EXHIBIT 3.2
BY-LAWS
OF
JEVIC TRANSPORTATION, INC.
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Adopted July 27, l981
ARTICLE I
OFFICES
1. Registered Office and Agent.--The registered office of the
Corporation in the State of New Jersey is at
14A:4-1 25 Bretton Way, Mount Laurel, New Jersey 08054
The registered agent of the Corporation at such office is
Harry Muhlschlegel
2. Principal Place of Business.--The principal place of
business of the Corporation is
Rt. 130 and Hartford Road, Delran, New Jersey
3. Other Places of Business.--Branch or subordinate places of
business or offices may be established at any time by the Board at
any place or places where the Corporation is qualified to do
business.
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ARTICLE II
SHAREHOLDERS
14A:5-2 1. Annual Meeting.--The annual meeting of shareholders shall
be held upon not less than ten nor more than
14A:5-4(1) sixty days written notice of the time, place, and purposes of the
meeting at ten o'clock a.m. on the first Tuesday of the month of
_______ July _________ of each year at
principal place of business
14A:5-1 or at such other time and place as shall be specified in the notice
of meeting, in order to elect directors and transact such other
business as shall come before the meeting. If that date is a legal
holiday, the meeting shall be held at the same hour on the next
succeeding business day.
14A:5-3 2. Special Meetings.--A special meeting of shareholders may
be called for any purpose by the president or the Board. A special
meeting shall be held upon not less than ten nor more than sixty
days written notice of the time, place, and purposes of the meeting.
14A:5-6(1) 3. Action Without Meeting.--The shareholders may act without a
meeting if, prior or subsequent to such action, each shareholder who
would have been entitled to vote upon such action shall consent in
writing to such action. Such
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written consent or consents shall be filed in the minute book.
14A:5-9(1) 4. Quorum.--The presence at a meeting in person or
by proxy of the holders of shares entitled to cast(9) a majority of
the votes shall constitute a quorum.
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ARTICLE III
BOARD OF DIRECTORS
14A:6-2 1. Number and Term of Office.--The Board shall
14A:6-3 consist of(10) two members. Each director shall be elected by the
shareholders at each annual meeting and shall hold office until the
next annual meeting of shareholders and until that director's
successor shall have been elected and qualified.
14A:6-10(2) 2. Regular Meetings.--A regular meeting of the Board shall be
held without notice immediately following and at the same place as
the annual shareholders' meeting for the purposes of electing
officers and conducting such other business as may come before the
meeting. The Board, by resolution, may provide for additional
regular meetings which may be held without notice, except to members
not present at the time of the adoption of the resolution.
14A:6-10(2) 3. Special Meetings.--A special meeting of the Board may be
called at any time by the president or by two directors for any
purpose. Such meeting shall be held upon three days notice if given
orally, (either by telephone or in person,) or by telegraph, or by
five days notice if given by depositing the notice in the United
States mails, postage prepaid. Such notice shall specify the time
and place of the meeting.
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14A:6-7(2) 4. Action Without Meeting.--The Board may act without a meeting
if, prior or subsequent to such action, each member of the Board
shall consent in writing to such action. Such written consent or
consents shall be filed in the minute book.
14A:6-7(1) (11)5. Quorum.-- A majority of the entire Board shall
constitute a quorum for the transaction of business.
14A:6-5 6. Vacancies in Board of Directors.--Any vacancy in the
Board, (12) including a vacancy caused by an increase 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 of the
Board, or by a sole remaining director.
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ARTICLE IV
WAIVERS OF NOTICE
14A:5-5(1) Any notice required by these by-laws, by the certificate
14A:6-10(2) of incorporation, or by the New Jersey Business Corporation Act
may be waived in writing by any person entitled to notice. The
waiver or waivers may be executed either before or after the event
with respect to which notice is waived. Each director or shareholder
attending a meeting without protesting, prior to its conclusion, the
lack of proper notice shall be deemed conclusively to have waived
notice of the meeting.
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ARTICLE V
OFFICERS
14A:6-15(1) 1. Election.--At its regular meeting following the annual
meeting of shareholders, the Board shall elect a president, a
treasurer, a secretary, and it may elect such other officers,
including one or more vice presidents, as it shall
14A:6-15(2) deem necessary. One person may hold two or more offices.
14A:6-15(4) 2. Duties and Authority of President.--The president
shall be chief executive officer of the Corporation. Subject only to
the authority of the Board, he shall have general charge and
supervision over, and responsibility for, the business and affairs
of the Corporation. Unless otherwise directed by the Board, all
other officers shall be subject to the authority and supervision of
the president. The president may enter into and execute in the name
of the Corporation contracts or other instruments in the regular
course of business or contracts or other instruments not in the
regular course of business which are authorized, either generally or
specifically, by the Board. He shall have the general powers and
duties of management usually vested in the office of president of a
corporation.
14A:6-15(4) 3. Duties and Authority of Vice President.--The vice
president shall perform such duties and have such authority as from
time to time may be delegated to him by the president
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or by the Board. In the absence of the president or in the event of
his death, inability, or refusal to act, the vice president shall
perform the duties and be vested with the authority of the
president.
14A:6-15(4) 4. Duties and Authority of Treasurer.--The treasurer
shall have the custody of the funds and securities of the
Corporation and shall keep or cause to be kept regular books of
account for the Corporation. The treasurer shall perform such other
duties and possess such other powers as are incident to that office
or as shall be assigned by the president or the Board.
14A:6-15(4) 5. Duties and Authority of Secretary.--The secretary
shall cause notices of all meetings to be served as prescribed in
these by-laws and shall keep or cause to be kept the minutes of all
meetings of the shareholders and the Board. The secretary shall have
charge of the seal of the Corporation. The secretary shall perform
such other duties and possess such other powers as are incident to
that office or as are assigned by the president or the Board.
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ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS;
FISCAL YEAR
1. Force and Effect of By-laws.--These by-laws are subject to
the provisions of the New Jersey Business Corporation Act and the
Corporation's certificate of incorporation, as it may be amended
from time to time. If any provision in these by-laws is inconsistent
with a provision in that Act or the certificate of incorporation,
the provision of that Act or the certificate of incorporation shall
govern.
2. Wherever in these by-laws references are made to more than
one incorporator, director or shareholder, they shall, if this is a
sole incorporator, director, shareholder corporation, be construed
to mean the solitary person; and all provisions dealing with the
quantum of majorities or quorums shall be deemed to mean the action
by the one person constituting the corporation.
14A:2-9(1) 3. Amendments to By-laws.--These by-laws may be altered,
amended or repealed by the shareholders or the Board. Any by-law
adopted, amended or repealed by the shareholders may be amended or
repealed by the Board, unless the resolution of the shareholders
adopting such by-law expressly reserves to the shareholders the
right to amend or repeal it.
4. Fiscal Year.--The fiscal year of the Corporation shall begin
on the first day of __________ of each year.
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ARTICLE VII - INDEMNIFICATION
Section 1. Definitions.
For purposes of this Article VII the following definitions, as
well as all other definitions set forth in N.J.S.A. 14A:3-5 shall
apply:
a. "Corporate Agent" shall mean any person who is or was a
director, officer, employee or agent of the indemnifying corporation
in consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving
as such at the request of the indemnifying corporation, or of any
such constituent corporation, or the legal representative of any
such director, officer, trustee, employee or agent. Furthermore, any
Corporate Agent also serving as a "fiduciary" of an employee benefit
plan governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974" (ERISA) as amended from time to time,
shall serve in such capacity as a Corporate Agent, if the
corporation shall have requested any such person to serve.
Additionally, the corporation shall be deemed to have requested such
person to serve as a fiduciary of an employee benefit plan, only
where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services
by, such person to the plan or participants or beneficiaries of the
plan.
b. "Other Enterprise" shall mean any domestic or foreign
corporation other than the indemnifying corporation, and any
partnership, joint venture, sole proprietorship, trust or other
enterprise, (including employee benefit plans governed by ERISA)
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whether or not for profit served by a Corporate Agent.
Section 2. Indemnification.
a. Any Corporate Agent shall be indemnified by the corporation
to the full extent permitted by N.J.S.A. 14A:3-5 in connection with
any proceeding involving the Corporate Agent by reason of his being
or having been such a Corporate Agent.
b. Any Corporate Agent may be insured by insurance purchased
and maintained by the corporation against any expenses incurred in
any proceeding and any liabilities asserted against him in his
capacity as Corporate Agent, whether or not the corporation would
have the power to indemnify him against such liability.
ARTICLE VIII -- LOANS TO AND GUARANTEES
OF OBLIGATIONS OF OFFICERS, DIRECTORS AND EMPLOYEES
This corporation may lend money to, or guarantee any obligation
of, or otherwise assist, any officer or other employee of this
corporation or of any subsidiary, even if said officer or other
employee is also a Director of this corporation or of any
subsidiary, whenever, in the judgment of the directors, such loan,
guarantee or assistance may reasonably be expected to benefit the
corporation. Such loan, guarantee or assistance, if made to an
officer or employee who is also a Director, must be authorized by a
majority of the entire Board of Directors of this corporation. Any
such loan, guarantee or other assistance may be made with or without
interest, and may be unsecured, or secured in such manner as the
board of directors shall approve, including, without limitation, a
pledge of shares of this corporation, and may be made upon such
other terms and conditions as the board may determine. The proceeds
of any such loan may be applied to the purchase of
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shares of the corporation and any shares so purchased shall be
deemed to be fully paid and non-assessable.
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