Exhibit 3.16
Bylaws of Marketing Control Services, Inc.
BYLAWS
OF
MARKETING CONTROL SERVICES, INC.
(a Virginia corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
13.1-647 of the Virginia Stock Corporation Act ("Stock Corporation Act") and by
any other applicable provision of law, shall be signed by any two of the
following officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated
by the Board of Directors, and may bear the corporate seal or its facsimile. Any
or all of the signatures upon a certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
2. FRACTIONAL SHARES OR SCRIP. The corporation may, if authorized by
the Board of Directors: issue fractions of a share or pay in money the value of
fractions of a share; arrange for disposition of fractional shares by the
shareholders; or issue scrip in registered or bearer form entitling the bolder
to receive a full share upon surrendering enough scrip to equal a full share.
Each certificate representing scrip shall be conspicuously labeled "Scrip" and
shall contain the information required by subsection B of Section 13.1-647 of
the Stock Corporation Act. The holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon dissolution.
The holder of scrip is not entitled to any of these rights unless the scrip
provides for them. The Board of Directors may authorize the issuance of scrip
subject to any conditions considered desirable. When the corporation is to pay
in money the value of fractions of a share, such value shall be determined by
the Board of Directors. A good faith judgment of the Board of Directors as to
the value of a fractional share is conclusive.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
or with a transfer agent or a registrar and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon, if any. Except as may be otherwise provided by law, the person in whose
name shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such determination
of shareholders. If not otherwise fixed, the record date is the close of
business on the day before the effective date of notice to shareholders. A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Stock Corporation Act confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date fixed from time
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Stock Corporation Act confers the
right to call a special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at such
place in or out of the Commonwealth of Virginia as the directors shall from time
to time fix.
- CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. A corporation
shall notify shareholders of each annual and special shareholders' meeting. Such
notice shall be given no less than ten nor more than sixty days before the
meeting date except that notice of a shareholders' meeting to act on an
amendment of the articles of incorporation, a plan of merger or share exchange,
a proposed sale of assets pursuant to Section 13.1-724 of the Stock Corporation
Act, or the dissolution of the corporation shall be given not less than
twenty-five nor more than sixty days before the meeting date. Unless the Stock
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not state the purpose for which the meeting is called.
Notice of a special meeting shall state the purpose for which the meeting is
called. Notwithstanding the foregoing, no notice of a shareholders' meeting need
be given to a shareholder in any instance in which Section 13.1-658 of the Stock
Corporation Act so provides. A shareholder may waive any notice required by the
Stock Corporation Act, the articles of incorporation or the Bylaws before or
after the time and date of the meeting that is the subject of such notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Secretary of the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance at a
meeting waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented. The term "notice" as
used in this paragraph shall mean notice in writing as prescribed by Section
13.1-610 of the Stock Corporation Act.
- VOTING LIST. The officer or agent having charge of the share
transfer books of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. The list shall be arranged by voting group and within each
voting group by class or series. For a period of ten days prior to such meeting,
the list of shareholders shall be kept on file at the registered office of the
corporation or at its principal office or at the office of its transfer agent or
registrar and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof. The
original share transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of
the Board, if any the Vice-Chairman of the Board, if any, the President, a
Vice-President, if any, or, if none of the foregoing is in office and present
and acting, by a chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but, if neither the Secretary nor an Assistant Secretary is
present, the Chairman of the meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
otherwise act for him, either personally or by his attorney-in-fact pursuant to
the provisions of Section 13.1-663 of the Stock Corporation Act. An appointment
is valid for eleven months, unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
- SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
- QUORUM. Unless the articles of incorporation or the Stock
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. 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. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
shall be set for that adjourned meeting.
- VOTING. 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. 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 the
articles of incorporation or the Stock Corporation Act provides otherwise.
7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a shareholders' meeting maybe taken without a
meeting and without action by the Board of Directors if the action is taken by
all the shareholders entitled to vote on the action. The action shall be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Secretary of the corporation for inclusion in the minutes or filing with the
corporate records. Any action taken by unanimous written consent shall be
effective according to its terms when all consents are in the possession of the
corporation. Action taken under this paragraph is effective as of the date
specified therein provided the consent states the date of execution by each
shareholder.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the Commonwealth of Virginia. The
initial Board of Directors shall consist of two persons, which is the number of
directors stated in the articles of incorporation, and which shall be the number
of directors until changed. Thereafter, the number of directors shall not be
less than two(2) nor more than five (5). The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If not so fixed, the number shall be two. After
shares are issued, only the shareholders of the corporation may change the range
for the size of the Board of Directors or change from a fixed to a
variable-range size board or vice versa. A decrease in the number of directors
does not shorten an incumbent director's term. The number of directors shall
never be less than one.
3. TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected by the Board of Directors to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration of
a director's term, he continues to serve until his successor is elected and
qualifies. If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, the shareholders or the
Board of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of the directors remaining in
office.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. The Board of Directors may hold regular or special meetings
in or out of the Commonwealth of Virginia at such place as shall be fixed by the
Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Stock Corporation
Act or by these Bylaws before or after the date and time stated in the notice,
and such waiver shall be equivalent to the giving of such notice. A director's
attendance at or participation in a meeting waives any required notice to him of
the meeting unless the director at the beginning of the meeting or promptly upon
his 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. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.
- QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors specified in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.
Whenever the Stock Corporation Act requires the Board of Directors to take any
action or to recommend or approve any proposed corporate act, such action,
recommendation or approval shall not be required if the proposed action or
corporate act is adopted by the unanimous consent of shareholders. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 13.1-680
of the Stock Corporation Act.
6. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
shall be approved by the greater number of (a) a majority of all the directors
in office when the action is taken, or (b) the number of directors required by
the articles of incorporation or these Bylaws to take action under the
provisions of Section 13.1-688 of the Stock Corporation Act. The provisions of
Sections 13.1-684 through 13.1-688 of the Stock Corporation Act, which govern
meetings, action without meetings, notice, and waiver of notice, apply to
committees and their members as well. To the extent specified by the Board of
Directors or these Bylaws, each committee may exercise the authority of the
Board of Directors except such authority as may not be delegated under the Stock
Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The action
shall be evidenced by one or more written consents stating the action taken,
signed by each director either before or after the action taken, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this paragraph is effective when the last director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or may be chosen in such manner as the directors
shall determine. The same individual may simultaneously hold more than one
office in the corporation.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
Each officer of the corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to alter, amend, and repeal the Bylaws and to make new
Bylaws shall be vested in the Board of Directors, but Bylaws made by the Board
of Directors may be repealed or changed, and new Bylaws made, by the
shareholders, and the shareholders may prescribe that any Bylaw made by them
shall not be altered, amended, or repealed by the directors.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Marketing Control Services, Inc., a corporation of the
Commonwealth of Virginia, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: July 21, 2003.
/s/ Kevin Weimerskirch
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Kevin Weimerskirch, Secretary
(SEAL)