Exhibit 3.49
BYLAWS
OF
TOTAL WASTE SYSTEMS, INC.
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office of the Corporation shall
be located within or without the state of incorporation and as
may be determined by the Board of Directors.
SECTION 2. Registered Office. The registered office of the Corporation
required by law to be maintained in the state of incorporation may
be, but need not be, identical with the principal office of the
Corporation. The address of the registered office may be changed
from time to time by the Board of Directors.
SECTION 3. Other Offices. The Corporation may have offices at such other
places, either within or without the state of incorporation as the
Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on a date designated by the Board of Directors, which shall be
within six (6) months next following the end of a twelve-month
fiscal year of the Corporation, 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.
SECTION 2. Substitute Annual Meeting. If the annual meeting shall not be
held on the day designated for the annual meeting of shareholders,
or at any adjournment thereof, the directors shall cause the meeting
to be held as soon thereafter as convenient. If there be a failure
to hold the annual meeting of shareholders for a period of thirty
(30) days after the date designated therefor, or if no date has been
designated for a period of thirteen (13) months after the
organization of the Corporation or after its last annual meeting,
the district court may summarily order a meeting to be held upon the
application of any shareholder or director. The shares of stock
represented at such meeting either by person or by proxy, and
entitled to vote thereat, shall constitute a quorum for the purpose
of such meeting.
SECTION 3. Special Meetings. Special meetings of the shareholders may be
called by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board of
Directors or, at the written request of the
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holders owning a majority of all shares entitled to vote at the
meeting. Such request shall state the purpose or purposes of the
proposed meeting.
SECTION 4. Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, as the
place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place,
either within or without the state of incorporation as the place for
the holding of 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.
SECTION 5. Notice of Meetings. Written or printed notice stating the time
and place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, either personally or by mail, 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 vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail addressed to
the shareholder of the Corporation at his address as it appears on
the records of the Corporation, with postage thereon prepaid. In
addition to the foregoing, notice of a substitute annual meeting
shall state that the annual meeting was not held on the day
designated by these Bylaws and that such substitute annual meeting
is being held in lieu of and is designated as such annual meeting.
When a meeting is adjourned for thirty (30) 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 (30) days
in any one adjournment, no notice need be given of the time and
place of the adjourned meeting or of the business to be transacted
thereat other than by announcement at the meeting at which the
adjournment is taken.
SECTION 6. Closing of Transfer Books or Fixing of 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
shareholders entitled to receive payment of any 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, sixty (60) 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 at
least ten (10) days immediately preceding 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
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date in any case to be not more than sixty (60) days prior to 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, 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 7. Voting Lists. The Secretary shall make, at least ten (l0) days
prior to the convening of any shareholders' meeting, a list of all
persons entitled to represent shares at such meeting, arranging the
names alphabetically, with the number of shares entitled to be voted
by each set opposite their respective names. Such list shall be open
to the examination of any shareholder during ordinary business hours
for a period of at least ten (10) days prior to the meeting, either
at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any
shareholder who is present.
SECTION 8. 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.
The shareholders at a meeting at which a quorum is present may
continue to do 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;
and, 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 9. 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. The appointment of a proxy
shall be filed in writing with the Secretary at, or before, the
meeting.
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A proxy is not valid after the expiration of five years from the
date of its execution, unless the person executing it specifies
thereon the length of time for which it is to continue in force, or
limits its use to a particular meeting. The termination of a proxy's
authority by act of the shareholder shall, subject to the time
limitation set forth herein, be ineffective until written notice of
the termination has been given to the Secretary. A proxy's authority
shall not be revoked by the death or incapacity of the maker unless,
before the vote is cast or the authority is exercised, written
notice of such death or incapacity is given to the Corporation.
SECTION 10. Voting of Shares. Each outstanding share entitled to vote shall
be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
At each election for directors, every shareholder entitled to vote
at such election shall have the right to vote, in person or by
proxy, the number of shares standing of record in his name for each
person nominated as a director to be elected and for whose election
he has a right to vote.
Trees shares, or other shares not at the time outstanding, shall
not, directly or indirectly, be voted at any shareholders' meeting
or counted in calculating the actual voting power of shareholders at
any given time, but shares of Corporation stock held by the
Corporation in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares and
the actual voting power of the shareholders at any given time.
SECTION 11. Votes Required. The vote of a majority of the shares voted at a
meeting of shareholders, duly held at which a quorum is present,
shall be sufficient to take or authorize action upon any matter
which may properly come before the meeting except as otherwise
provided by law or by these Bylaws.
SECTION 12. 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 the holders of a majority of the shares who would be
entitled to vote at a meeting for such purpose, and filed with the
Secretary 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, Tenure and Qualifications. The number of directors
constituting the Board of Directors shall be at least one and such
number as the directors may from time to time determine by
resolution or election.
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The directors shall be elected at the annual or adjourned annual
meting of the shareholders (except as herein otherwise provided for
the filling of vacancies) and 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 incorporation nor
shareholders of the Corporation.
SECTION 3. Vacancies. Any vacancy occurring in the Board of Directors
including any vacancy created by an increase in the authorized
number of directors elected by all of the shareholders having the
right to vote as a single class 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.
Any director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. At a special meeting of
shareholders, the shareholders may elect a director to fill any
vacancy not filled by the directors.
SECTION 4. Removal. The entire Board of Directors, or any individual
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 annual or special meeting of
shareholders. 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.
SECTION 5. Chairman of Board. There may be a Chairman of the Board of
Directors elected by the directors from their number at the annual
meeting of the Board of Directors. 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 6. Indemnification.
(a) The Corporation shall have power to 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 he 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), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he 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 conduct was unlawful. The termination of any
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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 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 reasonable
cause to believe that his conduct was unlawful.
(b) The Corporation shall have the power to 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 he 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 him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Corporation and except 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 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 which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection
(a) or (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under the provisions of subsection (a)
or (b) of this section (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 has met
the applicable standard of conduct set forth in subsection (a) or
(b) of this section. Such determination shall be made: (1) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceedings;
(2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (3) by the shareholders.
(e) Expenses incurred by an officer or director 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 upon receipt of an
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undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by the
provisions of this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by or granted pursuant to the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses my be entitled
under any Bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) The Corporation shall have 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 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 him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation, including any constituent
of a constituent, absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation, as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services, by such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interest
of the corporation" as referred to in this section.
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(j) The indemnification and advancement of expenses provided
by or granted pursuant to this section, unless otherwise provided
when authorized or ratified, 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. Compensation. The Board of Directors may compensate directors
for their services as such and may provide for the payment of all
expenses incurred by directors in attending meetings of the Board.
ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately
after, and at the same place, as the annual meeting of shareholders.
The Board of Directors may provide, by resolution, the time and
place, either within or without the state of incorporation, for the
holding of additional regular meetings without other notice than
such resolution.
SECTION 2. Special Meetings. Special meetings of the Board of Directors may
be called by the President or any directors. The person or persons
authorized to call special meetings of the Board of Directors may
fix any place, either within or without the state of incorporation,
as the place for holding any special meeting of the Board of
Directors called by them.
SECTION 3. Notice. Notice of special meetings of the Board of Directors
shall be given to each director not less than three (3) days before
the date of the meeting by any usual means of communication.
Neither the business transacted at, nor the purposes of, any regular
or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.
SECTION 4. Waiver by Attendance. Attendance of a director at a meeting of
the Board of Directors 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.
SECTION 6. Manner of Acting. Except as otherwise provided in 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.
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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 or abstention is recorded
or his dissent is otherwise entered in the minutes of the meeting or
unless he shall file his written dissent of 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 immediately after the adjournment of the meeting. An
abstention stall be deemed a negative vote. Such right to dissent
shall not apply to a director who voted in favor of such action.
SECTION 8. Informal Action by Directors. Any action which might be taken at
a meeting of the Board of Directors may be taken without a meeting
if a record or memorandum thereof be made in writing and signed by
all of the members of the Board. Such writing or memorandum shall be
filed with the Secretary as part of the corporate records.
ARTICLE V
COMMITTEES
SECTION 1. Creation. The Board of Directors, by resolution adopted by a
majority of directors, may designate one or more committees, each
committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified
member. Any such committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation., and may authorize the
seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority
in reference to amending the certificate of incorporation (except
that a committee, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by
the Board of Directors may fix the designations and any of the
preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the Corporation or
fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all
of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the Bylaws of the Corporation; and,
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unless by resolution of the Board of Directors, no such committee
shall have the power or authority to declare a dividend, authorize
the issuance of stock, or to adopt a certificate of ownership and
merger.
SECTION 2. Removal. Any member of a committee may be removed at any time
with or without cause by a majority of the number of directors
fixed by these Bylaws.
SECTION 3. Minutes. Each committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
SECTION 4. Responsibility of Directors. The designation of a 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.
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 Treasurer, and other
officers as the Board of Directors may from time to time elect. The
same person may at the same time hold any of the above named
offices.
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 by the Board of Directors.
SECTION 4. Removal of Officers and Agents. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of
Directors 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.
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.
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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, 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. A Vice President may sign certificates for shares of the
Corporation. Vice Presidents shall perform such other duties as from
time to time may be assigned to them by the President or Board of
Directors.
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of shareholders, of the Board of Directors and of all
Executive Committees in one or mare 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; (e) 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, 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; and (g) in general, perform
all duties as from time to time may be assigned to hint by the
President or by the Board of Directors.
The Secretary shall keep, or cause to be kept in the state of
incorporation at the Corporation's registered office and principal
place of business, a record of the Corporation's shareholders,
giving the names and addresses of all shareholders and the number
and class of the shares held by each.
SECTION 9. Assistant Secretaries. In the absence of the Secretary or in the
event of the Secretary's 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
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acting shall have all the powers of 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, by the
President, or by the Board of Directors.
Any Assistant Secretary may sign, with the President, 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 moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys
in the name of the Corporation in such depositories as shall be
selected in accordance with the provisions of Article VII, Section 4
of these Bylaws; and (b) in general, perform all of the duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
The Treasurer shall 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 incorporation within
four months after the end of such fiscal year and thereat kept
available for a period of at least ten years. Such statement shall
include, when applicable, a statement of the then current conversion
rate of any outstanding securities and a statement of the number of
shares covered by any outstanding options and the price at which the
options are exercisable.
SECTION 11. Assistant Treasurer. In the absence of the Treasurer or in the
event of the Treasurer's death, inability or refusal to act, the
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. He/she shall perform such other
duties as may be assigned to him/her by the Treasurer, by the
President, or by 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 instances.
SECTION 2. Loans. No loan 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.
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 Chairman or Vice Chairman
of the Board of Directors, the President or Vice President and by
the Secretary or an Assistant Secretary. 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 the 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 on the stock transfer books of the Corporation only if:
(a) the share certificate is endorsed by the appropriate
person or persons; and
(b) reasonable assurance is given that those endorsements
are genuine and effective; and
(c) the Corporation has no duty to inquire into adverse
claims in connection with the shares or has discharged any such
duty; and
(d) any applicable law relating to the collection of taxes
has been complied with; and
(e) the transfer is in fact rightful or to a bona fide
purchaser.
SECTION 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of say certificate
or certificates theretofore issued by the Corporation alleged to
have been lost or stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition
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precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or such owner's
legal representative, to advertise the same in such manner as the
Corporation shall require and/or to give the Corporation a bond in
such sum as the Corporation may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
SECTION 4. Holder of Record. Prior to due presentment for transfer of the
shares, the Corporation may treat the registered owner as the person
exclusively entitled to vote, to receive notifications and otherwise
to exercise all the rights and powers of an owner.
SECTION 5. Treasury Shares. Treasury shares of the Corporation shall
consist of such shares as have been issued and thereafter
acquired but not canceled 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.
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.
SECTION 4. Fiscal Year. Unless otherwise fixed by the Board of Directors,
the fiscal year of the Corporation shall be the calendar year
beginning on the first day of January of each year and ending on the
thirty-first day of December of each year.
SECTION 5. Amendments. These Bylaws may be altered or repealed at any
regular or special meeting of the shareholders or of the Board of
Directors.
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SECTION 6. Charter Provisions. In case of conflict between a provision in
these Bylaws and a provision in the charter of the Corporation, the
charter provision shall govern.
Signed this 3rd day of November, 1995.
/s/ Bret D. Scovill
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Bret D. Scovill, Secretary
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