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Exhibit 3.6
BYLAWS
OF
AMERISERVE TRANSPORTATION, INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
1. The annual meeting of the shareholders shall be held on the third
Monday of the second month following the close of the Corporation's fiscal year,
at the offices of the Corporation in Omaha, Nebraska, or it may be held at such
other place within or without the State of Nebraska when agreed to in writing or
by telegram by a majority of the shares entitled to vote thereat. Ten (10) days,
written notice of said meeting shall be necessary to be given by the Secretary
or an Assistant Secretary. At the annual meeting the shareholders shall elect a
Board of Directors, who need not be elected by ballot, to serve for a term of
one year, or until their successors are elected and qualified.
2. Special meetings of the shareholders may be held at anytime upon call
of the Chairman of the Board of Directors or the President or a Vice President.
Not less than ten (10) nor more than fifty (50) days' written or telegraphic
notice stating the place, day and hour of any special meeting of the
shareholders, specifying the purpose or purposes of the special meeting, shall
be mailed or telegraphed to each shareholder of record at his last known address
as shown by the books of the Corporation. Any shareholder may waive such notice
either before or after the time when such meeting is held.
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3. The presence, either in person or by proxy, of the holders of the
majority of the capital stock issued and outstanding, shall constitute a quorum
at all meetings of the shareholders. The vote of a majority of shares present at
any meeting at which there is a quorum shall be required to constitute an action
by shareholders.
ARTICLE II
DIRECTORS
1. The Board of Directors shall consist of not less than three (3)
members nor more than seven (7) members, the exact number to be determined each
year by the shareholders at their annual meeting; provided, that in cases when
all of the shares of the Corporation are owned of record by either one or two
shareholders, the number of Directors may be less than three (3) but not less
than the number of shareholders. The Directors need not be shareholders and
shall have the power to fill vacancies on the Board.
2. The annual meeting of the Board of Directors shall be held at the same
place as the annual meeting of the shareholders, immediately following the
annual meeting of the shareholders, at which meeting the officers of the
Corporation to serve the ensuing year, or until their successors are elected and
qualify, shall be elected, and such other business as may be presented to the
meeting may be transacted. No notice of the annual meeting need be given.
3. Special meetings of the Board of Directors may be called for any
purpose by the Chairman of the Board, or the President, or a Vice President, or
the Secretary or an Assistant Secretary. At least two (2) days' notice of the
time and place of a special meeting shall be mailed or telegraphed to a Director
at his last known past office
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address, or delivered to a Director personally; but any Director may waive such
notice in writing or by telegram either before or after the time when such
meeting is held.
4. The Board of Directors may remove any officer at any time, with or
without cause and elect his successor.
5. Meetings of the Board of Directors may be held at any place within or
without the State of Nebraska.
ARTICLE III
OFFICERS
1. The officers of the Corporation shall consist of a Chairman of the
Board, a President, a Vice President, a Secretary, a Chief Financial Officer, a
Treasurer, and may include an Assistant Secretary and an Assistant Treasurer,
and such other officers as may be designated from time to time by the Board of
Directors. Any two (2) or more offices may be held by the same person.
2. The Chairman of the Board shall preside at all meetings of the Board
of Directors at which he may be present and he shall have and exercise such
powers and duties as may be enjoined upon him in these Bylaws.
3. The President shall be the Chief Executive officer of the Corporation
and shall have general direction and management of its business and internal
affairs. He shall preside at all meetings of shareholders.
4. A Vice President shall have and exercise the usual powers and duties
of a vice president, subject to any enlargement or restriction of said powers or
duties by the Board of Directors.
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5. A Chief Financial Officer shall have and exercise the usual powers and
duties of a Chief Financial Officer, subject to any enlargement or restriction
of said powers or duties by the Board of Directors,
6. The Secretary and Treasurer shall respectively have and exercise the
usual power and authority and perform the usual duties of a secretary or a
treasurer, subject to any enlargement or restriction of said duties by the Board
of Directors.
7. An Assistant Secretary or an Assistant Treasurer shall respectively
perform the duties of the Secretary or the Treasurer when necessary or
convenient.
ARTICLE IV
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution or motion
of the Board of Directors and in absence of such formality shall be shown on the
tax records of the Corporation.
ARTICLE V
MISCELLANEOUS
1. Whenever any notice is required in these Bylaws to be given, such
notice shall be deemed to be sufficient and duly and properly given when mailed,
or, if telegraphed, when delivered to the telegraph company. Such notice shall
be deemed to have been given on the date of such mailing or delivery to the
telegraph company.
2. The Board of Directors shall have the power and authority by motion or
resolution to conduct the affairs of the Corporation as to any matter not
covered by these Bylaws.
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3. The presence of a shareholder or a Director at any meeting provided
for in these Bylaws constitutes a waiver by him of notice of the time, place and
purpose of such meeting.
4. Vacancies in any of the offices by death, resignation, removal, or
otherwise, may be filled by the Directors.
5. Any notice required to be given under these Bylaws may be waived in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein.
ARTICLE VI
AMENDMENTS
These Bylaws may be amended from time to time by the Board of Directors
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