BY-LAWS
OF
ARAMARK CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE -- The registered office of the corporation
shall be established and maintained at the office of The Corporation Trust
Company at 1209 Orange Street in the City of Wilmington,in the County of New
Castle, in the State of Delaware, and said corporation shall be the registered
agent of this corporation in charge thereof, unless otherwise established by
the Board of Directors and a certificate certifying the change is filed in the
manner provided by statute.
SECTION 2. OTHER OFFICES -- The corporation may also have offices in the
City of Philadelphia, Commonwealth of Pennsylvania, and also offices at such
other place or places as the Board of Directors may from time to time appoint
or as the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS -- All meetings of the stockholders shall
be held in the offices of the corporation in Philadelphia, Pennsylvania, or at
such other place as shall be determined by the Board of Directors and stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETING -- An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix. [ A meeting shall be held within thirteen
months subsequent to the date of the last annual meeting of stockholders.]
SECTION 3. SPECIAL MEETINGS -- Special meetings of the stockholders, for
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Board of Directors or the Chief Executive Officer. Such meetings shall
be held at the place, on the date and at the time as they or he shall fix.
Business transacted at all special meetings shall be confined to the purpose
or purposes stated in the notice.
SECTION 4. NOTICE OF MEETINGS -- Written notice of the place, date, and
time of the meeting, and the general nature of business to be considered,
shall be given, not less than ten nor more than sixty days before the date on
which the meeting is to be held, to each stockholder entitled to vote there
at, except as otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General Corporation
Law or the Certificate of Incorporation of the corporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting; but only those
stockholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof, unless the Board
of Directors shall fix a new record date for the adjourned meeting pursuant to
these By-Laws.
SECTION 5. QUORUM -- At any meeting of the stockholders, the holders of
a majority of the voting rights of all of the shares of capital stock issued
and outstanding and entitled to vote thereat, represented in person by proxy,
shall constitute a quorum for all purposes, unless or except, and to the
extent that, the presence of a larger number may be required by law or these
By-Laws. Shares of stock represented by a limited proxy (i.e., a proxy that by
its terms, withholds authority or does not empower its holder to vote on any
or all of the proposals to be considered at a meeting) contribute to the
establishment of a quorum at that meeting for all purposes.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the voting rights of the shares of
stock entitled to vote who are present, in person or by proxy, may adjourn the
meeting to another place, date, or time.
If a notice of any adjourned meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting, provided that they represent at least one
third of the voting rights of the shares entitled to vote at such meeting
shall constitute a quorum, and all matters shall be determined by a majority
of the votes cast at such meeting (unless a larger majority is required by the
Certificate of Incorporation).
SECTION 6. ORGANIZATION -- Such person as the Board of Directors may
have designated or, in the absence of, or upon the failure so to delegate,
such a person, the Chief Executive Officer of the corporation or, in his
absence, such person as maybe chosen by the holders of a majority of the
voting rights of the shares entitled to vote who are present, in person or by
proxy, at any meeting, shall call to order any meeting of the stockholders and
act as chairman of the meeting. In the absence of the Secretary of the
corporation, the secretary of the meeting shall be such person as the chairman
appoints.
SECTION 7. CONDUCT OF BUSINESS -- The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.
SECTION 8. PROXIES AND VOTING -- At any meeting of the stockholders
every stockholder entitled to vote may vote in person or by proxy authorized
by an instrument in writing filed in accordance with the procedure established
for the meeting and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period.
Each stockholder shall be entitled to vote, in accordance with the
provisions of the Certificate of Incorporation relating to shares of stock,
the shares of stock registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
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All voting, including on the election of directors but excepting where
otherwise required herein or by law, may be by a stock vote. Every stock vote
shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. Every vote taken by ballots
shall be counted by an inspector or inspectors appointed by the Board of
Directors in advance of the meeting or in the absence of, or upon the failure
so to appoint, such person or persons, then by an inspector or inspectors
appointed by the chairman of the meeting.
When a quorum is present at any meeting, the vote of the holders of a
majority of the votes of the shares having voting power represented in person
or by proxy at the meeting and entitled to vote on any question brought before
such meeting shall decide such question, unless the question is one upon
which, by express provision of law, or these By-Laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Shares represented by a limited proxy (i.e., a
proxy that by its terms, withholds authority or does not empower the holder to
vote on a particular proposal) will not be considered as part of the voting
power present and entitled to vote with respect to that proposal for
determining whether the proposal has a majority (or other required percentage)
approval of the voting power present and entitled to vote. Abstentions
(whether in person or by proxy) are counted as voting power present and
entitled to vote on any proposal to which they relate.
SECTION 9. STOCK LIST -- A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.
SECTION 10. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING -- Any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so 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. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER -- Except as otherwise provided in the Certificate of
Incorporation, the number of directors who shall constitute the whole board
shall be not less than nine or more than nineteen.
SECTION 2. ELECTION AND TERM -- Except as provided in Section 3 of this
Article III or as otherwise provided in the Certificate of Incorporation,
directors shall be elected at the annual meeting of the stockholders, and each
director shall be elected to serve until the next annual meeting and until his
successor shall be elected and shall qualify.
SECTION 3. RESIGNATION AND VACANCIES -- Any director or member of a
committee may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein and if no time is
specified, at the time of its receipt by the Chief Executive Officer or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by vote of the
directors then in office though less than a quorum.
SECTION 4. INCREASE OF NUMBER -- The number of directors may be fixed or
increased by resolution of the Board of Directors, subject to the provisions
of the Certificate of Incorporation.
SECTION 5. COMMITTEES -- The Board of Directors may designate one or
more committees, each committee to consist of one or more directors of the
corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.
SECTION 6. MEETINGS -- The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders;
or the time and place of such meeting may be fixed by consent of all the
directors.
Regular meetings of the Board of Directors may be held without notice at
such places and times as shall be determined from time to time by resolution
of the Board of Directors. Special meetings of the Board of Directors may be
called by the Chief Executive Officer or by the Secretary and shall be called
by them on the written request of any two directors. Notice of the place,
date, and time of each such special meeting shall be given each director by
whom it is not waived by mailing written notice not less than five days before
the meeting or by telephoning, telecopying or telegraphing the same not less
than twenty-four hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.
Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors
(whether regular or special), or any committee, by means of conference
telephone calls or by means of similar communications equipment by which all
persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
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SECTION 7. QUORUM -- A majority of the directors in office shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned. The vote 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 unless the Certificate of
Incorporation or these By-Laws shall require the vote of a greater number.
SECTION 8. COMPENSATION -- Directors shall be entitled to such
compensation and fees (including reimbursement of reasonable expenses) for
their services as directors or as members of committees as shall be authorized
by resolution of the Board. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.
SECTION 9. ACTION WITHOUT MEETING -- Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee
designated by the Board of Directors, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
SECTION 10. POWERS -- The Board of Directors shall have full power to
manage the business and affairs of the Corporation; and all powers of the
corporation, except those specifically reserved or granted to the stockholders
by statute, the Certificate of Incorporation or these By-Laws, are hereby
granted to and vested in the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS -- The officers of the corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors and shall
hold office until their successors are elected and qualified. In addition, the
Board of Directors may elect a Chairman and a Vice-Chairman of the Board of
Directors and such Assistant Secretaries and Assistant Treasurers as it may
deem proper. Except for the Chief Executive Officer, none of the officers of
the corporation need be directors. The officers shall be elected at the first
meeting of the Board of Directors after each annual meeting. Two or more
offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS -- The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall
hold office for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN -- The Chairman of the Board of Directors, if one is
elected, shall preside at all meetings of the Board of Directors, and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
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SECTION 4. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer must
at all times be a stockholder of the corporation and a member of the Board of
Directors. He shall be, as Chief Executive Officer of the corporation,
responsible for the general supervision of the business and affairs of the
corporation and, except as set forth in these By-Laws or a resolution of the
Board of Directors, of the corporation's other officers, and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors. He may sign, execute and acknowledge, in the name of the
corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly and exclusively delegated by the Board of
Directors, or by these By-Laws, to some other officer or agent of the
corporation; and, in general, shall perform all duties incident to the office
of Chief Executive Officer, and such other duties as from time to time may be
assigned to him by the Board of Directors.
SECTION 5. PRESIDENT -- The President shall have such powers and shall
perform such duties as from time to time shall be assigned to him by the Chief
Executive Officer or the Board of Directors.
SECTION 6. VICE-PRESIDENTS -- Each Vice-President shall have such powers
and shall perform such duties as from time to time shall be assigned to him by
the Chief Executive Officer or the Board of Directors.
SECTION 7. TREASURER -- The Treasurer shall provide for the custody of
the corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
collect and deposit all moneys and other valuables in the name and to the
credit of the corporation in such depositaries as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the Chief Executive Officer, taking
proper vouchers for such disbursements. He shall render to the Chief Executive
Officer, and the Board of Directors at meetings of the Board of Directors, or
whenever the directors may request it, an account of all his transactions as
Treasurer and of the financial condition of the corporation. If required by
the Board of Directors, he shall give the corporation a bond for the faithful
discharge of his duties in such amount and with such surety as the Board of
Directors shall prescribe.
SECTION 8. SECRETARY -- The Secretary shall be present at and give, or
cause to be given, notice of all meetings of stockholders and directors, and
all other notices required by law or by these By-Laws, and in case of his
absence or refusal or neglect so to do, any such notice may be given by any
Assistant Secretary or by any person thereunto directed by the Chief Executive
Officer, or by the Board of Directors. He shall record all the proceedings of
the meetings of the corporation and of the Board of Directors in books to be
kept for such purpose, and shall perform such other duties as may be assigned
to him by the Chief Executive Officer or the Board of Directors. He shall have
the custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the Board of Directors or the
Chief Executive Officer, and attest the same.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant
Treasurers and Assistant Secretaries, if any, shall have such powers and shall
perform such duties as shall be assigned to them, respectively, by the Chief
Executive Officer or by the Board of Directors.
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ARTICLE V
GENERAL PROVISIONS
SECTION 1. CERTIFICATES OF STOCK -- The stock of the corporation shall
be represented by certificates unless the Board of Directors shall by
resolution provide that some or all of any class or series of stock shall be
uncertificated shares.
SECTION 2. LOST CERTIFICATES -- Unless otherwise provided by the
Certificate of Incorporation, a new certificate of stock may be issued in the
place of any certificate theretofore issued by the corporation alleged to have
been lost, stolen, destroyed or mutilated, and (in the case of any certificate
alleged to be lost, stolen or destroyed) the Board of Directors may, in its
discretion, require the owner thereof or his legal representatives, to give
the corporation a bond, in such sum as the Board of Directors may direct, not
exceeding double the value of the stock, or to indemnify the corporation
against any claim that may be made against it with respect to any such
certificate, prior to the issuance of any new certificate.
SECTION 3. TRANSFER OF SHARES -- Transfers of stock shall be upon the
stock transfer books of the corporation kept at an office of the corporation
or by transfer agents designated to transfer shares of the corporation.
SECTION 4. STOCKHOLDER RECORD DATE -- 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 other lawful action, the Board of Directors may fix
a record date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any such
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to an adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. DIVIDENDS -- Subject to the provisions of law and the
provisions of the Certificate of Incorporation or any resolution or
resolutions adopted by the Board of Directors pursuant to authority expressly
vested in it by the Certificate of Incorporation and Section 151 of the
Delaware General Corporation Law, the Board of Directors may, out of funds
legally available therefor at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when it deems
expedient. Before declaring any dividend there may be set apart out of any
funds of the corporation legally available for dividends, such sum or sums as
the Board of Directors from time to time in its discretion deem proper for
working capital, future capital needs or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem appropriate or in the interests of the
corporation.
SECTION 6. SEAL -- The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE". Such seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 7. FACSIMILE SIGNATURES -- In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
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SECTION 8. RELIANCE UPON BOOKS, REPORTS AND RECORDS -- Each director,
each member of any committee designated by the Board of Directors, and each
officer of the corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records
of the corporation, including reports made to the corporation by any of its
officers, by an independent certified public accountant, or by an appraiser
selected with reasonable care.
SECTION 9. FISCAL YEAR -- The fiscal year of the corporation shall end
on the Friday nearest September 30 in each year, and shall be subject to
change, by resolution of the Board of Directors.
SECTION 10. CHECKS -- All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of
the corporation, and in such manner, as shall be determined from time to time
by resolution of the Board of Directors.
SECTION 11. NOTICE AND WAIVER OF NOTICE -- Except as otherwise provided
in this Section 11, whenever any notice is required by these By-Laws to be
given, personal notice is not meant unless expressly so stated, and any notice
so required shall be deemed to be sufficient if given by depositing the same
in the United States mail, postage prepaid, addressed to the person entitled
thereto at his address as it appears on the records of the corporation, and
such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of
any meetings except as otherwise provided by law. Whenever any notice is
required with respect to a special meeting of the Board of Directors, any
notice so required shall be deemed received when given, if given by telegram,
telex, telecopy or similar form of telecommunication, and sent to the last
known address (business or residence) of each director entitled to such
notice.
Whenever any notice is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation or these
By-Laws, a waiver thereof in writing, or by telegraph, telex, telecopy, cable
or other means, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE VI
AMENDMENTS
These By-Laws may be made, altered, amended, changed, added to or
repealed by the Board of Directors to the extent provided in the Certificate
of Incorporation.
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ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person who was or is made a party or is threatened to be made a
party to or is involuntarily involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative ("proceeding"), by
reason of the fact that he or a person of whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer or representative or in any other capacity while serving as
a director, officer or representative, shall be indemnified and held harmless
by the corporation to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expenses, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith; provided,
however, that the corporation shall indemnify any such person seeking
indemnity in connection with an action, suit or proceeding (or part thereof)
initiated by such person only if such action, suit or proceeding (or part
thereof) was authorized by the Board of Directors. Such right shall be a
contract right and shall include the right to be paid by the corporation
expenses incurred in defending any such proceeding in advance of its final
disposition upon delivery to the corporation of an undertaking, by or on
behalf of such person, to repay all amounts so advanced if it should be
determined ultimately that such person is not entitled to be indemnified under
this section or otherwise.
If a claim under this section is not paid in full by the corporation
within ninety days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for the corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
claimant had not met the applicable standard of conduct.
The rights conferred by this section shall not be exclusive of any other
right which such persons may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.
The corporation may maintain insurance, at its expense, to protect
itself and any director, officer or representative against any such expense,
liability or loss, whether or not the corporation would have the power to
indemnify him against such expense, liability or loss under the Delaware
General Corporation Law.
As amended May 12, 1998
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