EXHIBIT 3.90
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Bylaws
of
WESTERN INDUSTRIAL RESOURCES CORPORATION
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adopted this day of April, 1997
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CORPORATE BYLAWS
OF
WESTERN INDUSTRIAL RESOURCES CORPORATION
ARTICLE I
OFFICES
The Principal Office of this Corporation shall be in the City of Scottsdale,
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County of Maricopa, State of Arizona, and, if so required by State Laws, the
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Corporation shall have a Registered Office in the City of ,
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County of Maricopa, State of Arizona, and a Registered Agent whose office may
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or may not be identical with the Registered Office. The addresses of each of
these offices may be changed from time to time by the Board of Directors.
ARTICLE II
CORPORATE SEAL
The Board of Directors shall provide a suitable Corporate Seal which shall
have inscribed thereon the name of the corporation and the State of
Incorporation. The seal to be issued by the corporation shall be in the form
impressed below.
ARTICLE III
STOCKHOLDERS' MEETINGS
ANNUAL STOCKHOLDERS' MEETING. The annual meeting of the stockholders for the
election of directors shall be held on the second Tuesday of December in each
year, or if that be a legal holiday, on the next succeeding day not a legal
holiday, at which meeting they shall elect by ballot, by plurality vote, a board
of directors and may transact such other business as may come before the
meeting.
SPECIAL MEETINGS. All meetings of the stockholders for the election of the
directors shall be held at the office of the corporation in Maricopa County, or
at such other place within or without such city as may be fixed by the board of
directors provided that at least ten days' notice be given to the stockholders
of the place so fixed. All other meetings of the stockholders shall be held at
such place or places, within or without the State of Arizona as may from time to
time be fixed by the board of directors or as shall be specified and fixed in
the respective notices or waivers of notice thereof./*/
CHANGE OF TIME AND PLACE OF MEETING. No charge of the time or other change of
place of a meeting for the election of directors, as fixed by the Bylaws, shall
be made within sixty days next before the day on which such election of
directors; notice thereof shall be given to each stockholder entitled to vote at
least twenty days before the election is held.
/*/ Stockholders holding a majority of shares may also fix the time and date of
a Special Meeting, giving reasonable notice.
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STOCKHOLDERS ENTITLED TO VOTE. A complete list of stockholders entitled to
vote, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder
shall be prepared by the secretary and shall be open to the examination of any
stockholder at the place of election, for ten days prior thereto, and during the
whole time of the election.
VOTING. Each stockholder entitled to vote shall, at every meeting of the
stockholders, be entitled to vote in person or by proxy, signed by him or her, a
number of votes equal to the number of shares of stock he or she owns multiplied
by the number of directors to be elected, but no proxy shall be voted after
three years from its execution date, unless it specifically provides for a
longer period. Such right to vote shall be subject to the right of the board of
directors to close the transfer of books or fix a record date for voting
stockholders, and hereinafter provide that, if the directors shall not have
exercised such right, no share of stock shall be voted at the election for
directors which has been transferred on the books of the corporation within
twenty days next preceding such election.
NOTICE OF MEETINGS. Notice of all meetings shall be mailed to each
stockholder of record entitled to vote at his or her last known post office
address, for annual meetings ten days and for special meetings five days prior
thereto.
QUORUM. The holders of a majority of the stock outstanding and entitled to
vote shall constitute a quorum, but the holders of a smaller amount may be
adjourned from time to time without further notice until a quorum is secured.
ARTICLE IV
DIRECTORS
NUMBER AND AUTHORITY. The affairs, business and property of the corporation
shall be managed and controlled by its board of directors, numbering not less
than four nor more than seven members who need not be stockholders of the
corporation.
TERM OF OFFICE. The directors shall hold office until their successors are
elected and qualified. They shall be elected by the stockholders, except that
if there are any vacancies in the board by reason of death, resignation or
otherwise, or if there be any newly created directorship resulting from any
increase in the authorized number of directors, such vacancies or newly created
directorships may be filled for the unexpired term by a majority vote of the
directors then in office, though less than a quorum.
POWERS. The board of directors shall have, in addition to such powers as are
hereinafter expressly conferred on it, all such power as may be exercised by the
corporation, subject to the provisions of the Statutes, the Articles
(Certificate) of Incorporation and the Bylaws.
The board of directors shall have power to:
a) Purchase or otherwise acquire property, rights or privileges for the
corporation, which the corporation has the power to take, at such prices and on
such terms as the board of directors may deem proper.
b) Pay for such property, right or privileges in whole or in part with money,
stock, bonds, debentures or other securities of the corporation, or by the
delivery of other property of the corporation.
c) Create, make and issue mortgages, bonds, deeds of trust, trust agreements
and negotiable or transferable instruments and securities, secured by mortgages
or otherwise, and to do every act and thing necessary to effectuate the same.
d) Appoint agents, clerks, assistants, factors, employees and trustees, and
to dismiss them at its discretion, to fix their duties and emoluments to change
them from time to time and to require security as it may deem proper.
e) Confer on any office of the corporation the power of selecting,
discharging or suspending such employees.
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f) Determine by whom and in what manner the corporation's bills, notes,
acceptances, endorsements, checks, releases, contracts, or other document shall
be signed.
MEETING OF DIRECTORS. After such annual election of directors, the newly
elected directors shall meet for the purpose of organization, the election of
officers, and the transaction of other business, at such place and time as shall
be fixed by the stockholders at the annual meeting, and if a majority of the
directors are present at such place and time, no prior notice of such meeting
shall be required to be given to the directors. The place and time of such
meeting may also be fixed by written consent of the directors.
REGULAR MEETINGS. Regular meetings of the directors shall be held on the 15th
of each month at the office of the corporation in Maricopa County, Arizona or
elsewhere and at other times as may be fixed by resolution of the board. No
notice of regular meetings shall be required.
SPECIAL MEETINGS. Special meetings of the directors may be called by the
president on two days' notice in writing or on one day's notice by telegraph to
each director and shall be called by the president in like manner on the written
request of two directors. Special meetings of the directors may be held within
or without the State of incorporation at such place as is designated in the
notice of waiver of notice thereof.
QUORUM. A majority of the directors shall constitute a quorum, but a smaller
number may adjourn from time to time without further notice, until a quorum is
secured.
ARTICLE V
EXECUTIVE COMMITTEE
NUMBER. The board of directors may, be resolution or resolutions passed by a
majority of the whole board designate an executive committee consisting of two
or more of the directors of the corporation.
POWERS. The executive committee shall not have authority to make, alter or
amend the Bylaws, but shall exercise all other powers of the board of directors
between the meetings of said board, except the power to fill vacancies in their
own membership, which vacancies shall be filled by the board of directors.
MEETINGS. The executive committee shall be at stated times or on notice to
all by any of their number. They shall fix their rules at procedure. A
majority shall constitute a quorum, but the affirmative vote of the whole
committee shall be necessary in every case.
MINUTES. The executive committee shall keep regular minutes of their
proceedings and report the same to the board of directors.
ARTICLE VI
COMPENSATION OF DIRECTORS
The directors of the corporation shall receive such compensation for
attendance at each regular or special meeting as the board may from time to time
prescribe.
ARTICLE VII
OFFICERS OF THE CORPORATION
The officers of the corporation shall be a president, one or more vice
presidents, a secretary, a treasurer and such other officers as may be chosen
from time to time by the board of directors. Any number of offices may be held
by the same person unless the Articles (Certificate) of Incorporation or Bylaws
otherwise provide.
The officers of the corporation shall hold office until their successors are
chosen and qualified in their stead. Any officer chosen or appointed by the
board of directors may be removed either with or without cause at any time by an
affirmative vote of the majority of the whole board of directors.
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DUTIES OF THE OFFICERS
PRESIDENT. The president shall be the chief executive officer of the
corporation. It shall be his or her duty to preside at all meetings of the
stockholders and directors; to have general and active management of the
business of the corporation; to see that all orders and resolutions of the board
of directors are carried into effect; to execute all contracts, agreements,
deeds, bonds, mortgages and other obligations and instrument in the name of the
corporation, and to fix the corporate seal thereto when authorized by the board
of directors or the executive committee.
He or she shall have the general supervision and direction of the officers of
the corporation and shall see that their duties are properly performed.
He or she shall submit a report of the operations of the corporation for the
year to the directors at their annual meeting next preceding the annual meeting
of the stockholders and to the stockholders at their annual meeting.
He or she shall be ex-officio a member of all standing committee and shall
have the general duties and powers of supervision and management usually vested
in the office of president of a corporation.
VICE-PRESIDENT. The vice-president or vice-presidents, in the order
designated by the board of directors, shall be vested with all the powers and
required to perform all duties of the president in his or her absence or
disability and shall perform such other duties as may be prescribed by the board
of directors.
SECRETARY. The secretary shall attend all meetings of the corporation, the
board of directors, and the executive committee, if any. He or she shall act as
clerk thereof and shall record all of the proceedings of such meetings in a book
kept for the purpose. He or she shall give proper notice of meetings of
stockholders and directors and shall perform such other duties as shall be
assigned to him or her by the president or the board of directors.
TREASURER. The treasurer shall have custody of the funds and securities of
the corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.
He or she shall disburse the funds of the corporation as may be ordered by the
Board of Directors, Executive Committee or President, taking proper vouchers for
such disbursements, and shall render to the president and directors, whenever
they may require it, an account of all transaction as treasurer and the
financial condition of the corporation at the annual meeting of the Board of
Director next preceding the annual meeting of the stockholders and alike report
for the preceding year.
He or she shall keep an account of stock registered and transferred in such
manner subject to such regulations as the board of directors may prescribe.
He or she shall give the corporation a bond, if required by the board of
directors, in such sums and form with sureties satisfactory to the board of
directors for the faithful performance of the duties of his or her office. In
case of his or her death, resignation or removal from office, all books, papers,
vouchers, money and other property of whatever kind in his or her possession,
belonging to the corporation, shall be restored to the corporation. He or she
shall perform such other duties as the board of directors or executive committee
may from time to time prescribe or require.
ARTICLE VIII
DELEGATION OR DUTIES
In case of the absence or disability of any officer of the corporation or for
any other reason deemed sufficient by a majority of the board, the board of
directors may delegate said officer's powers or duties to any other officer or
to any director for the time being.
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ARTICLE IX
COMMITTEE
Section 1. Committee of Directors. The board of directors may, by resolution
or resolutions passed, designate and appoint one or more committees, each of
which shall consist of two or more directors, which committee, to the extent
provided in said resolution, shall have and exercise the authority of the board
of directors in the management of the corporation. Said committees shall not
have the authority to make, alter or amend the Article (Certificate) of
Incorporation or the Bylaws; elect, appoint or remove any member of any such
committee, or any director or officer of the corporation; adopt a plan of
merger, consolidation or dissolution; or authorize the sale, lease, exchange or
mortgage of all, or substantially all of the property and assets of the
corporation. The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any individual director, of any responsibility imposed by law.
Section 2. Terms of Office. Each member of a committee shall continue as
such until successors are appointed, unless such committee shall be sooner
terminated, or unless such member be removed, resigns or otherwise ceases to
qualify as a member thereof.
Section 3. Committee Chairman. One member of each committee shall be
appointed chairman by a majority vote of the committee members.
Section 4. Vacancies. Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of the
original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the board
of directors designating the committee, a majority of the whole committee shall
constitute a quorum, and the act of a majority of committee members shall be the
act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government, not
inconsistent with these Bylaws or with rules adopted by the board of directors.
In any case, Robert's Rules of Order shall prevail at all meetings of the
committee membership unless specifically or otherwise provided by resolution
adopted by the board of directors.
ARTICLE X
CERTIFICATE OF STOCKS
ISSUANCE. The president will cause to be issued to each stockholder, one or
more stock certificates under the seal of the corporation and duly signed by
[check applicable block(s)] [X] President [_] Vice-President [X] Secretary
([_] Treasurer) certifying the number of shares owned by said stockholder in the
corporation.
TRANSFERS. All transfers of stock of the corporation shall be made upon its
books by the holder of the shares in person or by his or her lawfully
constituted representative, upon surrender of certificates of stock for
cancellation.
LOST CERTIFICATES. If the holder of any stock certificates shall lose the
certificate thereof, he or she shall immediately notify the corporation of the
facts and the board of directors may then cause a new certificate to be issued,
subject to the deposit or a bond or other indemnity in such form and with such
sureties, if any, as the board may require.
CLOSING OF TRANSFER BOOKS. The board of directors shall have the power to
close the stock transfer books of the corporation for a period not exceeding
fifty (50) days preceding the date of: (1) any meeting of stockholders, (2) the
date for payment of any dividend, (3) the date fixed for the allotment of rights
when any change, conversion or exchange or capital stock shall go into effect,
or (4) any matter requiring consent of the stockholders. However, 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 of the
four conditions heretofore described, as a record date for the determination of
the stockholders 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 to
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case, such stockholders and only such
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stockholders as shall be stockholders of record on the date fixed shall be
entitled to such notice of, and to vote at such meeting and adjournment thereof,
or to receive payment of any such declared dividends, or to receive such
allotment or rights or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.
STOCKHOLDERS OF RECORD. The corporation shall be entitled to treat the holder
of record of any shares of stock as the holder in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of the
Incorporating State.
TREASURY STOCK. The board of directors shall have the authority to purchase
or otherwise acquire in the name of the corporation, any of its own shares of
stock offered or tendered by any such shareholder. Payment for such shares of
stock may be made in cash, property, stock, debentures, bonds or other debt
instruments as authorized and approved by the board of directors.
All such shares of stock purchased as aforesaid shall be transferred on the
corporate books to the name of the corporation and so held pending disposition
by the board of directors.
ARTICLE XI
DIVIDENDS
Dividends upon the capital stock may be declared by the board of directors at
any regular or special meeting and may be paid either in cash, in property, or
in shares of the capital stock. Before paying any dividends or making any
distribution of profits, the directors may set apart, out of any of the funds of
the corporation available for the dividends, a reserve or reserves for any
proper purpose and may alter or abolish any such reserve or reserves.
ARTICLE XII
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of accounts,
and shall keep minutes of all proceedings of its board of directors, committees
and, if applicable, its members. All books and records of the corporation may
be inspected by any member, or his agent or attorney for any proper purpose at
any reasonable time, and except as otherwise required by the laws of the
Incorporating State, such books and records may be kept within or without said
State, at such place or places as may from time to time be designated by the
board of directors.
ARTICLE XIII
CONTRACTS, CHECKS, DEPOSITS OF FUNDS
Section 1. Contracts. The board of directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver
any instrument in the name of, and on behalf of, this corporation, and such
authority may be general or confined to specific insurances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the board of directors. In the absence of such determination by
the board of directors, such instruments shall be signed by the treasurer or an
assistant treasurer and countersigned by the president or a vice-president of
the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the president may select.
Section 4. Gifts. The board of directors may accept on behalf of the
corporation any contribution, gift, bequest or devise for the general purpose or
for any special purpose of the corporation.
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ARTICLE XIV
FISCAL YEAR
The fiscal year of the corporation shall end on December 31 of each year.
ARTICLE XV
NOTICES
Notice required to be given under the provisions of these Bylaws to any
director, officer or stockholder shall not be construed to mean personal notice,
but may be given in writing by depositing the same in a post office or letter-
box, in a postage paid sealed envelope, addressed to such stockholder, officer
or director at such address as appears on the books of the corporation. Notice
shall be deemed to be given at the time when the same shall be thus mailed. Any
stockholder, officer or director may waive, in writing, any notice required to
be given under these Bylaws, whether before or after the time stated therein.
ARTICLE XVI
AMENDMENTS
These Bylaws may be amended, altered, repealed or added to at any regular
meeting of the stockholders or board of directors or at any special meeting
called for that purpose, by an affirmative vote of a majority of the stock
issued and outstanding and entitled to vote, or of a majority of the whole
authorized number of directors, as the case may be.
The board of directors may also adopt, amend or rescind any of the Articles or
any part therein of the Articles (Certificate) of Incorporation of the
corporation by a lawful quorum of any lawfully called regular or special
meetings of the stockholders or board of directors in a like manner as described
above.
ARTICLE XVII
ACTION BY RESOLUTION
The board of directors may act, without convening in regular or special
meeting, by written resolution signed by all of the members of the board of
directors and duly entered in the corporate records.
IN WITNESS WHEREOF, the foregoing CORPORATE BYLAWS, consisting of pages 1
through 6, were adopted this 10th day of April, 1997, by all of the Members of
the Board of Directors of WESTERN INDUSTRIAL RESOURCES CORPORATION, an Arizona
corporation.
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Director Director
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Director Director
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Director Director
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Director Director
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