Exhibit 3.34
RESTATED BY-LAWS OF
ALLIED VAN LINES TERMINAL COMPANY
AS OF MAY 8, 1976
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ARTICLE 1
OFFICES
1.1 The principal office shall be in the City of Wilmington, County of New
Castle, State of Delaware. The corporation may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.
ARTICLE 2
STOCKHOLDERS' MEETINGS
2.1 Annual Meeting. The annual meeting of stockholders entitled to vote
shall be held in the State of Delaware or elsewhere and at such time and place
as may be determined by the board of directors from time to time but not less
than sixty (60) days prior to the date set for such meeting. At the annual
meeting the stockholders shall elect the board of directors by a plurality vote
and transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books of
the corporation, at least twenty (20) days prior to the meeting.
2.2 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a special meeting of
stockholders, stating the time and place and object thereof, shall be served
upon or mailed to each stockholder entitled to vote thereat at such address as
appears on the books of the corporation at least ten (10) days before such
meeting. Business transacted at all special meetings shall be confined to the
objects stated in the call.
2.3 Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by the
certificate of incorporation or by these by-laws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.
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At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
2.4 Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before the meeting unless
otherwise provided by statute or the certificate of incorporation of these
by-laws. At any meeting of the stockholders every stockholder having the right
to vote shall be entitled to vote in person or by proxy. Each stockholder shall
have one vote for each share of stock having voting power, registered in his
name on the books of the corporation.
2.5 Corporate Action by Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with if
all the stockholders entitled to vote upon the action consent thereto in
writing.
ARTICLE 3
DIRECTORS
3.1 Number, Term, and Eligibility. The directors who shall constitute the
whole board shall be eighteen (18) in number. Directors shall be elected at the
annual meeting of the stockholders and shall each serve for a term of one year
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except as provided in Section 3.2 hereof, and each director shall serve until
his successor shall be elected and qualify. Directors need not be stockholders.
The foregoing provisions notwithstanding, each director elected at the November
1, 1975 annual meeting of stockholders shall hold office for a term of
approximately seven months until the 1976 annual meeting of stockholders and
thereafter until his respective successor shall have been elected and shall have
qualified.
3.2 Vacancies. If any vacancies occur in the board of directors caused by
death, resignation, retirement, disqualification or removal from office of any
directors or otherwise, or any new directorship is created by any increase in
the authorized number of directors, a majority of the directors then in office,
though less than a quorum, may choose a successor or successors, or fill the
newly created directorship and the directors so chosen shall hold office until
the next annual election of directors and until their successors shall be duly
elected and qualified, unless sooner displaced.
3.3 Committees. The board of directors may by resolution passed by a
majority of the whole board designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be determined
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from time to time by resolution adopted by the board of directors.
3.4 Compensation. Directors shall not receive any compensation for their
services.
3.5 Meetings. Immediately after the adjournment of the annual meeting of
the stockholders, the new board of directors shall meet for the purpose of
organization, the election of officers, and the transaction of such other
business as may properly come before the meeting. Regular meetings of the board
may be held without notice at such time and place as shall from time to time be
determined by the board. Special meetings of the board may be called by the
president on seven (7) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of a majority
of the directors.
3.6 Quorum. At all meetings of the board a majority of the directors shall
be necessary and sufficient to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation or by these by-laws. If a quorum is not present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
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ARTICLE 4
OFFICERS
4.1 Officers. The officers of Allied Van Lines Terminal Company shall be
Chairman of the Board, a Vice Chairman, a President, a Secretary, a Treasurer
and such other officers including Vice Presidents, as are provided for by
majority vote of all members of the Board of Directors, as hereinafter provided.
The Chairman of the Board, the Vice Chairman, the Secretary, and the Treasurer
shall be selected from the Board of Directors at an election by the Board of
Directors to be carried out without nomination and by secret ballot. For each
such office, enough ballots shall be separately voted until one person receives
a majority of the votes cast. The President, who shall not be an agent, nor a
partner, employee or stockholder of an agent, shall be appointed by resolution
of the Board of Directors on recommendation of the Chairman of the Board. The
Vice Presidents and all other officers, none of whom may be an agent, nor a
partner, employee or stockholder of an agent, shall be appointed by resolution
of the Board of Directors, upon recommendation of the President. Except as
otherwise provided by these Bylaws, or by contract in the case of an appointed
officer, the term of every office shall be for one year and until the successor
has been duly chosen and qualified. Election or appointment of an officer shall
not of itself create contract rights. The foregoing provisions notwithstanding,
each officer chosen and qualified at the Board organizational meeting following
the 1975 annual meeting shall hold office for a term of approximately seven
months until the Board
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organizational meeting following the 1976 annual meeting and thereafter until
his respective successor shall have been duly chosen and qualified.
4.2 Compensation. The president, vice president, secretary and treasurer,
of the corporation shall receive no compensation for their services.
4.3 The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If an office
becomes vacant for any reason, the vacancy shall be filled by the board of
directors.
4.3A Chairman of the Board. The Chairman of the Board shall not be elected
to serve more than five (5) consecutive terms, except that election for a sixth
consecutive term may be voted, if approved, by secret ballot, by twelve (12)
members of the Board of Directors, excluding the Chairman. The Chairman of the
Board shall be the principal executive officer of the Corporation, and shall
preside over and conduct all meetings of stockholders and the Board of
Directors. Subject to the Board of Directors, he shall direct the policy of the
Corporation. He shall report to the Board regularly, and to the stockholders at
the annual meeting, on all matters within his knowledge which the interests of
the Corporation may require.
4.3B Vice Chairman. In the absence of the Chairman of the Board, or
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in the event of his death, or inability or refusal to act, the Vice Chairman
shall perform the duties of the Chairman, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chairman.
4.4 President. The President shall be the chief administrative officer of
the Corporation. The President shall execute, or duly authorize the execution of
all contracts, deeds, mortgages, bonds and agreements authorized by the Board of
Directors. He shall vote all shares of stock of any other corporation standing
in the name of the Corporation, as directed by the Board of Directors. In
general, he shall perform all duties incident to the office of President, and
such other duties as may be prescribed by the Chairman of the Board.
4.5 Vice President. The vice president shall, in the absence or disability
of the president, perform the duties and exercise the powers of the President,
and shall perform such other duties as the board of directors shall prescribe.
4.6 Secretary. The secretary shall attend all sessions of the board and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for any standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
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of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board,
affix it to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
4.7 Assistant Secretary. The assistant secretary shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties as the board of directors shall
prescribe.
4.8 Treasurer. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other 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 shall
disburse the funds of the corporation as may be ordered by the board, taking
proper vouchers for such disbursements, and shall render to the president and
directors, at the regular meetings of the board, or whenever they may require
it, an account of all his transactions as treasurer and of the financial
condition of the corporation. If required by the board of directors, he shall
give the corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation,
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retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
4.9 Assistant Treasurer. The assistant treasurer shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer and shall perform such other duties as the board of directors shall
prescribe.
ARTICLE 5
SHARES OF CAPITAL STOCK
5.1 Certificate. The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the president or a vice president and the treasurer or an assistant
treasurer or the secretary or an assistant secretary. The designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificates which the corporation shall
issue to represent such class or series of stock.
5.2 Transfers. Upon surrender to the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be the duty of the corporation to issue a new
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certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
5.3 Registered Stockholders. The corporation shall be entitled to treat
the holder of record of any share or 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 or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
5.4 Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
5.5 Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
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declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
ARTICLE 6
NOTICES
6.1 Whenever notice is required to be given to any director or stockholder
under the provisions of the statutes or the certificate of incorporation or
these by-laws, it shall not be construed to mean personal notice but may be
given in writing, by mail, addressed to the director or stockholder at such
address as appears on the books of the corporation, and such notice shall be
deemed to be given at the time when it is thus mailed; and a waiver thereof in
writing signed by the person or persons entitled to the notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
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ARTICLE 7
FISCAL YEAR
7.1 The fiscal year shall begin the first day of January in each year.
ARTICLE 8
SEAL
8.1 The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE 9
AMENDMENTS
9.1 These by-laws may be altered or repealed at any regular meeting of the
stockholders or at any special meeting of the stockholders at which a quorum is
present or represented by the affirmative vote of a majority of the stock
entitled to vote at such meeting and present or represented thereat, or by the
affirmative vote of a majority of the board of directors at any regular meeting
of the board or at any special meeting of the board if notice of the proposed
alteration or repeal be contained in the notice of such special meeting.
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