TAM RESTAURANTS, INC.
BY-LAWS
ARTICLE I
OFFICES
1. The location of the registered office of the Corporation in
the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle, and the name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.
2. The Corporation shall in addition to its registered office
in the State of Delaware establish and maintain an office or offices at such
place or places as the Board of Directors may from time to time find necessary
or desirable.
ARTICLE II
CORPORATE SEAL
The corporate seal of the Corporation shall have inscribed
thereon the name of the Corporation and may be in such form as the Board of
Directors may determine. Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
ARTICLE III
MEETINGS OF STOCKHOLDERS
1. All meetings of the stockholders shall be held at the
registered office of the Corporation in the State of Delaware or at such other
place as shall be determined from time to time by the Board of Directors.
2. The annual meeting of stockholders shall be held on such
day and at such time as may be determined from time to time by resolution of the
Board of Directors, when they shall elect by plurality vote, a Board of
Directors to hold office until the annual meeting of stockholders held next
after their election and their successors are respectively elected and qualified
or until their earlier resignation or removal. Any other proper business may be
transacted at the annual meeting.
3. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise expressly provided by statute, 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 entitled to vote thereat, 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 (except as otherwise provided by statute). 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.
4. At all meetings of the stockholders each stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date not
more than three years prior to said meeting, unless such instrument provides for
a longer period.
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5. At each meeting of the stockholders each stockholder shall
have one vote for each share of capital stock having voting power, registered in
his name on the books of the Corporation at the record date fixed in accordance
with these By-law, or otherwise determined, with respect to such meeting. Except
as otherwise expressly provided by statute, by the Certificate of Incorporation
or by these By-laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the number of shares of stock
present in person or represented by proxy at such meeting and entitled to vote
thereat, a quorum being present.
6. Notice of each meeting of the stockholders shall be mailed
to each stockholder entitled to vote thereat not less than 10 nor more than 60
days before the date of the meeting. Such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purposes for
which the meeting is called.
7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the President
or by the Board of Directors, and shall be called by the Secretary at the
request in writing of stockholders owning at least ten percent (10%) of the
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request by stockholders shall state the purpose or
purposes of the proposed meeting.
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8. Business transacted at each special meeting shall be
confined to the purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of stockholders shall
be determined by the presiding officer.
ARTICLE IV
DIRECTORS
1. The business and affairs of the Corporation shall be
managed under the direction of a Board of Directors, which may exercise all such
powers and authority for and on behalf of the Corporation as shall be permitted
by law, the Certificate of Incorporation or these By-laws. Each of the directors
shall hold office until the next annual meeting of stockholders and until his
successor has been elected and qualified or until his earlier resignation or
removal.
2. The Board is empowered to appoint a Chairman of the Board
of Directors. The Chairman shall act as chairman of all meetings of the Board of
Directors and at all special and annual meetings of stockholders, and shall have
control over the agenda of such meetings, all in accordance with the provisions
of these By-laws and the Certificate of Incorporation. The Chairman shall
perform such other duties as may from time to time be assigned to him by the
Board.
3. The Board of Directors may hold their meetings within or
outside of the State of Delaware, at such place or places as it may from time to
time determine.
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4. The number of directors comprising the Board of Directors
shall be such number as may be from time to time fixed by resolution of the
Board of Directors. In case of any increase, the Board shall have power to elect
each additional director to hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or his earlier
resignation or removal. Any decrease in the number of directors shall take
effect at the time of such action by the Board only to the extent that vacancies
then exist; to the extent that such decrease exceeds the number of such
vacancies, the decrease shall not become effective, except as further vacancies
may thereafter occur, until the time of and in connection with the election of
directors at the next succeeding annual meeting of the stockholders.
5. If the office of any director becomes vacant, by reason of
death, resignation, disqualification or otherwise, a majority of the directors
then in office, although less than a quorum, may fill the vacancy by electing a
successor who shall hold office until the next annual meeting of stockholders
and until his successor is elected and qualified or his earlier resignation or
removal.
6. Any director may resign at any time by giving written
notice of his resignation to the Board of Directors. Any such resignation shall
take effect upon receipt thereof by the Board, or at such later date as may be
specified therein. Any such notice to the Board shall be addressed to it in care
of the Secretary.
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7. Except where the Certificate of Incorporation contains
provisions authorizing cumulative voting or the election of one or more
directors by class or their election by holders of bonds, or requires all action
by stockholders to be by a greater vote, any director or the entire Board of
Directors may be removed, (a) either for or without cause, at any time, by vote
of the stockholders holding a majority of the outstanding stock of the
corporation entitled to vote, present in person or by proxy, at any special
meeting of the stockholders or by written consent of all of the stockholders
entitled to vote, or (b) for cause, by action of the Board of Directors at any
regular or special meeting of the Board of Directors. A vacancy or vacancies
occurring from such removal may be filled at the special meeting of stockholders
or at a regular or special meeting of the Board of Directors.
ARTICLE V
COMMITTEES OF DIRECTORS
1. By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee and one or more other
committees, each such committee to consist of one or more directors of the
Corporation. The Executive Committee shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation (except as otherwise expressly limited by statute), including the
power and authority to declare dividends and to authorize the issuance of stock,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Each such committee shall have such of the powers and authority
of the
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Board as may be provided from time to time in resolutions adopted by a majority
of the whole Board.
2. The requirements with respect to the manner in which the
Executive Committee and each such other committee shall hold meetings and take
actions shall be set forth in the resolutions of the Board of Directors
designating the Executive Committee or such other committee.
ARTICLE VI
COMPENSATION OF DIRECTORS
The directors shall receive such compensation for their
services as may be authorized by resolution of the Board of Directors, which
compensation may include an annual fee and a fixed sum for expense of attendance
at regular or special meetings of the Board or any committee thereof. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE VII
MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING
1. Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State of
Delaware, as may be determined from time to time by resolution of the Board.
2. Special meetings of the Board of Directors shall be held
whenever called by the President of the Corporation or the Board of Directors on
at least 24 hours' notice to each director. Except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these By-laws, the purpose or
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purposes of any such special meeting need not be stated in such notice, although
the time and place of the meeting shall be stated.
3. At all meetings of the Board of Directors, the presence in
person of a majority of the members of the Board of Directors shall be necessary
and sufficient to constitute a quorum for the transaction of business, and,
except as otherwise provided by statute, by the Certificate of Incorporation or
by these By-laws, if a quorum shall be present the act of a majority of the
directors present shall be the act of the Board.
4. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if all the members of the Board or such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of committee. Any director may participate
in a meeting of the Board, or any committee designated by the Board, by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this sentence shall constitute presence in person at such
meeting.
ARTICLE VIII
OFFICERS
1. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, a President, one or
more Vice Presidents, a Secretary, a Chief Financial Officer and a Treasurer.
The Board may also choose one or more Assistant Secretaries and Assistant
Treasurers, and such
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other officers as it shall deem necessary. Any number of offices may be held by
the same person.
2. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors, or in such manner as the Board may prescribe.
3. The officers of the Corporation shall hold office until
their successors are elected and qualified, or until their earlier resignation
or removal. Any officer may be at any time removed from office by the Board of
Directors, with or without cause. If the office of any officer becomes vacant
for any reason, the vacancy may be filled by the Board of Directors.
4. Any officer may resign at any time by giving written notice
of his resignation to the Board of Directors. Any such resignation shall take
effect upon receipt thereof by the Board or at such later date as may be
specified therein. Any such notice to the Board shall be addressed to it in care
of the Secretary.
ARTICLE IX
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall have general supervision and
direction of the business and affairs of the Corporation, subject, however, to
the direction and control of the Board. The Chief Executive Officer may sign and
execute in the name of the Corporation deeds, mortgages, bond, contracts or
other instruments. He shall perform all duties incident to the office of the
Chief Executive Officer and shall, when requested, counsel with and advise the
other officers of the Corporation and shall perform such other duties as the
Board may from time to time determine.
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ARTICLE X
PRESIDENT
The President shall be the chief operating officer of the
Corporation. Subject to the supervision and direction of the Board of Directors,
he shall be responsible for managing the day to day affairs of the Corporation.
He shall have supervision and direction of all of the several officers, agents
and employees of the Corporation, subject, however, to the direction and control
of the Board. The President may sign and execute in the name of the Corporation
deeds, mortgages, bond, contracts or other instruments. He shall perform all
duties incident to the office of the President and shall, when requested,
counsel with and advise the other officers of the Corporation and shall perform
such other duties as the Board may from time to time determine.
ARTICLE XI
VICE PRESIDENTS
The Vice Presidents shall have such powers and duties as may
be delegated to them by the Chief Executive Officer or by the President.
ARTICLE XII
SECRETARY AND ASSISTANT SECRETARY
1. The Secretary shall attend all meetings of the Board of
Directors and of the stockholders, and shall record the minutes of all
proceedings in a book to be kept for that purpose. He shall perform like duties
for the committees of the Board when required.
2. The Secretary shall give, or cause to be given, notice of
meetings of the stockholders, of the Board of Directors
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and of the committees of the Board. He shall keep in safe custody the seal of
the Corporation, and when authorized by the President, an Executive Vice
President or a Vice President, shall affix the same to any instrument requiring
it, and when so affixed it shall be attested by his signature or by the
signature of an Assistant Secretary. He shall have such other powers and duties
as may be delegated to him by the Chief Executive Officer or by the President.
3. The Assistant Secretary shall, in case of the absence of
the Secretary, perform the duties and exercise the powers of the Secretary, and
shall have such other powers and duties as may be delegated to them by the Chief
Executive Officer or by the President.
ARTICLE XIII
CHIEF FINANCIAL OFFICER
1. The Chief Financial Officer shall have the custody of the
corporate funds and securities, and shall deposit or cause to be deposited under
his direction all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors or pursuant to authority granted by it. He shall render to the
President and the Board whenever they may require it an account of all his
transactions as Chief Financial Officer and of the financial condition of the
Corporation. He shall have such other powers and duties as may be delegated to
him by the Chief Executive Officer or by the President.
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ARTICLE XIV
TREASURER AND ASSISTANT TREASURER
1. The Treasurer shall assist the Chief Financial Officer in
discharging his responsibilities and shall have such other powers and duties as
may be delegated to him by the Chief Executive Officer, the President or the
Chief Financial Officer.
2. The Assistant Treasurer shall, in case of the absence of
the Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall have such other powers and duties as may be delegated to him by the Chief
Executive Officer, the President or the Chief Financial Officer.
ARTICLE XV
The share register, accounting books and records and minutes of
proceedings of the stockholders, the Board and committees of the Board shall be
open to inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours, upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
stockholder or holder of voting trust certificate. Inspection and copying may be
made in person, by agent, or by attorney.
Stockholders shall also have the right to inspect the original or
certified copy of these By-Laws, as amended to date, kept at the corporation's
principal executive office, at all reasonable times during business hours.
ARTICLE XVI
CERTIFICATES OF STOCK
The certificates of stock of the Corporation shall be
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numbered and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the President or an Executive Vice President or Vice President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary.
ARTICLE XVII
CHECKS
All checks, drafts and other orders for the payment of money
and all promissory notes and other evidences of indebtedness of the Corporation
shall be signed by such officer or officers or such other person as may be
designated by the Board of Directors or pursuant to authority granted by it.
ARTICLE XVIII
FISCAL YEAR
The fiscal year of the Corporation shall be as determined from
time to time by resolution duly adopted by the Board of Directors.
ARTICLE XIX
NOTICES AND WAIVERS
1. Whenever by statute, by the Certificate of Incorporation or
by these By-laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal notice,
but such notice may be given in writing, by mail, by depositing the same in the
United States mail, postage prepaid, directed to such stockholder or director at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to be given at the time when the same
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shall be thus deposited. Notice of regular or special meetings of the Board of
Directors may also be given to any director by telephone or by telex, telegraph
or cable, and in the latter event the notice shall be deemed to be given at the
time such notice, addressed to such director at the address hereinabove
provided, is transmitted by telex (with confirmed answerback), or delivered to
and accepted by an authorized telegraph or cable office.
2. Whenever by statute, by the Certificate of Incorporation or
by these By-laws a notice is required to be given, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of any stockholder or
director at any meeting thereof shall constitute a waiver of notice of such
meeting by such stockholder or director, as the case may be, except as otherwise
provided by statute.
ARTICLE XX
INDEMNIFICATION
All persons who the Corporation is empowered to indemnify
pursuant to the provisions of Section 145 of the General Corporation Law of the
State of Delaware (or any similar provision or provisions of applicable law at
the time in effect) shall be indemnified by the Corporation to the full extent
permitted thereby. The foregoing right of indemnification shall not be deemed to
be exclusive of any other such rights to which those seeking indemnification
from the Corporation may be entitled, including, but not limited to, any rights
of indemnification to which they may be entitled pursuant to any agreement,
insurance
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policy, other by-law or charter provision, vote of stockholders or directors, or
otherwise. No repeal or amendment of this Article shall adversely affect any
rights of any person pursuant to this Article which existed at the time of such
repeal or amendment with respect to acts or omissions occurring prior to such
repeal or amendment.
ARTICLE XXI
ALTERATION OF BY-LAWS
The By-laws of the Corporation may be altered, amended or
repealed, and new By-laws may be adopted, by the stockholders or by the Board of
Directors.
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