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Exhibit 3.22
BY-LAWS OF
ARTICLE I
PLACE OF BUSINESS
The principal office for the transaction of the business of the corporation
shall be located at such place or places within the County of Los Angeles, State
of California, as the Board of Directors shall from time to time determine.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. POWERS. Subject to the limitation of the Articles of Incorporation,
of the By-Laws and of the Laws of the State of California as to actions to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of Directors.
a. Exception for Close Corporation.
Notwithstanding the provisions of Section 1, in the event that this
corporation shall elect to become a close corporation, its Shareholders may
enter into a Shareholders' Agreement. Said agreement may provide for the
exercise of corporate powers and the management of the business and affairs of
this corporation by the Shareholders, provided however such agreement shall, to
the extent and so long as the discretion or the powers of the Board in its
management of corporate affairs is controlled by such agreement, impose upon
each Shareholder who is a party thereof, liability for managerial acts performed
or omitted by such person pursuant thereto otherwise imposed upon Directors.
Section 2. NUMBER OF DIRECTORS AND QUALIFICATIONS. The authorized number of
directors of the corporation shall be two until changed by amendment to the
Articles of Incorporation or by an amendment to this Section 2, Article I of
these By-Laws, adopted by the vote or written assent of the shareholders
entitled to exercise the majority of the voting power of the corporation.
Section 3. ELECTION AND TENURE OF OFFICE. The directors shall be elected by
ballot at the annual meeting of the shareholders, to serve for one year and
until their successors are elected and have qualified. Their term of office
shall begin immediately after election.
Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and, each director so elected shall hold office until his
successor is elected at an annual meeting of shareholders or at a special
meeting called for that purpose.
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The Shareholders may at any time elect a director to fill any vacancy not
filled by the directors, and may elect the additional directors at the meeting
at which an amendment of the By-Laws is voted authorizing an increase in the
number of directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, of if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized directors.
If the Board of Directors accepts the resignation of a Director tendered
to take effect at a future time, The Board, or the shareholders, shall have
power to elect a successor to take office when the resignation shall become
effective.
No reduction of the number of directors shall have the effect of removing
any director prior to the expiration of his term or office.
The entire Board of Directors or any individual director may be removed
from office as provided in the Corporations Code. In such case, the remaining
Board members may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.
Section 5. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of
Directors may be called by the Chairman of the Board, or the President, or any
Vice President, or the Secretary, or any two (2) Directors and shall be held at
the principal executive office of the corporation in the State of California,
unless some other place is designated in the notice of the meeting. Members of
the Board may participate in a meeting through use of a conference telephone or
similar communications equipment so long as all members participating in such a
meeting can hear one another. Accurate minutes of any meeting of the Board or
any committee thereof, shall be maintained as required by the Corporations Code
by the Secretary or other Officer designated for that purpose.
Section 6. ORGANIZATION MEETINGS. The organization meetings of the Board of
Directors shall be held immediately following the adjournment of the annual
meetings of the Shareholders.
SECTION 7. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at the corporate offices, or such other place as may be designated
by the Board of Directors, on the 15th day of each month at 9:00 AM. If said day
shall fall upon a holiday, such meeting shall be held on the next succeeding
business day thereafter. No notice need be given at such regular meetings.
Section 9. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board
may be called at any time by the President or, if he is absent or unable or
refuses to act, by any Vice President or the Secretary or by any two Directors,
or by one Director if only one is provided.
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At least forty-eight (48) hours notice of the time and place of special
meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him at his
address as it is shown upon the records of the corporation, (or if it is not so
shown on such records or is not readily ascertainable at the place in which the
meetings of the Directors are regularly held). In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid, in the place in
which the principal executive office of the corporation is located at least four
(4) days prior to the time of the holding of the meeting. Such mailing,
telegraphing, telephoning or delivery as above provided shall be due, legal and
personal notice to such Director.
When all of the Directors are present at any Directors' meeting, however
called or noticed, and either (i) sign a written consent thereto on the records
of such meeting, or, (ii) if a majority of the Directors are present and if
those not present sign a waiver of notice of such meeting or a consent to
holding the meeting or an approval of the minutes thereof, whether prior to or
after the holding of such meeting, which said waiver, consent or approval shall
be filed with the Secretary of the corporation or (iii) if a Director attends a
meeting without notice but without protesting, prior thereto or at its
commencement, the lack of notice to him, then the transactions thereof are as
valid as if had at a meeting regularly called and noticed.
Section 10. SOLE DIRECTOR PROVIDED BY ARTICLES OF INCORPORATION. In the event
only one Director is required by the By-Laws or Articles of Incorporation, then
any reference herein to notices, waivers, consents, meetings or other actions by
a majority or quorum of the Directors shall be deemed to refer to such notice,
waiver, etc., by such sole Director, who shall have all the rights and duties
and shall be entitled to exercise all of the powers and shall assume all the
responsibilities otherwise herein described as given to a Board of Directors.
Section 11. DIRECTORS ACTING BY UNANIMOUS WRITTEN CONSENT. Any action required
or permitted to be taken by the Board of Directors may be taken without a
meeting and with the same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or collectively by all
members of the Board. Such consent shall be filed with the regular minutes of
the Board.
Section 12. A majority of the number of Directors as fixed by the Articles of
Incorporation or By-Laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the Directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the Directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business. A
meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is
approved by a majority of the required quorum for such meeting.
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Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to absent Directors if the time and place be
fixed at the meeting adjourned and held within twenty-four (24) hours, but if
adjourned more than twenty-four (24) hours, notice shall be given to all
Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board a fixed sum and
expense of attendance, if any, may be allowed for attendance at each regular and
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the company in any other
capacity and receiving compensation therefor.
Section 15. COMMITTEES. Committees of the Board may be appointed by resolution
passed by a majority of the whole Board. Committees shall be composed of two or
more members of the Board, and shall have such powers of the Board as may be
expressly delegated to it by resolution of the Board of Directors, except those
powers expressly made non-delegable by the Corporations Code.
Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may
elect one or more persons to be Advisory Directors who shall not by such
appointment be members of the Board of Directors Advisory Directors shall be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board. The period during which the title shall be
held may be prescribed by the Board of Directors. If no period is prescribed,
the title shall be held at the pleasure of the Board.
Section 17. RESIGNATIONS. Any Director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board
of Directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a Chairman of the
Board or a President or both, a Secretary and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more Assistant Secretaries and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article. One person may hold two or more offices.
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Section 2. ELECTION. The Officers of the corporation, except such Officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article shall be chosen annually by the Board of Directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such
other Officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the By-Laws or as the Board of Directors may from time to
time determine.
Section 4. REMOVAL AND RESIGNATION. Any Officer may be removed, either with or
without cause, by a majority of the Directors at the time in office, at any
regular or special meeting of the Board, or, except in case of an Officer chosen
by the Board of Directors, by any Officer upon whom such power of removal may be
conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board
of Directors, or to the President, or to the Secretary of the corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in the By-Laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be
such an Officer, shall, if present, preside at all meetings of the Board of
Directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
By-Laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an Officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and Officers of the
corporation. He shall preside at all meetings of the Shareholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be ex officio a member of all the standing
committees, including the Executive Committee, if any, and shall have the
general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the By-Laws.
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Section 8. VICE PRESIDENT. In the absence or disability of the President, the
Vice Presidents, in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of Directors, shall
perform all 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. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of
minutes at the principal office or such other place as the Board of Directors
may order, of all meetings of Directors and Shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings, the
number of shares present or represented at Shareholders' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register, showing the names of the Shareholders and their
addresses; the number and classes of shares held by each; the number and date
of certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and he shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. This Officer shall keep and maintain, or
cause to be kept and maintained in accordance with generally accepted accounting
principles, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, earnings (or surplus) and
shares. The books of account shall at all reasonable times be open to inspection
by any Director.
This Officer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the Board of Directors. He shall disburse the funds of the corporation at may be
ordered by the Board of Directors, shall render to the President and Directors,
whenever they request it, an account of all of his transactions and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors of the
By-Laws.
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ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. Meetings of the Shareholders shall be held at the
principal executive office of the corporation, in the State of California,
unless some other appropriate and convenient location be designated for that
purpose from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be
held, each year, as follows: on the 1st day of April of each year commencing
1979. If this day shall be a legal holiday, then the meeting shall be held on
the next succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the corporation and transact such other business as may be properly brought
before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called
at any time by the Board of Directors, the Chairman of the Board, the President,
a Vice President, the Secretary, or by one or more Shareholders holding not less
than one-tenth (1/10) of the voting power of the corporation, except as next
provided, notice shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board) entitled to call, a special meeting of
Shareholders, such Officer shall cause notice to be given to the Shareholders
entitled to vote, that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than twenty-five nor more than sixty
days after the receipt of such request. If such notice is not given within
twenty days after receipt of such request, the persons calling the meeting may
give notice thereof in the manner provided by these By-Laws or apply to the
Superior Court as provided in the Corporations Code.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special,
shall be given in writing not less than ten nor more than sixty days before the
date of the meeting, to Shareholders entitled to vote thereat by the Secretary
or the Assistant Secretary, or if there be no such Officer, or in the case of
his neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail or other
means of written communication as provided in the Corporations Code and shall be
sent to the Shareholder's address appearing on the books of the corporation, or
supplied by him to the corporation for the purpose of notice, and in the absence
thereof, as provided in the Corporations Code.
Notice of any meeting of Shareholders shall specify the place, the day and
the hour of meeting, and (1) in case of a special meeting, the general nature of
the business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting,
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ARTICLE IV
AMENDMENT TO BY-LAWS OF EXECUTIVE PARKING INC.
by Joint Action by Shareholders and Directors
by Unanimous Written Consent, dated 1/21/87.
Section 1.1. TELEPHONIC MEETINGS. Any meeting, annual or special, may be
held by conference telephone or similar communication equipment, so long as all
shareholders participating in such meeting can hear one another, and all such
shareholders shall be deemed to be present in person at such meeting.
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those matters which the Board at date of mailing, intends to present for action
by the Shareholders. At any meetings where Directors are to be elected, notice
shall include the names of the nominees, if any, intended at date of Notice to
be presented by management for election.
If a Shareholder supplies no address, notice shall be deemed to have been
given to him if mailed to the place where the principal executive office of the
company, in California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.
When a meeting is adjourned for forty-five days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which such adjournment is taken.
Section 5. VALIDATION OF SHAREHOLDERS' MEETINGS. The transactions of any meeting
of Shareholders, however called and noticed, shall be valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
Shareholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. Attendance
shall constitute a waiver of notice, unless objection shall be made as provided
in the Corporations Code.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which
may be taken at a meeting of the Shareholders, may be taken without a meeting or
notice of meeting if authorized by a writing signed by all of the Shareholders
entitled to vote at a meeting for such purpose, and filed with the Secretary of
the corporation, provided further that while ordinarily Directors can only be
elected by unanimous written consent as provided in the Corporations Code, if
the Directors fail to file a vacancy, then a Director to fill that vacancy may
be elected by the written consent of persons holding a majority of shares
entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided in the
Corporations Code or the Articles, any action which may be taken at any annual
or special meeting of Shareholders may be taken without a meeting and without
prior notice of a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares having not less than the minimum
number
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ARTICLE IV
AMENDMENT TO BY-LAWS OF EXECUTIVE PARKING INC.
by Joint Action by Shareholders and Directors
by Unanimous Written Consent, dated 1/21/87.
Section 4.1.
The notice of any meeting of shareholders shall specify... (3) in the case
of both special and annual meetings, if such is to be held by telephonic
communication, the notice thereof shall so state.
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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 voted.
Unless the consents of all Shareholders entitled to vote have been
solicited in writing,
(1) Notice of any Shareholder approval pursuant to the Corporations Code
without a meeting by less than unanimous written consent shall be given at least
10 days before the consummation of the action authorized by such approval, and
(2) Prompt notice shall be given of the taking of any other corporate
action approved by Shareholders without a meeting by less than unanimous written
consent, to each of those Shareholders entitled to vote who have not consented
in writing.
Any Shareholder giving a written consent, or the Shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.
Section 8. QUORUM. The holders of a majority of the share entitled to vote
thereat, present in person, or represented by proxy, shall constitute a quorum
at all meetings of the Shareholders for the transaction of business except as
otherwise provided by law, by the Articles of Incorporation, or by these
By-Laws. If, however, such majority shall not be present or represented at any
meeting of the Shareholders, the Shareholders entitled to vote thereat, present
in person, or by proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be present. At such
adjourned meeting at which the requisite amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less then a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.
Section 9. VOTING RIGHTS; CUMULATIVE VOTING. Only persons in whose names shares
entitled to vote stand on the stock records of the corporation on the day of any
meeting of Shareholders, unless some other day be fixed by the Board of
Directors for the determination of Shareholders of record, and then on such
other day, shall be entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholder has given notice at the meeting prior to the
voting of the Shareholder's intent to cumulate the Shareholder's votes, every
Shareholder entitled to vote at any election for Directors of any corporation
for profit may cumulate his votes and give one candidate a number of votes equal
to the number of Directors to be elected multiplied by the number of votes
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ARTICLE X
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
The Corporation shall, to the maximum extent permitted by the California
Corporation Code indemnify each of its directors and officers against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that any such
person is or was a director or officer of the Corporation and shall advance to
such director or officer expenses incurred in defending any such proceeding to
the maximum extent permitted by law. For purposes of this Article X, a
"director" or "officer" of the Corporation includes any person who is or was a
director or officer of the Corporation, or is or was serving at the request of
the corporation as a director or officer of another Corporation, or other
enterprise, or was a director or officer of a Corporation which was a
predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation. The board of directors may in its
discretion provide by resolution for such indemnification of, or advance of
expenses to, other agents of the Corporation, and likewise may refuse to provide
for such indemnification or advance of expenses except to the extent such
indemnification is mandatory under the California Corporation Code.
(As added to the By-Laws of Executive Parking, Inc. by Amendment by Resolution
adopted by Unanimous Written Consent of the Shareholders and Directors dated
1/21/87.)
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to which his shares are entitled, or distribute his votes on the same principle
among as many candidates as he thinks fit.
The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding thirty
days preceding the date of any meeting of Shareholders or the date fixed for the
payment of any dividend or distribution, or for the allotment of rights, or when
any change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of and to vote
at any such meeting, or entitled to receive any such dividend or distribution,
or any allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares, in such case only Shareholders of
record on the date so fixed shall be entitled to notice of and to vote at such
meeting, or to receive such dividends, distribution or allotment of rights, or
to exercise such rights, as the case may be, notwithstanding any transfer of any
share on the books of the company after any record date fixed as aforesaid. The
Board of Directors may close the books of the company against transfers of
shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents,
may do so, either in person or by written proxy, executed in accordance with the
provisions of the Corporations Code and filed with the Secretary of the
corporation.
Section 11. ORGANIZATION. The President, or in the absence of the President, any
Vice President, shall call the meeting of the Shareholders to order, and shall
act as chairman of the meeting. In the absence of the President and all of the
Vice Presidents, Shareholders shall appoint a chairman for such meeting. The
Secretary of the company shall act as Secretary of all meetings of the
Shareholders, but in the absence of the Secretary at any meeting of the
Shareholders, the presiding Officer may appoint any person to act as Secretary
of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders
the Board of Directors may, if they so elect, appoint inspectors of election to
act at such meeting or any adjournments thereof. If inspectors of election be
not so appointed, the chairman of any such meeting may, and on the request of
any Shareholder or his proxy shall, make such appointment at the meeting in
which case the number of inspectors shall be either one or three as determined
by a majority of the Shareholders represented at the meeting.
Section 13. SHAREHOLDERS' AGREEMENTS. Notwithstanding the above provisions in
the event this corporation elects to become a close corporation, an agreement
between two or more Shareholders thereof, if in writing and signed by the
parties thereof, may provide that in exercising any voting rights the shares
held by them shall be voted as provided therein or as provided by the
Corporations Code, and may otherwise modify these provisions as to Shareholders'
meetings and actions.
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ARTICLE VI
(As added by amendment to the By-Laws of Executive Parking, Inc.) by Resolution
adopted by Unanimous Written Consent of the Shareholders and Directors dated
1/21/87.)
Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement
and any income statement of the Corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the Corporation as of the end
of each such period, that has been prepared by the Corporation shall be kept on
file in the principal executive office of the Corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to any
shareholder demanding an examination of any such statement or a copy shall be
mailed to any such shareholder upon written request to the chief financial
officer therefore.
If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of shares of the Corporation make a written
request to the Corporation for an income statement of the Corporation for a
three-month, six-month or nine-month period of the current fiscal year ended
more than thirty (30) days prior to the date of the request, and a balance sheet
of the Corporation as of the end of such period, the chief financial officer
shall cause such statement to be prepared, if not already prepared, and shall
deliver personally or mail such statement or statements to the person making the
request within thirty (30) days after the receipt of such request. If the
Corporation has not sent to the shareholders its annual report for the last
fiscal year, this report shall likewise be delivered or mailed to such
shareholder or shareholders within thirty (30) days after such request.
The Corporation also shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared and a balance sheet as of the end of such
period.
The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report thereon, if any, of any independent
accountant engaged by the Corporation or the certificate of an authorized
officer of the Corporation that such financial statements were prepared without
audit from the books and records of the Corporation.
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ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such
form and device as the Board of Directors may designate and shall state the name
of the record holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a statement of the
rights, privileges, preferences and restrictions, if any; a statement as to the
redemption or conversion, it any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.
Every certificate for shares must be signed by the President or a Vice
President and the Secretary or an Assistant Secretary or must be authenticated
by facsimiles of the signatures of the President and Secretary or by a facsimile
of the signature of its President and the written signature of its Secretary or
an Assistant Secretary. (Before it becomes effective every certificate for
shares authenticated by a facsimile of a signature must be countersigned by a
transfer agent or transfer clerk and must be registered by an incorporated bank
or trust company, either domestic or foreign, as registrar of transfers.
OPTIONAL)
Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of that
fact and shall if the Directors so require give the corporation a bond of
indemnity, in form and with one or more sureties satisfactory to the Board, in
at least double the value of the stock represented by said certificate,
whereupon a new certificate may be issued in the same tenor and for the same
number of shares as the one alleged to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars,
which shall be an incorporated bank or trust company -- either domestic or
foreign, who shall be appointed at such times and places as the requirements of
the corporation may necessitate and the Board of Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the
corporation may determine the Shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
other lawful action,
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the Board may fix, in advance, a record date, which shall not be more than sixty
nor less then ten days prior to the date of such meeting nor more than sixty
days prior to any other action.
If no record date is fixed:
The record date for determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
The record date for determining Shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
is necessary, shall be the day on which the first written consent is given.
The record date for determining Shareholders for any other purpose shall
be it the close of business on the day on which the Board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.
Section 6. LEGEND CONDITION. In the event any shares of this corporation are
issued pursuant to a permit or exemption therefrom requiring the imposition of a
legend condition the person or persons issuing or transferring said shares shall
make sure said legend appears on the certificate and on the stub relating
thereto in the stock record book and shall not be required to transfer any
shares free of such legend unless an amendment to such permit or a new permit be
first issued so authorizing such a deletion.
Section 7. CLOSE CORPORATION CERTIFICATES. All certificates representing shares
of this corporation, in the event it shall elect to become a close corporation,
shall contain the legend required by the Corporations Code.
ARTICLE VI
CORPORATE RECORDS AND REPORTS -- INSPECTION
Section 1. RECORDS. The corporation shall maintain, in accordance with generally
accepted accounting principles, adequate and correct accounts, books and records
of its business and properties. All of such books, records and, accounts shall
be kept at its principal executive office in the State of California, as fixed
by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records provided for
in the Corporations Code shall be open to inspection of the Directors and
Shareholders from time to time and in the manner provided in said Corporations
Code.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of
these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's
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principal executive office and shall be open to inspection by the Shareholders
of the company, at all reasonable times during office hours, as provided in the
Corporations Code.
Section 4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
Section 5. CONTRACTS, ETC. -- HOW EXECUTED. The Board of Directors, except as in
the By-Laws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances. Unless so authorized by the Board of Directors, no Officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or agreement, or to pledge its credit, or to render it liable for
any purpose or to any amount, except as provided in the Corporations Code.
ARTICLE VII
ANNUAL REPORTS
Section 1. DUE DATE, CONTENTS. The Board of Directors shall cause an annual
report or statement to be sent to the Shareholders of this corporation not later
than 120 days after the close of the fiscal or calendar year in accordance with
the provisions of the Corporations Code. Such report shall be sent to
Shareholders at least fifteen days prior to the annual meeting of Shareholders.
Such report shall contain a balance sheet as of the end of the fiscal year, an
income statement and a statement of report thereon of independent accountant, or
if there is no such report, a certificate of the Chief Financial Officer or
President that such statements were prepared without audit from the books and
records of the corporation.
Section 2. WAIVER. The foregoing requirement of an annual report may be
waived by the Board so long as this corporation shall have less than 100
Shareholders.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. BY SHAREHOLDERS. New By-Laws may be adopted or these By-Laws may be
repealed or amended at their annual meeting, or at any other meeting of the
Shareholders called for that purpose, by a vote of Shareholders entitled to
exercise a majority of the voting power of the corporation, or by written assent
of such Shareholders.
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Section 2. POWER OF DIRECTORS. Subject to the right of the Shareholders to
adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VII,
and the limitations of the Corporations Code, the Board of Directors may adopt,
amend or repeal any of these By-Laws other than a By-Law or amendment thereof
changing the authorized number or Directors.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is
adopted, it shall be copied in the book of By-Laws with the original By-Laws, in
the appropriate place. If any By-Law is repealed, the fact of repeal with the
date of the meeting at which the repeal was enacted or written assent was filed
shall be stated in said book.
ARTICLE IX
SEAL
The corporation shall adopt and use a corporate seal setting forth the name of
the corporation and showing the State and date of incorporation.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being all the directors of L.A. Construction &
Services, a corporation incorporated, organized and existing under the laws of
the State of California, do hereby certify that the foregoing By-Laws, were duly
adopted as the By-Laws of the said corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 21 day of
March, 1979.
/s/ Dale Stark /s/ Ed Simmons
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CERTIFICATE OF ADOPTION OF BY-LAWS
Adoption by Incorporator(s) or First Director(s).
The undersigned person(s) appointed in the Articles of Incorporation to
act as the Incorporator(s) or First Director(s) of the above named corporation
hereby adopt the same as the By-Laws of said corporation.
Executed this 21 day of March, 1979.
/s/ Dale Stark /s/ Ed Simmons
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Certificate by Secretary.
I DO HEREBY CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the above
named corporation; that the foregoing By-Laws were adopted as the By-Laws of
said corporation on the date set forth above by the person(s) appointed in the
Articles of Incorporation to act as the Incorporator(s) or First Director(s) of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal this 21 day of March, 1979.
/s/ Dale Stark
Certificate by Secretary of Adoption by Shareholders' Vote.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the above
named corporation and that the above and foregoing Code of By-Laws was submitted
to the shareholders at their first meeting held on the date set forth in the
By-Laws and recorded in the minutes thereof, was ratified by the vote of
shareholders entitled to exercise the majority of the voting power of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this _______ day of
_____________________, 19__.
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