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EXHIBIT 3.10
ITCO TIRE COMPANY
BY-LAWS
ARTICLE I
Offices
Section 1. Principal Place of Business. The principal place of business
of the corporation shall be located at Commerce Road, Wilson, North Carolina.
Section 2. Registered Office. The registered office of the corporation,
which by law is required to be maintained within the State of North Carolina,
shall be located at Commerce Road, Wilson, North Carolina.
ARTICLE II
Stock
Section 1. Issuance. The Board of Directors may issue, from time to
time, the stock of this corporation for such consideration as the Board of
Directors may deem advisable. All shares of stock so issued shall be fully paid
and not subject to further call or assessment, and in the absence of actual
fraud in the transaction, the valuation of the consideration as fixed by the
Board of Directors shall be conclusive.
Section 2. Certificate. Certificates of stock shall be issued, when
authorized by the Board of Directors, in numerical order from the stock
certificate book. Each certificate shall have designated upon its fact the type
of share. Each certificate shall be signed by the President and by the
Secretary, and the Company's seal shall be affixed thereto by the Secretary. A
record of each certificate shall be kept on the stub thereof.
Section 3. Transfer. Transfers of stock shall be made only upon the
books of the company, and before a new certificate is issued, the old
certificate must be surrendered for cancellation and marked cancelled, with the
date of cancellation, by the Secretary. The stock books of the company shall be
closed for transfer thirty days before general elections and ten days before
dividend days.
ARTICLE III
Stockholders
Section 1. Annual Meetings. The annual meeting of the stockholders of
this corporation shall be held in the principal place of business of the
corporation at 10:00 a.m. on the 2nd day of August of each year, if not a legal
holiday, but if a legal
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but if a legal holiday, then on the day following.
Section 2. Special Meetings. Special meetings of the stockholders may
be held at the principal place of business of the corporation at any time, upon
the call of the Board of Directors, or of the stockholders, holding together at
least one-tenth of the stock of said corporation.
Section 3. Notice of Meeting. Notice of meetings, written or printed,
for every regular or special meeting of the stockholders shall be prepared and
mailed to the last known post office address of each stockholder not less than
ten days before any such meeting, and, if for a special meeting, such notice
shall state the object or objects thereof. Provided, no notice shall be required
if all of the stockholders waive notice of such meeting.
Section 4. Quorum. A quorum of any meeting of the stockholders shall
consist of a majority of the voting stock of the corporation, represented in
person or by proxy. A majority of those voting shall decide any questions that
may come before said meeting.
Section 5. Presiding Officer. The President of the corporation shall
preside at stockholders meetings and the Secretary of the corporation shall act
as secretary thereof. In the absence of the President of the corporation, the
Vice-President shall preside.
Section 6. Order of Business. The order of business at the annual
meeting, and as far as possible at all other meetings of the stockholders, shall
be:
(a) Calling of roll,
(b) Proof of notice or waiver,
(c) Reading and disposal of any unapproved minutes,
(d) Annual reports of officers,
(e) Election of directors,
(f) Unfinished business,
(g) New business, and
(h) Adjournment.
ARTICLE IV
Directors
Section 1. Board of Directors. There shall be a Board of Directors
consisting of no less than one and no more than six persons who shall be elected
annually by ballot by the stockholders for the term of one year, and they shall
serve until the election and acceptance of their duly qualified successors. The
directors do not have to be stockholders. Any directorship not filled by the
shareholders shall be treated as vacancies to be filled by and in the discretion
of the Board of Directors. If the number of shareholders is less than three,
then the number of directors shall
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be determined as provided by G.S. 55-25.
Section 2. Regular Meetings. The regular meetings of the Board of
Directors shall be held at the principal place of business of the corporation at
10:00 a.m. on the 2nd day of August of each year, if not a legal holiday, but if
a legal holiday, then on the day following.
Section 3. Special Meetings. Special meetings of the corporation shall
be held in the principal place of business of the corporation at any time upon
call by the president.
Section 4. Notice. Notice of both regular and special meetings shall be
mailed by the Secretary to each member of the Board not less than ten days
before any such meetings, and notice of a special meeting shall state the
purpose thereof. Provided that no notice of such meeting shall be required if
all of the directors waive notice of such meeting.
Section 5. Quorum. A quorum at any meeting shall consist of a majority
of the entire membership of the Board. A majority of those voting shall decide
any question that may come before the meeting.
Section 6. Officers. Officers of the company shall be elected by ballot
by the Board of Directors at their first meeting after the election of directors
each year. If any office becomes vacant during the year, the Board of Directors
shall fill the same for the unexpired term. The Board of Directors shall fix the
compensation of the officers and agents of the company.
Section 7. Order of Business. The order of business at any regular or
special meeting of the Board of Directors shall be:
(a) Reading and disposal of any unapproved minutes,
(b) Reports of officers,
(c) Unfinished business,
(d) New business, and
(e) Adjournment.
Section 8. The corporation shall indemnify and hold harmless any of its
officers, directors, employees or agents and anyone serving in any capacity at
the request of the corporation in any other corporation, partnership, joint
venture, trust or other enterprise or at the request of the corporation as a
trustee or administrator under an employee benefit plan, when and if they shall
be entitled to same under the terms and conditions of G.S. 55-20, as it may be
modified and amended from time to time hereafter.
Section 9. The corporation shall indemnify and hold harmless any one or
more of its officers, directors, employees or agents against liability and
litigation expense, including reasonable attorney's fees, arising out of their
status as such or their
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activities in any of said capacities as and to the extent permitted under G.S.
55-19(a) as the same may be modified and amended from time to time. The
corporation shall further indemnify and hold harmless any person who, at the
request of the corporation, is or was serving as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan, to
the extent and as permitted by G.S. 55-19(a).
ARTICLE V
Officers
Section 1. Officers. The officers of the company shall be a president,
a vice-president, a secretary, a treasurer and such assistant secretaries as may
be necessary to conduct the business of the corporation, who shall be elected
for one year and shall hold office until their successors are elected and
qualified.
Section 2. President. The president shall preside at all meetings;
shall have general supervision of the affairs of the corporation; shall sign all
certificates of stock, contracts, and other business documents and instruments
of the corporation; may sign checks; shall make reports to the directors and
stockholders, and shall perform all such other duties as are incident to his
office or are properly required of him by the Board of Directors.
Section 3. Vice-President. In the absence of the president, the
vice-president shall exercise all his functions.
Section 4. Secretary. The Secretary shall have the custody of all books
of the company and at all reasonable times exhibit the same to any director or
stockholder of the corporation upon application at the office of the corporation
during business hours. He shall make such reports and perform such other duties
as are properly required of him by the Board of Directors. The Secretary shall
issue notices for all meetings, shall keep minutes of all meetings, shall have
charge of the seal and minute book and shall countersign all stock certificates.
Assistant secretaries will perform such duties as may be required of them by the
Board of Directors.
Section 5. Treasurer. The treasurer shall have custody of all funds and
securities of the company, shall deposit the same in the name of the corporation
in such bank or banks as the directors may appoint and shall have custody of all
books of account. He shall make such reports and perform such other duties as
are properly required of him by the Board of Directors, including the signing
and countersigning of checks.
Section 6. Number of Offices. No more than one office may be held by
one person, subject to G.S. 55-34.
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ARTICLE VI
General Provisions
Section l. Dividends. Dividends shall be declared only from the net
profit at such times as the Board of Directors shall deem it prudent to direct,
and no dividend shall be declared out of the capital of the company or that will
diminish the capital of the company.
Section 2. Seal. The corporate seal of the company shall consist of two
concentric circles, between which is the name of the company, and in the center
shall be inscribed the words "corporate seal" and the year incorporated.
Section 3. Amendments. These by-laws or any part hereof may be
repealed, altered, or amended and new by-laws adopted by any meeting of the
Board of Directors upon the affirmative vote of a majority of the entire
membership of the Board of Directors as then constituted.
Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
and endorsements or other of indebtedness may be signed by the president or
vice-president or by the secretary or treasurer, or all of said officers, or in
such other manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its duly
authorized depositories may be made by the president, or the vice-president, or
the secretary, or the treasurer, or all of said officers, or by any other
officer or agent who may be designated by resolution of the Board of Directors
in such a manner as such resolution may provide.
Section 5. Fiscal Year. The fiscal year of the corporation shall be
established by resolution of the Board of Directors.