EXHIBIT 3.31
PEARL BATHS, INC.
RESTATED
BY LAWS
ARTICLE I.
CORPORATE OFFICES AND SEAL
Section 1.01. Offices. The corporation may have offices within the State
of Minnesota or at such other places as the Board of Directors may from time to
time appoint or the business of the corporation may require.
Section 1.02. Seal. The corporation shall not have a seal.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 2.01. Place of Meetings. Meetings of the stockholders may be held
at any place, within or without the State of Minnesota, as designated by the
President or the Board of Directors in the notice of meeting, and in the absence
of such designation, shall be held at the office of the corporation in the State
of Minnesota.
Section 2.02. Regular Meetings. Regular meetings of the stockholders of
this corporation may be held at the discretion of the Board of Directors on an
annual or less frequent periodic basis on such date and at such time and place
as may be designated by the President or the Board of Directors in the notice of
meeting. At regular meetings, the stockholders shall elect directors and
transact such business as may be appropriate for action by the stockholders. If
a regular meeting of stockholders has not been held for a period of fifteen (15)
months, one or more stockholders holding not less than three percent (3%) of all
voting stock of the corporation may call a regular meeting of stockholders by
delivering to the President or Treasurer a written
demand for a regular meeting. Within thirty (30) days after receipt of such
written demand by the President and Treasurer, the Board of Directors shall
cause a regular meeting of stockholders to be called and held on notice no later
than ninety (90) days after the receipt of written demand, all at the expense of
the corporation.
Section 2.03. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes appropriate for action by stockholders, may be called by
the President, by a Vice President in the absence of the President, by the
Treasurer, or by the Board of Directors or any two or more members thereof. Such
meetings shall be held on such date and at such time and place as shall be fixed
by the person or persons calling the meeting and designated in the notice of
meeting. Special meetings may also be called by one or more stockholders holding
not less than ten percent (10%) of the voting shares of the corporation by
delivering to the President or Treasurer a written demand for a special meeting,
which demand shall contain the purposes of the meeting. Within thirty (30) days
after the receipt of such a written demand for a special meeting of stockholders
by the President or Treasurer, the Board of Directors shall cause a special
meeting of stockholders to be called and held on notice no later than ninety
(90) days after the receipt of such written demand, all at the expense of the
corporation. Business trans-acted at any special meeting of the stockholders
shall be limited to the purpose or purposes stated in the notice of meeting.
Section 2.04. Notice of Meetings. Except where a meeting of stockholders
is an adjourned meeting and the dates, time and place of such meeting were
announced at the time of adjournment, notice of all meetings of stockholders
stating the date, time, and place thereof, and any other information required by
law or desired by the Board of Directors or by any other person or persons
calling the meeting, and in the case of a special meeting, the purpose thereof,
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shall be given to each stockholder of record entitled to vote at such meeting
not less than seven (7) nor more than sixty (60) days prior to the date of such
meeting. In the event that a plan of merger, exchange, sale or other disposition
of all or substantially all of the assets of the corporation is to be considered
at a meeting of stockholders, notice of such meeting shall be given to every
stockholder, whether or not entitled to vote, not less than fourteen (14) days
prior to the date of such meeting.
Section 2.05. Quorum; Adjourned Meetings. 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, and the presence of such
majority stockholders shall be required at all meetings of the stockholders for
the transaction of business, except as otherwise provided by law, by the
Articles of Incorporation, or by these Bylaws. If, however, such majority shall
not be present or represented at any meeting of stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At any 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 called.
Section 2.06. Voting and Proxies. At each meeting of the stockholders,
every 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 conforming to the requirements established by law. Each stockholder shall
have one vote for each share of stock having voting power registered in his or
her name on the books of the corporation. All questions regarding the
qualification of voters, the validity of appointments of proxies, and the
acceptance or rejection of
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votes shall be decided by the presiding officer of the meeting. The vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before any duly held
meeting, except as to any question upon which any different vote is required by
law, the Articles of Incorporation, or these Bylaws.
ARTICLE III.
DIRECTORS
Section 3.01. Powers. The property, affairs and business of the
corporation shall be managed by the Board of Directors which shall consist of
such number of directors as may be determined, from time to time, by the Board
of Directors by the affirmative vote of a majority of the entire Board. In
addition to the powers and authorities by these Bylaws expressly conferred upon
it, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
Section 3.02. Qualifications; Term of Office. Directors need not be
stockholders. A director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor shall be elected
and shall qualify, subject however to prior death, resignation, retirement or
removal for cause.
Section 3.03. Notice of Nominations of the Directors. Nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors. Notice of
nominations which are proposed by the Board of Directors shall be given by the
President or the Chairman of the Board of Directors on behalf of the Board of
Directors.
Section 3.04. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors may be filled for the unexpired term by the
affirmative vote of a
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majority of the directors remaining in office, even though said remaining
directors be less than a quorum. Any newly created directorship resulting from
an increase in the authorized number of directors by action of the Board of
Directors may be filled, for a term determined by the Board of Directors
consistent with the Articles of Incorporation, by a majority vote of the
directors serving at the time of such increase.
Section 3.05. Meetings. Meetings of the Board of Directors shall be held
immediately after, and at the same place as, regular meetings of stockholders.
Other meetings of the Board of Directors may be held at such times and places as
shall from time to time be determined by the Board of Directors. Meetings of the
Board of Directors also may be called by any director, in which case the person
or persons calling such meeting may fix the date, time, and place thereof, and
shall cause notice of meeting to be given.
Section 3.06. Notice of Meetings. If the date, time, and place of the
meeting of the Board of Directors has been announced at the previous meeting, no
notice is required. In all other cases, twenty-four (24) hours' notice of
meetings of the Board of Directors, stating the date and time thereof and any
other information required by law or desired by the person or persons calling
such a meeting, shall be given to each director. If notice of meeting is
required, and such notice does not state the place of the meeting, such meeting
shall be held at the principal executive office of the corporation. Notice of
meetings of the Board of Directors shall be given to directors in the manner
provided in Article VI of these Bylaws for the giving of notice.
Section 3.07. Meetings by Electronic Communication. 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 or of any such committee by
means of conference telephone or similar communication equipment by means of
which all persons participating in the meeting can
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simultaneously hear each other, and participation in such a manner shall
constitute presence in person at such meeting.
Section 3.08. Quorum and Voting. A majority of the directors currently
holding office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum is
present. The Board of Directors shall take action by the affirmative vote of the
majority of the directors present at any duly held meeting, except as to any
question upon which any different vote is required by law, the Articles of
Incorporation, or these Bylaws.
Section 3.09. Committees. The Board of Directors, by resolution approved
by the affirmative vote of the majority of the directors then holding office,
may establish one or more committees of one or more persons having the authority
of the Board of Directors in the management of the business of the corporation
to the extent provided in such resolution. Such committees, however, shall at
all times be subject to the direction and control of the Board of Directors.
Committee members need not be directors and shall be appointed by the
affirmative vote of a majority of the directors present. The majority of the
members of any such committee shall constitute a quorum for the transaction of
business at a meeting of any such committee. In other matters of procedure, the
provisions of these Bylaws shall apply to the committees and the members thereof
to the same extent they apply to the Board of Directors and directors,
including, without limitation, the provisions with respect to meetings and
notice thereof, absent members, written actions, electronic communications, and
valid acts. Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors.
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Section 3.10. Advance Written Consent. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors and such written notice or opposition, while not substituting for the
director's presence for purposes of quorum, shall be counted as a vote on the
proposal.
ARTICLE IV.
OFFICERS
Section 4.01. Number. The officers of the corporation shall be chosen by
the directors, and shall consist of a Chairman of the Board (if one is elected
by the Board), a President, one or more Vice Presidents, a Secretary, a
Treasurer and such Assistant Secretaries and Assistant Treasurers and such other
officers and agents as the Board of Directors from time to time shall elect or
appoint. Any two offices may be held by the same person.
Section 4.02. Term of Office; Removal; and Vacancies. Any officer shall
hold office until his or her successor shall have been duly elected, unless
prior thereto he or she shall have resigned or been removed from office as
hereinafter provided. Any officer or agent elected or appointed by the Board of
Directors shall hold office at the pleasure of the Board of Directors and may be
removed, with or without cause, at any time by the vote of a majority of the
Board of Directors. Any vacancy in an office of the corporation shall be filled
by the Board of Directors.
Section 4.03. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the stockholders and directors and
shall have such other duties as may be prescribed from time to time, by the
Board of Directors.
Section 4.04. President. The President shall be the chief executive
officer of the corporation. In the absence of the Chairman of the Board, the
President shall: preside at all meetings of stockholders and directors; be
responsible for general and active management of the business of the
corporation; and see that all orders and resolutions of the Board are carried
into
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effect. The President shall have the general powers and duties
usually vested in the office of the President and chief executive officer and
shall have such other powers and perform such other duties as the Board of
Directors may from time to time prescribe.
Section 4.05. Vice President. The Vice President, if any, or Vice
Presidents in case there be more than one, shall have such powers and perform
such duties as the President or the Board of Directors may from time to time
prescribe.
Section 4.06. Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and shall maintain records of, and
whenever necessary, certify all proceedings of the Board of Directors and of the
stockholders. The Secretary shall keep the stock books of the corporation, and
when so directed by the Board of Directors, shall give or cause to be given
notice of meetings of the stockholders and meetings of the Board of Directors.
He or she shall also perform such other duties and have such other powers as the
President or the Board of Directors may from time to time prescribe.
Section 4.07. Treasurer. The Treasurer shall be the chief financial
officer of the corporation. He or she shall have the care and custody of the
corporate funds and securities of the corporation and shall disburse the funds
of the corporation as may be ordered from time to time by the President or the
Board of Directors. The Treasurer shall keep full and accurate financial records
for the corporation and shall have such other powers and perform such other
duties as the President or the Board of Directors may from time to time
prescribe.
Section 4.08. Other Officers. The Assistant Secretaries and Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Board of Directors, shall, in the absence or disability of the Secretary or
Treasurer, perform the duties and exercise the powers of the Secretary and
Treasurer respectively. Such Assistant Secretaries and Assistant
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Treasurers shall have such other powers and perform such other duties as the
President or the Board of Directors may from time to time prescribe. Any other
officer appointed by the Board of Directors shall hold office at the pleasure of
the Board of Directors, and shall have such powers, perform such duties, and be
responsible to such other officers as the Board of Directors may from time to
time prescribe.
Section 4.09. Delegation of Duties. In case of the absence of any officer
of the corporation, or for any other reason that the Board may deem sufficient,
the Board may delegate for the time being the powers and duties, or any of them
of such officer to any other officer or to any director or directors.
ARTICLE V.
CERTIFICATES OF STOCK
Section 5.01. Certificates. Certificates of stock of the corporation shall
be numbered and shall be entered into the books of the corporation as they are
issued. Each such certificate shall exhibit the holder's name and number of
shares, and shall contain any other information required by law or desired by
the Board of Directors and shall be signed by the President or any Vice
President and the Treasurer or the Assistant Treasurer, or the Secretary or
Assistant Secretary.
Section 5.02. Loss of Certificates. Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit in such manner as the
Board of Directors may require, and shall, if the Directors so require, give the
corporation a bond of indemnity in form and amount and with one or more sureties
satisfactory to the Board, whereupon a new certificate may be issued of the same
tenor and for the same number of shares as the one alleged to be lost or
destroyed.
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ARTICLE VI.
NOTICES
Section 6.01. General. Whenever notice is required to be given to any
stockholder or director, such notice may be given by either oral or written
communication. A written notice shall be delivered by hand or mailed to the
stockholder or director for whom it is intended at such address as appears on
the books of the corporation or shall be given by any other method which
conforms to law. Notice by mail shall be deemed given when deposited in the
United States mail with sufficient postage affixed.
Section 6.02. Waiver of Notice. Whenever any notice is required to be
given to any stockholder, director or officer under the provisions of these
Bylaws, the Articles of Incorporation or by statute, such notice may be waived
in the manner provided by law.
ARTICLE VII.
INDEMNIFICATION
Section 7.01. The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the laws of the State of
Minnesota, as now in effect, or as the same may be hereafter amended.
ARTICLE VIII.
AMENDMENTS
Section 8.01. These Bylaws may be amended or altered by the Board of
Directors at any meeting provided that notice of any such proposed amendment
shall have been given in the notice given to the directors of such meeting. Such
authority in the Board of Directors is subject to the power of the stockholders
to change or repeal such Bylaws.
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