Exhibit 3.8
BYLAWS
OF
GA ACQUISITION ILLINOIS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of GA
Acquisition Illinois, Inc. (the "Corporation") will be held at such time as the
Board of Directors may designate for the purpose of electing directors and for
the transaction of such other business as may come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. The Board of Directors may designate
any location as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made, or if a
special meeting be otherwise called, the meeting shall be held at the principal
office of the corporation in the State of Illinois.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be called either by the President, by the Board of Directors or by the holders
of not less than thirty-five percent (35%) of all the outstanding shares of the
corporation entitled to vote on the matter for which the meeting is called, for
the purpose or purposes stated in the call of the meeting.
SECTION 3. NOTICE. Notice of the time, place and purpose of every
meeting of stockholders shall be delivered personally or mailed not less than
ten days nor more than sixty days previous thereto to each stockholder of record
entitled to vote, at such stockholder's post office address appearing upon the
records of the Corporation or at such other address as shall be furnished in
writing by him or her to the Corporation for such purpose. Such further notice
shall be given as may be required by law or by these Bylaws. Any meeting may be
held without notice if all stockholders entitled to vote are present in person
or by proxy, or if notice is waived in writing, either before or after the
meeting, by those not present.
SECTION 4. QUORUM. The holders of record of at least a majority of the
shares of the stock of the Corporation, issued and outstanding and entitled to
vote, present in person or by proxy, shall, except as otherwise provided by law
or by these Bylaws, constitute a quorum at all meetings of the stockholders; if
there be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum shall have
been obtained.
SECTION 5. ORGANIZATION OF MEETINGS. Meetings of the stockholders shall
be presided over by the Chairman of the Board, if there be one, or if the
Chairman of the Board is not present by the President, or if the President is
not present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in the Secretary of the Corporation's absence, an Assistant
Secretary, shall act as Secretary of the meeting, if present.
SECTION 6. VOTING. Unless otherwise provided in the Articles of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one vote in each matter submitted to
1
vote at a meeting of stockholders, and, except as otherwise provided herein, in
all elections for directors, every stockholders shall have the right to vote the
number of shares owned by such stockholders for as many persons as there are
directors to be elected, or to cumulate such votes and give one candidate as
many votes as shall equal the number of directors multiplied by the number of
such shares or to distribute such cumulative votes in any proportion among any
number of candidates. Each stockholders may vote either in person or by proxy as
described below.
Each stockholders may appoint a proxy to vote or otherwise act for him
or her by signing an appointment form and delivering it to the person so
appointed, but no such proxy shall be valid after 11 months from the date of its
execution, unless otherwise provided in the proxy.
The Articles of Incorporation may be amended to limit or eliminate
cumulative voting rights in all or specified circumstances, or to limit or deny
voting rights or to provide special voting rights as to any class or classes or
series of shares of the corporation.
Shares held by the corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator, executor
or court appointed guardian, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor or court appointed
guardian. Shares registered in the name of a trustee may be voted by him or her,
either in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.
A stockholders whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of stockholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed 10 years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to
2
the same right of examination by a stockholders of the corporation, in person or
by agent or attorney, as is the record of stockholders of the corporation, and
shall be subject to examination by any holder of a beneficial interest in the
voting trust, either in person or by agent or attorney, at any reasonable time
for any proper purpose.
Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own share held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
SECTION 7. INSPECTORS OF ELECTION. At any meeting of stockholders, the
chairman of the meeting may, or upon the request of any stockholders shall,
appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the stockholders.
Each report of an inspector shall be in writing and signed by him or
her or by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
SECTION 8. ACTION BY CONSENT. Unless otherwise provided in the Articles
of Incorporation or by the Illinois Business Corporation Act, any action
required by law to be taken at a meeting of the stockholders, or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting and without a vote, if a consent in writing, setting forth the action
so taken shall be signed (a) by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voting or (b) by all of the stockholders entitled to vote with
respect to the subject matter thereof.
If such consent is signed by less than all of the stockholders entitled
to vote, then such consent shall become effective only if at least 5 days prior
to the execution of the consent a notice in writing is delivered to all of the
stockholders entitled to vote with respect to the subject matter thereof and,
after the effective date of the consent, prompt notice of the taking of the
corporation action without a meeting by less than unanimous written consent
shall be delivered in writing to those stockholders who have not consented in
writing.
In the event that the action which is consented to is such as would
have required the filing of a certificate under any Section of the Illinois
Business Corporation Act if such action had been voted on by the stockholders at
a meeting thereof, the certificate filed under such Section shall state, in lieu
of any statement required by such Section concerning any vote of stockholders,
that written consent has been delivered in accordance with the provisions of
3
Section 7.10 of the Illinois Business Corporation Act and that written notice
has been given as provided in such Section 7.10.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER, QUORUM, TERM, VACANCIES, REMOVAL. The number of
directors constituting the Board shall be three. Each director shall hold office
until the next annual meeting of stockholders or until his or her successor
shall have been elected and qualified. Directors need not be residents of
Illinois or stockholders of the corporation. No decrease in the number of
directors constituting the Board of Directors shall have the effect of
shortening the term of any incumbent director.
A majority of the number of directors fixed by these by-laws shall
constitute a quorum for transaction of business at any meeting of the Board of
Directors, provided that if less than a majority of such number of directors are
present at said meeting, a majority of the directors present may adjourn the
meeting at any time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the vote of a greater number is required by
statute, these By-Laws, or the Articles of Incorporation.
Directors will hold office until the next annual election and until
their successors will have been elected and will have qualified, unless sooner
displaced.
Any vacancy occurring in the Board of Directors, including a vacancy
caused by a removal of a director, and any directorship to be filled by reason
of an increase in the number of directors, may be filled by election at the next
annual meeting or at a special meeting of stockholders called for that purpose;
provided, however, that any vacancies occurring between meetings of stockholders
may be filled by a majority of the Board of Directors. A director elected by the
stockholders to fill a vacancy shall hold office for the balance of the term for
which he or she was elected. A director appointed to fill a vacancy by the Board
shall serve until the next meeting of stockholders at which directors are to be
elected.
A director may resign at any time upon written notice to the Board of
Directors, the Chairman of the Board, or to the President or the Secretary of
the corporation. A director may be removed with or, subject to the Articles of
Incorporation, without cause, at a meeting of stockholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors; provided, however, that no director shall be
removed at a meeting of stockholders unless the notice of such meeting shall
state that a purpose of the meeting is to vote upon the removal of one or more
directors named in the notice, and only the named director or directors may be
removed at such meeting; and provided further that, if the corporation has
cumulative voting and less than all the directors are to be removed, no director
may be removed, with or without cause, if the votes cast against his or her
removal would be sufficient to elect him or her if then cumulatively voted at an
election of the entire board of directors; and provided further that a director
elected by the holders of a class or series of shares may be removed only by the
stockholders of that class or series.
4
SECTION 2. MEETINGS, NOTICE. Meetings of the Board of Directors shall
be held at such place either within or without the State of Illinois, as may
from time to time be fixed by resolution of the Board, or as may be specified in
the call or in a waiver of notice thereof. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any time upon the
call of two directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before such meeting. A meeting of
the Board may be held without notice immediately after the annual meeting of
stockholders at the same place at which such meeting was held. Notice need not
be given of regular meetings of the Board. Any meeting may be held without
notice, if all directors are present, or if notice is waived in writing, either
before or after the meeting, by those not present.
SECTION 3. COMMITTEES. A majority o The Board of Directors may, in its
discretion, by resolution passed by a majority of the whole Board, designate
from among its members one or more committees which shall consist of two or more
directors. The Board may designate one or more directors as alternate members of
any such committee, who may replace any absent or disqualified member at any
meeting of the committee. Such committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution appointing them. A
majority of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board shall have power at any time to change the membership of any such
committee, to fill vacancies in it, or to dissolve it.
SECTION 4. ACTION BY CONSENT. Unless otherwise specifically prohibited
by the Articles of Incorporation or these By-Laws, any action required by law to
be taken at a meeting of the Board of Directors or any other action which may be
taken at a meeting of the Board of Directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed in accordance with the Illinois Business Corporation Act by all
of the directors entitled to vote with respect to the subject matter thereof, or
by all members of such committee, as the case may be. The Secretary shall file
the written approvals of the directors evidencing the consent in the corporate
records.
SECTION 5. COMPENSATION. A majority of the Board of Directors may, by
resolution, establish reasonable compensation for their services and the
services of officers, irrespective of any personal interest.
SECTION 6. CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted
by the certifi cate of incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
SECTION 7. BUSINESS AFFAIRS. The business of the corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the
5
corporation and do all such lawful acts and things as are not by law or by the
certificate of incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
ARTICLE III
OFFICERS
SECTION 1. TITLES AND ELECTION. The officers of the Corporation, who
shall be chosen by the Board of Directors at its first meeting after each annual
meeting of stockholders, shall be a President, a Treasurer and a Secretary. The
Board of Directors from time to time may elect a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers and agents as it shall deem necessary, and may define their powers and
duties. Any number of offices may be held by the same person.
SECTION 2. TERMS OF OFFICE. Each officer shall hold office until his or
her successor shall have been duly elected and shall have qualified or until his
or her earlier death, resignation or removal. Election of an officer shall not
of itself create contract rights.
SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors whenever in its judgment the best interest of the corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignation
will take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation will not be necessary to make it
effective.
SECTION 5. VACANCIES. Any vacancy occurring in any office or new
offices created shall be filled by a majority vote of the Board of Directors.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors will preside at all meetings of the Board of Directors and of the
stockholders, and the Chairman will have and perform such other duties as from
time to time may be assigned to the Chairman by the Board of Directors.
SECTION 7. PRESIDENT. The President shall be the chief executive
officer of the corporation. Subject to the direction and control of the Board of
Directors, he or she shall supervise and control the business of the
corporation, shall see that the resolutions and directions of the Board of
Directors are carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by the Board of
Directors, and, in general, shall discharge all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time. The President shall preside at all meetings of the
stockholders and of the Board of Directors. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the corporation or a different mode of execution is expressly prescribed by the
Board of Directors or these Bylaws, the President may execute for the
corporation certificates for its shares, and any contracts, deeds, mortgages,
bonds, or other instruments which the Board of Directors has authorized to be
executed, and he or she may
6
accomplish such execution either under or without the seal of the corporation
and either individually or with the Secretary, any Assistant Secretary, or any
other officer thereunto authorized by the Board of Directors, according to the
requirements of the form of the instrument. The President may vote all
securities which the corporation is entitled to vote except as and to the extent
such authority shall be vested in a different officer or agent of the
corporation by the Board of Directors.
SECTION 8. VICE PRESIDENTS. If chosen, the Vice Presidents, in the
order of their seniority, shall, in the absence or disability of the President,
exercise all of the powers and duties of the President. Such Vice Presidents
shall have the power to execute bonds, notes, mortgages and other contracts,
agreements and instruments of the Corporation, and shall do and perform such
other duties incident to the office of Vice President and as the Board of
Directors, or the President shall direct.
SECTION 9. SECRETARY. The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and the minutes
of proceedings in a book to be kept for that purpose. The Secretary shall give,
or cause to be given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors. The Secretary shall affix the corporate seal to any
instrument requiring it, and when so affixed, it shall be attested by the
signature of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer who may affix the seal to any such instrument in the event
of the absence or disability of the Secretary. The Secretary shall have and be
the custodian of the stock records and all other books, records and papers of
the Corporation (other than financial) and shall see that all books, reports,
statements, certificates and other documents and records required by law are
properly kept and filed.
The assistant secretary or, if there be more than one, the assistant
secretaries in the order determined by the Board of Directors, 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 and have such other
powers as the Board of Directors may from time to time prescribe.
SECTION 10. TREASURER. The Treasurer shall be the principal accounting
and financial officer of the corporation. The Treasurer shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
President, by a Vice President acting as or on behalf of the President, or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors may determine.
The assistant treasurer, or, if there shall be more than one, the
assistant treasurers in the order determined by the Board of Directors, 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 and have such
other powers as the Board of Directors may from time to time prescribe.
7
SECTION 11. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence
or disability of any officer of the Corporation, or for any other reason that
the Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any Director.
SECTION 12. SALARIES. The salaries of all officers shall be fixed by
the Board of Directors, and the fact that any officer is a Director shall not
preclude him from receiving a salary as an officer, or from voting upon the
resolution providing the same.
ARTICLE IV
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. ACTIONS BY OTHERS. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or who is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe
that his or her conduct was unlawful.
SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit, if such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
8
SECTION 3. SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of a corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article IV, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.
SECTION 4. AUTHORIZATION. Any indemnification under Sections 1 and 2 of
this Article IV (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article IV. Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.
SECTION 5. ADVANCEMENT OF EXPENSES. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount, unless it shall ultimately be determined that he or she is entitled
to be indemnified by the corporation as authorized in this Article IV.
SECTION 6. OTHER RIGHTS. The indemnification provided by this Article
IV shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7. INSURANCE. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions of this Article IV.
SECTION 8. INVALIDITY OF ANY PROVISIONS OF THIS ARTICLE. The invalidity
or unenforceability of any provision of this Article shall not affect the
validity or enforceability of the remaining provisions of this Article.
ARTICLE V
CAPITAL STOCK
SECTION 1. CERTIFICATES. Shares of the corporation either shall be
represented by certificates or shall be uncertificated shares. Certificates
representing shares of the corporation shall be signed
9
by the appropriate corporate officers (which, in the absence of a contrary
action by the Board, shall be the President or a Vice President and the
Secretary or any Assistant Secretary of the corporation) and may be sealed with
the seal or a facsimile of the seal of the corporation. If a certificate is
countersigned by a transfer agent or registrar, other than the corporation or
its employee, any other signatures or countersignature on the certificate may be
facsimile. Each certificate representing shares shall be consecutively numbered
or otherwise identified, and shall also state the name of the person to whom
issued, the number and class of shares (with designation of series, if any), the
date of issue, and that the corporation is organized under the laws of Illinois.
If the corporation is authorized to issue shares of more than one class or of
series within a class, the certificate shall also contain such information or
statement as may be required by law.
Unless prohibited by the Articles of Incorporation, the Board
of Directors may provide by resolution that some or all of any class or series
of shares of the corporation shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until the certificate has
been surrendered to the corporation. Within a reasonable time after the issuance
or transfer of uncertificated shares, the corporation shall send to the
registered owner thereof a written notice containing all information required by
law to be set forth on a certificate. Except as otherwise expressly provided by
law, the rights and obligations of the holders of uncertificated shares shall be
identical to those of the holders of certificates representing shares of the
same class and series.
The name and address of each stockholders, the number and
class of shares held and the date on which the shares were issued shall be
entered on the books of the corporation. The person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.
SECTION 2. TRANSFER. Shares of the corporation shall be transferable
only on the books of the corporation and upon endorsement and surrender of the
certificate(s) representing such shares, as provided in this Section 2. Transfer
of shares represented by a certificate, except in the case of a lost, destroyed,
or stolen certificate for which a replacement certificate has not been issued
pursuant to Section 4 of this Article V, shall be made on surrender for
cancellation of the certificate for such shares. A certificate presented for
transfer must be duly endorsed and accompanied by proper guaranty of signature
and other appropriate assurances that the endorsement is effective. Transfer of
an uncertificated share shall be made on receipt by the corporation of an
instruction from the registered owner or other appropriate person. The
instruction shall be in writing or a communication in such form as may be agreed
upon in writing by the corporation.
SECTION 3. RECORD DATES. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors of the corporation may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than 60 days and for a meeting of stockholders, not less than 10 days, or in the
case of a merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets, not less than 20 days before the date of such meeting,
except as otherwise required by statute. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled
10
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. A determination of stockholders shall apply to
any adjournment of the meeting.
SECTION 4. LOST CERTIFICATES. The Board of Directors may, in its
discretion upon review of the relevant evidence, direct that a new certificate
representing shares be issued in the place of any previously issued certificate
which is alleged to have been lost, stolen or destroyed, and the corporation may
require the owner of the lost, stolen or destroyed certificate, or his or her
legal representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of the certificate or the issuance of a new certificate.
ARTICLE VI
CHECKS, NOTES, ETC.
SECTION 1. CHECKS, NOTES, ETC. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money, may
be signed by the President, any Vice President or the Treasurer and may also be
signed by such other officer or officers, agent or agents, as shall be thereunto
authorized from time to time by the Board of Directors.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. OFFICES. The registered office of the corporation shall be
located in the County of Cook, State of Illinois. The corporation may also have
offices at such other places both within and without the State of Illinois as
the Board of Directors may from time to time determine or the business of the
corporation may require.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
SECTION 3. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Illinois."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced, provided that the affixing of the
corporate seal to an instrument shall not give the instrument additional force
or effect, or change the construction thereof, and the use of the corporate seal
is not mandatory.
SECTION 4. BOOKS. The Directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside the
State of Illinois, at such place or places as they may from time to time
determine.
SECTION 5. VOTING OF STOCK. Unless otherwise specifically authorized by
the Board of Directors, all stock owned by the Corporation, other than stock of
the Corporation, will be voted, in person or by proxy, by the President or any
Vice President of the Corporation on behalf of the Corporation.
11
SECTION 6. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the Illinois Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance at any meeting
shall constitute waiver of notice thereof unless the person at the meeting
objects to the holding of the meeting because proper notice was not given.
ARTICLE VIII
AMENDMENTS
SECTION 1. AMENDMENTS. The vote of the holders of at least a majority
of the shares of stock of the Corporation, issued and outstanding and entitled
to vote, shall be necessary at any meeting of stockholders to amend or repeal
these Bylaws or to adopt new Bylaws. These Bylaws may also be amended or
repealed, or new By- Laws adopted, at any meeting of the Board of Directors by
the vote of at least a majority of the entire Board; provided that any Bylaws
adopted by the Board may be amended or repealed by the stockholders in the
manner set forth above.
Any proposal to amend or repeal these Bylaws or to adopt new Bylaws
shall be stated in the notice of the meeting of the Board of Directors or the
stockholders, or in the waiver of notice thereof, as the case may be, unless all
of the directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.
12