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AMENDED AND RESTATED
BY-LAWS
OF
STANDARD PARKNG CORPORATION
ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of Illinois
a registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held
on the second Wednesday in January of each year for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called either by the president, by the board of directors or by the
holders of not less than one-fifth of all the outstanding shares of the
corporation entitled to vote, for the purpose or purposes stated in the call of
the meeting.
SECTION 3. PLACE OF MEETING. The board of directors may designate
any place, as the place of meeting for any annual meeting or for any special
meeting called by the board of directors. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be held at the
principal office of the corporation.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place,
date, and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the case of a
merger consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or
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place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be the date on which notice of the meeting is mailed, and
the record date for the determination of shareholders for any other purpose
shall be the date on which the board of directors adopts the resolution relating
thereto. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting.
SECTION 6. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be open to inspection by any
shareholder for any purpose germane to the meeting, 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 may be inspected by any shareholder during the whole
time of the meeting. The original share ledger or transfer book, or a duplicate
thereof kept in this State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.
SECTION 7. QUORUM. The holders of a majority of the outstanding
shares of the corporation entitled to vote on a matter present in person or
represented by proxy shall constitute a quorum at any meeting of shareholders;
provided that if less than a majority of the outstanding shares are represented
at said meeting, a majority of the shares so represented may adjourn the meeting
at any time without further notice. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Business Corporation Act of 1983 ("Business Corporation Act"),
the Articles of Incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.
SECTION 8. PROXIES. Each shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in writing
without a meeting
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may authorize another person or persons to act for him by proxy, but no such
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
No proxy shall be solicited by means of any communication containing
a statement which, at the time and in the light of the circumstances under which
it is made, is false or misleading with respect to any material fact or which
omits to state any material fact necessary in order that the statements made not
be false or misleading.
SECTION 9. VOTING OF SHARES. Each outstanding share, of each class
of shares entitled to vote on a matter, shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders, and in all elections
for directors, every shareholder shall have the right to vote the number of
shares owned by such shareholder for as many persons as there are directors to
be elected, or to cumulate such votes and give one candidate as many votes as
shall equal the number of directors multiplied by the number of such shares or
to distribute such cumulative votes in any proportion among any number of
candidates.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of a
corporation held by the corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. A corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporation shareholder to the corporation as a
person or an office authorized to vote such shares. Such persons and offices
indicated shall be registered by the corporation on the transfer books for
shares and included in any voting list.
Shares registered in the name of a deceased person, a minor ward or
a person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority so
to do is contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or otherwise
represent their share, for a period not to exceed ten years, by entering into a
written voting trust agreement specifying the
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terms and conditions of the voting trust, and by transferring their shares to
such trustee or trustees for the purpose of the agreement. Any such trust
agreement shall not become effective until a counterpart of the agreement is
deposited with the corporation at its registered office. The counterpart of the
voting trust agreement so deposited with the corporation shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and shall be
subject to examination by any holder of a beneficial interest in the voting
trust, either in person or by agent or attorney, at any reasonable time for any
proper purpose.
Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. INSPECTORS. At any meeting of shareholders, the
presiding officer may, or upon the request of any shareholder shall, appoint one
or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or
by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise
provided in the Articles of Incorporation, any action required to be taken at
any annual or special meeting of the shareholders of the corporation, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed (a) if 5 days prior notice of the proposed
action is given in writing to all of the shareholders entitled to vote with
respect to the subject matter thereof, 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 voting or (b) by all of the shareholders entitled to
vote with respect to the subject matter thereof.
Prompt notice of the taking of the corporation action without a
meeting by less than unanimous written consent shall be given in writing to
those shareholders who have not consented in writing. In the event that the
action which is consented to is such as would have required the filing of a
certificate under any Section of the Business Corporation Act if such action had
been voted on by the shareholders at a meeting thereof, the certificate filed
under such Section shall state, in lieu of any statement required by such
Section concerning any vote of shareholders, that written consent has been given
in accordance with the provisions of Section
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7.10 of the Business Corporation Act and that written notice has been given as
provided in such Section.
SECTION 13. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand the voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by
or under the direction of its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be three (3). Each director shall hold office
until the next annual meeting of shareholders or until his successor shall have
been elected and qualified. Directors need not be residents of Illinois or
shareholders of the corporation. The number of directors may be increased or
decreased from time to time by the amendment of this section; but no decrease
shall have the effect of shortening the term of any incumbent director.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held immediately after the annual meeting of shareholders.
The board of directors may provide, by resolution, time and place for the
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any director.
The person or persons authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of the
board of directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least three (3) days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for transaction of business at any
meeting of the board of directors, provided that if less than a majority of such
number of directors are present at said meeting, a majority of the directors
present may adjourn the meeting at any time without further notice.
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SECTION 7. MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless the act of a greater number is required by
statute, these by-laws, or the Articles of Incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the
number of directors, shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.
SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited
by the Articles of Incorporation, any action required to be taken at a meeting
of the board of directors, or any other action which may be taken at a meeting
of the board of directors, or of any committee thereof may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors entitled to vote with respect to the subject matter
thereof, or by all the members of such committee, as the case may be. Any such
consent signed by all the directors or all the members of the committee shall
have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State or with anyone else.
SECTION 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
SECTION 12. COMMITTEES. The board of directors by resolution adopted
by a majority of the number of directors fixed by the by-laws or otherwise may
create one or more committees and appoint members of the board to serve on the
committee or committees. Each committee shall have two or more members, who
serve at the pleasure of the board.
Unless the appointment by the board of directors requires a greater
number, a majority of any committee shall constitute a quorum and a majority of
a quorum is necessary for committee action. A committee may act by unanimous
consent in writing without a meeting and, subject to the provisions of the
by-laws or action by the board of directors, the committee by majority vote of
its members shall determine the time and place of meetings and the notice
required therefor.
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To the extent specified by the board of directors or in the Articles
of Incorporation, each committee may exercise the authority of the board of
directors, provided, however, a committee may not:
(a) authorize distributions;
(b) approve or recommend to shareholders any act required to be
approved by shareholders;
(c) fill vacancies on the board or on any of its committees;
(d) elect or remove officers or fix the compensation of any member
of the committee;
(e) adopt, amend or repeal the by-laws;
(f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except according
to a general formula or method prescribed by the Board;
(h) authorize or approve the issuance or sale, or contract for
sale, of shares or determine the designation and relative
rights, preferences, and limitations of a series of shares,
except that the board may direct a committee to fix the
specific terms of the issuance or sale or contract for sale or
the number of shares to be allocated to particular employees
under an employee benefit plan; or
(i) amend, alter, repeal, or take action inconsistent with any
resolution or action of the board of directors when the
resolution or action of the board of directors provides by its
terms that it shall not be amended, altered or repealed by
action of a committee.
SECTION 13. RESIGNATION AND REMOVAL OF DIRECTORS. A director may
resign at any time upon written notice to the board of directors. One or more of
the directors may be removed, with or without cause, at a meeting of
shareholders by the affirmative vote of the holders of a majority of the
outstanding shares then entitled to vote at an election of directors, except as
follows:
(a) No director shall be removed at a meeting of shareholders unless
the notice of such meeting shall state that a purpose of the meeting is to vote
upon the removal of one or more directors named in the notice. Only the named
director or directors may be removed at such meeting.
(b) If less than the entire board is to be removed, no director may
be removed, with or without cause, if the votes cast against his removal would
be sufficient to elect him if then cumulatively voted at an election of the
entire board of directors.
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SECTION 14. TELEPHONIC MEETINGS. The board of directors or any
committee of the board of directors may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a chairman of the
board of directors, a president, one or more vice-presidents, a treasurer, a
secretary, and such other officers as may be elected or appointed by the board
of directors. Any two or more offices may be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the meeting
of the board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of an officer shall
not of itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. CHAIRMAN OF THE BOARD. The chairman of the board shall
preside over all executive committee meetings of the executive committee of the
corporation, and shall preside at all meetings of the shareholders and of the
board of directors.
He may sign, in lieu of the president, certificates for shares of
the corporation, deeds, mortgages, bonds, contracts or other instruments, which
the board of directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the board of
directors or these by-laws to some other officer or agent of the corporation or
in cases where the signing and execution thereof is required by law to be
performed by some other officer or agent of the corporation.
SECTION 5. PRESIDENT. The president shall be the principal executive
officer of the corporation. Subject to the direction and control of the board of
directors, he shall be in charge of the business of the corporation; he shall
see that the resolutions and directions of the board of directors are carried
into effect except in those instances in which that responsibility is
specifically assigned to some other person by the board of directors; and, in
general, he shall discharge all duties incident to the office of president and
such other duties as may be prescribed
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by the board of directors from time to time. He shall preside at all meetings of
the shareholders and of the board of directors. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, he may execute for the
corporation certificates for its shares, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, and he may accomplish such execution either under or without the seal
of the corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument. He may vote all
securities which the corporation is entitled to vote except as and to the extent
such authority shall be vested in a different officer or agent of the
corporation by the board of directors.
SECTION 6. THE VICE-PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice presidents) shall assist
the president in the discharge of his duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors. In the absence of the president or
in the event of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) shall perform 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. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements on the form of the instrument.
SECTION 7. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors.
SECTION 8. THE SECRETARY. The secretary shall: (a) record the
minutes of the shareholders' and the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post-office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue
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of which shall have been authorized by the board of directors, and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed, according to the requirements of the
form of the instrument, except when a different mode of execution is expressly
prescribed by the board of directors or these by-laws; (f) have general charge
of the stock transfer books of the corporation; (g) perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretary may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws.
SECTION 10. SALARIES. The salaries of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.
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ARTICLE VI
CERTIFICATES FOR
SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The issued shares of the corporation shall
be represented by certificates or shall be uncertificated shares. Certificates
representing shares of the corporation shall be signed by the president or a
vice-president or by such officer as shall be designated by resolution of the
board of directors and by the secretary or an assistant secretary, and may be
sealed with the seal or a facsimile of the seal of the corporation. If both of
the signatures of the officers be by facsimile, the certificate shall be
manually signed by or on behalf of a duly authorized transfer agent or clerk.
Each certificate representing shares shall be consecutively numbered or
otherwise identified, and shall also state the name of the person to whom
issued, the number and class of shares (with designation of series, if any), the
date of issue, that the corporation is organized under Illinois law, and the par
value or a statement that the shares are without par value. If the corporation
is authorized and does issue shares of more than one class or of series within a
class, the certificate shall also contain such information or statement as may
be required by law.
No certificate shall be issued for any shares until such shares are
fully paid.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were issued
shall be entered on the books of the corporation. 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.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares
allegedly has been lost or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it may
impose.
SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the
corporation shall be recorded on the books of the corporation and, except in the
case of a lost or destroyed certificate, shall be made on surrender for
cancellation of the certificate for such shares. A certificate presented for
transfer must be duly endorsed and proper guaranty of signature and other
appropriate assurances that the endorsement is effective may be required.
Unless otherwise provided by the Articles of Incorporation, or by
these by-laws, the board of directors may provide by resolution that some or all
of any or all classes and series of its shares shall be uncertificated shares,
provided that such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation. Within a
reasonable time after the issuance or transfer of uncertificated shares, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates.
Except as otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares and rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
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ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of
the board of directors.
ARTICLE VIII
DISTRIBUTIONS
The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restriction in the Articles of
Incorporation and subject also to the limitations following:
No distribution may be made if, after giving it effect:
(a) The corporation would be insolvent; or
(b) The net assets of the corporation would be less than zero or
less than the maximum amount payable at the time of
distribution to shareholders having preferential rights in
liquidation if the corporation were then to be liquidated.
The board of directors may base a determination that a distribution
may be made either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.
The effect of a distribution shall be measured as of the earlier of:
(a) the date of its authorization if payment occurs within 120
days after the date of authorization or the date of payment if
payment occurs more than 120 days after the date of
authorization; or
(b) In the case of distribution by purchase, redemption, or other
acquisition of the corporation's shares, the earlier of (i)
the date money or other property is transferred or debt
incurred by the corporation of (ii) the date shareholders
cease to be shareholders.
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ARTICLE IX
SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these by-laws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act, a waiver thereof in writing,
signed by the person or person entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI
AMENDMENTS
The by-laws of the corporation may be amended, altered, or repealed
by the shareholders or the board of directors, but no by-law adopted by the
shareholders may be altered, amended, or repealed by the board of directors.
ARTICLE XII
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
(a) The corporation shall and does hereby indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or who is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably
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believed to be in or not opposed to the best interests of the corporation or,
with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was unlawful.
(b) The corporation shall and does hereby indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to the best interests of the corporation, provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in subsections (a) or (b). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceedings, or (2) if such a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested direct so directs, by independent legal counsel in
a written opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding, as authorized by the board of directors in
the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or
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her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(g) A corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article.
(h) If a corporation has paid indemnity or has advanced expenses to
a director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) For purposes of this Article, references to "the corporation"
shall include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent or another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.
(j) For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article.
ARTICLE XIII
FUTURE AMENDMENTS TO
BUSINESS CORPORATION ACT
In the event the Business Corporation Act is amended after the
adoption of these by-laws in a manner which makes these by-laws conflict with
the Business Corporation Act, these by-laws shall be deemed to be amended to
comport with such conflicting provisions of the amended Business Corporation
Act.
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UNANIMOUS WRITTEN CONSENT
OF THE SOLE DIRECTOR AND
SHAREHOLDER OF
STANDARD PARKING CORPORATION
The undersigned, being the sole Director and Shareholder of Standard
Parking Corporation, an Illinois corporation, hereby consents in writing to the
adoption of the following resolutions:
RESOLVED, that Myron Warshauer be and hereby is elected as
sole director of the Corporation, to hold such position until his
successor has been duly elected and qualified;
FURTHER RESOLVED, that any and all acts previously taken by
the directors of the Corporation since the date of the last annual
meeting to the date hereof are in all respects expressly ratified
and confirmed as the acts and deeds of the Corporation;
FURTHER RESOLVED, that the form, terms and provisions of the
Agreement to Terminate the Stock Purchase Agreement dated November
20, 1990 by and among Sidney Warshauer as Trustee of the Sidney
Warshauer Trust dated November 1, 1979, Myron Warshauer and the
Corporation, a copy of which is attached hereto as Exhibit A,
terminating that certain Stock Purchase Agreement dated December 5,
1979 and as amended in that certain First Amendment to Stock
Purchase Agreement dated July 1, 1986 and in that certain Second
Amendment to Stock Purchase Agreement dated October 10, 1986, be and
hereby is approved;
FURTHER RESOLVED, that the form, terms and provisions of the
Stock Assignment dated November 20, 1990 by Sidney Warshauer as
Trustee of the Sidney Warshauer Trust dated November 1, 1979,
transferring to Myron Warshauer its two (2) shares of common stock
of the Corporation, a copy of which is attached hereto as Exhibit B,
be and hereby is approved;
FURTHER RESOLVED, that Article III, Section 2 of the By-Laws
of the Corporation is amended to read as follows:
"SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the corporation shall be one (1). The directors
shall hold office until the next annual meeting of
shareholders or until his successor shall have been elected
and qualified. The director need not be a resident of Illinois
or shareholder of the Corporation. The number of directors may
be increased from time to time by the amendment of this
Section."
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FURTHER RESOLVED, that Article IV, Section 4 of the By-Laws of
the Corporation is amended to read as follows:
"SECTION 4. CHAIRMAN OF THE BOARD. The chairman of the board
may sign, in lieu of the president, certificates for shares of
the corporation, deeds, mortgages, bonds, contracts or other
instruments, which the board of directors have authorized to
be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors
of these By-Laws to some other officer or agent of the
corporation or in cases where the signing and execution
thereof is required by law to be performed by some other
officer or agent of the corporation."
FURTHER RESOLVED, that the appropriate officers of the
Corporation be and hereby are authorized and directed to take such
actions as may be necessary or appropriate to implement the
foregoing resolutions.
Dated: November 20, 1990
/s/ Myron Warshauer
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Myron Warshauer,
Director and Shareholder
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