EXHIBIT 3.22
BYLAWS
OF
HOMETOWN LEASING COMPANY, LLC
ARTICLE 1
MEMBERS
1.1 PLACE OF MEETINGS. Each meeting of the members shall be held at the
principal executive office of the Company or at such other place as may be
designated by the Board of Governors or the Chief Manager; provided, however,
that any meeting called by or at the demand of a member or members shall be held
in the county where the principal executive office of the Company is located.
1.2 REGULAR MEETINGS. Regular meetings of the members may be held on an
annual or other less frequent basis as determined by the Board of Governors;
provided, however, that if a regular meeting has not been held during the
immediately preceding fifteen (15) months, a member or members owning three
percent (3%) or more of the voting power of all membership interests entitled to
vote may demand a regular meeting of members by written demand given to the
Chief Manager or Chief Financial Manager of the Company. At each regular meeting
the members entitled to vote shall elect qualified successors for governors who
serve for an indefinite term or whose terms have expired or are due to expire
within six months after the date of the meeting and may transact any other
business, provided, however, that no business with respect to which special
notice is required by law shall be transacted unless such notice shall have been
given.
1.3 SPECIAL MEETINGS. A special meeting of the members may be called
for any purpose or purposes at any time by the Chief Manager; by the Chief
Financial Manager; by the Board of Governors or any two or more governors; or by
one or more members owning not less than ten percent (10%) of the voting power
of all membership interests of the Company entitled to vote, who shall demand
such special meeting by written notice given to the Chief Manager or the Chief
Financial Manager of the Company specifying the purposes of such meeting.
1.4 MEETING HELD UPON MEMBER DEMAND. Within thirty (30) days after
receipt of a demand by the Chief Manager or the Chief Financial Manager from any
member or members entitled to call a meeting of the members, it shall be the
duty of the Board of Governors of the Company to cause a special or regular
meeting of members, as the case may be, to be duly called and held on notice no
later than ninety (90) days after receipt of such demand. If the Board fails to
cause such a meeting to be called and held as required by this Section, the
member or members making the demand may call the meeting by giving notice as
provided in Section 1.6 hereof at the expense of the Company.
1.5 ADJOURNMENTS. Any meeting of the members may be adjourned from time
to time to another date, time and place. If any meeting of the members is so
adjourned, no notice as to such adjourned meeting need be given if the date,
time and place at which the meeting will be reconvened are announced at the time
of adjournment.
1.6 NOTICE OF MEETINGS. Unless otherwise required by law, written
notice of each meeting of the members, stating the date, time and place and, in
the case of a special meeting, the purpose or purposes, shall be given at least
ten (10) days and not more than sixty (60) days prior to the meeting to every
owner of membership interests entitled to vote at such meeting except as
specified in Section 1.5 or as otherwise permitted by law. The business
transacted at a special meeting of members is limited to the purposes stated in
the notice of the meeting.
1.7 WAIVER OF NOTICE. A member may waive notice of the date, time,
place and purpose or purposes of a meeting of members. A waiver of notice by a
member entitled to notice is effective whether given before, or after the
meeting, and whether given in writing, orally or by attendance. Attendance by a
member at a meeting is a waiver of notice of that meeting, unless the member
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened, or objects before a vote on an
item of business because the item may not lawfully be considered at that meeting
and does not participate in the consideration of the item at that meeting.
1.8 VOTING RIGHTS. A member shall have voting power in proportion to
the member's voting interest, as provided in a member control agreement. Except
as otherwise required by law, an owner of a membership interest entitled to vote
may vote any portion of the membership interest in any way the member chooses.
If a member votes without designating the proportion of the membership interest
voted in a particular way, the member is deemed to have voted all of the
membership interest in that way.
1.9 PROXIES. A member may cast or authorize the casting of a vote by
filing a written appointment of a proxy with a manager of the Company at or
before the meeting at which the appointment is to be effective. The member may
sign or authorize the written appointment by telegram, cablegram or other means
of electronic transmission setting forth or submitted with information
sufficient to determine that the member authorized such transmission. Any copy,
facsimile, telecommunication or other reproduction of the original of either the
writing or transmission may be used in lieu of the original, provided that it is
a complete and legible reproduction of the entire original.
1.10 QUORUM. The owners of a majority of the voting power of the
membership interests entitled to vote at a meeting of the members are a quorum
for the transaction of business, unless a larger or smaller proportion is
provided in the Articles of Organization of the Company or a member control
agreement. If a quorum is present when a duly called or held meeting is
convened, the members present may continue to transact business until
adjournment, even though the withdrawal of members originally present leaves
less than the proportion otherwise required for a quorum.
1.11 ACTS OF MEMBERS. Except as otherwise required by law or specified
in the Articles of Organization of the Company or a member control agreement,
the members shall take action by the affirmative vote of the owners of the
greater of (a) a majority of the voting power of the membership interests
present and entitled to vote on that item of business or (b) a majority of the
voting power that would constitute a quorum for the transaction of business at a
duly held meeting of members.
1.12 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the members of the Company may be taken without a meeting
by written action signed
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by all of the members entitled to vote on that action. Any action, if the
Articles of Organization or a member control agreement so provide, may be taken
by written action signed by the members who own voting power equal to the voting
power that would be required to take the same action at a meeting of the members
at which all members were present. The written action is effective when signed
by the required members, unless a different effective time is provided in the
written action. When written action is permitted to be taken by less than all
members, all members shall be notified immediately of its text and effective
date.
1.13 PARTICIPATION BY ELECTRONIC COMMUNICATIONS. A member may
participate in a Member meeting by any means of communication through which the
member, other members so participating and all members physically present at the
meeting may simultaneously hear each other during the meeting. A member so
participating shall be deemed present in person at the meeting.
ARTICLE 2
GOVERNORS
2.1 NUMBER; QUALIFICATIONS. Except as authorized by the members
pursuant to a member control agreement or unanimous affirmative vote, the
business and affairs of the Company shall be managed by or under the direction
of a Board of one or more Governors. Governors shall be natural persons. The
members shall determine the number of governors to constitute the Board.
Governors need not be members.
2.2 TERM. Each governor shall serve for an indefinite term that expires
at the next regular meeting of the members. A governor shall hold office until a
successor is elected and has qualified or until the earlier death, resignation,
removal or disqualification of the governor.
2.3 VACANCIES. Vacancies on the Board of Governors resulting from the
death, resignation, removal or disqualification of a governor may be filled by
the affirmative vote of a majority of the remaining governors, even though less
than a quorum. Vacancies on the Board resulting from newly-created governorships
may be filled by the affirmative vote of a majority of the governors serving at
the time such governorships are created. Each person elected to fill a vacancy
shall hold office until a qualified successor is elected by the members at the
next regular meeting or at any special meeting duly called for that purpose.
2.4 PLACE OF MEETINGS. Each meeting of the Board of Governors shall be
held at the principal executive office of the Company or at such other place as
may be designated from time to time by a majority of the governors or by the
Chief Manager. A meeting may be held by conference among the governors using any
means of communication through which the governors may simultaneously hear each
other during the conference.
2.5 REGULAR MEETINGS. Regular meetings of the Board of Governors for
the election of managers and the transaction of any other business shall be held
without notice at the place of and immediately after each regular meeting of the
members.
2.6 SPECIAL MEETINGS. A special meeting of the Board of Governors may
be called for any purpose or purposes at any time by any governor by giving not
less than two (2) days' notice to
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all governors of the date, time and place of the meeting, provided that when
notice is mailed, at least four (4) days' notice shall be given. The notice need
not state the purpose of the meeting.
2.7 WAIVER OF NOTICE; PREVIOUSLY SCHEDULED MEETINGS. Subdivision 1. A
governor of the Company may waive notice of the date, time and place of a
meeting of the Board. A waiver of notice by a governor entitled to notice is
effective whether given before, at or after the meeting, and whether given in
writing, orally or by attendance. Attendance by a governor at a meeting is a
waiver of notice of that meeting, unless the governor objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the meeting.
Subdivision 2. If the day or date, time and place of a Board meeting
have been provided herein or announced at a previous meeting of the Board, no
notice is required. Notice of an adjourned meeting need not be given other than
by announcement at the meeting at which adjournment is taken of the date, time
and place at which the meeting will be reconvened.
2.8 QUORUM. A majority of the governors currently holding office shall
be necessary to constitute a quorum for the transaction of business. In the
absence of a quorum, a majority of the governors present may adjourn a meeting
from time to time without further notice until a quorum is present. If a quorum
is present when a duly called or held meeting is convened, the governors present
may continue to transact business until adjournment, even though the withdrawal
of a number of the governors originally present leaves less than the proportion
or number otherwise required for a quorum.
2.9 ACTS OF BOARD. Except as otherwise required by law or specified in
the Articles of Organization of the Company or a member control agreement, the
Board shall take action by the affirmative vote of a majority of the governors
present at a duly held meeting.
2.10 PARTICIPATION BY ELECTRONIC COMMUNICATIONS. A governor may
participate in a Board meeting by any means of communication through which the
governor, other governors so participating and all governors physically present
at the meeting may simultaneously hear each other during the meeting. A governor
so participating shall be deemed present in person at the meeting.
2.11 ABSENT GOVERNORS. A governor of the Company may give advance
written consent or opposition to a proposal to be acted on at a Board meeting.
If the governor is not present at the meeting, consent or opposition to a
proposal does not constitute presence for purposes of determining the existence
of a quorum, but consent or opposition shall be counted as a vote in favor or of
against the proposal and shall be entered in the minutes or other record of
action at the meeting, if the proposal acted on at the meeting is substantially
the same or has substantially the same effect as the proposal to which the
governor has consented or objected.
2.12 ACTION WITHOUT A MEETING. An action required or permitted to be
taken at a Board meeting may be taken without a meeting by written action signed
by all of the governors. Any action, other than an action requiring member
approval, if the Articles of Organization or a member control agreement so
provide, may be taken by written action signed by the number of governors that
would be required to take the same action at a meeting of the Board at which all
governors were present. The written action is effective when signed by the
required number of governors, unless a
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different effective time is provided in the written action. When written action
is permitted to be taken by less than all governors, all governors shall be
notified immediately of its text and effective date.
2.13 COMMITTEES. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board may establish committees having the
authority of the Board in the management of the business of the Company only to
the extent provided in the resolution. Committees shall be subject at all times
to the direction and control of the Board, except as provided in Section 2.14.
Subdivision 2. A committee shall consist of one or more natural
persons, who need not be governors, appointed by affirmative vote of a majority
of the governors present at a duly held Board meeting.
Subdivision 3. Section 2.4 and Sections 2.6 to 2.12 hereof shall apply
to committees and members of committees to the same extent as those sections
apply to the Board and governors.
Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any governor.
2.14 SPECIAL LITIGATION COMMITTEE. Pursuant to the procedure set forth
in Section 2.13, the Board may establish a committee composed of one or more
independent governors or other independent persons to determine whether it is in
the best interests of the Company to pursue a particular legal right or remedy
of the Company and whether to cause, to the extent permitted by law, the
dismissal or discontinuance of a particular proceeding that seeks to assert a
right or remedy on behalf of the Company. The committee, once established, is
not subject to the direction or control of, or termination by, the Board. A
vacancy on the committee may be filled by a majority vote of the remaining
committee members. The good faith determinations of the committee are binding
upon the Company and its governors, managers and members to the extent permitted
by law. The committee terminates when it issues a written report of its
determinations to the Board.
2.15 COMPENSATION. The Board may fix the compensation, if any, of
governors.
ARTICLE 3
MANAGERS
3.1 NUMBER AND DESIGNATION. The Company shall have one or more natural
persons exercising the functions of the position of Chief Manager and Chief
Financial Manager. The Board of Governors may elect or appoint such other
managers or agents as it deems necessary for the operation and management of the
Company, with such powers, rights, duties and responsibilities as may be
determined by the Board, each of whom shall have the powers, rights, duties and
responsibilities set forth in the Bylaws unless otherwise determined by the
Board. Any of the positions or functions of those positions may be held by the
same person.
3.2 CHIEF MANAGER. Unless provided otherwise by a resolution adopted by
the Board of Governors or in a member control agreement, the Chief Manager (a)
shall have general active management of the business of the Company; (b) shall,
when present, preside at all meetings of the
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members of the Board; (c) shall see that all orders and resolutions of the Board
are carried into effect; (d) may maintain records of and certify proceedings of
the Board and members; and (e) shall perform such other duties as may from time
to time be prescribed by the Board.
3.3 CHIEF FINANCIAL MANAGER. Unless provided otherwise by a resolution
adopted by the Board of Governors or in a member control agreement, the Chief
Financial Manager (a) shall keep accurate financial records for the Company; (b)
shall deposit all monies, drafts and checks in the name of and to the credit of
the Company in such banks and depositories as the Board shall designate from
time to time; (c) shall endorse for deposit all notes, checks and drafts
received by the Company as ordered by the Board, making proper vouchers
therefor; (d) shall disburse company funds and issues checks and drafts in the
name of the Company, as ordered by the Board; (e) shall render to the Chief
Manager and the Board, whenever requested, an account of all of such manager's
transactions as Chief Financial Manager and of the financial condition of the
Company; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Manager from time to time.
3.4 PRESIDENT. Unless otherwise determined by the Board of Governors,
the President shall be the Chief Manager of the Company. If a manager other than
the President is designated Chief Manager, the President shall perform such
duties as may from time to time be assigned by the Board.
3.5 VICE PRESIDENTS. Any one or more Vice Presidents, if any, may be
designated by the Board of Governors as Executive Vice Presidents or Senior Vice
Presidents. During the absence or disability of the President, it shall be the
duty of the highest ranking Executive Vice President, and, in the absence of any
such Vice President, it shall be the duty of the highest ranking Senior Vice
President or other Vice President, who shall be present at the time and able to
act, to perform the duties of the President. The determination of who is the
highest ranking of two or more persons holding the same position shall, in the
absence of specific designation of order of rank by the Board, be made on the
basis of the earliest date of appointment or election, or, in the event of
simultaneous appointment or election, on the basis of the longest continuous
employment by the Company.
3.6 SECRETARY. The Secretary, unless otherwise determined by the Board
of Governors, shall attend all meetings of the members and all meetings of the
Board, shall record or cause to be recorded all proceedings thereof in a book to
be kept for that purpose, and may certify such proceedings. Except as otherwise
required or permitted by law or by the Bylaws, the Secretary shall give or cause
to be given notice of all meetings of the members and all meetings of the Board.
3.7 AUTHORITY AND DUTIES. In addition to the foregoing authority and
duties, all managers of the Company shall respectively have such authority and
perform such duties in the management of the business of the Company as may be
designated from time to time by the Board of Governors. Unless prohibited by a
resolution approved by the affirmative vote of a majority of the governors
present, a manager elected or appointed by the Board may, without the approval
of the Board, delegate some or all of the duties and powers of a position to
other persons.
3.8 TERM. Subdivision 1. All managers of the Company shall hold office
until their respective successors are chosen and have qualified or until their
earlier death, resignation or removal.
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Subdivision 2. A manager may resign at any time by giving written
notice to the Company. The resignation is effective without acceptance when the
notice is given to the Company, unless a later effective date is specified in
the notice.
Subdivision 3. A manager may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
governors present at a duly held Board meeting, subject to the provisions of any
member control agreement.
Subdivision 4. A vacancy in a position because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
position of Chief Manager or Chief Financial Manager shall, be billed for the
unexpired portion of the term by the Board.
3.9 SALARIES. The salaries of all managers of the Company shall be
fixed by the Board of Governors or by the Chief Manager if authorized by the
Board.
ARTICLE 4
INDEMNIFICATION
4.1 INDEMNIFICATION. To the fullest extent required or permitted by
Minnesota Statutes, 322B.699, as amended from time to time, or as required or
permitted by other provisions of law, the Company shall indemnify its managers
and governors for any expenses and liabilities, incurred by the person by reason
of their former or present official capacity with the Company.
4.2 INSURANCE. The Company may purchase and maintain insurance on
behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Company would otherwise be required to indemnify the person
against the liability.
ARTICLE 5
MEMBERSHIP INTERESTS
5.1 STATEMENT OF MEMBERSHIP INTEREST. At the request of any member, the
Company shall state in writing the particular membership interest owned by that
member as of the moment the Company makes the statement. The statement must
describe the member's rights to vote, to share in profits and losses, and to
share in distributions, as well as any assignment of the member's rights then in
effect.
5.2 DECLARATION OF DISTRIBUTIONS. The Board of Governors shall have the
authority to declare distributions upon the membership interests of the Company
to the extent permitted by law.
5.3 TRANSFER OF MEMBERSHIP INTERESTS. Membership interests in the
company may be transferred only to the extent permitted by law and subject to
any member control agreement.
ARTICLE 6
MISCELLANEOUS
6.1 EXECUTION OF INSTRUMENTS. Subdivision 1. All deeds, mortgages,
bonds, checks, contracts and other instruments pertaining to the business and
affairs of the company shall be signed
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on behalf of the Company by the Chief Manager, or the Chief Financial Manager,
or the President, or any Vice President, or by such other person or persons as
may be designated from time to time by the Board of Governors.
Subdivision 2. If a document must be executed by persons holding
different positions or functions and one person holds such positions or
exercises such functions, that person may execute the document in more than one
capacity if the document indicates each such capacity.
6.2 ADVANCES. The Company may, without a vote of the governors, advance
money to its governors, managers or employees to cover expenses that can
reasonably be anticipated to be incurred by them in the performance of their
duties and for which they would be entitled to reimbursement in the absence of
an advance.
6.3 COMPANY SEAL. The seal of the Company, if any, shall be a circular
embossed seal having inscribed thereon the name of the Company and the following
words:
"Limited Liability Company Seal Minnesota."
6.4 FISCAL YEAR. The fiscal year of the Company shall be determined by
the Board of Governors.
6.5 CONSTRUCTION. The Bylaws are subject to the terms of any member
control agreement from time to time in effect and to the extent inconsistent the
member control agreement shall be controlling.
6.6 AMENDMENTS. The Bylaws are a written contract of the Members.
Amendments must be written and executed by all Members.
MEMBER:
HOMETOWN BUFFET, INC.
a Minnesota corporation
By: /s/ R. Michael Andrews, Jr.
_____________________________
Name: R. Michael Andrews, Jr.
Its: Chief Financial Officer
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