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Exhibit 3.24
CERTIFICATE OF SECRETARY
The undersigned, being the duly elected Secretary of CENTURY
PARKING, INC., a California corporation, does hereby certify that the following
is a true, full and correct copy of resolutions concerning a Bylaw amendment
adopted by the shareholder and Board of Directors of said corporation on July
15, 1987, by unanimous written consent in lieu of the annual meeting, which
consent was filed with the minutes of the proceedings of the shareholder and
Board of Directors in conformity with the provisions of Sections 603(a) and
307(b) of the California Corporations Code:
Bylaw Amendment
WHEREAS, the condition of the corporation's Bylaws was brought to
the attention of the shareholder and Board of Directors and it was
deemed desirable and in the best interest of this corporation to
amend the Bylaws to change the annual meeting date from July 15 to
January 20 each year, in connection with the corporation's change in
its accounting year.
NOW, THEREFORE, BE IT RESOLVED, that the first paragraph of ARTICLE
II, SECTION 2.02, of the Bylaws of this corporation is hereby
amended, in order to change the annual meeting date, to read as
follows:
"SECTION 2.02 ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on the 20th day of January at 2:00
o'clock P.M. each year; provided, however, that should said day fall
upon a legal holiday, then any such annual meeting of shareholders
shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, Directors
shall be elected, reports of the affairs of the corporation shall be
considered, and any other business may be transacted which is within
the powers of the shareholders."
The foregoing resolutions are in conformity with the Articles of
Incorporation and Bylaws of this corporation, have never been modified or
repealed, and are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said corporation this 15th day of July, 1967.
/s/ Veldree Liesegang
----------------------------
VELDREE LIESEGANG,
Secretary
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of CENTURY
PARKING, INC., a California corporation;
2. That the foregoing Bylaws, consisting of twenty (20) pages, are a
true and correct copy of the duly adopted bylaws of said corporation duly
adopted by the Board of Directors on July 15, 1982.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this 15th day of July, 1982.
/s/ Veldree Liesegang
----------------------------
VELDREE LIESEGANG,
Secretary
[SEAL]
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BYLAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF
CENTURY PARKING, INC.
(A California Corporation)
ARTICLE I
OFFICES
SECTION 1.01 PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the Corporation is hereby fixed and located at: 706 South Hill Street, 8th
Floor, Los Angeles, California 90014. The Board of Directors is hereby granted
full power and authority to change said principal executive office from one
location to another. Any such change shall be noted on the Bylaws by the
Secretary, opposite this section, or this section may be amended to state the
new location. If the principal executive office is located outside California,
and the corporation has one or more business offices in California, the Board of
Directors shall fix and designate a principal business office in the State of
California.
SECTION 1.02 OTHER OFFICES. Other business offices may at any time be
established by the Board of Directors at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 2.01 PLACE OF MEETINGS. All annual or other meetings of
shareholders shall be held at the principal executive office of the corporation,
or at any other place within or without the State of California which may be
designated either by the Board of Directors or by the written consent of all
persons entitled to vote thereat and not present at the meeting, given either
before or after the meeting and filed with the Secretary of the corporation.
SECTION 2.02 ANNUAL MEETINGS. The annual meetings of shareholders shall be
held on the 15th day of July, at 2:00 o'clock P.M.; provided, however, that
should said day fall upon a legal holiday, then any such annual meeting of
shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, Directors shall be
elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the powers of the shareholders.
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Written notice of each annual meeting shall be given to each shareholder
entitled to vote, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If any notice or report addressed to the shareholder at
the address of such shareholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
or report to the shareholder at such address, all future notices or reports
shall be deemed to have been duly given without further mailing if the same
shall be available for the shareholder upon written demand of the shareholder at
the principal executive office of the corporation for a period of one year from
the date of the giving of the notice or report to all other shareholders. If a
shareholder gives no address, notice shall be deemed to have been given if sent
by mail or telegraphic or other means of written communication addressed to the
place where the principal executive office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said principal executive office is located.
All such notices shall be given to each shareholder entitled thereto not
lees than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such notice shall be deemed to have been given at the time when
delivered personally, or deposited in the mail or sent by telegram or other
means of written communication. An affidavit of mailing of any such notice in
accordance with the foregoing provisions, executed by the Secretary, Assistant
Secretary, or any transfer agent of the corporation shall be prima facie
evidence of the giving of the notice.
Such notices shall specify
(a) the place, the date, and the hour of such meeting;
(b) those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the shareholders;
(c) if Directors are to be elected, the names of nominees intended at the
time of the notice to be presented by management for election;
(d) the general nature of a proposal, if any, to take action with respect
to approval of (i) a contract or other transaction with an interested Director,
(ii) amendment of the articles of incorporation, (iii) a reorganization of the
corporation as defined in Section 181 of the California General Corporation Law,
(iv) voluntary dissolution of the corporation, or (v) a distribution in
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dissolution other than in accordance with the rights of outstanding preferred
shares, if any; and
(e) such other matters, if any, as may be expressly required by statute.
SECTION 2.03 SPECIAL MEETINGS. Special Meetings of the shareholders, for
the purpose of taking any action permitted by the shareholders under the
California General Corporation Law and the articles of incorporation of this
corporation, may be called at any time by the Chairman of the Board or. the
President, or by the Board of Directors, or by one or more shareholders holding
not less than ten percent (10%) of the votes at the meeting. Upon request in
writing that a special meeting of shareholders be called for any proper purpose,
directed to the Chairman of the Board, President, Vice-President or Secretary by
any person (other than the Board) entitled to call a special meeting of
shareholders, the officer forthwith shall cause notice to be given to
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 thirty-five (35) nor
more than sixty (60) days after receipt of the request. Except in special cases
where other express provision is made by statute, notice of such special
meetings shall be given in the same manner as for annual meetings of
shareholders. In addition to the matters required by items (a) and, if
applicable, (c) of the preceding section, notice of any special meeting shall
specify the general nature of the business to be transacted, and no other
business may be transacted at such meeting.
SECTION 2.04 QUORUM. The presence in person or by proxy of the persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
SECTION 2.05 ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 2.04 above.
When any shareholders' meeting, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at
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the meeting at which the adjournment is taken, unless after the adjournment a
new record date is fixed for the adjourned meeting or unless the adjournment is
for more than forty-five (45) days from the date set for the original meeting,
in which case the Board of Directors shall set a new record date. Notice of any
such adjourned meeting shall be given to each shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Section 2.02
above. At any adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.
SECTION 2.06 VOTING. Unless a record date for voting purposes be fixed as
provided in Section 5.01 of Article V of these Bylaws then, subject to the
provisions of Sections 702 through 704, inclusive, of the California General
Corporation Law (relating to voting of shares held by a fiduciary, in the name
of a corporation, or in joint ownership), only persons in whose names shares
entitled to vote stand on the stock records of the corporation at the close of
business on the business day next preceding the day on which notice of the
meeting is given or if such notice is waived, at the close of business on the
business day next preceding the day on which the meeting of shareholders is
held, shall be entitled to vote at such meeting, and such day shall be the
record date of such meeting. Such vote may be viva voce or by ballot; provided,
however, that all elections for Directors must be by ballot upon demand made by
a shareholder at any election and before the voting begins. On any matter other
than election of Directors, any shareholder may vote part of his shares in favor
of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the shareholder fails to specify the number of
shares which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all shares
such shareholder is entitled to vote. If a quorum is present, except with
respect to election of Directors, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter shall be
the act of the shareholders, unless the vote of a greater number of voting by
classes is required by the California General Corporation Law or the articles of
incorporation. Subject to the requirements of the next sentence, every
shareholder entitled to vote at any election for Directors shall have the right
to 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 to which his
shares are entitled, or to distribute his votes on the same principle among as
many candidates as he shall think fit. No shareholder shall be entitled to
cumulate votes unless the name of the candidate or candidates for whom such
votes would be cast has been placed in nomination prior to the voting, and any
shareholder has given notice at the meeting prior to the voting of such
shareholder's intention to cumulate his votes. The candidates
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receiving the highest number of votes of shares entitled to be voted for them,
up to the number of Directors to be elected, shall be elected.
SECTION 2.07 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, if a quorum be present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote, not
present in person or by proxy, or who though present, has, at the beginning of
the meeting, properly subjected to the transaction of any business because the
meeting was not lawfully called or convened, or to particular matters of
business legally required to be included in the notice, but not so included,
signs 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. Neither the business to be transacted at nor the purpose of any regular
or special meeting of shareholders need be specified in the written waiver of
notice, consent to the holding of the meeting, or approval of the minutes
thereof, unless otherwise provided in the articles of incorporation, these
Bylaws, or by statute.
SECTION 2.08 ACTION WITHOUT MEETING. Directors may be elected without a
meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of Directors,
provided that, without notice except as hereinafter set forth, a Director may be
elected at any time to fill a vacancy not filled by the Board of Directors by
the written consent of persons holding a majority of the outstanding shares
entitled to vote for the election of Directors.
Any other action which, under any provision of the California General
Corporation Law, may be taken at a meeting of the shareholders, may be taken
without a meeting, and without notice except as hereinafter set forth, if a
consent in writing, setting forth the action so taken, is signed 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 voted. Unless the consents of
all shareholders entitled to vote have been solicited in writing,
(a) Notice of any proposed shareholder approval of, (i) a contract
or other transaction with an interested Director, (ii) indemnification of an
agent of the corporation as authorized by Section 5.08 of Article V of these
Bylaws, (iii) a reorganization of the corporation as defined in Section 181 of
the California
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General Corporation Law, or (iv) a distribution in dissolution other than in
accordance with the rights of outstanding preferred shares, if any, without a
meeting by less than unanimous written consent, shall be given at least ten (10)
days before the consummation of the action authorized by such approval; and
(b) 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 those shareholders entitled to vote who have not consented in writing. Such
notices shall be given in the manner and shall be deemed to have been given as
provided in Section 2.02 of Article II of these Bylaws.
Unless, as provided in Section 5.01 of Article V of these Bylaws, the
Board of Directors has fixed a record date for the determination of shareholders
entitled to give such written consent, the record date for such determination
shall be the day on which the first written consent is given, when no prior
action by the Board of Directors has been taken. In all other cases in which the
Board of Directors has not fixed a record date for the determination of
shareholders entitled to give such written consent as provided in Section 5.01
of Article V of these Bylaws, the record date shall be determined as set forth
in such Section 5.01.
Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares or 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 2.09 PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the Corporation. Any proxy duly executed
is not revoked and continues in full force and effect until, (i) an instrument
revoking it or a duly executed proxy bearing a later date is filed with the
Secretary of the corporation prior to the vote pursuant thereto, (ii) the person
executing the proxy attends the meeting and votes in person, or (iii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the person
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executing it specifies therein the length of time for which such proxy is to
continue in force.
SECTION 2.10 INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
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. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may, and on the request of any shareholder or a shareholder's proxy
shall, be filled by appointment by the Board of Directors in advance of the
meeting, or at the meeting by the Chairman of the meeting.
The duties of such inspectors shall be as prescribed in Section 707 of the
California General Corporation Law and shall include: determining the number of
shares outstanding and the voting power of each; the shares represented at the
meeting; the existence of a quorum; the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all shareholders. In the determination of
the validity and effect of proxies the dates contained on the forms of proxy
shall presumptively determine the order of execution of the proxies, regardless
of the postmark dates on the envelopes in which they are mailed.
The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facia
evidence of the facts stated therein.
ARTICLE III
DIRECTORS
SECTION 3.01 POWERS. Subject to limitations of the articles of
incorporation and of the California General Corporation Law as
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to action to be authorized or approved by the shareholders, and subject to the
duties of Directors as prescribed by these Bylaws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers:
First - To select and remove all the officers, agents and employees of the
corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these Bylaws, fix
their compensation and require from them security for faithful service.
Second - To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the articles of incorporation or these Bylaws, as they may
deem best.
Third - To change the principal executive office and principal office for
the transaction of the business of the corporation from one location to another
as provided in Article I, Section 1.01 of these Bylaws; to fix and locate from
time to time one or more subsidiary offices of the corporation within or without
the State of California, as provided in Article I, Section 1.02 of these Bylaws;
to designate any place within or without the State of California for the holding
of any shareholders' meeting or meetings; and to adopt, make and use a corporate
seal, and to prescribe the forms of certificates of stock, and to alter the form
of such seal and of such certificates from time to time, as in their judgment
they may deem best, provided such seal and such certificates shall at all times
comply with the provisions of law.
Fourth - To authorize the issue of shares of stock of the corporation from
time to time, upon such terms as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
Sixth - By resolution adopted by a majority of the authorized number of
Directors, to designate an executive and other committees, each consisting of
two or more Directors, to serve at the pleasure of the Board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless the
Board of Directors shall otherwise prescribe the manner of proceedings of any
such committee, meetings of such committee may be regularly
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scheduled in advance and may be called at any time by any two members thereof;
otherwise, the provisions of these Bylaws with respect to notice and conduct of
meetings of the Board shall govern. Any such committee, to the extent provided
in a resolution of the Board, shall have all of the authority of the Board,
except with respect to:
(i) the approval of any action for which the California General
Corporation Law or the articles of incorporation also require shareholder
approval;
(ii) the filling of vacancies on the Board or in any committee;
(iii) the fixing of compensation of the Directors for serving on the
Board or on any committee;
(iv) the adoption, amendment or repeal of Bylaws;
(v) the amendment or repeal of any resolution of the Board;
(vi) any distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board; and
(vii) the appointment of other committees of the Board or the
members thereof.
SECTION 3.02 NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of directors shall be not less than three (3) nor more than five (5) until
changed by amendment of the articles of incorporation or by a Bylaw amending
this Section 3.02, duly adopted by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the number of Directors should ever be increased to five (5) or more, an
amendment to this Section 3.02 or an amendment to the articles of incorporation,
either of which would reduce the fixed number of Directors to a number less than
five (5), cannot be adopted if the votes cast against its adoption at a meeting,
or the shares not consenting in the case of action by written consent, are equal
to more than 16-2/3% of the outstanding shares entitled to vote.
SECTION 3.03 ELECTION AND TERM OF OFFICE. The Directors shall be elected
at each annual meeting of shareholders but, if any such annual meeting is not
held or the Directors are not elected thereat, the Directors may be elected at
any special meeting of shareholders held for that purpose. All Directors shall
hold office until their respective successors are elected, subject to the
General Corporation Law and the provisions of these Bylaws with respect to
vacancies on the Board.
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SECTION 3.04 VACANCIES. A vacancy in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any Director, if
a Director has been declared of unsound mind by order of court or convicted of a
felony, if the authorized number of Directors be increased, or if the
shareholders fail, at any annual or special meeting of shareholders at which any
Director or Directors are elected, to elect the full authorized number of
Directors to be voted for at that meeting.
Vacancies in the Board of Directors, except for a vacancy created by the
removal of a Director, 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 or a
special meeting of the shareholders. A vacancy in the Board of Directors created
by the removal of a Director may only be filled by the vote of a majority of the
shares entitled to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of the holders of a majority of the
outstanding shares.
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the remaining Directors. Any such election by
written consent shall require the consent of holders of a majority of the
outstanding shares entitled to vote.
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 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 is to
become effective.
No reduction of the authorized number of Directors shall have the effect
of removing any Director prior to the expiration of his term of office.
SECTION 3.05 PLACE OF MEETING. Regular meetings of the Board of Directors
shall be held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meetings shall
be held at the principal executive office of the corporation. Special meetings
of the Board may be held either at a place so designated or at the principal
executive office.
SECTION 3.06 ORGANIZATION MEETING. Immediately following each annual
meeting of shareholders the Board of Directors shall
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hold a regular meeting at the place of said annual meeting or at such other
place as shall be fixed by the Board of Directors, for the purpose of
organization, election of officers, and the transaction of other business. Call
and notice of such meetings are hereby dispensed with.
SECTION 3.07 OTHER REGULAR MEETINGS. Other regular meetings of the Board
of Directors shall be held without call or notice on such dates and times as
shall be fixed by the Board of Directors from time to time.
SECTION 3.08 SPECIAL MEETINGS. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the Chairman of the
Board, the President, any Vice-President, the Secretary or by any two (2)
Directors.
Written notice of the time and place of special meetings shall be
delivered personally to each Director or communicated to each Director by
telephone, or by telegraph or mail, charges prepaid, 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 at which the
meetings of the Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail in the place in which the principal
executive office of the corporation is located at least four (4) days before the
time of the holding of the meeting. In case the notice is delivered personally,
or by telephone or telegram, it shall be delivered personally or by telephone or
to the telegraph company, at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the Director or to a person at the office or residence of
the Director whom the person giving the notice has reason to believe will
promptly communicate it to the Director. Such mailing, telegraphing or delivery,
personally or by telephone, as above provided, shall constitute due, legal and
personal notice to such Director.
Any notice shall state the date, place and hour of the meeting. However,
the notice need not specify the purpose of the meeting.
SECTION 3.09 ACTION WITHOUT MEETING. Any action by the Board of Directors
may be taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board and shall have
the same force and effect as a unanimous vote of such Directors.
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SECTION 3.10 ACTION AT A MEETING; QUORUM AND REQUIRED VOTE. Presence of a
majority of the authorized number of Directors at a meeting of the Board of
Directors constitutes a quorum for the transaction of business, except as
hereinafter provided. Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Participation in a
meeting as permitted in the preceding sentence constitutes presence in person at
such meeting. Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be regarded as
the act of the Board of Directors, unless a greater number, or the same number
after disqualifying one or more Directors from voting, is required by law, by
the articles of incorporation or by these Bylaws. A meeting at which a quorum
is initially present may continue to transact business notwithstanding the
withdrawal of a Director, provided that any action taken is approved by at least
a majority of the required quorum for such meeting.
SECTION 3.11 VALIDATION OF DEFECTIVELY CALLED OR NOTICED MEETINGS. The
transactions of any meeting of the Board of Directors, however called and
noticed or wherever held shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the Directors not present or who, though present, has
prior to the meeting or at its commencement, protested the lack of proper notice
to him, signs a written waiver of notice or a consent to holding 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. The waiver of notice or consent need not specify the purpose of the
meeting.
SECTION 3.12 ADJOURNMENT. A quorum of the Directors may adjourn any
Directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum a majority of the Directors present at any
Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
SECTION 3.13 NOTICE OF ADJOURNMENT. If the meeting is adjourned for more
than twenty-four (24) hours, notice of any adjournment to another time or place
shall be given prior to the time of the adjourned meeting to the Directors who
were not present at the time of adjournment. Otherwise 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.
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ARTICLE IV
OFFICERS
SECTION 4.01 OFFICERS. The officers of the corporation shall be a
President, a Secretary and a Treasurer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 4.03 of this Article. Any two (2) or more offices may be
held by the same person.
SECTION 4.02 ELECTION. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.03
or Section 4.05 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 4.03 SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint, and may empower the President to 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 these
Bylaws or as the Board of Directors may from time to time determine.
SECTION 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by the Board of Directors at any regular or special
meeting thereof, 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 (subject, in each case, to the rights, if any, of an
officer under any contract of employment).
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,
without prejudice however, to the rights, if any, of the corporation under any
contract to which such officer is a party. 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 4.05 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.
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SECTION 4.06 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
these Bylaws.
SECTION 4.07 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 the
President of a corporation, and shall have such powers and duties as may be
prescribed by the Board of Directors or these Bylaws.
SECTION 4.08 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 these Bylaws.
SECTION 4.09 SECRETARY. The Secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the Board of Directors may order, a book of minutes of
actions taken at 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 executive
office or at the office of the corporation's transfer agent, a share register,
or a 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.
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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 these Bylaws 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 these Bylaws.
SECTION 4.10 TREASURER. The Treasurer shall be the Chief Financial Officer
of the corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all reasonable times be
open to inspection by any Director.
The Treasurer shall deposit all monies 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 as 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 as Treasurer 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 or
these Bylaws.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 RECORD DATE. The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders or entitled to give consent
to corporate action in writing without a meeting, to receive any report, to
receive any dividend or distribution, or any allotment of rights, or to exercise
rights in respect to any change, conversion, or exchange of shares. The record
date so fixed shall be not more than sixty (60) days nor less than ten (10) days
prior to the date of any meeting, nor more than sixty (60) days prior to any
other event for the purposes of which it is fixed. When a record date is so
fixed, only shareholders of record on that date are entitled to notice of and to
vote at any such meeting, to give consent without a meeting, to receive any
report, to receive a dividend, distribution, or allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in the articles of incorporation or Bylaws.
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If no record date is fixed,
(a) 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;
(b) 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 of Directors has been taken, shall be the day on which the first written
consent is given; and
(c) the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto, or the sixtieth (60th) day prior to the
date of such other action, whichever is later.
SECTION 5.02 INSPECTION OF CORPORATE RECORDS. The accounting books and
records, the record of shareholders, and minutes of proceedings of the
shareholders and the Board and committees of the Board of this corporation and
any subsidiary of this corporation shall be open to inspection upon the written
demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.
A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent (1%) of such voting shares and have filed a Schedule 14B with
the United States Securities and Exchange Commission relating to the election of
Directors of the corporation shall have (in person, or by agent or attorney) the
right to inspect and copy the record of shareholders' names and addresses and
shareholdings during usual business hours upon five (5) business days' prior
written demand upon the corporation and to obtain from the transfer agent for
the corporation, upon written demand and upon the tender of its usual charges, a
list of the shareholders' names and addresses, who are entitled to vote for the
election of Directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand. The list shall be made available on or before
the later of five (5) business days after the demand is received or the date
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specified therein as the date as of which the list is to be compiled.
Every Director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the corporation and each of its subsidiary
corporations. Such inspection by a Director may be made in person or by agent or
attorney and the right of inspection includes the right to copy and make
extracts.
SECTION 5.03 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, from time to time, shall be determined by
resolution of the Board of Directors
SECTION 5.04 ANNUAL AND OTHER REPORTS. The annual report to shareholders
referred to in Section 1501 of the California General Corporation Law is
expressly waived, but nothing herein shall be interpreted as prohibiting the
Board from issuing annual or other periodic reports to shareholders.
SECTION 5.05 CONTRACTS, ETC., HOW EXECUTED. The Board of Directors, except
as in these Bylaws 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, and such authority may be general or
confined to specific instances; and, 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 engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
SECTION 5.06 CERTIFICATE FOR SHARES. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board or the President or a
Vice-President and by the Chief Financial Officer or an Assistant Treasurer or
the Secretary or any Assistant Secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures on
the certificate may be facsimile, provided that in such event at least one
signature, including that of either officer or the corporation's registrar or
transfer agent, if any, shall be manually signed. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.
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Any such certificate shall also contain such legend or other statement as
may be required by Section 418 of the California General Corporation Law, the
Corporate Securities Law of 1968, the federal securities laws, or any agreement
between the corporation and the issuee of such certificate.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or the Bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.
No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirements imposed by the corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
corporation, and of the holders of the old and new certificates, shall be
governed by the provisions of Sections 8104 and 8405 of the California
Commercial Code.
SECTION 5.07 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or any Vice-President and the Secretary or any Assistant Secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation any
and all shares held by this corporation in any other corporation or corporations
may be exercised either by such officers in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officers.
SECTION 5.08 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS. The corporation shall, to the maximum extent permitted by the California
General Corporation Law, indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in
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connection with any proceeding arising by reason of the fact any such person is
or was an agent of the corporation. For purposes of this section, an "agent" of
the corporation includes any person who is or was a Director, officer, employee,
or other agent of the corporation, or is or was serving at the request of the
corporation as a Director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a Director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification from
the corporation.
SECTION 5.09 INSPECTION OF BYLAWS. The corporation shall keep in its
principal executive office in California, or if its principal executive office
is not in California, then at its principal business office in California (or
otherwise provide upon written request of any shareholder) the original or a
copy of the Bylaws as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside California and the corporation has no principal business
office in California, the Secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the Bylaws as amended to
date.
SECTION 5.10 CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.
ARTICLE VI
AMENDMENTS
SECTION 6.01 POWER OF SHAREHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the articles of incorporation of the corporation set forth the
number of authorized directors of the corporation, the authorized number
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of directors may be changed only by an amendment of the articles of
incorporation.
SECTION 6.02 POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 6.01 of this Article to adopt, amend or repeal Bylaws,
Bylaws, other than a Bylaw or amendment thereof changing the authorized number
of Directors, may be adopted, amended or repealed by the Board of Directors.
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CENTURY PARKING, INC
* * * * *
BY-LAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be located in Los Angeles,
California.
Section 2. The corporation may also have offices at such other places both
within and without the State of California as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of
directors shall be held in 5471 Corbin Avenue, Tarzana, State of California, at
such place as may be fixed from time to time by the board of directors.
Section 2. Annual meetings of shareholders, com-
24
mencing, with the year 1969, shall be held on the fifteenth day of July, if not
a legal holiday, and if a legal holiday, then on the next secular day following,
at 2:00 P.M., at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.
Section 3. Written or printed notice of the annual meeting stating
the place, day and hour of the meeting shall be given to each shareholder
entitled to vote thereat not less than ten days before the date of the meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than one-fifth of all the shares entitled to vote at the
meeting.
Section 3. Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose
25
or purposes thereof, shall be given to each shareholder entitled to vote
thereat, at least ten days before the date fixed for the meeting.
Section 4. The business transacted at any special meeting of shareholders shall
be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING 0F STOCK
Section 1. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 2. If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act of
the shareholders unless the vote
26
of a greater number of shares of stock is required by law or the majority of
incorporation.
Section 3. Each outstanding share of stock, having voting powers,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.
In all elections for directors every shareholder, entitled to vote,
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him, for as many persons as there are directors to be elected, or
to cumulate the vote of said shares, and give one candidate as many votes as the
number of directors multiplied by the number of his shares of stock shall equal,
or to distribute the votes on the same principle among as many candidates as he
may see fit.
Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
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ARTICLE V
DIRECTORS
Section 1. The number of directors shall be not more than five nor
less than three. Directors need not be residents of the State of California nor
shareholders of the corporation. The directors, other than the first board of
directors, shall be elected at the annual meeting of the shareholders, and each
director elected shall serve until the next succeeding annual meeting and until
his successor shall have been elected and qualified. The first board of
directors shall hold office until the first annual meeting of shareholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify.
Section 3. The business affairs of the corporation shall be managed
by its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the article
of incorporation or by these by-laws directed or required to be exercised or
done by the shareholders.
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Section 4. The directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.
Section 5. The board of directors, by the affirmative vote of a
majority of the 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.
ARTICLE VI
MEETINGS 0F THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or special,
may be held either within or without the State of California.
Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meetings provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be held
upon such notice, or without notice, and at
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such time and at such place as shall from time to time be determined by the
board.
Section 4. Special meetings of the board of directors may be called
by the president on 5 days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 5. Attendance of a director at any meeting shall constitute
a waiver of notice of such meeting, except where a director attends 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. Two thirds of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
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 or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from
30
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 7. Any action required or permitted to be taken at a meeting
of the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a
majority of the number of directors fixed by the by-laws or otherwise, may
designate two or more directors to constitute an executive committee, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the board of directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the committee shall be filled by the board of directors at a regular or special
meeting of the board of directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
article of incorporation or of these
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by-laws, notice is required to be given to any director or shareholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or shareholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Whenever any notice whatever is required to be given
under the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.
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Any two or more offices, except those of President and Secretary, may be held by
the same person.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.
Section 3. The board of directors nay appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings or of the shareholders and the board
of directors, shall have
33
general and active management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one,
the vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be
34
given, notice of all meetings of the shareholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the
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board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
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ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than one
class there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full or summary statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority or the board of directors to
fix and determine the relative rights and preferences of subsequent series.
Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has
37
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.
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CLOSING OF TRANSFER BOOKS
Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as
39
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of
incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the articles of
40
incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name
of the corporation, the date of its incorporation and the words "Corporate Seal
California".
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ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the board of directors at any regular or
special meeting of the board.
The board of directors shall not make or alter any by-law fixing
their number.
ARTICLE XIII
DIRECTORS' ANNUAL REPORT
Section 1. The directors shall cause to be sent to the shareholders
not later than one hundred twenty days after the close of the fiscal year, a
report which shall include a balance sheet as of the closing date of the last
fiscal year, and a statement of income or profit and loss, for the year ended on
that date, certified by the president, secretary, treasurer or a public
accountant. The balance sheet shall set forth the bases employed in stating the
valuation of the assets and any changes in such bases during the preceding year;
the amount of the surplus, the sources
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thereof and any changes therein during the past year; the number of shares of
each class authorized and outstanding and the number of shares, if any, carried
as treasury shares, the cost thereof and the source from which such cost was
paid; and the amounts, if any, of loans or advances to or from officers,
shareholders and employees. The statement of income or profit and loss shall
disclose the amount of income or loss, setting forth in particular the amounts
of depreciation, depletion, amortization, interest and extraordinary income or
charges, and the amount of income from subsidiary corporations, if any. In case
no adequate written or printed statement of its affairs has been given to the
shareholders for six months and shareholders holding at least ten per cent of
the number of outstanding shares make a written request to the secretary,
assistant secretary or treasurer of the corporation therefor, a statement,
including a balance sheet as of the end of the preceding calendar month and a
statement of income or profit and loss for the period from the end of the
preceding fiscal year to the end of the preceding calendar month, shall be
delivered to the person or persons making the request within thirty days
thereafter and a copy thereof shall be kept on file in the principal office of
the corporation for a period of twelve months for inspection by any shareholder
demanding an examination thereof or a copy thereof shall be mailed to such
shareholder.
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KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of CENTURY PARKING, INC.
hereby assent to the foregoing By-Laws, and adopt the same as the By-Laws of
said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 1st day of August 1968.
/s/ RAY LIESEGANG )
- ------------------------------ )
RAY LIESEGANG )
)
)
/s/ GORDON O. LARSON )
- ------------------------------ ) Directors.
GORDON O. LARSON )
)
)
/s/ FRED RISCEN )
- ------------------------------ )
FRED RISCEN )
)
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of CENTURY
PARKING, INC. and that the above and foregoing By-Laws were adopted as the
By-Laws of said corporation on the 1st day of August 1968, by the persons
appointed in the Articles of Incorporation to act as the first directors of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of August
1968.
/s/ GORDON O. LARSON
------------------------------
GORDON O. LARSON Secretary.
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of CENTURY
PARKING, INC. and that the above and foregoing Code of By-Laws was submitted to
the shareholders at their first meeting held on the 1st day of August 1968, and
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 1st day of August
1968.
------------------------------
GORDON O. LARSON, Secretary.