EXHIBIT 3.8
BY-LAWS
of
EXPOCON MANAGEMENT ASSOCIATES, INC.
ARTICLE I.
MEETINGS OF SHAREHOLDERS.
Sec. 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
on the 1st day of May of each year. If the day so designated falls upon a Sunday
or a legal holiday, then the meeting shall be held upon the first business day
thereafter.
Sec. 2. QUORUM. The presence, in person or by proxy, of the holders of a
majority of the outstanding stock entitled to vote on the subject matter shall
be necessary to constitute a quorum for the transaction of business, but a
lesser number may adjourn to some future time not less than seven (7) nor more
than ten (10) days later, and the Secretary shall thereupon give at least ___
days notice by mail to each shareholder entitled to vote who was absent from
such meeting.
Sec. 3. SPECIAL MEETINGS. Special meetings of shareholders may be called
at any time by the President. The President shall call a special meeting of
shareholders whenever so requested in writing by a majority of Directors or by
one or more
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shareholders representing not less than a majority of the total number of shares
of the issued and outstanding capital stock entitled to vote at said meeting. No
business other than that specified in the call for the meeting shall be
transacted at any such special meeting of the shareholders.
Sec. 4. VOTING. At all meetings of the shareholders all questions, the
manner of deciding which is not specifically regulated by statute, shall be
determined by a majority vote of the shareholders present in person or by proxy.
Each shareholder present, in person or by proxy, shall be entitled to cast one
vote for each share of stock owned or represented by him.
Sec. 5 NOTICE. Written notice of the time and place and general purposes
of all annual and special meetings shall be mailed or otherwise given as
provided by law by the Secretary to each shareholder not less than ten (10) days
prior to the date thereof. Annual and special meetings of shareholders may be
held at such time and place within or without this State as the Directors shall
determine.
Sec. 6. UNANIMOUS CONSENT. In lieu of a meeting and vote of shareholders,
the unanimous written consent of all shareholders who would have been entitled
to vote upon the action if such meeting were held, or their duly authorized
attorneys or proxies, may be filed with the Secretary of the corporation as to
any action taken or to be taken by the shareholders, and said consents, when
filed, shall have the same force and effect as a unanimous vote of the
shareholders.
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ARTICLE II.
DIRECTORS.
Sec. 1. NUMBER. The affairs and business of this Corporation shall be
managed by a Board of Directors elected by the Shareholders at their annual
meeting. The number of directorships at any time shall be fixed by resolution,
first, of the incorporators, and thereafter of the shareholders.
Sec. 2. TERM OF OFFICE. The term of office of each of the Directors shall
be one year, and thereafter until his successor has been elected.
Sec. 3. DUTIES OF DIRECTORS. The Board of Directors shall have the
control and general management of the affairs and business of the corporation.
Sec. 4. DIRECTORS' MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders, and
at such other times as the Board of Directors may determine. Special meetings
of the Board of Directors may be called by the President at any time, and shall
be called by the President or the Secretary upon the written request of any of
the Directors. Any and all meetings may be held within or without this State as
the Directors shall determine.
Sec. 5. QUORUM. At any meeting of the Board of Directors, a majority of
the Board shall constitute a quorum for the transaction of business; but in the
event of a quorum not being present, a lesser number may adjourn the meeting to
some future time, not more than three (3) days later. The act of a majority of
the Directors present at a meeting at which there is a quorum shall be the act
of the Board of Directors.
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Sec. 6. VOTING. At all meetings of the Board of Directors, each director
is to have one vote, irrespective of the number of shares of stock that he may
hold.
Sec. 7. VACANCIES. Vacancies in the Board occurring between annual
meetings shall be filled for the unexpired portion of the term by the concurring
vote of a majority of the remaining Directors.
Sec. 8. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed, either with or without cause, at any time by a vote of the shareholders
holding a majority of the stock, at any special meeting called for the purpose.
Sec. 9. NOTICE. Written notice of all regular and special meetings shall
be mailed to each director by the Secretary not less than seven (7) days prior
to the date fixed for such meeting.
Sec. 10. UNANIMOUS CONSENT. In lieu of any regular or special meeting and
vote of the Directors the unanimous written consent of all Directors may be
filed with the Secretary with respect to any action taken or to be taken by the
Directors, and said consents shall, when filed, have the same force and effect
as a unanimous vote of the Directors.
Sec. 11. EXECUTIVE COMMITTEE. The Board of Directors may by resolution
designate two or more Directors as an executive committee which shall have and
may exercise all such authority of the Board as shall be provided in such
resolution.
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ARTICLE III.
OFFICERS.
Sec. l. NUMBER. The officers of this corporation shall be a President,
Secretary and a Treasurer, and such other officers as are designated by the
Board of Directors.
Sec. 2. ELECTION. The Board of Directors, at its annual meeting, held
immediately after the annual meeting of shareholders, shall elect from among
their number a President, and those other officers enumerated above, all of whom
shall serve for the term of one year and until their successors are duly elected
and qualified. Any two officers may be held by the same person, except the
offices of President and Vice-President or President and Secretary.
Sec. 3. DUTIES OF OFFICERS. The duties and powers of the officers of the
corporation shall be as follows:
PRESIDENT.
The President shall preside at all meetings of the Board of Directors and
shareholders.
He shall present at each annual meeting of the shareholders and Directors
a report of the condition of the business of the corporation.
He shall cause to be called regular and special meetings of the
shareholders and Directors in accordance with these By-laws.
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He shall appoint and remove, employ and discharge, and fix the compensation
of all servants, agents, employees and clerks of the corporation other than the
duly appointed officers, subject to the approval of the Board of Directors.
He shall sign and make all contracts and agreements in the name of the
corporation.
He shall see that the books, reports, statements and certificates required
by the statutes are properly kept, made and filed according to law.
He shall sign all certificates of stock.
He shall have general direction and management of the affairs of the
corporation.
He shall enforce these By-laws and perform all the duties incident to the
office of President.
SECRETARY.
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the shareholders in appropriate books.
He shall give and serve all notices of the corporation.
He shall be custodian of the records and of the seal, and affix the latter
when authorized and required.
He shall keep the stock and transfer books in the manner prescribed by law.
He shall sign all certificates of stock.
He shall present to the Board of Directors at their stated meetings all
communications addressed to him officially by the President or any officer or
shareholder of the corporation.
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He shall attend to all correspondence and perform all the duties incident
to the office of Secretary.
TREASURER.
The Treasurer shall have the care and custody of and be responsible for the
funds and securities of the corporation, and deposit all such funds in the name
of the corporation in such bank or banks, trust company or trust companies or
safe deposit vaults as the Board of Directors may designate.
In the absence of a resolution of the Director to the contrary, he shall
sign, make and endorse in the name of the corporation, all checks, drafts, notes
and other evidences of debt.
He shall exhibit at all reasonable times his books and accounts to any
director or stockholder of the corporation upon application at the office of the
corporation during business hours.
He shall render a statement of the condition of the finances of the
corporation at each regular meeting of the Board of Directors, and at such other
times as shall be required of him.
He shall present a full financial report at the annual meeting of the
shareholders.
He shall keep, at the office of the corporation, correct books of account
of all its business and transactions and such other books of account as the
Board of Directors may require.
He shall perform all duties incident to the office of Treasurer.
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Sec. 4. VACANCIES, HOW FILLED. All vacancies in any office shall be
filled by the Board of Directors without undue delay, at its regular meeting, or
at a meeting specially called for that purpose.
Sec. 5. COMPENSATION OF OFFICERS. The officers shall receive such salary
or compensation as may be determined by the Board of Directors.
Sec. 6. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a majority vote, at any time, with or without cause.
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ARTICLE IV.
CERTIFICATES OF STOCK.
Sec. 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be signed by the President and by the Secretary and sealed with the seal
of the corporation.
Sec. 2. TRANSFER OF STOCK. The stock of the corporation shall be
assignable and transferable on the books of the corporation only by the person
in whose name it appears on said books, or his legal representatives. In case
of transfer by attorney, the power of attorney, duly executed and acknowledged,
shall be deposited with the Secretary. In all cases of transfer, the former
certificate must be surrendered up and canceled before a new certificate can be
issued. No transfer shall be made upon the books of the corporation within ten
days next preceding the annual meeting of the shareholders.
ARTICLE V.
DIVIDENDS.
Sec. 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the unsecured and unrestricted surplus of the corporation
whenever, in their opinion, the condition of the corporation's affairs will
render it expedient for such dividends to be declared, pursuant to law. No
dividend shall be paid that will impair the capital of the corporation.
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ARTICLE VI.
AMENDMENTS.
Sec. 1. HOW AMENDED. These By-laws may be amended by an affirmative vote
of the shareholders representing a majority of the capital stock entitled to
vote, at an annual meeting or at a special meeting called for that purpose,
provided that written notice shall have been sent to each shareholder entitled
to receive such notice, which notice shall state the amendments which are
proposed to be made in such By-laws. Only such changes as have been specified
in the notice shall be made. If, however, all the shareholders shall be present
at any regular or special meeting, these By-laws may be amended by a unanimous
vote, without any previous notice; and furthermore, these By-laws may be amended
by unanimous consent action of the shareholders as provided in these By-laws.