EXHIBIT 3.8
JIFFY LUBE INTERNATIONAL, INC.
formerly known as
AMERICAN OIL CHANGE CORPORATION
BY-LAWS
Article I
MEETING OF SHAREHOLDERS
Section 1.01. ANNUAL MEETINGS. - The first annual meeting of shareholders
shall be held on June 8, 1987. Thereafter, the annual meeting of shareholders
shall be held on the second Thursday in March of each year or, if that day be a
legal holiday, on the next succeeding day not a legal holiday at the same hour
for the election of directors and the transaction of such other business as may
properly come before the meeting, except when some other time or date within 13
months after the formation of the Corporation or last annual meeting is
designated by the Board of Directors.
Section 1.02. SPECIAL MEETINGS. - A special meeting of the shareholders
may be called at any time and for any purpose or purposes by the Chairman, the
President or the Board of Directors, and shall be called by the Secretary upon
the written request of the holders of record of not less than fifty-one percent
(51%) of the outstanding shares. Every request by shareholders to the Secretary
for the calling of a special meeting of the shareholders shall state the purpose
or purposes of such meeting.
At any special meeting of the shareholders only such business may be
transacted which is related to the purpose or purposes set forth in the notice
required by Section 1.04 of these By-Laws.
Section 1.03. PLACE OF MEETINGS. - Annual and special meetings of the
shareholders shall be held at such place, within or without the State of New
York, as may be fixed from time to time by the Board of Directors in the case of
annual meetings or as may be fixed by the person or persons calling the meeting
in the case of special meetings, and stated in the notice of the meeting or in a
duly executed waiver of notice thereof; however, if said meeting is not held in
the State of New York, Massachusetts, Connecticut or Maryland, said meeting may
only be held upon the approval of a majority of the directors, which shall be
given by telephone, telegraph, telex or similar method, not less than ten days
before the day on which such meeting is to be held.
Section 1.04. NOTICE OF MEETINGS. - Except when otherwise permitted by
statute, a written notice stating the place, date and hour of each meeting,
whether annual or special, shall be given personally or by mail or telex to each
shareholder entitled to vote thereat, not less than ten nor more than 50 days
prior to the meeting. The notice of any special meeting shall also state the
purpose or purposes for which the meeting is called and indicate that it is
being issued by or at the direction of the person or persons calling the
meeting.
If, at any meeting, whether annual or special, action is proposed to be
taken which would, if taken, entitle shareholders fulfilling requirements of law
to receive payment for their shares, the notice of such meeting shall include a
statement of the purpose and to that effect.
If such notice is mailed, it is given when deposited in the United States
mail, with postage thereon prepaid, directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.
If such notice is telexed, it is given when directly telexed to the
shareholder at his telex address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary a written request that telex
notices to him be telexed to some other telex address, then directly telexed to
the shareholder at such other telex address.
Section 1.05. WAIVER OF NOTICE. - Notice of a meeting need not be given to
any shareholder who submits a waiver of notice, signed in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
Section 1.06. QUORUM AND ADJOURNMENT. - At all meetings of shareholders,
except as otherwise provided by statute or the Certificate of Incorporation of
the Corporation, the holders of a majority of the shares entitled to vote
thereat, present in person or by proxy, shall be requisite for and shall
constitute a quorum for the transaction of business. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any shareholders so long as a majority of the shares are present at the meeting.
Despite the absence of a quorum, the shareholders present may adjourn the
meeting from time to time. At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally called. No notice of an adjourned meeting need by
given if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. However, if, after the
adjournment, the Board of Directors shall fix a new record date for the
adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice as specified in
these By-Laws.
Section 1.07. VOTE OF SHAREHOLDERS. - Each shareholder of record shall be
entitled at every meeting of shareholders to one vote for every share standing
in his name on the record of shareholders. Directors shall be elected as
hereinafter provided and whenever any other corporate action is to be taken by
vote of the shareholders, it shall, except as otherwise required by statute or
by the Certificate of Incorporation of the Corporation, be authorized by a
majority of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.
-2-
Section 1.08. PROXIES. - Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be in
writing and signed by the shareholders or his attorney-in-fact. No proxy shall
be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholders executing it, except as otherwise provided by law.
Section 1.09. WRITTEN CONSENT. - Whenever by any statute shareholders are
required or permitted to take any action by vote, such action may be taken on
written consent without a meeting, setting forth the action so taken, signed in
person or by proxy by the holders of all outstanding shares entitled to vote
thereon.
Article II
DETERMINATION OF VOTING,
DIVIDEND AND OTHER RIGHTS
Section 2.01. RECORD DATE FIXED BY BOARD. - For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than 50 nor less then
10 days before the date of any such meeting, nor more that 50 days prior to any
other action. Whenever a determination of shareholders entitled to notice or to
vote at any meeting of shareholders has been made, such determination shall
apply to any adjournment thereof unless the Board of Directors shall fix a new
record date for the adjourned meeting.
Section 2.02. RECORD DATE IN OTHER CASES. - If no record date is otherwise
fixed in these By-Laws or by the Board of Directors pursuant to these By-Laws,
the record date for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held, and the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the Board of Directors relating thereto is adopted.
Article III
DIRECTORS
Section 3.01. NUMBER, QUALIFICATION AND TERM OF OFFICE. - The number of
directors, each of whom shall be at least eighteen years of age, constituting
the entire Board shall be not less than three, unless the number of
-3-
shareholders of the Corporation shall be less than three, in which case the
number of such directors shall not be less than two, nor more than nine as from
time to time determined by a majority of the entire Board of Directors, provided
that initially the number of directors shall be five. As used in these By-Laws,
"entire Board of Directors" means the total number of directors which the
Corporation would have if there were no vacancies in the elected directorships.
At each annual meeting or shareholders, each of the directors shall be elected
by the shareholders to hold office, barring death, resignation, removal or
disqualification until his successor shall have been elected and qualified.
Section 3.02. ELECTION. - At each meeting of the shareholders for the
election of directors, at which a quorum is present, the persons receiving a
plurality of the votes cast by the holders of shares entitled to vote in the
election shall be elected as the directors.
Section 3.03. ANNUAL MEETINGS. - A newly elected Board of Directors shall
meet in order to organize, to elect officers and to transact such other
business as may properly come before it. Such annual meeting of the Board of
Directors may be held without notice if it shall be held on the day fixed for
the annual meeting of shareholders and as soon as practicable after the time and
at the place fixed for such shareholders meeting. If such annual meeting of the
Board of Directors shall not be held on such date, hour and place, it shall be
held whenever called by the Chairman or President, at such time and place as
shall be determined by the person calling such meeting.
Section 3.04. REGULAR MEETINGS. - Regular meetings of the Board of
Directors to transact business as may properly come before it may be held with
five days notice at such time and at such place, within or without the State of
New York, and shall from time to time be determined by resolution of the Board
of Directors. In case the day so determined shall be a legal holiday, such
meeting shall be held on the next succeeding day, not a legal holiday, at the
same hour.
Section 3.05. SPECIAL MEETINGS. - Special meetings of the Board of
Directors shall be held whenever called by the Chairman or President or by any
director at such time and place, within or without the State of New York, upon
notice as required by Section 3.06 of these By-Laws, as shall be determined by
the person calling such meeting; however, if said meeting is not held in the
State of New York, Massachusetts, Connecticut or Maryland, said meeting may only
be held upon the approval of a majority of the directors, which shall be given
by telephone, telegraph, telex or similar method, not less than two days before
the day on which such meeting is to be held. Unless limited by statute, the
Certificate of the Corporation, these By-Laws, or the terms of the notice
thereof, any and all business may be transacted at any special meeting.
Section 3.06. NOTICE OF CERTAIN ANNUAL AND OF SPECIAL MEETINGS. - Notice
of any special meeting of the Board of Directors, and of any annual meeting of
the Board of Directors which does not take place on the day fixed for the annual
meeting of shareholders and as soon as practicable after the time and at the
place fixed for such shareholder meeting, shall be mailed to each director,
addressed to him at his residence or usual place of business, not later than
seven days before the day on which the meeting is to be held, or
-4-
shall be sent to him at such place by telegraph, telex or similar method, or be
delivered personally or by telephone, not later than two days before the day on
which such meeting is to be held. Such notice shall state the place, date and
hour of the meeting. Notice of any meeting of the Board of Directors need not be
given to any director who submits a signed waiver of notice before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
Section 3.07. QUORUM AND MANNER OF ACTING. - A majority of the directors
in office at the time of any regular, annual or special meeting of the Board of
Directors shall be present in person to constitute a quorum for the transaction
of business. Except as otherwise required by statute or the Certificate of
Incorporation of the Corporation, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors. A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another time and place;
and no notice of an adjourned meeting need be given. Any one or more members of
the Board of Directors may participate in a meeting of said Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
Section 3.08. ACTION WITHOUT MEETING. - Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or the committee, as
the case may be, consent in writing to the adoption of a resolution authorizing
the action. Such resolution and the written consents thereto by the members of
the Board of Directors or the committee shall be filed with the minutes of the
proceedings of the Board of Directors or committee, as the case may be.
Section 3.09. REMOVAL OF DIRECTORS. - Any director may be removed for
cause either by the vote of a majority of the entire Board of Directors or by a
vote of the shareholders. Any such vote shall be taken at any regular or special
meeting or the Board of Directors or shareholders, as the case may be.
Section 3.10. RESIGNATIONS. - Any director may resign at any time by
giving written notice to the Board of Directors, the President or the Secretary
of the Corporation. Such resignation shall take effect at the time specified
therein or, if not so specified, upon receipt by the Board of Directors, the
President, the Secretary or the Assistant Secretary of the Corporation. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.11. VACANCIES. - Any newly created directorships resulting from
an increase in the number of directors and vacancies occurring in the Board of
Directors by reason of death, resignation, disqualification or removal for cause
may be filled by vote of the Board of Directors. In addition, any additional
directorships which are already authorized by these By-Laws but which were not
initially filled shall be filled by vote of the Board of Directors. If the
number of directors then in office is less than a quorum, such newly created
directorships and vacancies may be filled by vote of a majority of directors
then in office or by the Shareholders. Any director
-5-
elected to fill a vacancy shall hold office until the next annual meeting of
shareholders at which the election of directors is the regular order of
business, and until his successor has been elected and qualified.
Section 3.12. DIRECTORS' FIDUCIARY DUTY AND LIABILITY OF THE CORPORATION.
- - No director of the Corporation shall be personally liable to the Corporation
or any of its shareholders for monetary damages for breach of fiduciary duty as
a director involving any act or omission of any such director occurring on or
after April, 1987; provided, however, that the foregoing provisions shall not
eliminate or limit the liability of a director (i) for any breach of such
director's duty or loyalty to the Corporation or its shareholder; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violations of law; (iii) under Title 8, Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any transaction from which
such director derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.
Article IV
COMMITTEES
Section 4.01. EXECUTIVE COMMITTEE. - The Board of Directors may, by
resolution unanimously adopted by the entire Board, designate from among its
members an Executive Committee consisting of three or more directors, and may
designate one or more additional directors as alternate members of the Executive
Committee, who may replace any absent members to serve at the pleasure of the
Board of Directors. The Chairman of the Board of Directors shall be the Chairman
of the Board of the Executive Committee. All acts done and powers conferred by
the Executive Committee from time to time shall be deemed to be, and may be
certified as being, done or conferred under authority of the Board of Directors.
The Executive Committee shall have, to the extent provided in the resolution
establishing it, all the authority of the Board of Directors that may be
lawfully delegated, but shall not have authority as to the following matters:
(1) the submission to shareholders of any action that needs
shareholders' approval by law;
(2) the filling of vacancies on the Board of Directors or on any
committee of the Board of Directors;
(3) the fixing of compensation of the directors for serving on the
Board of Directors or on any committee of the Board of Directors;
(4) the amendment or repeal of these By-Laws, or the adoption of new
By-Laws for the Corporation; and
-6-
(5) the amendment or repeal of any resolution of the Board of
Directors which by its terms shall not be so amendable or repealable.
The Executive Committee shall record minutes of its proceedings and shall submit
the same to the Board of Directors at the next meeting of the Board of
Directors.
Section 4.02. REGULAR MEETINGS. - Regular meetings of the Executive
Committee shall be held without notice at such time and at such place within or
without the State of New York as shall from time to time be determined by
resolution of the Executive Committee. In case the day so determined shall be a
legal holiday, such meeting shall be held on the next succeeding day, not a
legal holiday, at the same hour.
Section 4.03. SPECIAL MEETINGS. - Special meetings of the Executive
Committee shall be held whenever called by, and at such place within or without
the State of New York as may be designated by the Chairman of the Executive
Committee. Notice of any special meeting shall be mailed to each member,
addressed to him at his residence or usual place of business, not later than
five days before the day on which the meeting is to be held, or shall be sent to
him at such place by telegraph, or be delivered personally, or by telephone, not
later than two days before the day on which such meeting is to be held. Notice
of any meeting of the Executive Committee need not be given to any member who
submits a signed waiver of notice before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to him. Unless limited by statute, these By-Laws, or the terms of the
notice thereof, any and all business may be transacted at any special meeting of
the Executive Committee.
Section 4.04. QUORUM AND MANNER OF ACTING. - A majority of the members of
the Executive Committee in office at the time for any regular or special meeting
of the Executive Committee shall constitute a quorum for the transaction of
business. The vote of a majority of the members present at the time of such
vote, if a quorum is present at such time, shall be the act of the Executive
Committee. A majority of the members present, whether or not a quorum is
present, may adjourn any meeting to another time and place, and no notice of an
adjourned meeting need be given. Any one or more members of the Executive
Committee may participate in a meeting thereof by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Section 4.05. RECORDS. - The Executive Committee shall keep minutes of its
proceedings and shall submit the same from time to time to the Board of
Directors. The Secretary of the Corporation shall act as secretary of the
Executive Committee, or the Executive Committee may in its discretion appoint
its own secretary.
Section 4.06. VACANCIES. - Any newly created memberships and vacancies
occurring in the Executive Committee shall be filled by resolution adopted by a
majority of the entire Board of Directors.
-7-
Section 4.07. OTHER COMMITTEES. - The Board of Directors shall have the
power to appoint or provide for from time to time any such other committees
consisting of such directors, officers or other persons and having such powers
and functions in the management of the Corporation as may be provided by the
Board of Directors and as may be permitted by law, and from time to time to
suspend or discontinue the powers and duties of such committees. If the members
of any such committee consist of directors, the resolution of the Board of
Directors designating such members shall be adopted by a majority of the entire
Board of Directors and such committee shall consist of not fewer than three
directors.
Article V
OFFICERS
Section 5.01. OFFICERS - The officers of the Corporation shall consist of
a President, Secretary, Treasurer and such Vice Presidents, and other officers
as may be elected or appointed by the Board of Directors. Any number of offices
may be held by the same person. All officers shall hold office until their
successors are elected or appointed, except that the Board of Directors may
remove any officer at any time at its discretion.
Section 5.02. DUTIES. - The officers of the Corporation shall have such
powers and duties as generally pertain to their offices, except as modified
herein or by the Board of Directors, as well as such powers and duties as from
time to time may be conferred by the Board of Directors. The chief executive
officer of the Corporation shall have general supervision over the business,
affairs and property of the Corporation and over its several officers and shall
preside at meetings of the Board of Directors and at meetings of the
stockholders. The President shall be the chief operating officer of the
Corporation and shall have such other duties as may be assigned to him by the
Board of Directors.
Section 5.03. TERM OF OFFICE. - So far as practicable, all elected
officers shall be elected at the first meeting of the Board of Directors
following the annual meeting of shareholders in each year and, except as
otherwise hereinafter provided, shall hold office until the first meeting of the
Board of Directors following the next annual meeting of shareholders and until
their respective successors shall have been elected or appointed and qualified.
All other officers shall hold office during the pleasure of the Board of
Directors.
Section 5.04. REMOVAL. - Any officer, elected or appointed, may be removed
at any time, for cause, by the Board of Directors. In the event of removal,
compensation for said officer shall be limited to two weeks salary.
Section 5.05. VACANCIES - If any vacancy shall occur in any office for any
reason, the Board of Directors may elect or appoint a successor to fill such
vacancy for the remainder of the term.
-8-
Section 5.06. COMPENSATION. - The compensation of all officers and agents
of the Corporation shall be fixed by the Board of Directors.
Article VI
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law, indemnify
each person made or threatened to be made a party to any civil or criminal
action or proceeding by reason of the fact that he, or his testator or
intestate, is or was a director, officer of the Corporation or served any other
corporation of any kind, domestic or foreign, in any capacity at the request of
the Corporation. The Corporation may purchase so-called "officer-director
liability insurance" for such purposes.
Article VII
SHARE CERTIFICATE
Section 7.01. FORM, SIGNATURE. - The shares of the Corporation shall be
represented by certificates in such form as shall be determined by the Board of
Directors, shall be signed by the Chairman or the President and the Secretary or
the Treasurer, and shall bear the corporate seal. The signatures and the seal
may be facsimile, engraved or printed, to the extent permitted by law.
Section 7.02. TRANSFER OF SHARES; LOST CERTIFICATES. - Transfers of shares
shall be made on the books of the Corporation only by the person named in the
certificate, or by his attorney lawfully constituted in writing, and upon
surrender and cancellation of a certificate or certificates for a like number of
shares, with duly executed assignment and power of transfer endorsed thereon or
attached thereto, and with such proof of the authenticity of the signatures as
the Corporation or its agents may reasonably require. The Corporation may refuse
to transfer shares if such transfer would violate any stock transfer
restrictions contained in the Corporation's By-Laws, Articles of Incorporation
or in any agreement to which it is a party. In the case of loss or destruction
of a certificate, a new certificate may be issued on such terms as the Board of
Directors may prescribe.
Section 7.03. REGISTERED SHAREHOLDERS. - The Corporation shall be
protected in treating the person in whose names shares stand on the record of
the stockholders as the owners thereof for all purposes; and the Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.
-9-
Article VIII
MISCELLANEOUS
Section 8.01. FISCAL YEAR. - The fiscal year of the Corporation shall end
on the last day of March.
Section 8.02. SEAL. - The Corporation shall have a seal in such form as
the Board of Directors shall approve.
Article IX
AMENDMENTS
Section 9.01. POWER TO AMEND. - By-Laws may be adopted, amended or
repealed by vote of the majority of holders of the shares at the time entitled
to vote in the election of any directors, or by the Board of Directors, except
that the Board of Directors shall not have power to adopt any By-Law, or expand
the authorization conferred by any By-Law, which by statute only the
shareholders have power to so adopt or expand. Any By-Law adopted by the Board
of Directors may be amended or rejected by shareholders at any meeting called
for any purpose and/or at the time entitled to vote on the election of any
director.
Section 9.02. AMENDMENT AFFECTING ELECTION OF DIRECTORS; NOTICE. - If any
By-Law regulating an impending election of Directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors the By-Laws as
adopted, amended, or repealed, together with a concise statement of the changes
made.
June 11, 1992
-10-