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EXHIBIT 3.23
RETAIL MARKETING NETWORK, INC.
BY-LAWS
ARTICLE I
OFFICES
The registered office of the Corporation shall be in the City of Dover,
County of Kent, State of Delaware.
The Corporation may also have offices at such other places, both within and
without the State of Delaware, as may from time to time be designated by the
Board of Directors.
ARTICLE II
BOOKS
The books and records of the Corporation may be kept (except as otherwise
provided by the laws of the State of Delaware) outside of the State of Delaware
and at such place or places as may from time to time be designated by the Board
of Directors.
ARTICLE III
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of Directors and the transaction of such other
business as may properly come before said meeting shall be held at the principal
business office of the Corporation or at such other place or places either
within or without the State of Delaware as may be designated by the Board of
Directors and stated in the notice of the meeting, on the first Monday of June
in each year, if not a legal holiday, and, if a legal holiday, then on the next
day not a legal holiday, at 1:00 o'clock in the afternoon.
Written notice of the place designated for the annual meeting of the
stockholders of the Corporation shall be delivered personally or mailed to each
stockholder entitled to vote thereat not less than ten (10) and not more than
sixty (60) days prior to said meeting, but at any meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with. If mailed, said notice shall be directed to each stockholder at
his address as the same appears on the stock ledger of the Corporation unless he
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which case it shall
be mailed to the address designated in such request.
Section 2. Special Meetings. Special meetings of the stockholders of the
Corporation shall be held whenever called in the manner required by the laws of
the State of Delaware for purposes as to which there are special statutory
provisions, and for other purposes whenever called by resolution of the Board of
Directors, or by the Chairman of the Board, the President, or by the holders of
a majority of the outstanding shares of capital stock of the Corporation the
holders of which are entitled to vote on matters that are to be voted on at such
meeting. Any such special meeting of stockholders may be held at the principal
business office of the Corporation or at such other place or places, either
within or without the State of Delaware, as may be specified in the notice
thereof. Business transacted at any special meeting of stockholders of the
Corporation shall be limited to the purposes stated in the notice thereof.
Except as otherwise expressly required by the laws of the State of
Delaware, written notice of each special meeting, stating the day, hour and
place, and in general terms the business to be transacted thereat, shall be
delivered personally or mailed to each stockholder entitled to vote thereat not
less than
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ten (10) days and not more than sixty (60) days before the meeting. If mailed,
said notice shall be directed to each stockholder at his address as the same
appears on the stock ledger of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, in which case it shall be mailed to the address
designated in said request. At any special meeting at which all stockholders
shall be present, or of which all stockholders not present have waived notice in
writing, the giving of notice as above described may be dispensed with.
Section 3. List of Stockholders. The officer of the Corporation who shall
have charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 4. Quorum. At any meeting of the stockholders of the Corporation,
except as otherwise expressly provided by the laws of the State of Delaware, the
Certificate of Incorporation or these By-Laws, there must be present, either in
person or by proxy, in order to constitute a quorum, stockholders owning a
majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at said meeting. At any meeting of stockholders at
which a quorum is not present, the holders of, or proxies for, a majority of the
stock which is represented at such meeting, 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
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote the meeting.
Section 5. Organization. The President shall call to order meetings of the
stockholders and shall act as chairman of such meetings. The Board of Directors
or the stockholders may appoint any stockholder or any other Director or officer
of the Corporation to act as chairman of any meeting in the absence of the
Chairman of the Board and the President. The Secretary of the Corporation shall
act as secretary of all meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person to act as secretary
of any meeting.
Section 6. Voting. Except as otherwise provided in the Certificate of
Incorporation or these By-Laws, each stockholder of record of the Corporation
shall, at every meeting of the stockholders of the Corporation, be entitled to
one (1) vote for each share of stock standing in his name on the books of the
Corporation on any matter on which he is entitled to vote, and such votes may be
cast either in person or by proxy, appointed by an instrument in writing,
subscribed by such stockholder or by his duly authorized attorney, and filed
with the Secretary before being voted on, but no proxy shall be voted after
three (3) years from its date, unless said proxy provides for a longer period.
If the Certificate of Incorporation provides for more or less than one (1) vote
for any share of capital stock of the Corporation, on any matter, then any and
every reference in these By-Laws to a majority or other proportion of capital
stock shall refer to such majority or other proportion of the votes of such
stock.
The vote on all elections of Directors and on any other questions before
the meeting need not be by ballot, except upon demand of any stockholder. When a
quorum is present at any meeting of the stockholders of the Corporation, the
vote of the holders of a majority of the capital stock entitled to vote at such
meeting and present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, under any
provision of the laws of the State of
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Delaware or of the Certificate of Incorporation, a different vote is required in
which case such provision shall govern and control the decision of such
question.
Section 7. Consent. Except as otherwise provided by the Certificate of
Incorporation, whenever the vote of the stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provision of the laws of the State of Delaware or of the Certificate of
Incorporation, such corporate action may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding capital stock of
the Corporation 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. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented thereto in writing.
Section 8. Judges. At every meeting of the stockholders of the Corporation
at which a vote by ballot is taken, the polls shall be opened and closed, the
proxies and ballots shall be received and taken in charge, and all questions
touching the qualifications of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by, two (2) judges. Said
judges shall be appointed by the Board of Directors before the meeting, or, if
no such appointment shall have been made, by the presiding officer of the
meeting. If for any reason any of the judges previously appointed shall fail to
attend or refuse or be unable to serve, judges in place of any so failing to
attend, or refusing or unable to service, shall be appointed in like manner.
ARTICLE IV
DIRECTORS
Section 1. Number, Election and Term of Office. The business and affairs
of the Corporation shall be managed by the Board of Directors. The number of
Directors which shall constitute the whole Board shall be five (5). The number
of Directors may be fixed from time to time by vote of the stockholders or of
the Board of Directors, at any regular or special meeting, subject to the
provisions of the Certificate of Incorporation. Directors need not be
stockholders. Directors shall be elected at the annual meeting of the
stockholders of the Corporation, except as provided in Section 2 of this
Article, to serve until the next annual meeting of stockholders and until their
respective successors are duly elected and have qualified.
In addition to the powers by these By-Laws expressly conferred upon them,
the Board may exercise all such powers of the Corporation as are not by the laws
of the State of Delaware, the Certificate of Incorporation or these By-Laws
required to be exercised or done by the stockholders.
Section 2. Vacancies and Newly Created Directorships. Except as
hereinafter provided, any vacancy in the office of a Director occurring for any
reason other than the removal of a Director pursuant to Section 3 of this
Article, and any newly created Directorship resulting from any increase in the
authorized number of Directors, may be filled by a majority of the Directors
then in office or by a sole remaining Director. In the event that any vacancy in
the office of a Director occurs as a result of the removal of a Director
pursuant to Section 3 of this Article, or in the event that vacancies occur
contemporaneously in the offices of all of the Directors, such vacancy or
vacancies shall be filled by the stockholders of the Corporation at a meeting of
stockholders called for the purpose. Directors chosen or elected as aforesaid
shall hold office until the next annual meeting of stockholders and until their
respective successors are duly elected and have qualified.
Section 3. Removals. At any meeting of stockholders of the Corporation
called for the purpose, the holders of a majority of the shares of capital stock
of the Corporation entitled to vote at such meeting may remove from office, with
or without cause, any or all of the Directors.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
State of Delaware, as shall from time to time be determined by resolution of the
Board.
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Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or any two Directors
on notice given to each Director, and such meetings shall be held at the
principal business office of the Corporation or at such other place or places,
either within or without the State of Delaware, as shall be specified in the
notices thereof.
Section 6. Annual Meetings. The first meeting of each newly elected Board
of Directors shall be held as soon as practicable after each annual election of
Directors and on the same day, at the same place at which regular meetings of
the Board of Directors are held, or at such other time and place as may be
provided by resolution of the Board. Such meeting may be held at any other time
or place which shall be specified in a notice given, as hereinafter provided,
for special meetings of the Board of Directors.
Section 7. Notice. Notice of any meeting of the Board of Directors
requiring notice shall be given to each Director by mailing the same at least
seven (7) days, or by telegraphing the same at least four (4) days, before the
time fixed for the meeting. Attendance of a Director at a meeting shall
constitute waiver of notice of such meeting, except when such Director attends
such meeting for the express purpose of objecting, at the beginning of such
meeting, to the transaction of any business because such meeting is not lawfully
called or convened.
Section 8. Quorum. At all meetings of the Board of Directors, the presence
of one-half or more of the Directors constituting the Board shall constitute a
quorum for the transaction of business. Except as may be otherwise specifically
provided by the laws of the State of Delaware, the Certificate of Incorporation
or these By-Laws, the affirmative vote of a majority of the Directors present at
the time of such vote shall be the act of the Board of Directors if a quorum is
present. If a quorum shall not be present at any meeting of the Board of
Directors the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. The Chairman of the Board shall call to order meetings of the
directors and-shall act as chairman of such meetings.
Section 9. Consent. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors 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 10. Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of Directors
may participate in a meeting of the board by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other, and participation in a meeting pursuant to
this Section 10 shall constitute presence in person at such meeting.
Section 11. Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board; provided that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 12. Resignations. Any Director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chairman
of the Board, the President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time be
not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V
OFFICERS
Section 1. Number, Election and Term of Office. The officers of the
Corporation shall be a President, an Executive Vice President, one or more Vice
Presidents, a Secretary and a Treasurer, and
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may, at the discretion of the Board of Directors include any other officers. The
officers of the Corporation shall be elected annually by the Board of Directors
at its meeting held immediately after the annual meeting of the stockholders,
and shall hold their respective offices until their successors are duly elected
and have qualified. Any number of offices may be held by the same person. The
Board of Directors may from time to time appoint such other officers and agents
as the interest of the Corporation may require and may fix their duties and
terms of office.
Section 2. President. The President shall be the chief executive officer
of the Corporation and shall have, subject to the provisions of these By-Laws,
general supervision of the offices of the Corporation and general and active
control of all its business. He shall see that all orders and resolutions of the
Board of Directors and the shareholders are carried into effect. He shall have
the general authority to execute bonds, deeds, and contracts in the name of the
Corporation and affix the corporate seal thereto; to sign stock certificates; to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require, and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; and in general,
to exercise all the powers and authority usually appertaining to the chief
executive officer of a corporation.
Section 3. Executive Vice President. The Executive Vice President shall
perform such duties as President or the Board of Directors shall require. The
Executive Vice President shall, during the absence or incapacity of the
President, assume and perform his duties.
Section 4. Vice Presidents. The Vice Presidents shall perform such duties
as the President, the Executive Vice President or the Board of Directors shall
require. The Vice Presidents shall, during the absence or incapacity of the
Executive Vice President, assume and perform his duties.
Section 5. Secretary. The Secretary may sign all certificates of stock of
the Corporation. He shall record all the proceedings of the meetings of the
Board of Directors and of the stockholders of the Corporation in books to be
kept for that purpose. He shall have custody of the seal of the Corporation and
may affix the same to any instrument requiring such seal when authorized by the
Board of Directors, and when so affixed he may attest the same by his signature.
He shall keep the transfer books, in which all transfers of the capital stock of
the Corporation shall be registered, and the stock books which shall contain the
names and addresses of all holders of the capital stock of the Corporation and
the number of shares held by each; and he shall keep such stock and transfer
books open daily during business hours to the inspection of every stockholder
and for transfer of stock. He shall notify the Directors and stockholders of
their respective meetings as required by law or by these By-Laws, and shall
perform such other duties as may be required by law or by these By-Laws, or
which may be assigned to him from time to time by the Board of Directors.
Section 6. Treasurer. The Treasurer shall have charge of the funds and
securities of the Corporation. He may sign all certificates of stock. He shall
keep full and accurate accounts of all receipts and disbursements of the
Corporation in books belonging to the Corporation and shall deposit all monies;
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board, and shall
render to the President or the Directors, whenever they may require it, an
account of all his transactions as Treasurer and an account of the business and
financial position of the Corporation.
Section 7. Assistant Treasurers. The Assistant Treasurers shall, during
the absence or incapacity of the Treasurer, assume and perform all functions and
duties which the Treasurer might lawfully do if present and not under any
incapacity.
Section 8. Treasurer's Bond. The Treasurer and Assistant Treasurers shall,
if required so to do by the Board of Directors, each give a bond (which shall be
renewed every six (6) years) in such sum and with such surety or sureties as the
Board of Directors may require.
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Section 9. Transfer of Duties. The Board of Directors in its absolute
discretion may transfer the power and duties, in whole or in part, of any
officer to any other officer, or persons, notwithstanding the provisions of
these By-Laws, except as otherwise provided by the laws of the State of
Delaware.
Section 10. Vacancies. If the office of President, Executive Vice
President, Vice President, Secretary or Treasurer, or of any other officer or
agent becomes vacant for any reason, the Board of Directors may choose a
successor to hold office for the unexpired term.
Section 11. Removals. At any meeting of the Board of Directors called for
the purpose, any officer or agent of the Corporation may be removed from office,
with or without cause, by the affirmative vote of a majority of the entire Board
of Directors.
Section 12. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 13. Resignations. Any officer or agent of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
Chairman of the Board, the President or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
be not specified, upon receipt thereof; and unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI
CONTRACTS, CHECKS AND NOTES
Section 1. Contracts. Unless the Board of Directors shall otherwise
specifically direct, all contracts of the Corporation shall be executed in the
name of the Corporation by the President or a Vice President.
Section 2. Checks and Notes. All checks, drafts, bills of exchange and
promissory notes and other negotiable instruments of the Corporation shall be
signed by such officers or agents of the Corporation as may be designated by the
Board of Directors.
ARTICLE VII
Stocks
Section 1. Certificates of Stock. The certificates for shares of the stock
of the Corporation shall be in such form, not inconsistent with the Certificate
of Incorporation, as shall be prepared or approved by the Board of Directors.
Every holder of stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by the President, the Executive
Vice President, or any Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary certifying the number of
shares owned by him and the date of issue; and no certificate shall be valid
unless so signed. All certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Where a certificate
is countersigned (1) by a transfer agent other than the Corporation or its
employee, or, (2) by a registrar other than the corporation or its employee, any
other signature on the certificate may be a facsimile. 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 he were such officer, transfer agent or
registrar at the date of issue. All certificates surrendered to the Corporation
shall be canceled and, except in the cases of lost or destroyed certificates, no
new certificates shall be issued until the former certificates for the same
number of shares of the same class of stock shall have been surrendered and
canceled.
Section 2. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
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ARTICLE VIII
REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, 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, save as expressly provided by the laws of the
State of Delaware.
ARTICLE IX
LOST CERTIFICATES
Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of the fact and advertise the same in such
manner as the Board of Directors may require, and the Board of Directors may, in
its discretion, require the owner of the lost or destroyed certificate, or his
legal representative, to give the Corporation a bond in a sum sufficient, in the
opinion of the Board of Directors, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed may be issued without
requiring any bond when, in the judgment of the Directors, it is proper so to
do.
ARTICLE X
FIXING OF RECORD DATE
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
ARTICLE XI
DIVIDENDS
Subject to the relevant provisions of the Certificate of Incorporation,
dividends upon the capital stock of the Corporation 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 of the
Corporation, subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sums as the Directors from time to
time, in their absolute discretion, think proper as a reserve or reserves 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.
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ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by statute or under
the provisions of the Certificate of Incorporation or these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be equivalent thereto.
ARTICLE XIII
SEAL
The corporate seal of the Corporation shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal
of Delaware."
ARTICLE XIV
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these By-Laws and to adopt new By-Laws may be exercised by the Board of
Directors or by the stockholders; provided, however, that any such amendment
shall be adopted in accordance with the Organization Agreement dated as of June
30, 1994 of the Corporation.
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