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EXHIBIT 3.7
CPI REALTY SERVICES, INC.
BY-LAWS
ARTICLE I
Offices
SECTION 1. Registered Office. The registered office of CPI Realty
Services, Inc. (the "Corporation"), in the State of Delaware shall be at 100
West Tenth Street, City of Wilmington, County of New Castle. The name of the
registered agent in charge thereof is The Corporation Trust Company.
SECTION 2. Other Offices. The Corporation may also have offices at
other places either within or without the State of Delaware.
ARTICLE II
Meetings of Stockholders; Stockholders'
Consent in Lieu of Meeting
SECTION 1. Annual Meetings. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, date, and hour as
shall be designated in the notice thereof.
SECTION 2. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called by the Board, the Chairman of the Board,
the President, or the
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Secretary, to be held at such place, date, and hour as shall be designated in
the notice thereof.
SECTION 3. Stockholders' Consent in Lieu of Meeting. Any corporate
action requiring a vote of stockholders may be taken without a meeting if the
holders of outstanding stock 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 consent thereto in
writing, and the writing or writings are filed with the minutes of the meetings
of stockholders.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board.
SECTION 2. Number and Term of Office. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole board. Each of the directors of the Corporation shall hold
office until the annual meeting next after his election and until his successor
shall be elected and shall qualify or until his earlier death or resignation or
removal in the manner hereinafter provided.
SECTION 3. Resignation, Removal, and Vacancies. Any director may resign
at any time by giving written notice of his resignation to the Chairman of the
Board or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or if the time when it shall become
effective
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shall not be specified therein, then it shall take effect when accepted by
action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.
A director may be removed, either with or without cause, at any time by
vote of a majority of the whole Board.
In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy of the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum;
provided, however, that if, at the time of filling any vacancy, the directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to such vacancy), the Court of chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order a meeting of stockholders to be held to fill
such vacancy or to replace the director chosen by the directors then in office.
SECTION 4. Meetings.
(A) Annual Meetings. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business.
(B) Other Meetings. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of
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the Board, the President, or the Secretary shall from time to time determine.
(C) Notice of Meetings. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least two days before the day on which
such meeting is to be held, or shall be sent to him by telegraph, cable,
wireless, or other form of recorded communication or be delivered personally or
by telephone not later than the day before the day on which such meeting is to
be held. Notice of any meeting shall not be required to be given to any director
who shall attend such meeting. A written waiver of notice, signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice.
(D) Place of Meeting. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.
(E) Quorum and Manner of Acting. A majority of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary
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for the passage of any resolution or act of the Board, except as otherwise
expressly required by law or these By-laws. In the absence of a quorum for any
such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.
(F) Organization and Order of Business. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence:
(a) the Chairman of the Board;
(b) the President;
(c) any director chosen by a majority of the directors present thereat.
The Secretary, or in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary shall be present thereat) whom
the chairman shall appoint, shall act as secretary of the meeting and keep the
minutes thereof.
SECTION 5. Unanimous Director Consent in Lieu of Meeting. Any corporate
action requiring a vote of the Board may be taken without a meeting if all
members of the Board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board.
SECTION 6. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at meetings of the Board or of any committee, or
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both, as the Board shall from time to time determine. The Board may likewise
provide that the Corporation shall reimburse each director or member of a
committee for any expenses incurred by him on account of his attendance at any
such meeting. Nothing contained in this Section shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
Committees
SECTION 1. Committees of Directors. The Board may, by resolution passed
by a majority of the whole Board, designate one or more committees (including,
but not limited to, an Executive Committee), each committee to consist of two or
more of the directors of the Corporation. Any such committee, to the extent
provided in such resolution, shall have and may exercise the powers of the Board
in the management of the business and affairs of the Corporation and shall have
such other duties and functions as shall be provided in such resolution.
SECTION 2. Minutes of Committee Meetings. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.
ARTICLE V
Officers
SECTION 1. Election and Appointment and Term of Office. The officers of
the Corporation shall be a Chairman of the Board, a President, such number of
Vice Presidents (including
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any Executive and/or Senior Vice Presidents) as the Board may determine from
time to time, a Treasurer and a Secretary. Each such officer shall be elected by
the Board at its annual meeting and shall hold office until the next annual
meeting of the Board and until his successor shall be elected or until his
earlier death or resignation or removal in the manner hereinafter provided.
The Board may elect or appoint such other officer (including one or
more Assistant Treasurers and one or more Assistant Secretaries) as it deems
necessary, who shall have such authority and shall perform such duties as the
Board may prescribe.
If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.
SECTION 2. Resignation, Removal, and Vacancies. Any officer may resign
at any time by giving written notice of his resignation to the Chairman of the
Board or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or if the time when it shall become
effective shall not be specified therein, then it shall take effect when
accepted by action of the Board. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.
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All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.
A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.
SECTION 3. Duties and Functions.
(A) The Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board and of the stockholders at which he is present and
shall have the general supervision of the affairs of the Corporation, and
perform all such duties as are incident to his office or as are properly
required of him by the Board.
(B) The President. The President shall be the chief operating officer
of the Corporation. Under the supervision of the Chairman of the Board, he shall
have general charge of the business and affairs of the Corporation and shall see
that all orders and resolutions of the Board are carried into effect.
(C) Vice Presidents. Each Vice President shall have such powers and
duties as shall be prescribed by the Chairman of the Board, the President, or
the Board.
(D) Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation. He shall have
charge of the accounting records of the Corporation and shall be responsible for
the preparation and filing of all reports and returns relating to or based upon
such accounting records.
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(E) Secretary. The Secretary shall keep the records of all meetings of
the stockholders and of the Board. He shall affix the seal of the Corporation to
all deeds, contracts, bonds, or other instruments requiring the corporate seal
when the same shall have been signed on behalf of the Corporation by a duly
authorized officer.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts. The Board, except as otherwise
provided in these By-laws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these By-laws, no officer or other person 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 pecuniarily for any purpose or to any amount.
SECTION 2. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.
SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange,
and other orders for the payment of money,
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letters of credit, acceptances, obligations, notes, and other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation shall be signed or endorsed by such officer or officers or other
person or persons as may be designated by the Board from time to time. If and to
the extent authorized by the Board, the power to sign or endorse any such
instrument may be delegated by any such officer or officers or other person or
persons.
SECTION 4. Bank Accounts. The Board may from time to time authorize the
opening and maintenance of general and special bank and custodial accounts with
such banks, trust companies, and other depositories as it may select. Rules,
regulations, and agreements applicable to such accounts may be made, and changed
form time to time, by the Board, including, but without limitation, rules,
regulations, and agreements with respect to the use of facsimile and printed
signatures. Any of such powers of the Board with respect to bank and custodial
accounts may be delegated by the Board to any officer or officers or other
person or persons as may be designated by the Board, and if and to the extent
authorized by the Board, any such power may be further delegated by any such
officer or officers or other person or persons.
SECTION 5. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation and to vote or consent in respect of such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and
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rights, and such designated officers may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, powers of attorney, or other instruments as
they may deem necessary or proper in order that the Corporation may exercise
such powers and rights.
ARTICLE VII
Books and Records
The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the Chairman of the Board,
the President, or the Secretary may from time to time determine.
ARTICLE VIII
Indemnification
The Corporation shall indemnify to the fullest extent permitted by law
any person made, or threatened to be made, a party to an action, suit, or
proceeding (whether civil, criminal, administrative, or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer, or
employee of the Corporation or serves or served any other enterprise at the
request of the Corporation.
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ARTICLE IX
Seal
The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1975 Delaware."
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall end on the 31st day of
December in each year.
ARTICLE XI
Amendments
These By-laws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any By-law made by the Board.
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