EXHIBIT 3.2
BYLAWS
OF
UNITED INNS, INC.
SECTION l
OFFICE
The principal office and place of business of the corporation shall be
located in the City of Memphis, Tennessee; the corporation may have such other
offices or places of business within or without the State of Tennessee as the
directors may from time to time designate.
SECTION 2
STOCK
The stock of the corporation shall consist of such numbers of shares, of
such classes, and having such par value or characteristics as may from time to
time be set forth in the certificate of incorporation or any amendment thereof.
Each share of voting stock which may be issued shall entitle the holder
thereof to one vote, which may be cast by such holder in person or by proxy in
all meetings of stockholders. At all meetings of stockholders, every
stockholder entitled to vote shall have the right to vote in person or by proxy
the number of shares standing in his name on the stock records of the
corporation. Any shares of stock entitled to vote, which may at any time be
held by or stand in the name of any person then under any disability, whether of
minority or otherwise, or which may stand in the name of any person or persons
as guardian of any stockholder then under disability, and any stock, which may
stand in the name of any person then deceased or in the name of the estate or
personal representative of any deceased stockholder, may be voted by the
guardian of such minor stockholder or stockholder under other disability, or by
personal representative of any deceased stockholder, in the same manner and to
the same extent as could a stockholder living and sui juris; and such guardian
or personal representative shall be entitled to receive all notices required to
be given with respect to such stock, and may waive any such notice to which he
or said stockholder may be entitled, with respect to meetings of such stock, in
the same manner and as fully as could a stockholder living and sui juris. Any
shares of stock held by any corporation as trustee may be voted, and any notices
required with respect to such stock may be waived, by such corporate trustee,
acting through any of its officers generally or specifically authorized.
All certificates of stock shall be signed by the President or Vice
President, and countersigned by the Secretary, on behalf of the corporation.
Certificates shall be bound in a book, shall be numbered consecutively and
issued in consecutive order therefrom, and in the margin of such stock book
shall be entered the name of the person owning the shares and the number
thereof, together with the date of issue. Proper revenue stamps shall be
affixed to the stubs, upon issue of any certificate of stock or upon any
transfer of same. Each certificate of stock issued shall be receipted for in
the margin of the stock book at the time of the issue of such certificate. All
certificates exchanged or returned for transfer shall be cancelled by the
Secretary, and such cancelled certificates shall be pasted in their original
places in the stock book. No new certificate shall be issued until the old
certificate shall have been returned for cancellation; except that in cases of
lost or destroyed certificates, new certificates in lieu of the same may be
issued, upon the holder giving such bond or other security as the Board of
Directors may in their discretion require.
Transfer of stock shall be made only on the books of the corporation, by
the holder in person, or by power of attorney duly executed and acknowledged
before a witness.
No transfer of stock of the corporation shall be complete, or pass title to
the purchaser, as against this corporation, until the same shall have been
recorded upon the books of the corporation. The Board of Directors is hereby
authorized to fix a day, not more than fifty (50) days prior to the date of
holding any meeting of stockholders, as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined, and only
stockholders of record at the close of business on such day shall be entitled to
notice or to vote at such meeting.
SECTION 3
STOCKHOLDERS
The regular Annual Meeting of the Stockholders of the corporation shall be
held in the City of Memphis, Tennessee, or such other city as may be designated
by the Board of Directors on the third Thursday of January of each year, or on
such other date as may be determined by the Board of Directors not later than
ninety (90) days thereafter at such place and at such hour as may be designated
by the Board of Directors, unless said date be a legal holiday in which event
the meeting shall be held on the next succeeding business date. Special
meetings of the stockholders may be held for any purpose on any business day and
at such time and place as may be designated by the Board of Directors. Such
meetings may be called by the President, the Board of Directors, or upon written
request by stockholders representing fifty percent of the outstanding common
stock of the corporation.
Not ice of all stockholders meetings stating the time, place and the
objects for which such meetings are called shall be given by the President or
Vice President or the Treasurer or the Secretary or an Assistant Secretary to
each stockholder of record not less than ten (10) nor more than forty (40) days
prior to the date of the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States Mail in a sealed envelope with postage thereon prepaid,
addressed to the stockholder at his address as it appears on the stock books of
the corporation unless he shall have filed with the Secretary of the corporation
a written request that notice intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in such request.
Any meeting of which all stockholders entitled to vote have waived or at
any time shall waive notice in writing shall be a legal meeting for the
transaction of business, notwithstanding that notice has not been given as
hereinbefore provided.
Any and all waivers of notice of meeting of stockholders shall be placed in
the custody of the Secretary and shall be by him placed in the minute book of
the corporation and shall constitute part of the corporate records. At all
meetings of stockholders, a majority of the stock outstanding and entitled to
vote shall constitute a quorum for the transaction of business. If a quorum be
not present at any stated meeting, those present at such meeting may adjourn
from time to time without further notice until a quorum be had.
SECTION 4
DIRECTORS
The directors of the corporation shall be not less than three (3) nor more
than ten (10) and shall be elected by the stockholders at their annual meeting
to serve for a term of one (l) year or until their successors are duly elected
and qualified.
The first Board of Directors shall consist of the incorporators. Such
first Board, or any subsequent Board consisting of less than nine (9) members,
shall have the power at any time to add to the directors up to the number of
nine
(9) which said added directors shall hold office as such until the next annual
meeting of stockholders, or until their successors are duly elected and
qualified. The original Board of three (3) directors (consisting of the
incorporators) and any directors who may have been added to the Board by such
original Board shall serve until the first annual meeting of the corporation to
be held during the year 1957, or until their successors are duly elected and
qualified. Any vacancy in the first or any succeeding Board of Directors shall
be filled by the remaining directors for the unexpired term; and in the event
that vacancies in such Board shall reduce the acting number of directors to a
number which is less than a quorum, such directors, less than a quorum, may fill
such vacancies as hereinabove set forth.
The annual meeting of the Board of Directors shall be held immediately
following the annual meeting of stockholders. Special meetings of the Board may
be held at any time or place upon two (2) days written notice, upon call of
President, or upon call of a majority of the membership of the Board; or such
special meetings may be had without notice, at any time or place, by unanimous
consent, such consent to be expressed by written waiver of notice of such
meeting, before or after such meeting, or by actual attendance at such meeting.
Any and all waivers of notice of meetings of directors shall be placed in the
custody of the Secretary and shall be by him placed in the minute book of the
corporation, and shall constitute a part of the corporate records. The Board of
Directors may, by resolution, provide for meetings at such specific dates or
regular intervals, in addition to the annual meeting, as such Board may in its
discretion deem proper, and in the event such regular meetings are so provided
for, no further notice of such regular meetings need be given. A majority in
number of the Board of Directors, as it may then be constituted, shall
constitute a quorum for the transaction of business. In the event that at any
stated meeting a quorum is not present, those directors present may adjourn from
time to time without further notice until a quorum be had.
The directors of the corporation shall have full and complete power to
authorize the sale, conveyance, transfer, assignment, trade, exchange, or other
disposition or alienation, or lease, and the mortgage or other encumbrance, or
pledge, of any property, real or personal, of the corporation, specifically
without necessity for action or approval by the stockholders of the corporation.
SECTION 5
OFFICERS
The officers of this corporation shall consist of a President, a
Vice-President, a Secretary, a Treasurer, and a Chairman of the Board of
Directors, and such other officers as the Board of Directors may determine from
time to time to be necessary or proper. Any offices, except those of the
President and Secretary, may be combined in one person.
The President, Vice-President, Secretary, Treasurer, and/or Chairman of the
Board of Directors, who shall be elected by the incorporators and directors at
their first meeting, shall serve as such until the first annual meeting of the
directors of the corporation to be held in the year 1957; and, beginning with
such meeting and thereafter, such officers shall be elected by the Board of
Directors at their annual meeting, and shall serve for a term of one year, or
until their successors are duly elected and qualified, or unless sooner removed
from office for cause by the affirmative vote of a majority of the entire Board
of Directors.
All other officers of the corporation shall be appointed by the Board of
Directors, to serve upon such terms and for such periods as the Board shall
determine to be proper in each case. Salaries of all officers shall be
determined and fixed by the Board of Directors. It shall not be necessary that
any officer of the company be a director or a stockholder. Any officer of the
corporation may at any time be required by the Board of Directors to give bond
for the faithful performance of his duties, in such amount and upon such terms
as the Board in its discretion may prescribe.
SECTION 6
DUTIES OF THE PRESIDENT
It shall be the duty of the President to preside (in the absence of the
Chairman of the Board of Directors) at all meetings of the directors and of the
stockholders, to sign with the Secretary all certificates of stock, to sign and
execute on behalf of the corporation any and all contracts, notes, deeds,
conveyances or other written instruments; to have, subject to the powers of the
directors, general supervision and control over the entire business of the
corporation, to employ and discharge all non-elective officers and employees,
and to fix the compensation of same, and in general to perform all of the duties
and exercise all of the powers usually incident to the office, or which may be
assigned to him by the Board of Directors.
SECTION 7
DUTIES OF THE VICE-PRESIDENT
The duties of the President shall be performed by the Vice-President in the
event of absence or inability to act on the part of the President; and he shall
also perform such other duties as may be assigned to him by the Board of
Directors.
SECTION 8
DUTIES OF THE SECRETARY
It shall be the duty of the Secretary to keep the minutes of the meetings
of the Board of Directors and of the Stockholders, to issue all necessary
notices of meetings, to have custody of the stock certificate book, stock
records and corporate records of the corporation, to counter-sign with the
President all stock certificates, and to execute on behalf of the corporation,
alone or with any other designated officer, any contracts, notes, deeds,
conveyances, or other written instruments which he may be authorized or directed
by the directors to so execute; and to have and exercise, subject to the powers
of the directors, all of the duties and powers usually incident to the office,
or which may be assigned to him by the Board of Directors.
SECTION 9
DUTIES OF THE TREASURER
It shall be the duty of the Treasurer to have the custody of the funds of
the corporation, and to deposit same to the credit of the corporation in such
bank as may be designated by the directors; he shall have the custody of all
financial records, stocks, bonds, notes, or valuable papers of the corporation,
and he shall keep or cause to be kept a set of books which shall adequately show
the financial status of the corporation, which books shall be at all times open
to the inspection of the Board of Directors, or any member thereof. In addition
to the above, he shall in general exercise all of the powers and perform all of
the duties usually incident to the office or which may be assigned to him by the
Board of Directors.
SECTION 10
DUTIES OF THE CHAIRMAN OF THE BOARD
The Chairman of the Board of Directors shall preside at all meetings of the
stockholders and directors at which he may be present, and shall perform any and
all other duties which may be assigned to him by the Board of Directors.
SECTION 11
FISCAL YEAR
The fiscal year of the corporation shall be fixed by the Board of
Directors, and may be altered by such Board of Directors on resolution from time
to time.
SECTION 12
SEAL
The corporation shall have a seal, an impression whereof appears in the
margin.
SECTION 13
AMENDMENT
These Bylaws may be amended or repealed, or new Bylaws may be adopted, at
any annual or special meeting of the stockholders by a majority of the total
votes of the stockholders, present in person or represented by proxy, and
entitled to vote on such action; provided, however, that the notice of such
meeting shall have been given as provided in these Bylaws, which notice shall
mention that amendment or repeal of these Bylaws or the adoption of new Bylaws,
is one of the purposes of such meeting. These Bylaws may also be amended or
repealed or new Bylaws may be adopted by the Board at any meeting thereof;
provided, however, that notice of such meeting shall have been given as provided
in these Bylaws, which notice shall mention that amendment or repeal of the
Bylaws, or the adoption of new Bylaws, is one of the purposes of such meetings;
and provided further that the Board shall have no power to adopt a bylaw (a)
requiring more than a majority of the voting shares for a quorum at any meeting
of stockholders, or more than a majority of the votes cast to constitute action
by the stockholders, except where higher percentages are required by law, and
(b) classifying and staggering the election of directors.
All Bylaws adopted by the Board under the provisions of this section may be
amended or repealed by the stockholders as hereinabove provided.
SECTION 14
INDEMNIFICATION
1. The Corporation shall 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
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.
2. The Corporation shall 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, 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 of
Chancery or 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 of Chancery or such other court
shall deem proper.
3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise, including the
dismissal of an action without prejudice, the disposition of a claim or issue by
partial summary judgment, or any other partial success, or the settlement of any
action without admission of liability, in defense of any action, suit or
proceeding referred to in Paragraphs 1 or 2 of this Section 14, 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.
4. Expenses incurred in defending or investigating a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
5. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other portions of this Section 14 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors, court order or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. It is the policy of the Corporation that indemnification
shall be made to the fullest extent permitted by law. All rights to
indemnification under this Section 14 shall be deemed to be provided by a
contract between the Corporation and the director, officer, employee or agent
who serves in such capacity at any time while these Bylaws and other relevant
provisions of the General Corporation Law of the State of Delaware and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not effect any rights or obligations then existing. The Board of Directors is
authorized to enter into agreements from time to time with any director,
officer, employee or agent of the Corporation providing for indemnification to
the fullest extent permitted by applicable law.
6. Any indemnification or advance shall be made promptly and in any event
within forty-five (45) days, upon the written request of the director, officer,
employee or agent, unless a determination is reasonably and promptly made that
such director, officer, employee or agent failed to meet the applicable standard
of conduct set forth in Paragraphs 1 or 2 of this Section 14. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of disinterested directors, or (2) if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders. If the request for indemnification involves an action, suit or
proceeding that arises from the merger, consolidation, reorganization,
liquidation, sale of all or substantially all of the assets, or other
extraordinary transaction of the Corporation, the inquiry and resolution thereof
required by this Paragraph 6, at the option of the person seeking
indemnification, shall be made by a neutral person mutually acceptable to the
Corporation and the person seeking indemnification (the "Neutral Person"). If
no disposition of such claim for indemnification is made within forty-five (45)
days, a favorable determination of entitlement to indemnification shall be
deemed to have been made. The director's, officer's, employee's or agent's
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, shall also be indemnified by the
Corporation.
7. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 14 shall, unless otherwise provided, 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
person.
8. Neither the repeal or modification of this Section 14 nor the adoption
of any provision of the Certificate of Incorporation or the Bylaws inconsistent
with this Section 14 shall adversely affect the rights of any director, officer,
employee or agent of the Corporation with respect to causes of action, suits or
claims that accrue or arise prior to such repeal, modification or adoption of an
inconsistent provision. If this Section 14 or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee and
agent against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding whether civil,
criminal, administrative or investigative, and whether internal or external,
including a grand jury proceeding and an action or suit brought by or in the
right of the Corporation, to the fullest extent permitted by applicable portions
of this Section 14 that shall not have been invalidated, or by any other
applicable law. In the event the General Corporation Law of the State of
Delaware is amended following the date of the latest modification, amendment or
revision of this Section so as to permit indemnification by the corporation of
any person to a greater extent (either as to matters or persons which may be the
subject of indemnity) than permitted in this Section, then the Board of
Directors shall have the power to authorize such greater indemnification in
accordance with the amended provisions of said General Corporation Law.
9. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent 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 14.
10. Upon resolution adopted by the Board of Directors, the Corporation may
establish a trust or other designated account, grant a security interest or use
other means (including, without limitation, a letter of credit), to ensure the
payment of certain of its obligations arising under this Section 14 and/or
agreements which may be entered into between the Corporation and its directors,
officers, employees and agents from time to time.
11. For purposes of this Section 14, references to "the Corporation" shall
include, in addition to the resulting or surviving 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 to indemnify its directors, officers, 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 this Section 14 with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued; references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed against a person with respect to any employee benefit plan;
references to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to any 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 interests of the Corporation" as
referred to in this Section 14.