Exhibit 3.12
CHECKER MOTORS CORPORATION
BY-LAWS
OFFICERS
1. The principal office shall be at 117 Main Street, in the
Borough of Flemington, Hunterdon County, New Jersey. The Agent in Charge of
said office, upon whom process against the Corporation may be served, is Edwin
K. Large, Jr.
SEAL
2. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
Jersey."
STOCKHOLDERS' MEETING
3. All meetings of the stockholders shall be held at any place
within the United States, as may be specified by the Board of Directors.
4. The annual meeting of stockholder shall be held each year at
such date and time as may be specified by the Board of Directors.
5. The holders of a majority of the stock issued and outstanding,
present in person, or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by law, by the Certificate of
Incorporation or by these
By-Laws. If, however, such majority shall not be present or represented at any
meeting of the stockholders, the stockholders present in person, or by proxy,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount of stock shall be
present. At such adjourned meeting at which the requisite amount of voting
stock shall be represented any business may be transacted which might have been
transacted at the meeting as originally notified.
6. At each meeting of the stockholders every stockholder entitled
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder or by his duly authorized
attorney and delivered to the inspectors at the meeting, and he shall have one
vote for each share of stock registered in his name at the time of the closing
of the transfer books for said meeting, or on the record date fixed by the
directors pursuant to the provisions of section 41 hereof, as the case may be.
In case the transfer books have not been closed, and no date has been fixed as a
record date for the determination of the stockholders entitled to vote, no share
of stock shall be voted on at any election which has been transferred on the
books of the Corporation within twenty days preceding such election. The vote
for directors, and, upon demand of any stockholder authorized to vote, the vote
upon any question before the meeting, shall be by ballot. At all elections of
directors, each stockholder entitled to vote shall be entitled to as many votes
as shall equal the
number of his shares of stock multiplied by the number of directors or be
elected, and he may cast all of said votes for a single director or may
distribute them among the number to be voted for or any two or more of them as
he may see fit. All elections shall be had and all questions decided by a
plurality vote.
7. Written notice of the annual meeting shall be mailed to each
stockholder authorized to vote, at such address as appears on the stock book of
the Corporation, at least ten days prior to the meeting.
8. Each election shall be conducted by two inspectors, who may or
may not be a stockholders, appointed by the presiding officer of the meeting.
The inspectors shall be sworn to the faithful performance of their duties and
shall in writing certify to the returns. No person who is a candidate for the
office of director shall be an inspector.
9. The officer or agent having charge of the stock transfer books
for shares of the Corporation shall make and certify a complete list, which may
consist of cards arranged alphabetically, of the stockholders entitled to vote
at any stockholders' meeting or any adjournment thereof, which shall be arranged
alphabetically within each class, series, or group of stockholders maintained by
the Corporation for convenience of reference, with the address of, and the
number of shares held by, each stockholder, and be produced at the time and
place of the meeting, be subject to the inspection of any stockholder during the
whole time of the meeting and be prima facie evidence as to who are
the stockholders entitled to examine such list or to vote at the meeting.
10. Special meetings of the stockholders for any purpose or
purposes, other than those regulated by statute, may be called by the Chairman
of the Board, President or in his absence the Vice President, and shall be
called by the President or Secretary at the request in writing a majority of the
Board of Directors, or at the request in writing by stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting.
11. Business transacted at all special meetings shall be confined
to the objects stated in the call and matters germane thereto.
12. Written notice of a special meeting of stockholders stating
the time and place and object thereof, shall be mailed, postage prepaid, at
least ten days before such meeting, to each stockholder at such address as
appears on the books of the Corporation.
DIRECTORS
13. The property and business of this Corporation shall be managed
by its Board of Directors, which shall consist of four (4) members. The
directors, except as otherwise provided in the Amended Certificate of
Incorporation or the By-Laws of this Corporation, shall be elected by the
stockholders eligible to vote at the annual meeting of the stockholders of this
Corporation, to
serve for terms provided for in the Amended Certificate of Incorporation as
amended at the annual meeting of the stockholders held July 16, 1941, and until
their successors shall be elected and shall qualify. The Board of Directors is
authorized, by the vote of a majority of the entire number of directors, to fill
any vacancies created by any increase in the number of directors.
14. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation at such places as they may from
time to time determine.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board may exercise all such powers of the Corporation,
and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation, or by these By-Laws directed or required to be
exercised or done by the stockholders.
15. Without prejudice tot he general powers conferred by the last
preceding clause, and the other powers conferred by statute by the Certificate
of Incorporation and by these By-Laws, it is hereby expressly declared that the
Board of Directors shall have the following powers, that it to say:
1. From time to time make and change the rules and regulations,
not inconsistent with these By-Laws, for the management of the
Corporation's business and affairs;
2. To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is
authorized to acquire, at such
price or consideration and generally on such terms and
conditions as they think fit;
3. At their discretion to pay for any property or rights acquired
by the Corporation either wholly or partly in money, stocks,
bonds, debentures, or other securities of the Corporation;
4. To create, make, and issue mortgages, bonds, deeds of trust,
trust agreements and negotiable or transferable instruments
and securities, secured by mortgage or otherwise, and to do
every other act and thing necessary to effectuate the same;
5. To appoint and at their discretion remove or suspend such
subordinate officers, agents or servants, permanently or
temporarily, as they think fit, and to determine their duties,
and fix, and from time to time change their salaries or
emoluments, and to require security in such instances and in
such amounts as they think fit;
6. To confer by resolution upon any appointed officer of the
Corporation the power to choose, remove or suspend such
subordinate officers, agents or servants;
7. To appoint any person or corporation to accept and hold in
trust for the Corporation, or in which it is interested. or
for any other purpose, and to execute and do all such deeds
and things as may be requisite in relation to any such trust;
8. To determine who shall be authorized on the Corporation's
behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts and documents;
9. To delegate any of the powers of the Board in the course of
the current business of the Corporation to any standing or
special committee, or to any officer or agent, and to appoint
any person to be the agents of the Corporation with such
powers (including the power to subdelegate) and upon such
terms as they think fit.
MEETINGS OF THE BOARD
16. The newly elected board may meet at such place and time as
shall be fixed by the vote of the stockholders at the annual meeting, for the
purpose of organization and otherwise, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting; provided, a majority of the whole Board shall be present; or such place
and time may be fixed by the consent in writing of all the directors.
17. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.
18. At all meetings of the Board the presence of a majority of the
directors then in office shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation, or by these By-Laws.
19. Special meetings of the Board of Directors may be called by
the Chairman of the Board, President, or the Vice
President acting in the absence of the President, or the Secretary, on two (2)
days' written notice sent by mail or telegraph to each of the directors, or upon
one (1) day's written notice served personally on each of the directors; special
meetings shall be called by the President, or the Vice President acting in the
absence of the President, or the Secretary, in like manner and on like notice on
the written request of two (2) directors.
OFFICERS
20. The officers of the Corporation shall consist of a Chairman of
the Board of Directors, a President, one or more Vice Presidents, Secretary and
Treasurer, and such Assistant Secretaries or Assistant Treasurers as the Board
of Directors, of the Executive committee, may elect or appoint. The Board of
Directors or Executive committee may appoint other subordinate officers, agents
and employees as shall seem necessary who shall perform such duties as from time
to time shall be prescribed by the Board of Directors or the Executive
Committee, the Chairman of the Board or the President. One person may hold the
office of Secretary and Treasurer, or Vice President and Secretary, or Vice
President and Treasurer, or Chairman of the Board of Directors and President,
but one person shall not hold the office of President, Secretary and Treasurer.
21. The Board of Directors, immediately after each annual meeting
of stockholders shall elect by ballot a Chairman of the Board, and President
from their own number and the Board shall
also annually elect a Secretary, Treasurer and one or more Vice Presidents who
need not be members of the Board, and a majority of the whole number of
directors shall be necessary for the election of each of said officers.
22. The Board may appoint such other officers and agents as it
shall deem necessary, who shall have such authority and shall perform such
duties as from time to time shall be prescribed by the Board.
23. The salaries of all officers and general agents of the
Corporation shall be fixed by the Board of Directors.
24. The officers of the Corporation shall hold office for one year
and until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.
EXECUTIVE COMMITTEE
25. There may be an executive committee of two directors or more
appointed by the Board, who may meet at stated times, or on notice to all by any
of their own number, during the intervals between the meetings of the Board;
they shall advise with and aid the officers of the Corporation in all matters
concerning its interests and the management of its business, and generally
perform such duties and exercise such powers as may be directed or delegated by
the Board of Directors from time to time. The Board may delegate to such
committee authority to exercise all the powers
of the Board in the current and ordinary business of the Corporation while the
Board is not in session. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular meeting or at a special meeting
called for that purpose.
26. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
COMPENSATION OF DIRECTORS
27. Directors by resolution of the Board may receive either a
stated fee for their services plus expenses of attendance, or a fixed sum and
expenses of attendance for attendance at each regular or special meeting of the
Board; provided, that nothing herein contained shall be construed to preclude
any Directors from serving the Corporation in any other capacity and receiving
compensation therefor.
28. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
THE CHAIRMAN OF THE BOARD AND PRESIDENT
29. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors. The President, in the absence of
the Chairman of the Board, shall preside at meetings of the stockholders and of
the Board of Directors. The Board of Directors shall designate either the
Chairman of the Board or the President as chief executive officer
of the Corporation shall have general and active management of the business of
the Corporation; he shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the directors to delegate
any specific powers, except such as may be by statute exclusively conferred on
the chief executive officer, to any other officer or officers of the
Corporation.
The chief executive officer shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, shall keep in
safe custody the seal of the Corporation, and when authorized by the Board,
affix the seal to any instrument requiring the same, and the seal when so
affixed shall be attested by the signature of the Secretary or the Treasurer.
He or the Vice President shall sign certificates of stock.
During such time as the Chairman of the Board or the President, as
the case may be, is not the chief executive officer, he shall have such
authority and perform such duties as the directors may determine. In case of
the absence or disability of the chief executive officer or when circumstances
prevent the chief executive officer from acting, the President (if the Chairman
of the Board is the chief executive officer) or the Chairman of the Board (if
the President is the chief officer) shall perform the duties of the Chief
executive officer.
30. The chief executive officer shall be ex officio a member of
all standing committees.
VICE PRESIDENT
31. The Vice President designated by the Board of Directors shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President, and such Vice President and any other Vice
Presidents elected or appointed by the Board of Directors shall perform such
other duties as shall from time to time be imposed upon him by the Board.
32. When required by the Board, the Secretary shall attend sessions
of the Board and meetings of the stockholders and act as clerk thereof, and
record all votes and the minutes of all proceedings in a book to be kept for the
purpose; and shall perform like duties for the standing committees when
required. He shall give or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, and under whose
supervision he shall be. He shall be sworn to the faithful discharge of his
duty.
THE TREASURER
33. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys, and other valuable effects, in the name and to the credit of the
Corporation, in such depositaries as may be designated by the Board of
Directors.
34. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.
35. He shall, if required by the Board of Directors, give the
Corporation a bond in a sum, and with one or more sureties satisfactory to the
Board, for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
VACANCIES
36. If the office of any Director, or of the Chairman of the Board,
President, Vice President, Secretary or Treasurer or other officer or agent, one
or more, becomes vacant, by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the Directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
OFFICERS MAY RESIGN
37. Any Director or other officer may resign his office at any
time, such resignation to be made in writing and to take effect from the time of
its receipt by the Corporation, unless some time be fixed in the resignation,
and then from that time. The acceptance of a resignation shall not be required
to make it effective.
DUTIES OF OFFICERS MAY BE DELEGATED
38. In case of the absence of any officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board may delegate
the powers or duties of such officer to any other officer, or to any Director,
for the time being; provided, a majority of the entire Board concur therein.
CERTIFICATES OF STOCK
39. The certificates of stock of the Corporation shall be numbered
and registered as they are issued. They shall exhibit the holder's name and the
number of shares and shall be signed by the President or Vice President and
Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary and
shall bear the Corporate Seal.
TRANSFERS OF STOCK
40. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of such
certificate.
41. The Board of Directors may close the transfer books in their
discretion for a period not exceeding sixty days preceding any meeting, annual
or special, of the stockholders, or the day appointed for the payment of a
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance a date not exceeding sixty (60) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of and
to vote at any such meeting, or entitled to receive payment of any such
dividend, or any such allotment of rights, or to exercise the rights in respect
to any such change, conversion or exchange of capital stock, and in such case
only stockholders of record on the date so fixed shall be entitled to such
notice of and vote at such meeting, or to receive payment of such dividend, or
allotment of rights, or to exercise such rights as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
42. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock 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, save as expressly provided
by the laws of New Jersey.
LOST CERTIFICATE
43. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, upon satisfaction of such requirements
as the Board of Directors, in its discretion, may impose on the issue of such
new certificate, including a requirement that the alleged owner give the
Corporation a bond of indemnity in form and with one or more sureties
satisfactory to the Board of Directors, in such amount as the Board of Directors
may determine.
INSPECTION OF BOOKS
44. The Directors shall determine from time to time whether, and,
if allowed, when and under what conditions and regulations the accounts and
books of the Corporation (except such as may be statute be specifically open to
inspection) or any of them shall be open to the inspection of the stockholders,
and the stockholders' rights in this respect are and shall be restricted and
limited accordingly.
CHECKS
45. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.
FISCAL YEARS
46. The fiscal year shall begin the first day of January in each
year.
DIVIDENDS
47. The Directors shall not be required in January in each year,
after reserving over and above its capital stock paid in as a working capital
for said Corporation, such sum, if any, as shall have been fixed by the
stockholders, to declare a dividend among its stockholders, of the whole of its
accumulated profits exceeding the amount so reserved and to pay the same to such
stockholders on demand; but the Board of Directors may fix a sum which may be
reserved or set aside, over and above the Corporation's capital paid in, as
working capital of the Corporation, and from time to time they may increase,
diminish and vary the same in their absolute judgment and discretion and may
determine whether any, and if any, what part of the accumulated profits shall be
declared in dividends and paid to the stockholders, and may direct and determine
the use and disposition of any surplus or net profits over and above the capital
stock paid in.
DIRECTORS' ANNUAL STATEMENT
48. The Board of Directors shall present at each annual meeting and
when called for by the stockholders at any special meeting of the stockholders,
a full and clear statement of the business and condition of the Corporation.
NOTICES
49. Whenever under the provisions of these By-Laws notice is
required to be given to any Director, officer or stockholder, it shall not be
construed to mean a personal notice, but such notice may be given in writing by
depositing the same in the post office or letter box, in a post-paid sealed
wrapper, addressed to such stockholder, officer or Director, at such address as
appears on the books of the Corporation, or, in default of other address, to
such Director, officer or stockholder at the General Post Office in the City of
Jersey City, New Jersey, and such notice shall be deemed to be given at the time
when the same shall be thus mailed.
Any stockholder, Director, or officer may waive any notice required
to be given under these By-Laws.
AMENDMENTS
50. The stockholders, by the affirmative vote of a majority of the
stock issues and outstanding, may at any regular meeting or upon notice at any
special meeting, alter or amend these By-Laws.
51. The Board of Directors, by affirmative vote of a majority of
the whole Board, may alter or amend these By-Laws; provided, however, that if
all of the members of the Board are not present at the meeting where the
alteration or amendment is proposed, no alteration or amendment shall be made
unless the proposed alteration or amendment is adopted at a subsequent regular
or special meeting.
INTERPRETATION
52. In these By-Laws, unless there shall be something in the
subject or context inconsistent therewith, "office" and "principal office" mean
the registered office in the State of New Jersey.
"Stockholder" means a registered owner of a share or shares of the
capital stock.
"Meeting" includes an election of Directors.
"Board" and "Board of Directors" mean the Directors of the
Corporation for the time being, duly convened in a regular or special meeting.
Words importing singular numbers include the plural and vice versa;
words importing males include females; and words importing natural persons
include corporations.