EXHIBIT 3.6
BYLAWS
OF
HOMETOWN BUFFET, INC.
ARTICLE I
STOCKHOLDERS MEETINGS AND VOTING
1.1 Annual Meeting. An annual meeting of the stockholders shall be held
on the second Tuesday in May of each year at 3:00 p.m., unless a different date
or time is fixed by the Board of Directors and stated in the notice of the
meeting; provided, however, that no such annual meeting shall be required if
written consent electing directors in lieu of an annual meeting is signed by all
of the stockholders entitled to vote. Failure to hold an annual meeting or to
sign a written consent as required by this Article 1.1 shall not affect the
validity of any corporate action.
1.2 Special Meetings. Special meetings of the stockholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board, the President or the Board of Directors and shall be called by the
Chairman of the Board or the President upon the written demand of the holders of
not less than one-tenth of all the votes entitled to be cast on any issue
proposed to be considered at the meeting. The demand shall describe the purposes
for which the meeting is to be held and shall be signed, dated and delivered to
the Secretary.
1.3 Place of Meetings. Meetings of the stockholders shall be held at
any place in or out of Delaware designated by the Board of Directors. If a
meeting place is not designated by the Board of Directors, the meeting shall be
held at the Corporation's principal office.
1.4 Notice of Meetings. Written or printed notice stating the date,
time and place of the stockholders meeting and, in the case of a special meeting
or a meeting for which special notice is requited by law, the purposes for which
the meeting is called, shall be delivered by the Corporation to each stockholder
entitled to vote at the meeting and, if required by law, to any other
stockholders entitled to receive notice, not earlier than 60 days nor later than
10 days before the meeting date. If mailed, the notice shall be deemed delivered
when deposited in the United States mail, postage prepaid, directed to the
stockholder at the stockholder's address shown in the Corporation's record of
stockholders.
1.5 Waiver of Notice. A stockholder may at any time waive any notice
required by law, these Bylaws or the Certificate of Incorporation. The waiver
shall be in writing, be signed by the stockholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A stockholder's attendance at a meeting constitutes a waiver
of notice of such meeting; except when the person attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
1.6 Fixing of Record Date.
(1) 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, in advance, a record date,
which shall not be earlier than 60 or later than 10 days before the date of such
meeting, nor more than 60 days prior to any other action.
(2) If no record date is fixed:
(i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.
(ii) The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed.
(iii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(3) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
1.7 Stockholders List for Meeting. After a record date for a meeting of
stockholders is fixed and at least 10 days before any such meeting, the
Corporation shall prepare an alphabetical list of all stockholders entitled to
vote at the stockholder meeting. The list shall be arranged by voting group and,
within each voting group, by class or series of shares, and it shall show the
address of and number of shares held by each stockholder. The stockholders list
shall be available for inspection by any stockholder, upon proper demand as may
be required by law, for any purpose germane to the meeting during ordinary
business hours for a period of at least 10 days prior to the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
stockholders list available at the meeting, and any stockholder or the
stockholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the stockholders list does not affect the validity of action
taken at the meeting except that upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.
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1.8 Quorum; Adjournment.
(1) Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.
(2) A majority of votes represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a different
time and place without further notice to any stockholder of any adjournment,
except that notice is required if a new record date is or must be set for the
adjourned meeting or if the adjournment is for more than 30 days. At an
adjourned meeting at which a quorum is present, any business may be transacted
that might have been transacted at the meeting originally held.
(3) Once a share is represented for any purpose at a meeting,
it shall be present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
the adjourned meeting. A new record date must be set if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
1.9 Voting Requirements; Action Without Meeting.
(1) If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless a greater number of affirmative votes is required by law or the
Certificate of Incorporation. Unless otherwise provided in the Certificate of
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.
(2) Action required or permitted by law to be taken at a
stockholders meeting may be taken without a meeting if one or more written
consents describing the action taken, signed by the stockholders 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 is delivered to the Secretary for inclusion in the minutes for
filing with the corporate records. Stockholder action taken by written consent
is effective when the last stockholder signs the consent, unless the consent
specifies an earlier or later effective date. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless within sixty (60) days of the earliest date consent delivered in the
required manner to the Corporation, written consent signed by a sufficient
number of holders to take action are delivered to the Corporation. 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. If the action which is consented to is such as would have required the
filing of a certificate under any section of the General Corporation Law of
Delaware if such action had been voted on by stockholders at a meeting thereof,
then the certificate filed under such section shall state, in lieu of any
statement required by such section concerning any vote of stockholders, that
written notice
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and written consent have been given as provided in Section 228 of the General
Corporation Law of Delaware.
1.10 Proxies. A stockholder may vote shares in person or by proxy. A
stockholder may appoint a proxy by signing an appointment form either personally
or by the stockholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes, but no proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. An appointment is
revocable by the stockholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest
sufficient in law to support an irrevocable power.
1.11 Meeting by Telephone Conference. Stockholders may participate in
an annual or special meeting by, or conduct the meeting through, use of any
means of communications by which all stockholders participating may
simultaneously hear each other during the meeting, except that no meeting for
which a written notice is sent to stockholders may be conducted by this means
unless the notice states that participation in this manner is permitted and
describes how any stockholder desiring to participate in this manner may notify
the Corporation. Participation in a meeting by this means shall constitute
presence in person at the meeting.
ARTICLE II
BOARD OF DIRECTORS
2.1 Duties of Board of Directors. All corporate powers of the
Corporation shall be exercised by or under the Authority of its Board of
Directors; the business and affairs of the Corporation shall be managed under
the direction of its Board of Directors.
2.2 Number, Term and Qualification. The number of directors of the
Corporation shall be at least two and no more than nine. Within this range, the
initial number of directors shall be two, and the number of directors shall
otherwise be determined from time to time by the Board of Directors. The term of
a director shall expire at the next annual meeting of stockholders after his or
her election. No reduction in the number of directors shall shorten the term of
any incumbent director. Despite the expiration of a director's term, the
director shall continue to serve until the director's successor is elected and
qualified or the number of directors is decreased. Directors need not be
residents of Delaware or stockholders of the Corporation.
2.3 Regular Meetings. A regular meeting of the Board of Directors shall
be held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders or, if a written consent electing
directors in lieu of an annual meeting is signed by all stockholders entitled to
vote, shall be held as soon as practicable following the execution of such
written consent at such time and place as the Chairman of the Board or the
President may determine; provided, however, that no such regular meeting of the
Board of Directors shall be required if a written consent in lieu of such
regular meeting is signed by all the directors. The Board of Directors may
provide by resolution the
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time and place for the holding of additional regular meetings in or out of
Delaware without notice other than the resolution.
2.4 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the President or any
two directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place in or out of Delaware as the place for
holding any special meeting of the Board of Directors called by them.
2.5 Notice. Notice of the date, time and place of any special meeting
of the Board of Directors shall be given at least 24 hours prior to the meeting
by notice communicated in person, by telephone, telegraph, teletype, other form
of wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Certificate of Incorporation.
2.6 Waiver of Notice. A director may at any time waive any notice
required by law, these Bylaws or the Certificate of Incorporation. Except as set
forth below, the waiver must be in writing, be signed by the director entitled
to the notice, specify the meeting for which notice is waived and be filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
2.7 Quorum. A majority of the number of directors fixed in accordance
with Section 2.2 of these Bylaws shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors. If less than a quorum is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
2.8 Manner of Acting. 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, unless a different number is provided by law, the Certificate of
Incorporation or these Bylaws.
2.9 Meeting by Telephone Conference; Action Without Meeting.
(1) Directors may participate in a regular or special meeting
by, or conduct the meeting through, use of any means of communications by which
all directors participating may simultaneously hear each other during the
meeting. Participation in a meeting by this means shall constitute presence in
person at the meeting.
(2) Any action that is required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if one or more
written consents
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describing the action taken are signed by all of the directors entitled to vote
on the matter and included in the minutes of proceedings of the Board of
Directors. The action shall be effective when the last director signs the
consent, unless the consent specifies an earlier or later effective date.
2.10 Vacancies. Any vacancy on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the stockholders, the Board of Directors, the remaining directors if less than a
quorum the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of stockholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
2.11 Compensation. By resolution of the Board of, Directors, the
directors may be paid reasonable compensation for services as directors and
their expenses of attending meetings of the Board of Directors.
2.12 Presumption of Assent. A director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors shall be deemed
to have assented to the action taken at the meeting unless (a) the directors
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain is not available to a director who voted in favor of the
action.
2.13 Removal. The stockholders may remove one or more directors with or
without cause at a meeting called expressly for that purpose, unless the
Certificate of Incorporation provides for removal for cause only.
2.14 Resignation. Any director may resign by delivering written notice
to the Board of Directors, the Chairman of the Board or the Corporation. Unless
the notice specifies a later effective date, a resignation notice shall be
effective upon the earlier of (a) receipt, (b) five days after its deposit in
the United States mails, if mailed postpaid and correctly addressed, or (c) on
the date shown on the return receipt, if sent by registered or certified mail
return receipt requested, and the receipt is signed by addressee. Once
delivered, a resignation notice is irrevocable unless revocation is permitted by
the Board of Directors.
ARTICLE III
COMMITTEES OF THE BOARD
3.1 Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, create one or more committees and appoint members
of the Board of
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Directors to serve on them. Each committee shall have two or more members. The
creation of a committee and appointment of members to it must be approved by a
majority of all directors in office when the action is taken. Subject to any
limitation imposed by the Board of Directors or by law, each committee may
exercise all the authority of the Board of Directors in the management of the
Corporation. A committee may not take any action that a committee is prohibited
from taking by the General Corporation Law of Delaware.
3.2 Changes of Size and Function. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.
3.3 Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.
3.4 Compensation. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses. of attending committee meetings.
ARTICLE IV
OFFICERS
4.1 Appointment. The Board of Directors at its first meeting following
its election each year shall appoint a Chairman of the Board, a President and a
Secretary. The Board of Directors, the President or the Chairman of the Board
may appoint any other officers, assistant officers and agents. Any two or more
offices may be held by the same person.
4.2 Compensation. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors.
4.3 Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
4.4 Removal. Any officer or agent appointed by the Board of Directors,
the Chairman of the Board or the President may be removed by the Board of
Directors at any time with or without cause. Any officer or agent appointed by
the Chairman of the Board or the President may be removed by the officer by whom
such officer or agent was appointed with or without cause.
4.5 Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the Board of Directors and shall perform such duties and
responsibilities as are prescribed by the Board of Directors.
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4.6 President. Unless otherwise determined by the Board of Directors,
the President shall be the chief executive officer of the Corporation, subject
to the direction and control of the Board of Directors. The President shall see
that the resolutions and directions of the Board of Directors are carried into
effect except in those instances in which that responsibility is specifically
assigned to some other person by the Board of Directors; and, in general, he
shall discharge all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time. Subject
to the limitations set out in Section 4.5, and except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors or elsewhere in these Bylaws he may execute
for the Corporation certificates for its shares, and any contracts, deeds,
mortgages, bonds, or other instruments. He may vote all securities which the
Corporation is entitled to vote, except as and to the extent such authority
shall be vested in a different officer or agent of the Corporation by the Board
of Directors.
4.7 Vice Presidents. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors and the Board of Directors
may confer a special title upon a Vice President.
4.8 Secretary.
(1) The Secretary shall record and keep the minutes of all
meetings of the directors and stockholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors.
(2) Any assistant secretary shall have the duties prescribed
from time to time by the Board of Directors, the President or the Secretary. In
the absence or disability of the Secretary, the Secretary's duties shall be
performed by an assistant secretary.
4.9 Treasurer.
(1) The Treasurer shall have charge and custody and be
responsible for all funds and securities of the Corporation and shall have other
duties as prescribed from time to time by the Board of Directors, the Chairman
of the Board or the President.
(2) Any assistant treasurer shall have the duties prescribed
from time to time by the Board of Directors, the President or the Treasurer. In
the absence or disability of the Treasurer, the Treasurer's duties shall be
performed by an assistant treasurer.
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify any current or former director or officer and
may indemnify any current or former employee or agent of the Corporation to the
fullest extent not prohibited by law, who is made, or threatened to be made, a
party to an action, suit or proceeding, whether civil, criminal, administrative,
investigative or other (including an action, suit or proceeding by or in the
right of the Corporation) by reason of the fact that such
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person is or was a director, officer, employee or agent of the Corporation or a
fiduciary within the meaning of the Employee Retirement Income Security Act of
1974 with respect to any employee benefit plan of the Corporation, or serves or
served at the request of the Corporation as a director, officer, employee or
agent or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director or officer and may pay for or reimburse the reasonable expenses
incurred by any such current or former employee or agent in any such proceeding
in advance of the final disposition of the proceeding if the person sets forth
in writing (i) the person's good faith belief that the person is entitled to
indemnification under this Article and (ii) the person's agreement to repay all
advances if it is ultimately determined that the person is not entitled to
indemnification under this Article. No amendment to these Bylaws that limits the
Corporation's obligation to indemnify any person shall have any effect on such
obligation for any act or omission that occurs prior to the later to occur of
the effective date of the amendment or the date notice of the amendment is given
to the person. This Article shall not be deemed exclusive of any other
provisions for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included in the
Certificate of Incorporation or any statute, bylaw, agreement, general or
specific action of the Board of Directors, vote of stockholders or other
document or arrangement.
ARTICLE VI
ISSUANCE OF SHARES
6.1 Adequacy of Consideration. Before the Corporation issues shares,
the Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
6.2 Certificates for Shares.
(1) Certificates representing shares of the Corporation shall
be in any form determined by the Board of Directors consistent with the
requirements of the General Corporation Law of Delaware and these Bylaws. The
certificates shall be signed, either manually or in facsimile, by two officers
of the Corporation, at least one of whom shall be the Chairman of the Board, the
President or a Vice President, and may be sealed with the seal of the
Corporation, if any, or a facsimile thereof. All certificates for shares shall
be consecutively numbered or otherwise identified. The signatures of officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or any assistant transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation.
(2) Every certificate for shares of stock that are subject to
any restriction on transfer or registration of transfer pursuant to the
Certificate of Incorporation, the Bylaws, securities laws, a stockholders
agreement or any agreement to which the Corporation is a party shall have
conspicuously noted on the face or back of the certificate either the full text
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of the restriction or a statement of the existence of the restriction and that
the Corporation retains a copy of the full text. Every certificate issued when
the Corporation is authorized to issue more than one class or series within a
class of shares shall set forth on its face or back either (a) a summary of the
designations, relative rights, preferences and limitations of the shares of each
class and the variations in rights, preferences and limitations for each series
authorized to be issued and the authority of the Board of Directors to determine
variations for future series or (b) a statement of the existence of those
designations, relative rights, preferences and limitations and a statement that
the Corporation will furnish a copy thereof to the holder of the certificate
upon written request and without charge. All certificates surrendered to the
Corporation for transfer shall be canceled. The Corporation shall not issue a
new certificate for previously issued shares until the former certificate or
certificates for those shares are surrendered and canceled; except that in case
of a lost, destroyed or mutilated certificate, a new certificate may be issued
on terms prescribed by the Board of Directors.
6.3 Transfer Agent and Registrar. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.
6.4 Officer Ceasing to Act. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. Except as otherwise provided by law, the Board of
Directors may authorize any officers or agents to execute and deliver any
contract or other instrument in the name of and on behalf of the Corporation,
and this authority may be general or confined to specific instances. In
addition, except as prohibited by law or the Board of Directors and subject to
the limitations elsewhere set forth in these Bylaws, the Chairman of the Board
and the President may authorize any officers or agents to, execute and deliver
any contract or other instrument in the name of and on behalf of the
Corporation.
7.2 Checks Drafts Etc. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed in the manner and by the officers or agents
of the Corporation designated by the Board of Directors, the Chairman of the
Board or the President.
7.3 Deposits. All funds of the Corporation not otherwise employed
shall be deposited to the credit of the Corporation in those banks, trust
companies or other depositories as the Board of Directors or officers of the
Corporation designated by the Board of Directors select or be invested as
authorized by the Board of Directors.
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ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Severability. A determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.
8.2 Amendments. These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors or the stockholders of the Corporation.
Adopted: December 19, 1995
Amended: May 13, 1997 and May 12, 1998
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