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EXHIBIT 3.64
CODE OF REGULATIONS
OF
CRS TITLE AGENCY, INC.
CHAPTER I
SHARE CERTIFICATES
1.01 FORM OF CERTIFICATES AND SIGNATURES
Each holder of shares shall be entitled to one or more certificate signed
by the Chairman of the Board or the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of
the Corporation, which shall certify the number and class of shares held by him
in the Corporation, but no certificate for shares shall be executed or delivered
until such shares are fully paid. When such a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.
1.02 TRANSFER OF SHARES
Shares of the Corporation shall be transferable upon the books of the
Corporation by the holders thereof, in person, or by a duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares of
the same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
the signatures to such assignment and power of transfer as the corporation or
its agents may reasonably require.
1.03 LOST, STOLEN, OR DESTROYED CERTIFICATES
The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it and alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner,
or his legal representative to give the Corporation a bond containing such terms
as the Board of Directors may require to protect the Corporation or any person
injured by the execution and delivery of a new certificate.
1.04 TRANSFER AGENT AND REGISTRAR
The Board of Directors may appoint, or revoke the appointments of
transfer agents and registrars and may require all certificates for shares to
bear the signatures of such transfer agents and registrars, or any of them.
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CHAPTER II
SHAREHOLDERS
2.01 ANNUAL MEETINGS
The annual meeting of shareholders of the Corporation for the election of
directors, the consideration of reports to be laid before such meeting, and the
transaction of such other business as may be properly brought before such
meeting shall be held at the principal office of the Corporation, or at such
other place, within or without the State of Ohio, as may be designated by the
Board of Directors, and specified in the notice thereof on the third Tuesday of
May of each year, but if that day is a legal holiday, or the first business day
next following.
2.02 SPECIAL MEETINGS
A special meeting of the shareholders may be called by the President, or
by any two Directors, or my shareholders representing 25% of the outstanding
shares of the Corporation entitled to vote thereat. The call for each special
meeting shall specify the time, place (which may be within or without the State
of Ohio) and purpose or purposes thereof, and no other business other than that
specified in said call shall be considered at such meeting.
2.03 NOTICE OF MEETINGS
A written notice of every meeting of the shareholders (including the
annual meeting), stating the time, place and purposes thereof, shall be given by
or at the direction of the President, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to notice of the
meting not less than seven nor more than sixty days before such meeting. All
notices with respect to any shares to which persons are jointly entitled may be
given to that one of such persons who is first named upon the books of the
Corporation and notice so given shall be sufficient notice to all the holders of
such shares. Such notice shall be deemed to be sufficiently delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the records of the Corporation with postage thereon prepaid.
2.04 WAIVER OF NOTICE
A written waiver, signed by a shareholder, of notice of a shareholder's
meeting, whether executed before, at or after such meeting, shall be equivalent
to giving such notice. Attendance by a shareholder at a shareholder's meeting,
without objection prior to or at the commencement of such meeting, shall
constitute a waiver by him of notice of such meeting.
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2.05 CLOSING OF BOOKS AND FIXING RECORD DATE
The Board of Directors may determine the record date for the
determination of which persons are entitled to notices, dividends,
distributions, rights and the like, but said record date shall not be a date
earlier than the date on which the record date is fixed and shall not be more
than sixty days preceding the date of the meeting of shareholders or the date
fixed for the payment of dividends or distributions or the exercise of any
rights. The Board of Directors may close the stock record book against transfers
of shares during the whole or any part of such period.
2.06 QUORUM, ADJOURNMENT
At any meeting of the shareholders, the holders of a majority of the
shares entitled to vote then issued and outstanding, whether present in person
or represented by proxy, shall constitute a quorum. If a quorum shall not be
present or represented at any meeting of the shareholders, those shareholders
present or represented shall have the power, without notice other than
announcement at a meeting, to adjourn the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum is present
or represented any business may be transacted as might have been if the quorum
had been present at the originally scheduled meeting. The Corporation shall not,
directly or indirectly, vote any shares issued by it and thereafter acquired and
owned by it and not retired, and such shares shall not be considered issued and
outstanding in computing the number of shares entitled to vote at any meeting of
shareholders.
2.07 VOTING
Unless expressly provided to the contrary in the Articles of
Incorporation, this code of Regulations, or the Ohio Revised Code, each question
properly before any meeting of the shareholders at which a quorum is present
shall be decided by a vote of the holders of a majority of the shares entitled
to vote which are present or represented at such meeting.
2.08 ACTION BY WRITTEN CONSENT
Any action which may be authorized or taken at a meeting of the
shareholders, may be taken or authorized without a meeting by writing or
writings signed by all of the shareholders, which writing or writings shall be
filed with or entered upon the records of the Corporation.
2.09 PROXIES
Persons entitled to vote shares or to act with respect to shares may vote
or act in person by proxy. Holders of proxies need not be shareholders. Unless
the writing appointing a proxy otherwise provides, the presence at a meeting of
the person having appointed a proxy shall not operate to revoke such
appointment. Notice to the
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Corporation in writing or at an open meeting, of the revocation of a proxy shall
not affect any vote or act previously taken.
2.10 APPROVAL AND RATIFICATION OF ACTS OF OFFICERS OR BOARD OF DIRECTORS
Any contract, act or transaction, prospective or past, of the
Corporation, or of the Board of Directors, or of the officers, may be approved
or ratified by the affirmative vote at a meeting of shareholders, or by written
consent, with or without a meeting, of the holders of record of shares entitling
them to exercise a majority of voting power of the Corporation, and such
approval or ratification shall be as valid and binding as though affirmatively
voted for or consented to by every shareholder of the Corporation.
2.11 RESTRICTIONS ON TRANSFER OF SHARES
Shares of the Corporation may be restricted as to transfer by provision
therefore in the Articles of Incorporation, or by an appropriate action
or agreement executed by the shareholders.
CHAPTER III
DIRECTORS
3.01 NUMBER OF DIRECTORS
The number of Directors, which shall not be less than two or the number
of shareholders, whichever is fewer, may be fixed or changed at a meeting of the
shareholders called for the purpose of fixing the number of Directors or of
electing Directors at which a quorum is present, by the vote of the holders of a
majority of the shares represented at a meeting and entitled to vote on such
proposal. In case the shareholders final to fix the number of Directors to be
elected, the number elected shall be deemed to be the number of elected shall be
deemed to be the number of Directors fixed.
3.02 ELECTION AND TERM
Directors shall be elected at the annual meeting of shareholders or a
special meeting called for that purpose. Each director who shall be elected
shall serve until the next annual meeting of shareholders and shall hold office
until his successor is elected or until his death, resignation or removal.
3.03 AUTHORITY
All the authority of the corporation shall be exercised by the Board of
Directors, except as otherwise provided by the Articles of Incorporation, this
Code of Regulations or the Ohio Revised Code.
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3.04 PLACE OF MEETING
The Board of Directors may hold its meetings as such place or places
within or without the State of Ohio, as the Board may, from time to time,
determine.
3.05 ANNUAL MEETINGS
An annual meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders. No prior notice of such meeting
shall be required.
3.06 SPECIAL MEETINGS
Special Meetings of the Board of Directors may be called by the
President, Chairman of the Board, or any two members of the Board of Directors.
3.07 NOTICE OF MEETING
Written notice of the time and place of each special meeting of the Board
of Directors shall be given at or by the direction of the President or the
Secretary to each Director, either by personal delivery or by mail, telegram or
cablegram, at least two day before the meeting. Such notice need not specify the
purposes of such meeting. The attendance of any Director at any meeting without
protesting, prior to or at the commencement of said meeting, the lack of proper
notice shall be deemed to be a waiver by him of notice.
3.08 QUORUM
A majority of the number of Directors then fixed shall constitute a
quorum for the transaction of business.
3.09 VOTING
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
question, properly before any meeting of the Directors at which a quorum is
present shall be decided by a vote of a majority of the Directors who are
present.
3.10 ACTION BY WRITTEN CONSENT
Any action which may be authorized or taken at a meeting of the Board of
Directors, may be authorized or taken without a meeting by a writing or writings
signed by all of the Directors, which writing or writings shall be filed with or
entered upon the records of the Corporation.
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3.11 RESIGNATION
Any Director may resign at any time by giving notice to the Board of
Directors or the President or Secretary, and such resignation shall be deemed to
take effect upon its receipt by the person or persons to whom addressed, unless
some other time is specified therein.
3.12 VACANCY
In case of any vacancy in the Board of Directors, thorough death,
insanity, bankruptcy, resignation or disqualification, or through removal as
provided in the Ohio Revised Code, the remaining Directors, though less than a
majority of the whole authorized number of Directors, may, by the vote of a
majority of their number, elect a successor to hold office for the unexpired
portion of the term of the Director whose place shall be vacant, and until his
successor is elected.
3.13 VACANCY DEEMED TO EXIST
A vacancy within the meaning of Section 3.12 shall also be deemed to
exist if, at any time, the shareholders increase the authorized number of
Directors or do not, at the same meeting or at any adjournment thereof, elect
the necessary additional Director or Directors.
3.14 COMPENSATION
The board of Directors may, by the affirmative vote of a majority of
those in office and irrespective of any persons interested therein, establish
reasonable compensation for service as a Director which may include
profit-sharing, pension, disability and death benefits and may provide for the
reimbursement of expenses incurred by a Director in the discharge of his duties.
3.15 ATTENDANCE AT MEETINGS OF PERSONS WHO ARE NOT DIRECTORS
Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors, any Director who desires the presence at such a meeting of not more
than one (1) person who is not a Director shall so notify all other Directors,
request the presence of such person at the meeting, and state the reason in
writing. Such person will not be permitted to attend a Director's meeting unless
a majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order of business for any such
meeting by the vote of the majority of the Directors in attendance.
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CHAPTER IV
COMMITTEES
4.01 DESIGNATION OF EXECUTIVE COMMITTEE
The Board of Directors may designate three or more Directors to
constitute the Executive Committee. No member of the Executive Committee shall
continue to be a member thereof after he ceases to be a Director of the
Corporation. The Board of Directors shall have the power at any time to increase
or decrease the number of members of the Executive Committee (but in no event no
less than three), to fill vacancies thereon, to remove any member thereof, and
to change the functions or terminate the existence thereof.
4.02 POWERS OF THE EXECUTIVE COMMITTEE
During the intervals between meetings of the Board of Directors, and
subject to such limitations as may be required by law or by resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, it shall not have the power to fill vacancies occurring in
the Board of Directors or in any committee. The Executive Committee may also
from time to time formulate and recommend to the Board of Directors for approval
general policies regarding the management of the business and affairs of the
Corporation.
4.03 PROCEDURE; MEETINGS; QUORUM
Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Directors pursuant to this chapter
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Action may be taken by any committee, without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors and the rules
prescribed by this Code of Regulations and shall keep a written record of all
action taken by it.
CHAPTER V
OFFICERS
5.01 OFFICERS
This Corporation may have a Chairman of the Board, a Chairman of the
Executive Committee and shall have a President (all of whom shall be Directors),
a Secretary, and a Treasurer. The Corporation may also have one or more Vice
Presidents
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and Vice Chairmen and such other officers and assistant officers as the
Directors may deem necessary. By designating a person to serve as an officer of
the Corporation, the Directors shall be deemed to have considered such office
necessary and to have established such office in accordance with this Section.
5.02 ELECTION, TERM AND QUALIFICATION
The officers shall be elected at the annual meeting of the Board of
Directors, or as soon thereafter as possible. Each such officer shall serve
until the next annual meeting of the Board of Directors and until his successor
is elected, or until his death, resignation or removal.
5.03 RESIGNATION
An officer may resign at any time by giving notice to the board of
Directors, the President or the Secretary. Such notice shall be effective when
received by the person or persons to whom directed, unless some other time is
specified therein.
5.04 REMOVAL
Any officer may be removed, with or without cause by the Board of
Directors without prejudice to the contract rights of such officer. The election
of an officer for a given term and the provisions of this Code of Regulations
with respect to term of office shall not be deemed to create contract rights.
5.05 VACANCY
The board of Directors may fill any vacancy in any office occurring by
whatever reason.
5.06 AUTHORITY AND DUTIES OF OFFICERS
The President shall be the chief executive officer of the Corporation.
Subject to the foregoing, the officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, subject always to the directions of the Board of Directors,
or as may be specified from time to time by the Board of Directors regardless of
such authority and duties are customarily incident to such office. Unless
otherwise provided by the Board of Directors, if the Corporation has a Vice
Chairman of the Board his sole duty shall be to preside at meetings in the
absence of the Chairman of the Board.
5.07 COMPENSATION
The Board of Directors may, irrespective of any personal interest of any
of them, establish reasonable compensation of officers, which may include
profit-sharing, pension,
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disability and death benefits, for services and may provide for reimbursement
for expenses incurred by any officer of the Corporation in the discharge of his
duties.
CHAPTER VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
6.01 COSTS INCURRED
(i) Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the general
corporation law of Ohio, the Corporation may indemnify or agree
to indemnify a director, officer, or employee, or a former
director, officer, or employee, or any person who is serving or
has served at its request as a director, officer or employee of
another corporation against expenses actually and necessarily
incurred by him in connection with the defense of any pending or
threatened action, suit or proceeding, criminal or civil, to
which he is or may be made a party by reason of being or having
such director, officer, or employee provided (a) he is
adjudicated or determined not to have been negligent or guilty of
misconduct in the performance of his duty to the corporation of
which he is a director, officer or employee; (b) he is determined
to have acted in "good faith" in what he reasonably believed to
be the best interest of such corporation; and (c) is any matter
the subject of a criminal action, suit or proceeding, he is
determined to have had no reasonable cause to believe that his
conduct was unlawful. The determination as to (b) and (c) and, in
the absence of an adjudication as to (a) shall be made by the
directors of the indemnifying corporation acting at a meeting at
which a quorum consisting of directors who are not parties to or
threatened with any such action, suit or proceeding is present.
Any director who is a party to or threatened with any such
action, suit or proceeding shall not be qualified to vote and, if
for this reason a quorum of directors cannot be obtained to vote
on such indemnification, no indemnification shall be made except
in accordance with Section (2) (i) or paragraph 6.02.
(ii) A corporation, pursuant to its articles, its regulations, or any
agreement authorized or a resolution adopted by the shareholders
at a meeting held for such purpose by the affirmative vote of the
holders of shares entitling them to exercise a majority of the
voting power of the corporation on such proposal or authorized or
adopted without a meeting by the written consent of the holders
of shares entitling them to exercise two-thirds of the voting
power on such proposal, may indemnify or agree to indemnify such
director, officer, or employee against expenses, judgments,
decrees, fines, penalties, or amounts paid in settlement in
connection with the defense of any pending or threatened action,
suit or proceeding, criminal or civil, to which he is or may be
made party by reason of being or having been such director,
officer, or employee, provided a determination is made by the
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directors in the manner set forth in Section (i) of this section
or is made by or in accordance with a method established by the
articles, the regulations, such agreement, or such resolution (a)
that such director, officer, or employee was not, and has not
been adjudicated to have been, negligent or guilty of misconduct
in the performance of his duty to the corporation of which he is
a director, officer, or employee, (b) that he acted in good faith
in what he reasonably believed to be the best interest of such
corporation, and (c) that in any matter the subject of a criminal
action, suit or proceeding, he had no reasonable cause to believe
that his conduct was unlawful.
6.02 N0N-EXCLUSIVE
The foregoing right of indemnification shall not be deemed exclusive and
shall be in addition to any rights to which any Director, officer, or employee,
or former Director, officer, or employee may otherwise be entitled as a matter
of law or e1uity and is not in restriction or Limitation of any other privilege
or power which the Corporation may have with respect to the indemnification or
reimbursement of Directors, officers, or employees under the Articles of
Incorporation, the Code of Regulations, any agreement, any insurance purchased
by the Corporation, vote of the shareholders or otherwise.
6.03 SUCCESSORS
All rights of indemnification shall insure to the benefit of the heirs,
executors or administrators of each such Director, officer, or employee, or any
other person who is serving or has served at its request as a Director, officer,
or employee of another corporation.
CHAPTER VII
AGENDA
7.01 AGENDA FOR MEETING OF SHAREHOLDERS
a) Call meeting to order.
b) Selection of Chairman and/or Secretary.
c) Proof of notice of meeting.
d) Roll call including filing of proxies with Secretary.
e) Upon demand, appointment of inspectors of election.
f) Reading and disposition of previously unapproved minutes.
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g) Reports of officers and Committees.
h) If an annual meeting, or special meeting called for that purpose,
election of Directors.
i) Unfinished business.
j) New business.
k) Adjournment.
7.02 AGENDA FOR MEETING OF DIRECTORS
a) Call to order.
b) Proof of notice of meeting.
c) Roll Call.
d) Reading and disposition of previously unapproved minutes.
e) Consideration in sequence of all matters set forth in the call for
written notice of meeting.
f) Reports of officers and committees.
g) Unfinished business.
h) New business.
i) Adjournment.
CHAPTER VII
EMERGENCY REGULATIONS
8.01 SPECIAL RULES IN THE EVENT OF EMERGENCY
The following special rules shall be applicable when the Governor of Ohio
or any other person lawfully exercising the power and discharging the duties of
the office of the Governor of Ohio, proclaims that an attack on the United
States or any nuclear, atomic, or other disaster has caused an emergency. Said
rules are as follows:
1) Meetings of the Directors may be called by an officer or Director.
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2) Notice of the time and place of each meeting of the Directors shall be
given to such of the Directors as it may be feasible to reach at the time
and by such means of communication, written or oral, personal or mass, as
may be practicable at the time.
3) The Director of Directors present at any meeting of the Directors which
has been duly called and notice of which has been duly given shall
constitute a quorum of such meeting, and, in the absence of one or more
of the Directors, the Director or Directors present may appoint one or
more of the officers of the Corporation Directors for such meeting.
4) In the event that none of the Directors attend a meeting of the Directors
which has been duly called the notice of which has been duly given, the
officers of the corporation who are present, not exceeding three, in
order of rank, shall be Directors for such meeting, shall constitute a
quorum for such meeting, and may appoint one or more of the other
officers of the corporation Directors for such meeting.
5) If the chief executive officer dies, is missing, or for any other reason
is temporarily or permanently incapable of discharging the duties of
his office, the next ranking officer who is available shall assume the
duties and authority of the officer of such deceased, missing, or
incapacitated chief executive officer until such time as the Directors
shall otherwise order.
6) The offices of Secretary and Treasurer shall be deemed to be of equal
rank and, within the same office and as between the offices of Secretary
and Treasurer, rank shall be determined by priority in time of the first
election to the office or, if two or more persons shall have been first
elected to the office at the same time, by seniority in age.
CHAPTER IX
MISCELLANEOUS
9.01 SEAL
If the Board of Directors shall so order, the Corporation shall have a
Seal, which shall be circular inform and mounted upon a metal die. About the
upper periphery shall appear the name of the Corporation and about the lower
periphery the word "Ohio". In the center of the Seal shall appear the words
"Corporate Seal". The failure to affix the Seal though ordered by the Board of
Directors shall in no event affect the validity of any instrument.
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9.02 ENDORSEMENT OF STOCK CERTIFICATES
Unless otherwise ordered by the Board of Directors, any share or shares
of stock issued by any corporation and owned by the Corporation (including
reacquired shares of stock of the Corporation) may, for sale or transfer, be
endorsed in the name of the Corporation by the President or one of the vice
presidents and attested by the Secretary or an Assistant Secretary, either with
or without affixing thereto the corporate Seal.
9.03 VOTING UPON SHARES HELD BY THE CORPORATION
Unless otherwise ordered by the Board of Directors, the President in
person or by proxy or proxies appointed by him shall have full power and
authority on behalf of the Corporation to vote, act and consent with respect to
any shares issued by other corporations which the Corporation may own, which may
be held in the Corporation's name or as to which the Corporation may otherwise
have the right to vote, act or consent.
9.04 DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such depositories as the
Board of Directors may select.
9.05 CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as the Board of Directors may determine.
CHAPTER X
AMENDMENTS
10.01 AMENDMENT OF CODE OF REGULATIONS
The Code of Regulations may be amended or repealed and new amendments may
be adopted by the affirmative vote of the holders of shares entitling them to
exercise of majority of the voting power of the Corporation, or by action by
written consent of a like number of shareholders.
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CHAPTER XI
CONSISTENCY
11.01 CONSISTENCY WITH ARTICLES OF INCORPORATION
If any provision of these regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time to
time), the Articles of Incorporation shall govern.
CHAPTER XII
HEADINGS
12.01 SECTION HEADINGS
The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or interpretation of this Code of Regulations.