BYLAWS
OF
MACSAVER FINANCIAL SERVICES, INC.
ARTICLE I - OFFICES
A. The principal office of the Corporation shall be at 42 Reads Way,
Suite C, New Castle, Delaware 19720, or at such other location within the State
of Delaware as the President may designate from time to time as convenient for
the business of the Corporation.
B. The registered office of the Corporation shall be the
principal office of the Corporation.
ARTICLE II - STOCK AND OTHER SECURITIES
A. Certificates of Stock shall be in such form as is required by law
and approved by the Board of Directors. Each stockholder shall be entitled to a
certificate signed by either the President or a Vice President, and by either
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary or any other officer authorized by resolution of the Board of
Directors. Each certificate may (but need not) be sealed with the seal of the
Corporation or a facsimile thereof.
B. The signatures of the officers upon a stock certificate, bond, note
or debenture issued by the Corporation may be facsimiles if such stock
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation, or if such
bond, note or debenture is countersigned or otherwise authenticated by the
signature of a trustee. If any officer who has signed, or whose facsimile
signature has been placed upon, a stock certificate, bond, note or debenture,
shall have ceased to be such officer before such certificate, bond, note or
debenture is issued, it may be issued by the Corporation with the same effect as
if he were such officer at the date of its issue.
C. Only stockholders of record on the stock transfer books of the
Corporation shall be entitled to be treated by the Corporation as the holders of
the stock standing in their respective names, and except to the extent, if any,
required by law, the Corporation shall not be obligated to recognize any
equitable or other claim to, or interest in, any share on the part of any other
person, whether or not it shall have express or other notice thereof.
D. Transfers of stock shall be made on the stock transfer books only
upon surrender of the certificate therefor, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may, from time to time, make reasonable
regulations governing transfers of stock and other securities. No share shall be
transferred, unless otherwise required by law, if such transfer would violate
the terms of any written agreement to which the Corporation and either the
transferor or transferee is a party.
E. In the case of the loss, mutilation or destruction of a stock
certificate, bond, note or debenture, a duplicate may be issued upon such terms,
and bearing such legend, if any, as the Board of Directors may lawfully
prescribe.
ARTICLE III - STOCKHOLDERS' MEETINGS
A. Meetings of the stockholders shall be held at the principal office
of the Corporation or at such other place within the State of Delaware as the
Board of Directors may designate from time to time. For at least ten (10) days
before each meeting, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, with the address and number of shares
held by each, shall be prepared and kept open to the examination of any
stockholder during ordinary business hours, at the place where the meeting is to
be held.
B. The annual meeting of the stockholders shall be held on the second
Wednesday of July of each year (and if such day is a legal holiday, on the next
business day) or such other date as may be set by the Board of Directors, for
the purpose of electing Directors and transacting such other business as may
properly come before the meeting.
C. Special meetings of the stockholders may be called by the
President, the Secretary or the Board of Directors.
D. Written notice stating the place, day and hour of the meeting, and,
in the case of a special meeting (or if required by law or the Articles of
Incorporation or these Bylaws), the purpose or purposes for which the meeting
was called, shall be given to each stockholder entitled to vote at such meeting.
Such notice shall be given either personally or by mail, by or at the direction
of the officer or other person or persons calling the meeting not more than
sixty (60) days nor less than ten (10) days before the date of the meeting
(except that such notice shall be given not less than twenty (20) days before a
meeting called to act on a plan of merger or consolidation or to sell, lease,
exchange, mortgage or pledge for a consideration other than money all or
substantially all the property or assets of the Corporation, if not in the usual
and regular course of its business, and such notice shall be accompanied by a
copy of any plan of reduction, merger or consolidation). Notice to a stockholder
shall be deemed given when deposited in the United States mail, with postage
prepaid, addressed to the stockholder at his address as it appears on the stock
transfer books of the Corporation.
Any stockholder who attends a meeting shall be deemed to have had
timely and proper notice of the meeting, unless he attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
E. Notice of any meeting may be waived, and any action may be taken by
the stockholders without a meeting if a consent in writing, setting forth the
action to be taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.
F. The Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days before the date of such meeting nor more
than sixty (60) days prior to any other action, in order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any lawful action. If no record date is fixed, then the date
on which the notice of the meeting was mailed (or on which such other action is
approved by the Board of Directors) shall be the record date.
G. The President shall preside as Chairman over the meetings of
stockholders. If the President is not present, the meeting shall elect a
chairman. The Secretary, or, in his absence, an Assistant Secretary, shall act
as Secretary of such meeting. If no such officer is present, the chairman shall
appoint the Secretary of the meeting.
H. Two inspectors of election may be appointed by the Board of
Directors before each meeting of the stockholders; and if no such appointment
has been made, or if any inspector thus appointed shall not be present, the
Chairman may, and if requested by stockholders holding in the aggregate at least
one-fifth (1/5) of the stock entitled to vote at the meeting shall, appoint such
an inspector or inspectors to determine the qualifications of voters, the
validity of proxies and the number of shares represented at the meeting, to
supervise voting, and to ascertain the results thereof.
I. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from its date unless otherwise provided in
the proxy. A revocable proxy may be revoked at any time before the shares to
which it relates are voted by written notice, which may be in the form of a
substitute proxy to the secretary of the meeting. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power. A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the corporation
generally. A proxy apparently executed in the name of a partnership or other
Corporation, or by one of several fiduciaries, shall be presumed to be valid
until challenged, and the burden of proving invalidity shall rest upon the
challenger.
J. The procedure at each meeting of the stockholders shall be
determined by the Chairman of the meeting, and (subject to paragraph H of this
Article III) the vote on all questions before any meeting shall be taken in such
manner as the Chairman prescribes. However, upon the demand of stockholders
holding in the aggregate at least one-fifth (1/5) of the stock entitled to vote
on any questions, such vote shall be by ballot.
K. A quorum at any meeting of stockholders shall be a majority of the
shares entitled to vote, represented in person or by proxy. The affirmative vote
of a majority of such quorum shall be the act of the stockholders, unless a
greater vote is required by the General Corporation Law of the State of Delaware
or the Certificate of Incorporation (except that in elections of directors,
those receiving the greatest number of votes shall be elected even though less
than such a majority). Less than a quorum may, by the vote of a majority of the
shares present and entitled to vote, adjourn the meeting to a fixed time and
place, without further notice; and if a quorum shall then be present in person
or by proxy, any business may be transacted which might have been transacted if
a quorum had been present at the meeting as originally called.
L. All committees of stockholders created at any meeting of the
stockholders shall be appointed by the Chairman of the meeting unless otherwise
directed by the meeting.
ARTICLE IV - BOARD OF DIRECTORS
A. The Board of Directors shall consist of not less than one (1) or
more than five (5) persons as may be fixed from time to time by resolution of
the Board of Directors, none of whom need be residents of Delaware or
stockholders of the Corporation. Nominations for the election of directors may
be made by the Directors or a nominating committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors.
B. Regular meetings of the Board of Directors may be held without
notice at the principal office of the Corporation at such time as the Board of
Directors may designate from time to time. A regular meeting shall be held as
soon as practicable after each annual meeting of the stockholders for the
purpose of electing officers and transacting such other business as may properly
come before the meeting.
C. Special meetings of the Board of Directors may be called at
any time by the President or by any director.
D. Notice of the time and place of each special meeting shall be given
to each director either by mail, telegraph, or written communication delivered
to the address of such director as it appears in the records of the Corporation
at least twenty-four (24) hours before such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.
A director who attends a meeting shall be deemed to have had
timely and proper notice thereof, unless he attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
E. Notice of any meeting may be waived, and any action may be taken by
the Board of Directors (or by any committee thereof) without a meeting if a
consent in writing, setting forth the action taken, shall be signed by all the
directors (or members of the committee, as the case may be), in accordance with
ss. 141(f) of the General Corporation Law of the State of Delaware.
F. Each director shall be elected to hold office until the next
succeeding annual meeting, and shall hold office until his successor shall have
been elected and qualifies, or until such earlier time as he shall resign, die
or be removed. No decrease in the number of directors by amendment to these
Bylaws shall change the term of any incumbent director.
G. Any director may be removed, with or without cause, by a vote
of the holders of a majority of the number of shares entitled to vote at an
election of directors.
H. Any vacancy in the Board of Directors (including any vacancy
resulting from an increase of not more than two (2) in the number of directors)
may be filled by the affirmative vote of a majority of the remaining directors,
even though less than a quorum, unless sooner filled by the stockholders.
I. A quorum at a meeting of the Board of Directors shall be a
majority of the number of directors fixed by these Bylaws. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
J. An Executive Committee consisting of at least two (2) or more
directors may be designated by a resolution adopted by a majority of the number
of directors fixed by these Bylaws. To the extent provided in such resolution,
such Executive Committee shall have and may exercise all of the authority of the
Board of Directors except to approve an amendment to the Certificate of
Incorporation or a plan of merger or consolidation.
Other committees with limited authority may be designated by
resolution adopted by a majority of the directors present at a meeting at which
a quorum is present.
Regular meetings of any committee may be held without notice
at such time and place as shall be fixed by a majority of the committee. Special
meetings of any committee may be called at the request of the President. Officer
or any member of the committee. Notice of such special meetings shall be given
by the President or any member of any such committee, and shall be deemed duly
given, or may be waived, or action may be taken without a meeting, as provided
in paragraphs D and E of this Article IV. A majority of any such committee shall
constitute a quorum, and the act of a majority of those present at any meeting
at which a quorum is present shall be the act of the committee, unless otherwise
provided by the Board of Directors.
ARTICLE V - OFFICERS, AGENTS AND EMPLOYEES
A. The officers of the Corporation shall be a President, a Secretary,
and a Treasurer, each of whom shall be elected by the Board of Directors at the
regular meeting of the Board of Directors to be held as soon as practicable
after each annual meeting of the stockholders, and any officer may be elected at
any meeting of the Board of Directors. Any officer may hold more than one office
and he may, but need not be a director, except that the same person may not be
President and Secretary. The Board may elect one or more Vice Presidents and any
other officers and assistant officers and may fill any vacancies. The officers
shall have such authority and perform such duties as generally pertain to their
offices and as may lawfully be provided by these Bylaws or by resolution of the
Board of Directors not inconsistent with these Bylaws.
B. The President shall have general supervision over, responsibility
for, and control of the other officers, agents, and employees of the Corporation
and shall preside as Chairman at meetings of the stockholders and the directors.
The President shall also perform such duties and shall also have such authority
as may lawfully be required of or conferred upon him by the Board of Directors.
C. Each Vice President shall perform such duties and shall have
such authority as may be lawfully required of or conferred upon him by the
President or the Board of Directors.
D. The Secretary shall, as Secretary of the meeting, record all
proceedings at stockholders' meetings and directors' meetings, in books kept for
that purpose. He shall maintain the record of stockholders of the Corporation,
giving the names and addresses of all stockholders and the number, classes and
series of the shares held by each; and, unless otherwise prescribed by the Board
of Directors, he shall maintain the stock transfer books.
E. The Treasurer shall have custody of all moneys and securities of the
Corporation. He shall deposit the same in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors,
disburse the funds of the Corporation as may be required, and cause books and
records of account to be kept in accordance with generally accepted accounting
practices and principles.
F. During the absence, disqualification, or incapacity of any
officer of the Corporation other than the President, the President may by
written order, or the Board of Directors may by resolution, delegate the power
of each such officer to any other officer or employee of the Corporation.
G. Each officer shall be elected to hold office until the next
succeeding regular meeting of the Board of Directors to be held as soon as
practicable after each annual meeting of the stockholders, or for such longer or
shorter term as the Board of Directors may lawfully specify; and he shall hold
office until his successor shall have been elected and qualified, or until such
earlier time as he shall resign, die or be removed.
H. Any officer may be removed, with or without cause, at any time
whenever the Board of Directors in its absolute discretion shall consider that
the best interests of the Corporation would be served thereby. Any officer or
agent appointed otherwise than by the Board of Directors may be removed with out
without cause at any time by any officer having authority to appoint such an
officer or agent, except as may be otherwise provided in these Bylaws, whenever
such officer in his absolute discretion shall consider that the best interests
of the Corporation will be served thereby. Any such removal shall be without
prejudice to the recovery of damages for breach of the contract rights, if any,
of the person removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
I. Checks, drafts, notes and orders for the payment of money shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may authorize from time to time, and any endorsement of such paper
in the ordinary course of business shall be similarly made, except that any
officer or assistant officer of the Corporation may endorse checks, drafts or
notes for collection or deposit to the credit of the Corporation. The signature
of any such officer or other person may be a facsimile when authorized by the
Board of Directors.
J. Unless otherwise provided by resolution of the Board of Directors,
the President may, from time to time, himself or by such proxies, attorneys, or
agents of the Corporation as he shall designate in the name and on behalf of the
Corporation, cast the votes to which the Corporation may be entitled as a
stockholder or otherwise in any other Corporation, at meetings, or consent in
writing to any action by any such Corporation. He may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the Corporation
and under its corporate seal, or otherwise, such written proxies consents,
waivers, or other instruments as he may deem necessary or desirable in the
premises.
ARTICLE VI - SEAL
The seal of the Corporation shall be a flat-face circular die, of which
there may be any number of counterparts or facsimiles, in such form as the Board
of Directors shall, from time to time, adopt as the corporate seal of the
Corporation.
ARTICLE VII - AMENDMENTS
These Bylaws may be repealed or changed, and new Bylaws made, by the
stockholders entitled to vote at any annual or special meeting, or by the Board
of Directors at any regular or special meeting. Bylaws made by the directors may
be repealed or changed by the stockholders; and Bylaws made by the stockholders
may be repealed or changed by the directors, except as, and to the extent that,
the stockholders prescribe that the Bylaws, or any specified Bylaw, shall not be
altered, amended or repealed by the directors.