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EXHIBIT 3.45
BY-LAWS
OF
ABLE VAN LINES, INC.
ARTICLE I - OFFICES
The principal office of the Corporation in the State of Indiana shall be
located in the City of Fort Wayne, County of Allen. The Corporation may have
such other offices, either within or without the State of incorporation as
the Board of Directors may designate or as the business of the Corporation
may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 16th day of
February in each year, beginning with the year 2000 at the hour 9:00
o'clock a.m., 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.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the
holders of not less than 50 percent of all the outstanding shares of the
Corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A
waiver of notice signed by all stockholders entitled to vote at a meeting
may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the Corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special
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meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than thirty (30) days before
the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer of persons
calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such Notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the Corporation,
with postage thereon pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to
make a determination of stockholders for any other proper purpose, the
directors of the Corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case,
thirty (30) days. If the stock transfer books shall be closed for the
purpose or determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10)
days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors 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 thirty (30) days and, in case of a meeting of
stockholders, not less than thirty (30) days prior to the date on which
the particular action requiring such determination of stockholders is to
be taken. If the stock transfer books are not closed and 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 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 directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided
in this section, such determination shall apply to any adjournment
thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the Corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list,
for a period of ten (10) days prior to such meeting, shall be kept on
file at the principal office of the Corporation and shall be subject to
inspection by any stockholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting. The original stock transfer book
shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer books or to vote at the meeting of
stockholders.
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7. QUORUM.
At any meeting of stockholders 50 percent of the outstanding shares of
the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said
number of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time
without further notice. 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. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the secretary of the Corporation before or
at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these Bylaws shall be
entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any questions before the
meeting shall be by ballot. All elections for directors shall be decided
by plurality vote; all other questions shall be decided by majority vote
except as otherwise provided by the Certificate of Incorporation or the
laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be
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taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the Corporation shall be managed by its Board
of Directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings
and the management of the Corporation, as they may deem proper, not
inconsistent with these bylaws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the Corporation shall be three (3). Each
director shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual
meeting of stockholders. The directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any two directors. The person or persons authorized to
call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least ten (10) days
previously thereto by written notice delivered personally, or by telegram
or mailed to each director at his business address. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. The attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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6. QUORUM.
At any meeting of the directors two (2) shall constitute a quorum for the
transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority
of the directors then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of directors without cause
shall be filled by vote of the stockholders. A director elected to fill a
vacancy caused by resignation, death or removal shall be elected to hold
office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without
cause only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be
authorized. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the Corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be
presume to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or
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shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the
board.
14. INFORMAL ACTION BY DIRECTORS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the directors, or any other action which may be taken at a
meeting of the directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
directors entitled to vote with respect to the subject matter thereof.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the Corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the
directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the Corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interests 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.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.
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5. PRESIDENT.
The president shall be the principal executive officer of the Corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the Corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors.
He may sign, with the secretary or any other proper officer of the
Corporation thereunto authorized by the directors, certificates for shares
of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the directors have authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated
by the directors or by these bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the directors from time to
time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject
to all restrictions upon the president. The vice-president shall perform
such other duties as from time to time may be assigned to him by the
President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of
these bylaws or as required, be custodian of the corporate records and of
the seal of the Corporation and keep a register of the post office
address of each stockholder which shall be furnished to the secretary by
such stockholder, have general charge of the stock transfer books of the
Corporation and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to
him by the President or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody
of and be responsible for all funds and securities of the Corporation;
receive and give receipts for monies due and payable to the Corporation from
any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these bylaws and in general perform all of the
duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the President or by the directors.
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Able Van Lines, Inc.
Consent of Directors in Lieu of Meeting
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Pursuant to the provisions of the Indiana General Corporation Act
[I.C. 23-1-34-2(a)] and Section 14 of Article III of the by-laws of the
Corporation, each of the undersigned members of the Board of Directors of the
Corporation does hereby consent that the following action be taken and the
following resolution be adopted without a meeting of the Board of Directors,
such action and resolution to take effect upon the filing of this Consent,
signed by all of the directors, with the minutes of proceedings of the Board of
Directors of the Corporation; provided, however, that the date of filing shall
be noted on the Consent:
RESOLVED: That the Board of Directors of the Corporation recommends that the
name of the Corporation be, and subject to approval of the shareholders of
the Corporation, and approval by the Secretary of the State of Indiana,
hereby is, changed to Global Van Lines, Inc.
Dated and filed this 22nd day of March, 2000.
/s/ Michael P. Fergus
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Michael P. Fergus
/s/ Jeffrey Kaczka
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Jeffrey Kaczka
/s/ Ralph A. Ford
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Ralph A. Ford
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Able Van Lines, Inc.
Consent of Shareholders in Lieu of Meeting
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Pursuant to the provisions of the Indiana General Corporation Act
[I.C. 23-1-29-4(a)] and Section 11 of Article II of the by-laws of the
Corporation, North American Van Lines, Inc., a Delaware Corporation, being the
holder of all of the issued and outstanding stock of the Corporation, hereby
consents that this action be taken as the written consent of shareholders:
RESOLVED: That the recommendation of the Corporation's Board of Directors
proposed by resolution set forth in Consent of Directors in Lieu of Meeting
on March 22, 2000, recommending the name change of said Corporation to
Global Van Lines, Inc., is hereby approved, ratified and affirmed.
Dated this 22nd day of March, 2000.
NORTH AMERICAN VAN LINES, INC.
By: /s/ Jeffrey P. Gannon
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Jeffrey P. Gannon
President
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9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.
10. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
a. Each director and officer, elected or appointed, shall be entitled, without
the necessity of further act or deed on the part of himself or the
Corporation to be indemnified by the Corporation from and against any and
all claims, liabilities, fines or penalties, whether or not reduced to
judgement, imposed upon or asserted against him by reason of his being or
having been a director or officer of the Corporation or otherwise, and also
from and against all cost and expenses (including, without any limitation of
the foregoing, fees and disbursements of counsel) reasonably incurred by him
as a result thereof, whether in settlement of the same or in connection with
any action, suit or proceeding to which he is now or may hereafter become or
be made a party for a like reason; PROVIDED, HOWEVER, that such
indemnification shall not extend to any instance in which:
(1) any liability, fine or penalty is imposed upon him by final
judgement of a court of competent jurisdiction or the claims
against him are dismissed or barred upon the ground of any statute
of limitations or of any other technical defense not going to the
merits of the claims involved, unless the court shall find that the
liability, fine or penalty so imposed or the claims so dismissed or
barred resulted from action taken or omitted to be taken by him in
good faith and without negligence or misconduct in the performance
of his duty or, in the absence of such a finding, unless counsel
selected or approved by the Board of Directors shall have advised
the Corporation that in the opinion of such counsel such liability,
fine or penalty or such claims resulted from action taken or
omitted to be taken by him in good faith and without negligence
or misconduct in the performance of his duty; or,
(2) any amount is paid or is to be paid by him to the Corporation in or
in connection with the settlement of any action, suit, proceeding or
claim, with or without the entry of any judgement therein or in
respect thereof by a court of competent jurisdiction; or
(3) any amount is paid or is to be paid by him to any party other than
the Corporation in or in connection with the settlement of any
action, suit, proceeding or claim, with or without the entry of any
judgement therein or in respect thereof by a court of competent
jurisdiction, unless such court shall find that such director or
officer acted in good faith and without negligence or misconduct in
the performance of his duty, or unless, in the absence of such
finding, the Corporation shall be advised by counsel selected or
approved by the Board that in the opinion of such counsel such
action, suit, proceeding or claim is without substantial merit or
that such director or officer acted in good faith and without
negligence or misconduct in the performance of his duty with respect
to the matters involved therein, but in no event shall the amount of
the indemnity under this
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subdivision (3) exceed the expense which might, in the judgement of
the Board, reasonably be incurred by such director or officer in
conducting his defense to a final conclusion;
nor shall such indemnification extend to any costs or expenses in connection
with any case referred to in clause (1), (2) and (3) above.
b. The Corporation's obligation aforesaid (i) shall exist whether or not a
director or officer is or has continued to be a director or officer of the
Corporation at or up to the time any costs or expenses are incurred or any
claims or liabilities arise or any settlement is effected, (ii) shall inure
to the benefit of the heirs, executors or administrators of such director or
officer, (iii) shall not be exclusive of any other rights to which he or
they may be entitled as a matter of law, and (iv) may, but need not, be
evidenced by a writing to be delivered to him in connection with his
election or appointment as such director and/or officer and in consideration
of his acceptance of the same. Notwithstanding any repeal of this Section or
other amendment of these bylaws affecting or purporting to affect this
Section or the indemnification herein provided, such obligation shall be
binding upon the Corporation (subject only to the exceptions hereinbefore
set forth) as to all matters which occur during or are allocable to the
period prior to any such repeal or amendment and shall cover all claims,
liabilities, costs and expenses at any time connected therewith, and also
any settlement thereof, as hereinabove stated.
c. In determining whether and to what extent, if any, a director or officer of
the Corporation is entitled to indemnification hereunder or under any
writing aforesaid and in making any payments pursuant to such
determination, the Board of Directors and/or each director and officer,
whether or not interested in any such determination or payment, may rely
upon, and shall be protected by, an opinion of counsel selected or approved
by the Board, which counsel may, but need not, be counsel advising as
above mentioned. In the selection of counsel for any one or more of the
purposes hereinabove set forth, the determination of the board shall be
final and binding, notwithstanding that one or more, or all, of the
directors taking part in such selection are or were interested in any
payment or indemnification to which claim is made hereunder.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or
confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness
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shall be issued in its name unless authorized by a resolution of the
directors. Such authority may be general or confined to specific instances.
3. 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 shall from time to time be determined by resolution of the
directors.
4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or other depositories as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the directors. Such certificates shall be signed by
the President and by the Secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders,
the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
a. Upon surrender to the Corporation or the transfer agent of 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 certificate to the person entitled thereto,
and cancel the old certificate; every such transfer shall be entered on the
transfer book of the Corporation which shall be kept at its principal
office.
b. The Corporation shall be entitled to treat the holder of record of any share
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 on the
part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of this state.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall begin on the first Sunday following
the last Saturday in December of each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a Corporate seal which shall be circular in form
and shall have inscribed thereon the name of the Corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given
to any stockholder or director of the Corporation under the provisions of
these bylaws or under the provisions of the articles of incorporation, 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.
ARTICLE XI - AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
These bylaws may also be altered, amended or repealed and new bylaws may be
adopted by a vote of the majority of the directors at either an annual
meeting, a special meeting, or by consent as provided in Article III,
Section 14 hereof.
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