the
Secretary of any lost, stolen or destroyed certificate, and the
Corporation may issue a new certificate in the place of any certificate
alleged to have been lost, stolen or destroyed.
(b) The Board of Directors may, at its discretion, require the owner of a
lost, stolen or destroyed certificate or his legal representative to give
the Corporation a bond on such terms and with such sureties as it may
direct, to indemnify the Corporation against any claim that may be made
against it on account of the alleged lost, stolen or destroyed
certificate.
(c) The Board of Directors may, however, at its discretion, refuse to issue
any such new certificate except pursuant to legal proceedings in
accordance with Section 1701.24 or other applicable sections of the Ohio
Revised Code.
Section 5.04 - Record Date.
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(a) The Board of Directors may, by resolution, fix in advance a date, not
exceeding sixty 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,
or entitled to receive payment of any such dividend or to any such
allotment or rights, or to exercise the rights in respect to any such
change, conversion or exchange.
(b) Only such shareholders of record on the date so fixed shall be entitled
to receive notice of, and to vote at such meeting, or to receive payment
of such dividend or to receive such allotment or rights or to exercise
such rights, as the case may be,
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notwithstanding any transfer of any share on the books of the Corporation
after such record date.
ARTICLE VI
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INDEMNIFICATION AND INSURANCE
Section 6.01 - Indemnification.
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(a) Directors and Officers. To the fullest extent not prohibited by
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applicable law, the Corporation shall indemnify each person against any
and all costs and expenses (including attorney fees, judgments, fines,
penalties, amounts paid in settlement, and other disbursements) actually
and reasonably incurred by or imposed upon such person in connection with
any action, suit, investigation or proceeding (or any claim or other
matter therein), whether civil, criminal, administrative or otherwise in
nature, including any settlements thereof or any appeals therein, with
respect to which such person is named or otherwise becomes or is
threatened to be made a party of reason of being or at any time having
been a Director or officer of the Corporation, or by reason of being or
at any time having been, while such a Director or officer, an employee or
other agent of the Corporation or at the direction or request of the
Corporation, a director, trustee, officer, administrator, manager,
employee, adviser or other agent of or fiduciary for any other
corporation, partnership, trust, venture of other entity or enterprise
including any employee benefit plan.
(b) Employees and Agents. The Corporation shall indemnify any other person
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to the extent such person shall be entitled to indemnification under Ohio
law by reason of being successful on the merits or otherwise in defense
of an action to which such person is named a party by reason of being an
employee or other agent of the Corporation, and the Corporation may
further indemnify any such person if it is determined on a case by case
basis by the Board of Directors that indemnification is proper in the
specific case.
(c) General. Notwithstanding anything to the contrary in this Code of
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Regulations, no person shall be indemnified to the extent, if any, it is
determined by the Board of Directors or by written opinion of legal
counsel designated by the Board of Directors for such purpose that
indemnification is contrary to applicable law.
Section 6.02 - Insurance.
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(a) The Corporation may, as the Board of Directors may direct, purchase and
maintain such insurance on behalf of any person who is or at any time has
been a Director, officer, employee or other agent of or in a similar
capacity with the Corporation, or who is or at any time has been, at the
direction or request of the Corporation, a director, trustee, officer,
president, manager, employee, adviser or other agent of or fiduciary for
any other corporation, partnership, trust, venture, or other entity or
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enterprise including any employee benefit plan against any liability
asserted against and incurred by such person.
ARTICLE VII
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SEAL
Section 7.01 - No Seal.
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(a) The Corporation shall have no seal.
ARTICLE VIII
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AMENDMENT OF REGULATIONS
Section 8.01 - Annual or Special Meeting of Shareholders.
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(a) This Code of Regulations may be changed, added to or repealed at any
annual meeting of the shareholders or at any special meeting of the
shareholders called for that purpose, provided that at any special
meeting the intention to consider such amendments must be stated in the
notices or waivers of notice for such special meeting.
(b) An affirmative vote of the holders of record of shares entitling them to
exercise a majority of the voting power of the Corporation shall be
required to amend this Code of Regulations at any annual meeting of
shareholders or at a special meeting called for that purpose.
Section 8.02 - Amendment Without Meeting.
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This Code of Regulations may be amended without a meeting of shareholders by
written consent of the holders of record of shares entitling them to exercise a
majority of the voting power of the Corporation.
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