EXHIBIT 3.34
BY-LAW N0. 1
OF
RARITAN RIVER URBAN RENEWAL CORPORATION
Section 1. Annual Meeting. The annual meeting of shareholders
shall be held on such day each year chosen by the Board of Directors upon not
less than ten nor more than sixty days' written notice of the time, place and
purposes of the meeting at the principal office of the corporation or such other
place as shall be specified in the notice of meeting in order to elect directors
of the corporation and transact such other business as shall come before the
meeting.
Section 2. Special Meetings of Shareholders. Special meetings
of shareholders may be called for any purpose or purposes, by the president or
the board or by any member of the board. Special meetings shall be held at the
principal office of the corporation or at such place as shall be specified in
the notice of meeting. Special meetings shall be called upon written notice of
the time, place and purposes of the meeting given not less than ten nor more
than sixty days prior to the date of the meeting.
Section 3. Waivers of Notice of Shareholder Meetings;
Adjournments. Notice of a meeting of shareholders need not be given to any
shareholder who signs a waiver of such notice, 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.
When any meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting.
Section 4. Action Without Shareholder Meeting. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting if all the shareholders entitled to vote thereon consent
thereto in writing and such written consents are filed with the minutes of
proceedings of shareholders.
Section 5. Board of Directors; General Powers. The business
and affairs of the corporation shall be managed by its board of directors
(herein referred to as the "board").
Section 6. Number and Term of Directors; Regular Meetings. The
number of directors shall be not less than one nor more than 25 as may be
determined from time to time by the board. The term of office of each director
shall be from the time of his election and qualification until the annual
meeting of stockholders next succeeding his election and until his successor
shall have been elected and shall have qualified. A regular meeting of the board
for the election of officers and such other business as may come before the
meeting shall be held without notice immediately following the annual meeting of
shareholders at the same place. The board may provide for additional regular
meetings which may be held without notice by resolution adopted at any meeting
of the board.
Section 7. Special Meetings of the Board. Special meetings of
the board for any purpose or purposes may be called at any time by any one of
the directors. Such meetings shall be held upon two days notice given personally
or by telephone or telegraph, or by four days notice given by depositing notice
in the mails, postage prepaid. Such notice shall specify the time and place of
the meeting.
Section 8. Waivers of Notice of Board Meetings; Adjournment.
Notice of a meeting of the board need not be given to any director who signs a
waiver of notice whether before or after the meeting, or who attends the meeting
without protesting the lack of notice prior to the conclusion of the meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of the
board need be specified in the notice or waiver of notice of such meeting.
Notice of an adjourned meeting need not be given if the time and place are fixed
at the meeting adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.
Section 9. Action Without Meeting. The Board or any committee
thereof may act without a meeting if, prior or subsequent to such action, each
member of the board or of each committee shall consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
corporation.
2
Section 10. Quorum of Board of Directors. One director shall
constitute a quorum of the Board for the transaction of business unless the
board consists of two directors, in which case two directors shall constitute a
quorum, and unless the board consists of three or more directors, in which case
a majority of the directors shall constitute a quorum.
Section 11. Vacancies in the Board of Directors. Any vacancy
in the board, including a vacancy caused by an increase in the number of
directors may be filed by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the board, or by a sole remaining
director.
Section 12. Officers. At its regular meeting following the
annual meeting of shareholders, the board shall elect a chairman of the board,
president, a treasurer, a secretary, and such other officers as it shall deem
necessary. One person may hold two or more offices but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by these by-laws to be executed, acknowledged
or verified by two or more officers. The duties and authority of the officers
shall be determined from time to time by the board. Subject to any such
determination, the officers shall have the following duties and authority:
(a) The chairman of the board shall have general charge and
supervision over the board of directors. He will preside with the president at
all meetings of the shareholders and at all meetings of the board.
(b) The president shall be chief executive officer of the
corporation. He shall have general charge and supervision over and
responsibility for the affairs of the corporation. He shall preside with the
chairman of the board at all meetings of the shareholders and at all meetings of
the board. Unless otherwise directed by the board, all other officers shall be
subject to the authority and the supervision of the president. The president may
enter into and execute in the name of the corporation contracts or other
instruments not in the regular course of business which are authorized, either
generally or specifically, by the board. He shall have the general powers and
duties of management usually vested in the office of president of a corporation.
The president may delegate from time to time to any other officer, any or all of
the aforesaid duties and authority.
3
(c) Vice presidents, if elected, shall have such duties and
possess such authority as may be delegated to them by the president.
(d) The treasurer shall have the custody of the funds and
securities of the corporation and shall keep or cause to be kept regular books
of account for the corporation. The treasurer shall perform such other duties
and possess such other authority as are incident to his office or as shall be
assigned by the president or the board.
(e) Assistant treasurers, if elected, shall have such duties
and possess such authority as may be delegated to them by the treasurer.
(f) The secretary shall cause notices of all meetings to be
served as prescribed in these by-laws and shall keep or cause to be kept the
minutes of all meetings of the shareholders and the board. The secretary shall
have charge of the seal of the corporation. He shall perform such other duties
and possess such authority as are incident to his office or as are assigned to
him by the president.
(g) Assistant secretaries, if elected, shall have such duties
and possess such authority as may be delegated to them by the secretary.
Section 13. Amendment to By-Laws. These by-laws may be
altered, amended or repealed by the shareholders or by the board. Any by-law
adopted, amended or repealed by the shareholders may be amended or repealed by
the board, unless the resolution of the shareholders adopting such by-law
expressly reserves the right to amend or repeal it to the shareholders.
Section 14. Force and Effect of By-Laws. These by-laws are
subject to the provisions of the New Jersey Business Corporation Act and the
corporation's Certificate of Incorporation as they may be amended from time to
time. If any provision in these by-laws is inconsistent with a provision in that
Act or the Certificate of Incorporation, the provision of that Act or the
Certificate of Incorporation shall govern to the extent of such inconsistency.
Section 15. Loans to Directors, Officers, Employees. The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist, any officer or other
4
employee of the corporation whenever the board determines that such loan,
guarantee, or assistance may reasonably be expected to benefit the corporation,
provided however if such officer or employee is also a director, such loan,
guarantee or assistance must be approved by a majority of the entire board.
* * * * * * *
The foregoing By-Laws of Raritan River Urban Renewal
Corporation was duly adopted by the consent of the Directors on the 24th day of
August, 1977.
DATED the 24th day of August, 1977.
William J. Shields Lionel H. Schipper
- ----------------------------- -------------------------------
William J. Shields, President Lionel H. Schipper, Secretary
5