Exhibit 3.23
BY-LAWS
of
COURTESY SERVICES OF SAN BERNARDINO, INC.
a California corporation
----------
ARTICLE I
DIRECTORS; MANAGEMENT
Section 1.a. Powers.
Subject to the provisions of the General Corporation Law of
California, effective January 1, 1977 (to which the various Section numbers
quoted herein relate) and subject to any limitation in the Articles of
Incorporation and the By-Laws relating to action required to be approved by the
Shareholders (Sec. 153) or by the outstanding shares (Sec. 152), the business
and affairs of this corporation shall be managed by and all corporate powers
shall be exercised by or under direction of the Board of Directors.
b. Standard of Care.
Each Director shall exercise such powers and otherwise perform
such duties in good faith, in the manner such Director believes to be in the
best interests of the corporation, and with such care, including reasonable
inquiry, using ordinary prudence, as a person in a like position would use under
similar circumstances. (Sec. 309)
c. Exception for Close Corporation.
Notwithstanding the provisions of Section 1, in the event that
this corporation shall elect to become a close corporation as defined in Sec.
158, its Shareholders may enter into a Shareholders' Agreement as provided in
Sec. 300 (b). Said agreement may provide for the exercise of corporate powers
and the management of the business and affairs of this corporation by the
Shareholders, provided however such agreement shall, to the extent and so long
as the discretion or the powers of the Board in its management of corporate
affairs is controlled by such agreement, impose upon each Shareholder who is a
party thereof, liability for managerial acts performed or omitted by such person
pursuant thereto otherwise imposed upon Directors as provided in Sec. 300 (d).
Section 2. Number and Qualification.
The authorized number of Directors of the corporation shall be four.
(Amended pursuant to Shareholders meeting of January 17, 1979.
/s/ Jennifer L. Rice
----------------------------------------
Jennifer L. Rice, Secretary
This number may be changed by amendment to the Articles of
Incorporation or by an amendment to this Section 2, ARTICLE I, of these By-laws,
adopted by the vote or written assent of the Shareholders entitled to exercise
majority voting power as provided in Sec. 212.
Section 3. Election and Tenure of Office.
The Directors shall be elected at the annual meeting of the
Shareholders, to serve for one year or until their successors are elected and
have qualified. Their term of office shall begin immediately after election.
Section 4. Vacancies.
Vacancies in the Board of Directors may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director,
and each Director so elected shall hold office until his successor is elected at
an annual meeting of Shareholders or at a special meeting called for that
purpose.
The Shareholders may at any time elect a Director to fill any vacancy
not filled by the Directors, and may elect the additional Directors at the
meeting at which an amendment of the By-laws is voted authorizing an increase in
the number of Directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director, or if the Shareholders shall increase
the authorized number of Directors but shall fail at the meeting at which such
increase is authorized, or at an adjournement thereof, to elect the additional
Director so provided for, or in case the Shareholders fail at any time to elect
the full number of authorized Directors.
If the Board of Directors accepts the resignation of a Director
tendered to take effect at a future time, the Board or the Shareholders shall
have power to elect a successor to take office when the resignation shall become
effective.
No reduction of the number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
Section 5. Removal of Directors
The entire Board of Directors or any individual Director may be
removed from office as provided by Secs. 302, 303 and 304 of the Code. In such
case, the remaining Board members may elect a successor Director to fill such
vacancy for the remaining unexpired term of the Director so removed.
Section 6. Notice, Place and Manner of Meetings
Meeting of the Board of Directors may be called by the Chairman of the
Board, or the President, or any Vice President, or the Secretary, or any two (2)
Directors and shall be held at the principal executive office of the corporation
in the State of California, unless some other place is designated in the notice
of the meeting. Members of the Board may participate in a meeting through use of
a conference telephone or similar communications equipment so long as all
members participating in such a meeting can hear one another. Accurate minutes
of any meeting of the Board or any committee thereof, shall be maintained as
required by Sec. 312 of the Code by the Secretary or other Officer designated
for that purpose.
2
Section 7. Organization Meetings.
The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
Shareholders.
Section 8. Other Regular Meetings.
Regular meetings of the Board of Directors shall be held at the
corporate offices, or such other place as may be designated by the Board of
Directors at such time and date as is set by the Board of Directors in an action
designating regular meetings in addition to the organization meetings. If said
day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.
Section 9. Special Meetings - Notices - Waivers.
Special meetings of the Board may be called at any time by the
President or, if he is absent or unable or refuses to act, by any Vice President
or the Secretary or by any two Directors or by one Director if only one is
provided.
At least forty-eight (48) hours notice of the time and place of
special meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him at his
address as it is shown upon the records of the corporation, (or if it is not so
shown on such records or is not readily ascertainable at the place in which the
meetings of the Directors are regularly held). In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid, in the place in
which the principal executive office of the corporation is located at least four
(4) days prior to the time of the holding of the meeting. Such mailing,
telegraphing, telephoning or delivery as above provided shall be due, legal and
personal notice to such Director.
When all of the Directors are present at any Directors' meeting,
however called or noticed, and either (i) sign a written consent thereto on the
records of such meeting, or, (ii) if a majority of the Directors are present and
if those not present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minutes thereof, whether prior to or
after the holding of such meeting, which said waiver, consent or approval shall
be filed with the Secretary of the corporation or (iii) if a Director attends a
meeting without notice but without protesting, prior thereto or at its
commencement, the lack of notice to him, then the transactions thereof are as
valid as if had at a meeting regularly called and noticed.
Section 10. Sole Director Provided by Articles of Incorporation.
In the event only one Director is required by the By-Laws or Articles
of Incorporation, then any reference herein to notices, waivers, consents,
meetings or other actions by a majority or quorum of the Directors shall be
deemed to refer to such notice, waiver, etc., by such sole Director, who shall
have all the rights and duties and shall be entitled to exercise all of the
powers and shall assume all the responsibilities otherwise herein described as
given to a Board of Directors.
Section 11. Directors Acting by Unanimous Written Consent.
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as if taken by
a unanimous vote of
3
Directors, if authorized by a writing signed individually or collectively by all
members of the Board. Such consent shall be filed with the regular minutes of
the Board.
Section 12. Quorum.
A majority of the number of Directors as fixed by the Articles of
Incorporation or By-Laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the Directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is
approved by a majority of the required quorum for such meeting.
Section 13. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not
be given to absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours, but if adjourned more than
twenty-four (24) hours, notice shall be given to all Directors not present at
the time of the adjournment.
Section 14. Compensation of Directors.
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the company in any other capacity and receiving
compensation therefor.
Section 15. Committees.
Committees of the Board may be appointed by resolution passed by a
majority of the whole Board. Committees shall be composed of two or more members
of the Board, and shall have such powers of the Board as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by Sec. 311.
Section. 16. Advisory Directors.
The Board of Directors from time to time may elect one or more persons
to be Advisory Directors who shall not by such appointment be members of the
Board of Directors. Advisory Directors shall be available from time to time to
perform special assignments specified by the President, to attend meetings of
the Board of Directors upon invitation and to furnish consultation to the Board.
The period during which the title shall be held may be prescribed by the Board
of Directors. If no period is prescribed, the title shall be held at the
pleasure of the Board.
Section 17. Resignations.
Any Director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is
4
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.
ARTICLE II
OFFICERS
Section 1. Officers.
The Officers of the corporation shall be a Chairman of the Board or a
President or both, a Secretary and a Chief Financial Officer. The corporation
may also have, at the discretion of the Board of Directors, one or more Vice
Presidents, one or more Assistant Secretaries and such other Officers as may be
appointed in accordance with the provisions of Section 3 of this Article. One
person may hold two or more offices.
Section 2. Election.
The Officers of the corporation, except such Officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article shall be chosen annually by the Board of Directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officers, Etc.
The Board of Directors may appoint such other Officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the By-Laws or as
the Board of Directors may from time to time determine.
Section 4. Removal and Resignation.
Any Officer may be removed, either with or without cause, by a
majority of the Directors at the time in office, at any regular or special
meeting of the Board, or, except in case of an Officer chosen by the Board of
Directors, by any Officer upon whom such power of removal may be conferred by
the Board of Directors.
Any Officer may resign at any time by giving written notice to the
Board of Directors, or to the President, or to the Secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the By-Laws for regular appointments to such office.
Section 6. Chairman of the Board.
The Chairman of the Board, if there shall be such an Officer, shall,
if present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers
5
and duties as may be from time to time assigned to him by the Board of Directors
or prescribed by the By-Laws.
Section 7. President.
Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an Officer,
the President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and Officers of the corporation. He shall
preside at all meetings of the Shareholders, and in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including the
Executive Committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the By-Laws.
Section 8. Vice President.
In the absence or disability of the President, the Vice Presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall perform all the
duties of the President, and when so acting shall have all the powers of, and be
subject to, all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the By-Laws.
Section 9. Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes at
the principal office or such other place as the Board of Directors may order, of
all meetings of Directors and Shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at Directors' meetings, the number of shares
present or represented at Shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the Shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, a notice of all the
meetings of the Shareholders and of the Board of Directors required by the
By-Laws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the By-Laws.
Section 10. Chief Financial Officer.
This officer shall keep and maintain or cause to be kept and
maintained adequate and correct accounts, books and records of the corporation's
business and properties, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares. The books of account shall at all reasonable times be open to inspection
by any Director.
6
This officer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, shall render to the President and
Directors, whenever they request it, an account of all of his transactions and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors of
the By-Laws.
ARTICLE III
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings.
Meetings of the Shareholders shall be held at the principal executive
office of the corporation, in the State of California, unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.
Section 2. Annual Meetings.
The annual meetings of the Shareholders shall be held each year, at
the time and on the day following:
Time of Meeting: 9:00 A.M.
Date of Meeting: May 15
If this day shall be a legal holiday, then the meeting shall be held on the next
succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Director consider reports of the affairs of
the corporation and transact such other business as may be properly brought
before the meeting.
Section 3. Special Meetings.
Special meetings of the Shareholders may be called at any time by the
Board of Directors, the Chairman of the Board, the President, a Vice President,
the Secretary, or by one or more Shareholders holding not less than one-tenth
(1/10) of the voting power of the corporation. Except as next provided, notice
shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman,
President, Vice President, or Secretary, mailed or delivered personally to such
Officer by any person (other than the Board) entitled to call a special meeting
of Shareholders, such Officer shall cause notice to be given, to the
Shareholders entitled to vote, that a meeting will be held at a time requested
by the person or persons calling the meeting, not less than twenty-five nor more
than sixty days after the receipt of such request. If such notice is not given
within twenty days after receipt of such request, the persons calling the
meeting may give notice thereof in the manner provided by these By-Laws or apply
to the Superior Court as provided in Sec. 305(c).
Section 4. Notice of Meetings - Reports.
Notice of meetings, annual or special, shall be given in writing not
less than ten nor more than sixty days before the date of the meeting, to
Shareholders entitled to vote thereat
7
by the Secretary or the Assistant Secretary, or if there be no such Officer, or
in the case of his neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail or
other means of written communication as provided in Sec. 601 of the Code and
shall be sent to the Shareholder's address appearing on the books of the
corporation, or supplied by him to the corporation for the purpose of notice,
and in the absence thereof, as provided in Sec. 601 of the Code.
Notice of any meeting of Shareholders shall specify the place, the day
and the hour of meeting, and (1) in case of a special meeting, the general
nature of the business to be transacted and no other business may be transacted,
or (2) in the case of an annual meeting, those matters which the Board at date
of mailing, intends to present for action by the Shareholders. At any meetings
where Directors are to be elected, notice shall include the names of the
nominees, if any, intended at date of Notice to be presented by management for
election.
If a Shareholder supplies no address, notice shall be deemed to have
been given to him if mailed to the place where the principal executive office of
the company, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.
When a meeting is adjourned for forty-five days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken.
Section 5. Validation of Shareholders' Meetings.
The transactions of any meeting of Shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the Shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting. Attendance shall constitute a waiver of
notice, unless objection shall be made as provided in Sec. 601(e).
Section 6. Shareholders Acting Without A Meeting - Directors.
Any action which may be taken at a meeting of the Shareholders, may be
taken without a meeting or notice of meeting if authorized by a writing signed
by all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation; provided, however, that while other
than at a Board meeting ordinarily Directors can only be elected by unanimous
written consent under Sec. 603(d), the persons holding a majority of shares
entitled to vote for the election of Directors may, by written consent, fill any
vacancy not filled by the Directors.
8
Section 7. Other Actions Without A Meeting.
Unless otherwise provided in the GCL or the Articles, any action which
may be taken at any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
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.
Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(1) Notice of any Shareholder approval pursuant to Secs. 310, 317,
1201 or 2007 without a meeting by less than unanimous written consent shall
be given at least 10 days before the consummation of the action authorized
by such approval, and
(2) Prompt notice shall be given of the taking of any other corporate
action approved by Shareholders without a meeting by less than unanimous
written consent, to each of those Shareholders entitled to vote who have
not consented in writing.
Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
Section 8. Quorum.
The holders of a majority of the shares entitled to vote thereat,
present in person, or represented by proxy, shall constitute a quorum at all
meetings of the Shareholders for the transaction of business except as otherwise
provided by law, by the Articles of Incorporation, or by these By-Laws. If,
however, such majority shall not be present or represented at any meeting of the
Shareholders, the Shareholders entitled to vote thereat, present in person, or
by proxy, shall have the power to adjourn the meeting from time to time, until
the requisite amount of voting shares shall be present. At such adjourned
meeting at which the requisite amount of voting shares shall be represented, any
business may be transacted which might have been transacted at a meeting as
originally notified.
If a quorum be initially present, the Shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.
Section 9. Voting Rights; Cumulative Voting
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day of any meeting of Shareholders, unless
some other day be fixed by the Board of Directors for the determination of
Shareholders of record, and then on such other day, shall be entitled to vote at
such meeting.
Provided the candidate's name has been placed in nomination prior to
the voting and one or more Shareholders has given notice at the meeting prior to
the voting of the
9
Shareholder's intent to cumulate the Shareholder's votes, every Shareholder
entitled to vote at any election for Directors may cumulate his votes and give
one candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which his shares are entitled, or
distributed his votes on the same principle among as many candidates as he
thinks fit.
The candidates receiving the highest number of votes up to the number
of Directors to be elected are elected.
The Board of Directors may fix a record date for the determination of
the Shareholders entitled to notice of and to vote at any such meeting in
accordance with Sec. 5 of ARTICLE IV hereof.
Section 10. Proxies.
Every Shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Secs. 604 and 705 of the Code and filed with the Secretary of the
corporation.
Section 11. Organization.
The President, or in the absence of the President, any Vice President,
shall call the meeting of the Shareholders to order, and shall act as chairman
of the meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a chairman for such meeting. The Secretary of the
company shall act as Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.
Section 12. Inspectors of Election.
In advance of any meeting of Shareholders the Board of Directors may,
if they so elect, appoint inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any Shareholder or his
proxy shall, make such appointment at the meeting in which case the number of
inspectors shall be either one or three as determined by a majority of the
Shareholders represented at the meeting.
Section 13. Shareholders' Agreements.
Notwithstanding the above provisions in the event this corporation
elects to become a close corporation, an agreement between two or more
Shareholders thereof, if in writing and signed by the parties thereof, may
provide that in exercising any voting rights the shares held by them shall be
voted as provided therein or in Sec. 706, and may otherwise modify these
provisions as to Shareholders' meetings and actions.
10
ARTICLE IV
CERTIFICATES AND TRANSFER OF SHARES
Section 1. Certificates for Shares.
Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a statement of the rights, privileges, preferences and
restrictions, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts.
Every certificate for shares must be signed by the President or a
Vice-President and the Secretary or an Assistant Secretary or must be
authenticated by facsimiles of the signatures of the President and Secretary or
by a facsimile of the signature of its President and the written signature of
its Secretary or an Assistant Secretary. Before it becomes effective every
certificate for shares authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk and must be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfers.
Section 2. Transfer on the Books.
Upon surrender to the Secretary or transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Lost or Destroyed Certificates.
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact and shall if the Directors
so require give the corporation a bond of indemnity, in form and with one or
more sureties satisfactory to the Board, in at least double the value of the
stock represented by said certificate, whereupon a new certificate may be issued
in the same tenor and for the same number of shares as the one alleged to be
lost or destroyed.
Section 4. Transfer Agents and Registrars.
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, which shall be an incorporated bank
or trust company -- either domestic or foreign, who shall be appointed at such
times and places as the requirements of the corporation may necessitate and the
Board of Directors may designate.
Section 5. Closing Stock Transfer Books - Record Date.
In order that the corporation may determine the Shareholders entitled
to notice of any meeting or to vote 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 other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days prior to the date of such meeting nor more than sixty days prior to any
other action.
11
If no record date is fixed:
The record date for determining Shareholders entitled to notice of or
to vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
The record date for determining Shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board is necessary, shall be the day on which the first written consent is
given.
The record date for determining Shareholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.
Section 6. Legend Condition.
In the event any shares of this corporation are issued pursuant to a
permit or exemption therefrom requiring the imposition of a legend condition the
person or persons issuing or transferring said shares shall make sure said
legend appears on the certificate and on the stub relating thereto in the stock
record book and shall not be required to transfer any shares free of such legend
unless an amendment to such permit or a new permit be first issued so
authorizing such a deletion.
Section 7. Close Corporation Certificates.
All certificates representing shares of this corporation, in the event
it shall elect to become a close corporation, shall contain the legend required
by Sec. 418 c.
ARTICLE V
CORPORATE RECORDS AND REPORTS -- INSPECTION
Section 1. Records.
The corporation shall maintain, in accordance with generally accepted
accounting principles, adequate and correct accounts, books and records of its
business and properties. All of such books, records and accounts shall be kept
at its principal executive office in the State of California, as fixed by the
Board of Directors from time to time.
Section 2. Inspection of Books and Records.
All books and records provided for in Sec. 1500 shall be open to
inspection of the Directors and Shareholders from time to time and in the manner
provided in said Sec. 1600 - 1602.
Section 3. Certification and Inspection of By-Laws.
The original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be kept at the corporation's
principal executive office and shall be open to inspection by the Shareholders
of the company, at all reasonable times during office hours, as provided in Sec.
213 of the Corporations Code.
12
Section 4. Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or
other evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in such
manner as shall be determined from time to time by resolution of the Board of
Directors.
Section 5. Contracts, Etc. -- How Executed.
The Board of Directors, except as in the By-Laws otherwise provided,
may authorize any Officer or Officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no Officers, agent or employee
shall be empowered or authorized to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable for any purpose or to
any amount, notwithstanding the provisions of Sec. 313 of the Code.
ARTICLE VI
ANNUAL REPORTS
Section 1. Due Date, Contents.
The Board of Directors shall cause an annual report or statement to be
sent to the Shareholders of this corporation not later than 120 days after the
close of the fiscal or calendar year in accordance with the provisions of Secs.
1500 - 1501. Such report shall be sent to Shareholders. Such report shall
contain a balance sheet as of the end of the fiscal year, an income statement
and a statement of changes in financial position for such fiscal year,
accompanied by any report thereon of independent accountant, or if there is no
such report, a certificate of the Chief Financial Officer or President that such
statements were prepared without audit from the books and records of the
corporation.
Section 2. Waiver.
The foregoing requirement of an annual report may be waived by the
Board so long as this corporation shall have less than 100 Shareholders.
ARTICLE VII
AMENDMENTS TO BY-LAWS
Section 1. By Shareholders.
New By-Laws may be adopted or these By-Laws may be repealed or amended
at their annual meeting, or at any other meeting of the Shareholders called for
that purpose, by a vote of Shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such Shareholders.
13
Section 2. Powers of Directors.
Subject to the right of the Shareholders to adopt, amend or repeal
By-Laws, as provided in Section 1 of this Article VII, and the limitations of
Sec. 204 (a)(5) and Sec. 212, the Board of Directors may adopt, amend or repeal
any of these By-Laws other than a By-Law or amendment thereof changing the
authorized number of Directors.
Section 3. Record of Amendments.
Whenever an amendment or new By-Law is adopted, it shall be copied in
the book of By-Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which the
repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE VIII
MISCELLANEOUS
Section 1. References to Code Sections.
"Sec." references herein refer to the equivalent Sections of the
General Corporation Law effective January 1, 1977, as amended.
Section 2. Effect of Shareholders' Agreement.
Any Shareholders' Agreement authorized by Sec. 300 (b), shall only be
effective to modify the terms of these By-Laws if this corporation elects to
become a close corporation with appropriate filing of or amendment to its
Articles as required by Sec. 202 and shall terminate when this corporation
ceases to be a close corporation. Such an agreement cannot waive or alter Secs.
158 (defining close corporations), 202 (requirements of Articles of
Incorporation), 500 and 501 relative to distributions, 111 (merger), 1201(e)
(reorganization) or Chapters 15 (Records and Reports), 16 (Rights of
Inspection), 18 (Involuntary Dissolution) or 22 (Crimes and Penalties). Any
other provisions of the Code or these By-Laws may be altered or waived thereby,
but to the extent they are not so altered or waived, these By-Laws shall be
applicable.
Section 3. Representation of Shares in Other Corporations.
Shares of other corporations standing in the name of this corporation
may be voted or represented and all incidents thereto may be exercised on behalf
of the corporation by the Chairman of the Board, the President or any Vice
President and the Secretary or an Assistant Secretary.
Section 4. Subsidiary Corporations.
Shares of this corporation owned by a subsidiary shall not be entitled
to vote on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the total combined
voting power of all classes of shares entitled to vote, are owned directly or
indirectly through one or more subsidiaries.
14
Section 5. Indemnity.
The corporation may indemnify any Director, Officer, agent or employee
as to those liabilities and on those terms and conditions as are specified in
Sec. 317. In any event, the corporation shall have the right to purchase and
maintain insurance on behalf of any such persons whether or not the corporation
would have the power to indemnify such person against the liability insured
against.
CERTIFICATE OF ADOPTION OF BY-LAWS
I certify as follows:
I am the duly elected, qualified and acting Secretary of COURTESY SERVICES
OF SAN BERNARDINO, INC., a California corporation. The foregoing By-Laws were
adopted as the By-Laws of said corporation at a meeting of the Board of
Directors of this corporation held on December 8, 1978.
In witness whereof, I have set my hand and affixed the corporate seal this
8th day of December, 1978.
/s/ Jennifer L. Rice
----------------------------------------
JENNIFER L. RICE, Secretary
15