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Exhibit 3.14
METROPOLITAN MARINA MANAGEMENT, INC.
BYLAWS
ARTICLE I
STOCKHOLDERS
1. PLACE OF MEETINGS. All meetings of the stockholders shall be held
either at the principal office of the corporation or at such other place in the
United States as is determined by the Board of Directors and stated in the
notice.
2. ANNUAL MEETINGS. The annual meeting of the stockholders entitled to
vote shall be held at ten (10) o'clock in the forenoon (or at such other time as
is determined by the Board of Directors and stated in the notice) on the first
Monday of May after the end of each fiscal year, if such day is not a legal
holiday, and if a legal holiday, then on the next succeeding day that is not a
Saturday, Sunday or legal holiday. Purposes for which an annual meeting is to be
held, additional to those prescribed by law, by the Articles of Organization and
by the Bylaws, may be specified by the President, the Treasurer or the Board of
Directors, or upon written application delivered to the Clerk not less than
twenty (20) days before the date of the meeting, by one or more stockholders who
are entitled to vote and who hold at least one-tenth part in interest of the
capital stock entitled to vote at the meeting.
If such annual meeting is not held on the date fixed, or by
adjournment therefrom, a special meeting of the stockholders shall be held in
place thereof, and any business transacted or elections held at such special
meeting shall have the same force and effect as if transacted or held at the
annual meeting. Any such special meeting shall be called as provided in Section
3 of this Article I.
3. SPECIAL MEETINGS. Special meetings of the stockholders entitled to vote
may be called by the President, the Treasurer or the Directors, and shall be
called by the Clerk, or in case of the death, absence, incapacity or refusal of
the Clerk, by any other officer upon written application of one or more
stockholders who are entitled to vote and who hold at least one-tenth part in
interest of the capital stock entitled to vote at the meetings. The call for the
meeting shall state the day, hour, place and purposes of the meeting.
4. NOTICE OF MEETINGS. A written notice of every meeting of stockholders,
stating the place, date and hour thereof, and the purposes for which the meeting
is called, shall be given by the Clerk or other person calling the meeting, at
least seven (7) days before the meeting, to each stockholder entitled to vote
thereat and to each stockholder who, under the Articles of Organization or
Bylaws, is entitled to such notice, by leaving such notice with him, or at his
usual place of business or residence, or by mailing it postage prepaid and
addressed to him at his address as it appears upon the books of the corporation.
Whenever notice of a meeting of the stockholders is required to be given to any
stockholder, a written waiver thereof, executed before or after the meeting by
such stockholder or his attorney thereunto authorized and filed with the records
of the meeting, shall be deemed equivalent to such notice.
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Every stockholder who is present at a meeting (whether in person or
by proxy) shall be deemed to have waived notice thereof; provided, however, that
in the absence of his waiver in writing, a stockholder may expressly reserve his
objection to the transaction of any business as to which requisite notice was
not given to him and on which he does not vote.
5. QUORUM OF STOCKOLDERS. The holders of a majority in interest of all
stock issued, outstanding and entitled to vote at a meeting shall constitute a
quorum; except that, if two or more classes of stock are outstanding and
entitled to vote as separate classes, then in the case of each such class, a
quorum shall consist of the holders of a majority in interest of the stock of
that class issued, outstanding and entitled to vote.
6. ADJOURNMENTS. Any meeting of the stockholders may be adjourned to any
other time and to any other place by the stockholders present or represented at
the meeting, although less than a quorum, or by any officer entitled to preside
or to act as clerk of such meeting if no stockholder is present. It shall not be
necessary to notify any stockholder of any adjournment. Any business which could
have been transacted at any meeting of the stockholders as originally called may
be transacted at any adjournment thereof.
7. VOTES AND PROXIES. At all meetings of the stockholders, each
stockholder shall have one vote for each share of stock having voting power
registered in such stockholder's name, and a proportionate vote for a fractional
share, unless otherwise provided by the Articles of Organization or in the
Bylaws. Scrip shall not carry any right to vote unless otherwise provided
therein; but if scrip provides for the right to vote, such voting shall be on
the same basis as fractional shares. Absent stockholders may vote by proxy. No
proxy which is dated more than six months before the meeting named therein shall
be accepted, and no proxy shall be valid after the final adjournment of such
meeting. Proxies need not be sealed or attested. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by one of
them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.
8. ACTION AT MEETING. When a quorum is present, the holders of a majority
of the stock present or represented and voting on a matter (or if there are two
or more classes of stock entitled to vote as separate classes, then in the case
of each such class, the holders of a majority of the stock of that class present
or represent and voting on a matter), except where a larger vote is required by
law, the Articles of Organization or these Bylaws, shall decide any matter to be
voted on by the stockholders. Any election by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at the
election. No ballot shall be required for such election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election. The corporation shall not directly or indirectly vote any share of its
stock.
9. ACTION WITHOUT MEETING. Any action required or permitted to be taken at
any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the rec-
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ords of the meetings of stockholders. Such consents shall be treated for all
purposes as a vote at a meeting.
ARTICLE II
OFFICERS AND DIRECTORS
1. ELECTIONS. The corporation shall have a Board of Directors consisting
of such number as may be fixed by the stockholders, a President, a Treasurer and
a Clerk. At each annual meeting, the stockholders shall fix the number of
Directors to be elected, and shall elect the Board of Directors. At any meeting,
the stockholders may increase or decrease the number of Directors within the
limits above specified. The Board of Directors shall elect the President,
Treasurer and Clerk. The Board of Directors may, from time to time, elect or
appoint such other officers as it may determine, including a Chairman of the
Board, one or more Vice-Presidents, one or more Assistant Treasurers, one or
more Assistant Clerks and a Secretary. No officer or director need be a
stockholder. No officer need be a director. Two or more offices may be held by
any person.
If required by vote of the Board of Directors, an officer shall give
bond to the corporation for the faithful performance of his duties, in such form
and amount and with such sureties as the Board of Directors may determine. The
premiums for such bonds shall be paid by the corporation.
2. TENURE. Each Director shall hold office until the next annual meeting
of the stockholders and until his successor is elected and qualified or until he
sooner dies, resigns, is removed or becomes disqualified. Each officer shall
hold office until the first meeting of the Board of Directors following the next
annual meeting of the stockholders and until his successor is elected or
appointed and qualified, or until he dies, resigns, is removed or becomes
disqualified. Any Director or officer may resign by giving written notice of his
resignation to the Chairman of the Board, President, Clerk or Secretary, or to
the Board of Directors at a meeting of the Board, and such resignation shall
become effective at the time specified therein. Any Director may at any time be
removed with or without cause by the affirmative vote of the holders of a
majority in interest of the capital stock issued and outstanding and entitled to
vote; provided that Directors of a class elected by a particular class of
stockholders may be removed only by the affirmative vote of the holders of a
majority in interest of the stock of such class. Any officer may at any time be
removed with or without cause by vote of the Board of Directors. A Director or
officer may be removed for cause only after reasonable notice and an opportunity
to be heard before the body proposing to remove him.
3. VACANCIES. Any vacancy in the office of Director may be filled by the
stockholders at a meeting called for the purpose. Pending action by the
stockholders, a vacancy in the office of Director may be filled by vote of the
Board of Directors or by appointment by all of the Directors if less than a
quorum shall remain in office. Any vacancy in any other office held by any
person shall be filled by vote of the Board of Directors or by appointment by
all of the Directors if less than a quorum shall remain in office. During the
absence or inability to act of any officer, the Board of Directors may by vote
appoint a person to perform the duties of such officer.
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ARTICLE III
BOARD OF DIRECTORS
1. POWERS. The Board of Directors may exercise all the powers of the
corporation except such as are required by law or by the Articles of
Organization or Bylaws to be otherwise exercised, and shall have the general
direction, control and management of the property and business of the
corporation. All property of the corporation, which shall be in the custody of
the Board of Directors, shall be subject at all times to inspection by the
President and the Treasurer or either of them. Unless otherwise provided by law,
the Board of Directors shall have power to purchase and to lease, pledge,
mortgage and sell such property (including the stock of this corporation) and to
make such contracts and agreements as they deem advantageous, to fix the price
to be paid for or in connection with any property or rights purchased, sold, or
otherwise dealt with by the corporation, to borrow money, issue bonds, notes and
other obligations of the corporation, and to secure payment thereof by the
mortgage or pledge of all or any part of the property of the corporation. The
Board of Directors may determine the compensation of Directors and the
compensation and duties, in addition to those prescribed by the Bylaws, of all
officers, agents and employees of the corporation.
2. MEETINGS. Meetings of the Directors need not be held in the state of
incorporation.
(a) Regular Meetings. Regular meetings of the Board of Directors may
be held without call or notice at such places and at such times as the Directors
may from time to time determine, provided that any Director who is absent when
such determination is made shall be given notice of the determination. A regular
meeting of the Board of Directors may be held without a call or notice at the
same place as the annual meeting of the stockholders, or the special meeting
held in lieu thereof, following such meeting of stockholders.
(b) Special Meeting. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President, a Vice-President, the
Treasurer or any two or more Directors. Notice of the time and place of all
special meetings shall be given by the Clerk, Secretary or the officer or
Directors calling the meeting. Notice may be given orally, by telephone,
telegraph or in writing; and notice shall be sufficient if given in time to
enable the Director to attend, or in any case if sent by nail or telegraph at
least three days before the meeting, addressed to a Director's usual or last
known place of business or residence. No notice of any meeting of the Board of
Directors need be given to any Director if such Director, by a writing filed
with the records of the meeting (and whether executed before or after such
meeting), waives such notice, or if such Director attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him.
3. QUORUM OF AND ACTION BY DIRECTORS. At any meeting of the Board of
Directors a majority of the number of Directors then constituting a full Board
shall constitute a quorum, but a lesser number may adjourn any meeting from time
to time without further notice. Unless otherwise provided by law or by the
Articles of Organization or by the Bylaws, business may be transacted by vote of
a majority of the Directors then present at any meeting at which there is a
quorum. Unless otherwise provided by law or by the Articles of Organization or
by the
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Bylaws, any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if all the Directors consent to the
action in writing and the written consents are filed with the records of the
meetings of Directors. Such consents shall be treated for all purposes as a vote
at a meeting.
4. COMMITTEES OF DIRECTORS. The Board of Directors may, by vote of a
majority of the number of Directors then constituting a full Board, elect from
its membership an Executive Committee and such other committees as it may
determine and delegate to any such committee or committees some or all of its
powers except those which, by law, the Articles of Organization or these Bylaws,
it is prohibited from delegating. Except as the Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or in such rules, its business
shall be conducted as nearly as may be in the manner as is provided by these
Bylaws for the Directors.
ARTICLE IV
EXECUTIVE OFFICES
1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside
at all meetings of the Board of Directors, and shall have such authority and
perform such duties as the Board of Directors may from time to time determine.
2. PRESIDENT AND VICE-PRESIDENTS. Except for meetings at which the
Chairman of the Board, if any, presides in accordance with Section 1 of this
Article IV, the President shall, if present, preside at all meetings of
stockholders and of the Board of Directors. He shall, subject to the control and
direction of the Board of Directors, have general supervision and control over
the business of the corporation, except as otherwise provided by the Bylaws; and
he shall have and perform such other powers and duties as may be prescribed by
the Bylaws or from time to time be determined by the Board of Directors. The
Vice-Presidents, in the order of their election, or in such other order as the
Board of Directors may determine by specific vote or by title, shall have and
perform the powers and duties of the President (or such of them as the Board of
Directors may determine) whenever the President is absent or unable to act. The
Vice-Presidents shall also have such other powers and duties as may from time to
time be determined by the Board of Directors.
3. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to the
control and direction of the Board of Directors, have and perform such powers
and duties as may be prescribed in the Bylaws or from time to time be determined
by the Board of Directors. He shall have custody of the stock and transfer books
of the corporation, unless and until a transfer agent is appointed, and shall
keep accurate books of account of all the transactions of the corporation. All
property of the corporation in his custody shall be subject at all times to the
inspection and control of the Board of Directors. Unless otherwise voted by the
Board of Directors, each Assistant Treasurer shall have and perform the powers
and duties of the Treasurer whenever the Treasurer is absent or unable to act,
and may at any time exercise such of the powers of the Treasurer, and such other
powers and duties, as may from time to time be determined by the Board of
Directors.
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4. CLERK AND ASSISTANT CLERKS. The Clerk shall be a resident of
Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. He shall have and perform the powers and duties
prescribed in the Bylaws, and such other powers and duties as may from time to
time be determined by the Board of Directors. He shall attend all meetings of
the stockholders and shall record upon the record book of the proceedings at
such meetings. He shall have custody of the record books of the corporation. Any
Assistant Clerk shall have such powers as the Directors may from time to time
designate. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the duties of the Clerk.
5. SECRETARY. The Board of Directors may elect a Secretary, but if no
Secretary is elected, the Clerk (or, in the absence of the Clerk, any Assistant
Clerk) shall be the Secretary. The Secretary shall attend all meetings of the
Directors and shall record all votes of the Board of Directors and minutes of
the proceedings at such meetings. He shall notify the Directors of their
meetings, and shall have and perform such other powers and duties as may from
time to time be determined by the Board of Directors. If a Secretary is elected
but is absent from any such meeting, the Clerk (or any Assistant Clerk) may
perform the duties of the Secretary; otherwise, a Temporary Secretary may be
appointed by the meeting.
ARTICLE V
CAPITAL STOCK
1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation owned by him. All
certificates for shares of stock of the corporation shall state the number and
class of shares evidenced thereby (and designate the series, if any), shall be
signed by the President or a Vice-President and either the Treasurer or an
Assistant Treasurer, may (but need not) bear the seal of the corporation and
shall contain such further statements as shall be required by law. The Board of
Directors may determine the form of certificates of stock except insofar as
prescribed by law or by the Bylaws, and may provide for the use of facsimile
signatures thereon to the extent permitted by law. If the corporation is
authorized to issue more than one class or series of stock, every stock
certificate issued while it is so authorized shall be set forth upon the face or
back thereof either:
(a) the full text of the preferences, voting powers, qualifications
and special and relative rights of the shares of each class and series, if any,
authorized to be issued as set forth in the Articles of Organization; or
(b) a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
2. TRANSFERS. The transfer of all shares of stock in the corporation shall
be subject to the restrictions, if any, imposed by the Articles of Organization,
the Bylaws or any agreement to which the corporation is a party. Every
certificate for shares which are subject to any such restrictions on transfer
shall have the restrictions noted conspicuously on the certificate and
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shall also set forth upon the face or back thereof either the full text of the
restriction or a statement of the existence of such restriction and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Subject to any such
restrictions, title to a certificate of stock and to the shares represented
thereby shall be transferable on the books of the corporation (except when
closed as provided by the Bylaws) upon surrender of the certificates therefor
duly endorsed, or accompanied by a separate document containing an assignment of
the certificate or a power of attorney to sell, assign or transfer the same, or
the shares represented thereby, signed by the person appearing by the
certificate to be the owner of the shares represented thereby, with all such
endorsements or signatures verified if required by the corporation; but the
person registered on the books of the corporation as the owner of the shares
shall have the exclusive right to receive dividends thereon and to vote thereon
as such owner, shall be held liable for such calls and assessments as may
lawfully be made thereon, and except only as may be required by law, may in all
respects be treated by the corporation as the exclusive owner thereof. It shall
be the duty of each stockholder to notify the corporation of his post office
address.
3. FIXING RECORD DATE. The Board of Directors may fix in advance a time of
not more than sixty (60) days preceding the date of any meeting of stockholders
or the date for payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, or the right to receive such dividend or distribution, or
the right to give such consent or dissent, and in such case, only stockholders
of record on such record date shall have such right, notwithstanding any
transfer of stock on the books of the corporation after the record date; or
without fixing such record date the Board of Directors may, for any such
purposes, close the transfer books for all or any part of such sixty-day period.
If no record date is fixed and the transfer books are not closed:
(a) the record date for determining stockholders having the right to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given.
(b) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors acts with respect thereto.
4. LOST CERTIFICATES. In case any certificate of stock of the corporation
shall be lost or destroyed, a new certificate may be issued in place thereof on
reasonable evidence of such loss or destruction, and upon the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar. In case any certificate shall be
mutilated, a new certificate may be issued in place thereof upon such terms as
the Board of Directors may prescribe.
5. ISSUE OF STOCK. Unless otherwise voted by the incorporators or
stockholders, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of any capital stock
of the corporation held in its treasury may be issued or
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disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.
6. DIVIDENDS. Subject to any applicable provisions of the Articles of
Organization and pursuant to law, dividends upon the capital stock of the
corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the Board of
Directors may from time to time, in the absolute discretion of the Board, think
proper as a reserve fund to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the corporation, for working capital or
for such other purposes as the Board of Directors shall think conducive to the
interests of the corporation.
ARTICLE VI
MISCELLANEOUS PROVISIONS
1. FISCAL YEAR. The fiscal year of the corporation shall end on the last
day of December.
2. SEAL. The seal of the corporation shall bear its name, the word
"Massachusetts" and the year of its incorporation; and may bear such other
device or inscription as the Board of Directors may determine.
3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations for payment of money made,
accepted or endorsed by the corporation shall be executed on behalf of the
corporation by such person, or persons, as may be authorized from time to time
by vote of the Board of Directors.
4. CONTRIBUTIONS. The Board of Directors shall have authority to make
donations from the funds of the corporation, in such amounts as the Board of
Directors may determine to be reasonable and irrespective of corporate benefit,
for the public welfare or for community fund, hospital, charitable, religious,
educational, scientific, civic or similar purposes, and in time of war or other
natural emergency in aid thereof.
5. EVIDENCE OF AUTHORITY. A certificate by the Clerk, an Assistant Clerk
or the Secretary, or a Temporary Clerk or Temporary Secretary, as to any action
taken by the stockholders, Board of Directors, any Committee of the Board of
Directors or any officer or representative of the corporation shall, as to all
persons who rely thereon in good faith, be conclusive evidence of such action.
The exercise of any power which, by law or under these Bylaws or under any vote
of the stockholders or of the Board of Directors, may be exercised in case of
absence or any other contingency, shall bind the corporation in favor of anyone
relying thereon in good faith, whether or not the absence or contingency
existed.
6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The corporation shall
indemnify and hold harmless each person, now or hereafter an officer or Director
of the corporation, from and against any and all claims and liabilities to which
he may be or become subject by
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reason of his being or having been an officer or a Director of the corporation
or by reason of his alleged acts or omissions as an officer or Director of the
corporation, and shall indemnify and reimburse each such officer and Director
against and for any and all legal and other expenses reasonably incurred by him
in connection with any such claims and liabilities, actual or threatened,
whether or not at or prior to the time when so indemnified, held harmless and
reimbursed he has ceased to be an officer or a Director of the corporation,
except with respect to any matter as to which such officer or Director shall
have been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation;
provided, however, that prior to such final adjudication the corporation may
compromise and settle any such claims and liabilities and pay such expenses, if
such settlement or payment or both appears, in the judgment of a majority of
those members of the Board of Directors who are not involved in such matters, to
be for the best interest of the corporation as evidenced by a resolution to that
effect adopted after receipt by the corporation of a written opinion of counsel
for the corporation, that, based on the facts available to such counsel, such
officer or Director has not been guilty of acting in a manner that would
prohibit indemnification.
Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this section.
The corporation shall similarly indemnify and hold harmless persons
who serve at its request as directors or officers of another organization in
which the corporation owns shares or of which it is a creditor.
The right of indemnification herein provided shall be in addition to
and not exclusive of any other rights to which any officer or Director of the
corporation, or any such persons who serve at its request as aforesaid, may
otherwise be lawfully entitled. As used in this Section 6, the terms "officer"
and "Director" include their respective heirs, executors and administrators.
7. DEFINITIONS. All references in the Bylaws to the following terms shall
have the following meanings unless specifically otherwise provided:
Bylaws -- These Bylaws, as altered or amended from time to time.
Articles of Organization -- The Articles of Organization as amended
from time to time.
Number of Directors then Constituting a Full Board -- The number of
Directors last fixed by the incorporators or stockholders pursuant
to Section 1 of Article II of the Bylaws.
Annual Meeting of Stockholders -- Either the annual meeting of the
stockholders held on the date fixed therefor, or if it is not held
on such fixed date, a special meeting held in place thereof.
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In addition, whenever the masculine gender is used, it shall include
the feminine and the neuter wherever appropriate.
ARTICLE VII
AMENDMENTS
These Bylaws may be altered, amended or repealed, in whole or in
part, at any annual or special meeting by vote of the holders of a majority in
interest of all stock issued and outstanding and entitled to vote. No change in
the date of the annual meeting may be made within sixty (60) days before the
date fixed in these Bylaws for such meeting. The nature or substance of the
proposed alterations, amendment or repeal shall be stated in the notice of the
meeting.
A true copy.
ATTEST:
Dated: March 9, 1994 /s/Andrew R. Bulens
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Andrew R. Bulens, Clerk
(Corporate Seal)
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