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EXHIBIT 3.4
CODE OF REGULATIONS
OF
TOWER PARKING, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders shall be held in
the month of December of each year for the election of Directors and the
consideration of reports to be laid before such meeting. Upon due notice, there
may also be considered and acted upon at an annual meeting any matter which
could properly be considered and acted upon at a special meeting, in which case
and for which purpose the annual meeting shall also be considered as and shall
be a special meeting. Then the annual meeting is not held or Directors are not
elected thereat, they may be elected at a special meeting called for that
purpose.
Section 2. Special Meetings. Special meetings of shareholders may be
called by the President, or the Vice President or the Secretary or the Treasurer
or by Directors by action at a meeting or by any two of the Directors acting
without a meeting or by any two holders of shares outstanding and entitled to
vote on any proposal to be submitted at said meeting.
Section 3. Place of Meeting. Any meeting of shareholders may be held
either at the principal office of the corporation in Columbus, Ohio, or at such
other place within or without the State of Ohio as may be designated in the
notice of said meeting.
Section 4. Notice of Meetings. Not more than fifteen (15) days nor less
than seven (7) days before the date fixed for a meeting of shareholders, whether
annual or special, written notice of the time, place and purpose of such meeting
shall be given by or at the direction of the President, a Vice-President, the
Secretary or an Assistant Secretary. Such notice shall be given either by
personal delivery or by mail to each shareholder of record entitled to notice of
such meeting. If such notice is mailed, it shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
corporation, and notice shall be deemed to have been given on the day so mailed.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.
Section 5. Shareholders Entitled to Notice and to Vote. If a record
date shall not be fixed pursuant to statutory authority, the record date for the
determination of shareholders who are entitled to notice of a meeting of
shareholders shall be the close of business on the date next preceding the day
on which notice is given. The record date for the determination of shareholders
who are entitled to vote at a meeting of shareholders shall be the close of
business on the date next preceding the date on which the meeting is held.
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Section 6. Quorum; Adjournment. To constitute a quorum at any meeting
of shareholders, there shall be present in person or by proxy shareholders of
record entitled to exercise a majority of the voting power of the corporation in
respect of any one of the purposes for which the meeting is called.
The shareholders present in person or by proxy, whether or not a quorum
be present, may adjourn the meeting from time to time.
Section 7. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the shareholders may be authorized or taken without a
meeting in a writing or writings signed by all of the shareholders who would be
entitled to notice of a meeting for such purpose, which writing or writings
shall be filed with or entered upon the record of the corporation.
Section 8. Inspection of Books and Records. Any shareholder, upon five
(5) days written notice, shall have the unqualified right to examine, in person
or by agent or attorney, all corporate books, records and correspondence and to
make copies or extracts thereof.
Section 9. Close Corporation Agreement. In the event that the
shareholders enter into a close corporation agreement in accordance with Ohio
Revised Code Section 1701.591 to govern the internal affairs of the corporation
and shareholder relations, then the terms of such agreement shall be construed
consistently with these regulations and, in the event of any inconsistency
between the agreement and these regulations, the terms of the agreement shall
govern.
Section 10. Approval and Ratification of Acts of Officers and Board.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act or transaction, prospective or past, of the company or of the
Board or of the officers may be approved or ratified by the affirmative vote at
a meeting of the shareholders, or by the written consent, with or without a
meeting, of the holders of shares entitling them to exercise a majority of the
voting power of the company, and such approval or ratification shall be as valid
and binding as though affirmatively voted for or consented to by every
shareholder of the company.
ARTICLE II
DIRECTORS
Section 1. Election, Number and Term of Office. The Directors shall be elected
at the annual meeting of shareholders, or if not so elected, at a special
meeting of shareholders for that purpose, and each Director shall hold office
until the date fixed by these Regulations for the next succeeding annual meeting
of shareholders and until his successor is elected or until his earlier
resignation, removal from office or death. At any meeting of shareholders at
which Directors are to be elected, only persons nominated as candidates shall be
eligible for election.
The number of Directors to be elected shall be determined from time to
time by the shareholders entitled to vote.
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Section 2. Meetings. Regular meetings of the Directors shall be held
immediately after the annual meeting of shareholders and at such other times and
places as may be fixed by the Directors.
Special meetings of the Directors may be called by the President or
Secretary or Treasurer of the corporation or by any two of the Directors. Notice
of the time and place of a special meeting shall be served upon or telephoned to
each Director personally at least twenty-four (24) hours, or mailed, telegraphed
or cabled to each Director at least seventy-two (72) hours prior to the time of
the meeting.
Section 3. Quorum. A majority of the number of Directors then in office
shall be necessary to constitute a quorum for the transaction of business; but
if at any meeting of the Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
notice other than announcement at the meeting until a quorum shall attend.
Section 4. Action Without a Meeting. Any action which may be authorized
or taken at a meeting of the Directors may be authorized or taken without a
meeting in a writing or writings signed by all of the Directors, which writing
or writings shall be filed with or entered upon the records of the corporation.
Section 5. Vacancy. A vacancy in the Board of Directors may be filled
by the vote of a majority of the whole authorized number of Directors. A
Director elected to fill a vacancy shall be a Director until his successor is
elected by the shareholders.
Section 6. Committees. The Board of Directors may, from time to time,
appoint certain of its members but not less than three (3) to act as a committee
and may delegate to such committee powers and/or duties to be exercised and
performed under the control and direction of the Board of Directors. In
particular, the Board of Directors may create from its membership and define the
powers and duties of an Executive Committee of not less than three members.
During the intervals between the meetings of the Board of Directors, the
Executive Committee, unless restricted by resolution of the Board, shall possess
and may exercise under the control and direction of the Board of Directors, all
of the powers of the Corporation. All action taken by the Executive Committee
shall be reported to the Board of Directors at its first meeting thereafter and
shall be subject to revision or rescission by the Board of Directors, provided,
however, that rights of third parties shall not be adversely affected by any
such action of the Board of Directors. In every case, the affirmative vote of
the majority or consent of all the members of the Executive Committee shall be
necessary for the approval of any action, but action may be taken by the
Executive Committee without a formal meeting. The Executive Committee shall meet
at the call of any members thereof and shall keep a written record of all
actions taken by it.
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ARTICLE III
OFFICERS
Section 1. Officers. The corporation shall have a President, a Secretary and a
Treasurer. The corporation may also have one or more Vice Presidents and such
Assistant Secretaries and Assistant Treasurers as the Directors may deem
necessary. All of the officers and assistant officers shall be elected by the
Directors. Any two or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity.
The President may hold the additional office of Chairman of the Board of
Directors and he may hold the office of Treasurer provided he is elected as
Treasurer by the unanimous vote of the Directors.
The corporation may also elect a Chairman of the Board of Directors who
may or may not have executive duties. If no one else is so elected, then the
President shall be the Chairman of the Board of Directors.
Section 2. Authority, Duties and Compensation of Officers. The officers
of the corporation shall have such authority and shall perform such duties as
are customarily incident to their respective offices or as may be specified from
time to time by the Directors regardless of whether such authority and duties
are customarily incident to such office.
Upon request of the president of the company as to any other officer or
officers and upon request of a majority of the members of the Board of Directors
acting individually, as to the president, any officer receiving compensation
shall enter into an agreement between the company and himself and thereby such
officer shall agree to reimburse the company for any amount of the officer's
salary, the deduction for which is disallowed the company by the Internal
Revenue Service as being unreasonable in amount. The president is authorized to
execute such agreements on behalf of the company except where the subject
agreement concerns the president's salary, in which case any other officer shall
be authorized to execute the agreement on behalf of the company. Execution of
such a reimbursement agreement upon request, as set forth above, is a condition
of future employment, and the president is authorized to discharge any officer
who refuses to comply with the provisions herein, and likewise the Board of
Directors is empowered to discharge the president from office if he refuses so
to comply. Although all compensation will be bargained for on an arm's length
basis, and every effort will be made to establish reasonable compensation, the
application of tax laws are subject to uneven interpretation and the company
needs to examine its economic cost of compensation and its deductibility is a
factor that significantly affects that economic cost to the company, as well as
the company's cash flow and profit.
Section 3. Removal. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors whenever, in the
judgment of the Board, the best interests of the Corporation would be served
thereby.
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ARTICLE IV
MISCELLANEOUS
Section 1. Certificates. Every shareholder in the corporation shall be entitled
to have a certificate of shares signed in the name of the Corporation certifying
the number and class of shares represented by such certificate.
Section 2. Transfer and Registration of Certificate. The Directors
shall have authority to make such rules and regulations as they deem expedient
concerning the issuance, transfer and registration of certificates for shares
and the shares represented thereby and may appoint transfer agents and
registrars thereof.
Section 3. Substituted Certificates. In case a certificate of shares is
lost, stolen or destroyed, a new certificate may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may determine.
Section 4. Voting Upon Shares Held by the Corporation. Unless otherwise
ordered by the Directors, the President, in person or by proxy or proxies
appointed by him, shall have full power and authority on behalf of the
Corporation to vote, act and consent with respect to any shares issued by other
corporations which the Corporation may own.
Section 5. Corporate Seal. The Corporation shall not have a corporate
seal.
Section 6. Articles to Govern. If any provision of these Regulations
shall be inconsistent with the Articles, the Articles shall govern.
Section 7. Transactions Among Related Parties. If any person who is a
member of the Board of Directors or a shareholder of the company causes the
rental of real or personal property to the company, the rental agreement shall
be fair, shall be bargained for at arm's length and as a condition of any rental
agreement, shall, at the company's request, provide that said Lessor agrees to
reimburse the company for any amount paid under said agreement the deduction for
which is disallowed the company by the Internal Revenue Service as being
unreasonable in amount, or bargained for not at arm's length. The president is
authorized to execute such agreements on behalf of the company. It is in this
manner that the company can evaluate the true economic cost of payment under the
agreement in that its deductibility is a factor that significantly affects that
economic cost to the company, as well as the company's cash flow and profit.
Section 8. Amendments. These Regulations may be amended by the
affirmative vote or the written consent of the shareholders of record entitled
to exercise a majority of the voting power on such proposal, provided, however,
that if an amendment is adopted by written consent without a meeting of the
shareholders, the Secretary shall mail a copy of such amendment to each
shareholder of record who would have been entitled to vote thereon and did not
participate in the adoption thereof.
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