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Exhibit 3.119
BYLAWS
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal off ice of the corporation
shall be located at One SeaGate, Toledo, Lucas County, Ohio 43666.
Section 2. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
Section 3. OTHER OFFICES. The corporation may have offices at such
other places, either within or without the State of North Carolina, as the Board
of Directors may designate or as the affairs of the corporation may require from
time to time.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE: OF MEETINGS. All meetings of shareholders shall be
held at the principal office of the corporation or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote thereat.
Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held annually for the purpose of electing directors of the corporation and for
the transaction of such other business as may be properly brought 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.
Section 3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not
be held as designated by these bylaws, a substitute annual meeting may be called
in accordance with the provisions of Section 4 of this Article II. A meeting so
called shall be designated and treated for all purposes as the annual meeting.
Section 4. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the President, Secretary or Board of Directors of the
corporation or by any shareholder, pursuant to the written request of the
holders of not less than three-fourths (3/4) of all of the shares entitled to
vote at the meeting.
Section 5. NOTICE OF MEETINGS. Written or printed notice stating the
time and place of the meeting shall be delivered not less than ten nor more than
fifty days
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before the date of any shareholders' meeting, either personally or by mail, by
or at the direction of the President, the Secretary or other person calling the
meeting, to each shareholder of record entitled to vote at such meeting;
provided that such notice must be given not less than twenty days before the
date of any meeting at which a merger or consolidation is to be considered. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
record of shareholders of the corporation, with postage thereon prepaid.
In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting is called, but
in the case of an annual or substitute meeting, the notice of meeting need not
specifically state the business to be transacted thereat unless such a statement
is required by the provisions of the North Carolina Business Corporation Act.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.
Section 6. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders, except that at a substitute
annual meeting of shareholders, the number of shares there represented, either
in person or by proxy, though less than a majority, shall constitute a quorum
for the purpose of such meeting.
The shareholders present at a duly-organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by a vote of the
majority of the shares voting on the motion to adjourn; at any adjourned meeting
at which a quorum is present, any business may be transacted which might have
been transacted at the original meeting.
Section 7. PROXIES. Shares may be voted either in person or by one or
more agents authorized by a written proxy executed by the shareholder or by his
duly-authorized attorney-in-fact. A proxy is not valid after the expiration of
eleven months from the date of its execution unless the person executing it
specified herein the length of time for which it is to continue in force or
limits its use to a particular meeting, but no proxy shall be valid after ten
years from the date of its execution.
Section 8. VOTING OF SHARES. Subject to the provisions of Section 4 of
Article III, each outstanding share entitled to vote shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
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Except in the election of directors as governed by the provisions of
Section 3 of Article III, the vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present shall be the
act of the shareholders on that matter, unless the vote of a greater number is
required by law or by the charter or bylaws of this corporation.
Shares of its own stock owned by the corporation, directly or
indirectly, through a subsidiary corporation or otherwise, or held directly or
indirectly in a fiduciary capacity by it or by a subsidiary corporation, shall
not be voted at any meeting and shall not be counted in determining the total
number of outstanding shares at a given time.
Section 9. INFORMAL ACTION BY SHAREHOLDERS. Any action which may be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the persons who would be entitled to vote upon such action at a meeting and
filed with the Secretary of the corporation to be kept as part of the corporate
records.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. NUMBER, TERM AND QUALIFICATIONS. The number of directors
constituting the initial Board of Directors shall be two. Each director shall
hold office until his death, resignation, retirement, removal, disqualification
or his successor shall have been elected and qualified. Directors need not be
residents of the State of North Carolina or shareholders of the corporation.
Section 3. ELECTION OF DIRECTORS. Except as provided in Section 6 of
this Article III, the directors shall be elected at the annual meeting of
shareholders, and those persons who receive the highest number of votes shall be
deemed to have been elected. If any shareholder so demands, the election of
directors shall be by ballot.
Section 4. CUMULATIVE VOTING. Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
of record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates. This right of cumulative voting
shall not be exercised unless sane shareholder or proxy holder announces in open
meeting before the voting for the directors starts his intention so to vote
cumulatively, and if such announcement is made, the chair shall declare that all
shares entitled to vote have the right to vote cumulatively
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and shall, thereupon, grant a recess of not less than one nor more than four
hours, as he may determine, or of such other period of time as is unanimously
then agreed upon.
Section 5. REMOVAL. Any director may be removed at any time, with or
without cause, by a vote of the shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors. However, unless
the entire Board is removed, an individual director shall not be removed when
the number of shares voting against the proposal for removal would be sufficient
to elect a director if such shares could be voted cumulatively at an annual
election. If any directors are so removed, new directors may be elected at the
same meeting.
Section 6. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum, or by the sole remaining director. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the authorized number of directors shall be filled only by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
Section 7. CHAIRMAN OF THE BOARD. There may be a Chairman of the Board
of Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
Section 8. COMPENSATION. The Board of Directors may compensate
directors for their services as such and may provide for the payment of any or
all expenses incurred by directors in attending regular and special meetings of
the Board.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.
Section 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. Such
meeting may be held either within or without the State of North Carolina, as
filed by the person or persons calling the meeting.
Section 3. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice.
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The person or persons calling a special meeting of the Board of
Directors shall, at least two days before the meeting, give notice thereof by
any usual means of communication. Such notice need not specify the purpose for
which the meeting is called.
Section 4. WAIVER OF NOTICE. Any director may waive notice of any
meeting. The attendance by 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.
Section 5. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.
Section 6. MANNER OF ACTING. Except as otherwise provided by these
bylaws, 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.
Section 7. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his contrary vote is recorded or his dissent is otherwise 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 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.
Section 8. INFORMATION ACTION BY DIRECTORS. Action taken by a majority
of the directors without a meeting is nevertheless Board action if written
consent to the action in question is signed by all the directors and filed with
the minutes of the proceedings of the Board, whether done before or after the
action so taken.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. CREATION. The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by these bylaws, may designate two or
more directors to constitute an Executive Committee, which committee, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the corporation.
Section 2. VACANCY. Any vacancy occurring in an Executive Committee
shall
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be filled by a majority of the number of directors fixed by these bylaws at a
regular or special meeting of the Board of Directors.
Section 3. REMOVAL. Any member of an Executive Committee may be removed
at any time, with or without cause, by a majority of the number of the directors
fixed by these bylaws.
Section 4. MINUTES. The Executive Committee shall keep regular minutes
of its proceedings and report the same to the Board when required.
Section 5. RESPONSIBILITY OF DIRECTORS. The designation of an Executive
Committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility or
liability imposed upon it or him by law.
If action taken by an Executive Committee is not thereafter formally
considered by the Board, a director may dissent from such action by filing his
written objection with the Secretary with reasonable promptness after learning
of such action.
ARTICLE VI
OFFICERS
Section 1. OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers as the Board of
Directors may from time to time elect. Any two or more offices may be held by
the same person, but no officer may act in more than one capacity where action
of two or more officers is required.
Section 2. ELECTION AND TERM. The officers of the corporation shall be
elected by the Board of Directors, and each officer shall hold office until his
death, resignation, retirement, removal, disqualification or his successor shall
have been elected and qualified.
Section 3. COMPENSATION OF OFFICERS. The compensation of all officers
of the corporation shall be fixed by the Board of Directors, and no officer
shall serve the corporation in any other capacity and receive compensation
therefor unless such additional compensation be authorized or ratified by the
Board of Directors.
Section 4. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
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Section 5. BONDS. The Board of Directors may, by resolution, require
any officer, agent or employee of the corporation to give bond to the
corporation with sufficient sureties, conditioned on the faithful performance of
the duties of his respective office or position, and to comply with such other
conditions as may from time to time be required by the Board of Directors.
Section 6. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
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 shareholders. He shall sign, with the Secretary, an Assistant Secretary or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of 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 he shall perform 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.
Section 7. VICE PRESIDENTS. In the absence of the President, or in the
event of his death, inability or refusal to act, the Vice Presidents in the
order of their length of service as Vice Presidents, unless otherwise determined
by the Board of Directors, shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice President may sign, with the Secretary or an
Assistant Secretary, certificates for shares of the corporation, and shall
perform such other duties as from time to time may be assigned to him by the
President or the Board of Directors.
Section 8. SECRETARY. The Secretary shall (a) keep the minutes of the
meetings of the shareholders, of the Board of Directors and of all Executive
Committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign, with the President or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; (g) keep or cause to be kept in the State of North Carolina at
the corporation' S registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of each, and
prepare or cause to be prepared voting lists prior to each meeting of
shareholders as required by law; and (h) in general perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned by the President or the Board of Directors.
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Section 9. ASSISTANT SECRETARIES. In the absence of the Secretary, or
in the event of his death, inability or refusal to act, the Assistant
Secretaries, in the order of their length of service as Assistant Secretary,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Secretary, and when so acting shall have all the powers and be subject to
all the restrictions upon the Secretary. They shall perform such other duties as
may be assigned to them by the Secretary, the President or the Board of
Directors. Any Assistant Secretary may, with the President or a Vice President,
sign certificates for shares of the corporation.
Section 10. TREASURER. The Treasurer shall (a) 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
depositories as shall be selected in accordance with the provisions of Section 4
of Article VII of these bylaws; (b) prepare, or cause to be prepared, a true
statement of the corporation's assets and liabilities as of the close of each
fiscal year, all in reasonable detail, which statement shall be made and filed
at the corporation's registered office or principal place of business in the
State of North Carolina, within four months after the end of such fiscal year,
and thereat kept available for a period of at least ten years; and (c) 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 by the President, the Board of
Directors or these bylaws.
Section 11. ASSISTANT TREASURERS. In the absence of the Treasurer, or
in the event of his death, inability or refusal to act, the Assistant
Treasurers, in the order of their length of service as Assistant Treasurer,
unless otherwise determined by the Board of Directors, shall perform the duties
of the Treasurer, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Treasurer. They shall perform such other duties
as may be assigned by the Treasurer, the President or the Board of Directors.
ARTICLE VII
CONTRACTS, LOANS, CHECKS
AND DEPOSITS
Section 1. CONTRACTS. The Board of 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 business.
Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
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Section 3. CHECKS AND DRAFTS. All checks, drafts or other orders for
the payment of money 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 Board of
Directors.
Section 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 depositories as the Board of Directors may select.
ARTICLE VIII
CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. The corporation shall issue and deliver to each shareholder
certificates representing all fully paid shares owned by him. Certificates shall
be signed by the President or a Vice President and by the Secretary or Treasurer
or an Assistant Secretary or an Assistant Treasurer. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number
and class of shares and date of issue, shall be entered on the stock transfer
books of the corporation.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and on surrender
for cancellation of the certificate for such shares.
Section 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate of stock to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum as the Board
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate claimed to have been lost or
destroyed, except where the Board of Directors, by resolution, finds that in the
judgment of the directors the circumstances justify omission of a bond.
Section 4. CLOSING TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any
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dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock transfer books
shall be closed for a stated period, but not to exceed, in any case, fifty days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days imediately receding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such record date in any case to be not more than fifty days, and
in case of a meeting of shareholders not less than ten days, immediately
preceding the date on which the particular action requiring such determination
of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders or shareholders 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 Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.
Section 5. HOLDER OF RECORD. The corporation may treat as absolute
owner of shares the person in whose name the shares stand of record on its books
just as if that person had full competency, capacity and authority to exercise
all rights of ownership, irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any person
appearing upon its record or upon the share certificate except that any person
furnishing to the corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.
Section 6. TREASURY SHARES. Treasury shares of the corporation shall
consist of such shares as have been issued and thereafter acquired but not
cancelled by the corporation. Treasury shares shall not carry voting or dividend
rights.
ARTICLE IX
GENERAL PROVISIONS
Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in
cash, property or its own shares, pursuant to law and subject to the provisions
of its charter.
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Section 2. SEAL. The corporate seal of the Corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed "SEAL," and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.
Section 3. WAIVER OF NOTICE. whenever any notice is required to be
given to any shareholder or director by law, by the charter or by these bylaws,
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 equivalent to
the giving of such notice, or a waiver of notice may be indicated by the signing
of the minutes of any shareholders' meeting or the signing of the minutes of any
directors' meeting or by the signing of the Consent to Action without Meeting by
Shareholders of Directors.
Section 4. FISCAL YEAR. The fiscal year of the corporation shall
commence on January 1 and end on December 31 of each year.
Section 5. AMENDMENTS. Except as otherwise provided herein, these
bylaws may be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a bylaw (1)
requiring more than a majority of the voting shares for a quorum at a meeting of
shareholders or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; (2)
providing for the management of the corporation otherwise than by the Board of
Directors or its Executive Committee; (3) increasing or decreasing the number of
directors; or (4) classifying and staggering the election of directors.
No bylaw adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors.
Section 6. INDEMNIFICATION.
Any person who at any time serves or has served as a director, officer,
employee or agent of the corporation, or in such capacity at the request of the
corporation for any other corporation, partnership, joint venture, trust or
other enterprise, shall have a right to be indemnified by the corporation to the
fullest extent permitted by law against (a) reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with any
threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative, and whether or not brought by or on
behalf of the corporation, seeking to hold him liable by reason of the fact that
he is or was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine, penalty or settlement for
which he may have become liable in any such action, suit or proceeding.
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The Board of Directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and giving notice to, and obtaining approval by, the shareholders of the
corporation.
Any person who at any time after the adoption of this bylaw serves or
has served in any of the aforesaid capacities for or on behalf of the
corporation shall be deemed to be doing or to have done so in reliance upon, and
as consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this bylaw.
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