EXHIBIT 3.42
BYLAWS
OF
CMI - TEXAS, INC.
ARTICLE I
OFFICES
1.01 The principal office of the Corporation in the State of Texas shall be
located in the City of El Paso, County of El Paso, Texas. The Corporation shall
have such other offices, either within or without the State of Texas, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
ARTICLE II
SHAREHOLDERS MEETINGS
PLACE OF MEETINGS
2.01. All meetings of the Shareholders shall be held at the principal office
of the Corporation or any other place within or without the state as may be
designated for that purpose from time to time by the Board of Directors.
TIME OF ANNUAL MEETING
2.02. All annual meetings of the Stockholders shall be held each year at 9:00
a.m. on the third Wednesday following the end
of the Corporation's fiscal year. If this day falls on a legal holiday, the
annual meeting shall be held at the same time on the next following business day
thereafter.
NOTICE OF MEETINGS
2.03. Notices of meetings stating the place, day and hour of the meeting and
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given in writing to each Shareholder entitled to vote at the
meeting at least ten (10) but not more than fifty (50) days before the date of
the meeting, either personally or by mail or other means of written
communication, addressed to the stockholder at his address appearing on the
books or given notice by him to the Corporation for the purpose of such notice.
Notice of adjourned meetings is not necessary unless the meeting is adjourned
for thirty (30) days or more, in which case notice of the adjourned meeting
shall be given as in the case of any special meeting.
2.04. Special meetings of the Stockholders, for any purpose or purposes, may
be called at any time by the President or the Board of Directors, or by any one
or more Directors and shall be called by the Chairman of the Board of Directors
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.
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QUORUM
2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after withdrawal of enough
Shareholders to leave less than a quorum.
VOTING LISTS
2.06. The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make a complete list of the Shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder during the
whole time of the meeting for the purposes thereof.
VOTING
2.07. Only persons in whose names shares appear on the share records of the
Corporation on the date on which notice of the meeting is mailed shall be
entitled to vote at such meeting unless some other day is fixed by the Board of
Directors for the determination of Shareholders of record. Voting for the
election of Directors shall be by voice unless any Shareholder demands a ballot
vote before the voting begins.
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PROXY
2.08. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact.
CONSENT OF ABSENTEES
2.09. No defect in the calling or noticing of a Shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present and if
each Shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of a meeting, or approval of the minutes, either
before or after the meeting, and such waivers, consents, or approvals are filed
with the corporate records or made a part of the minutes of the meeting.
ACTION WITHOUT MEETING
2.10. Action may be taken by the Shareholders without a meeting if each
Shareholder entitled to vote signs a written consent of action, and such
consents are filed with the Secretary of the Corporation.
SHAREHOLDERS' DEADLOCK
2.11. If the Shareholders are so divided that the votes necessary for action
by the Shareholders cannot be obtained with the consequence that the business
and affairs of the Corporation
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can no longer be conducted to the advantage of the Shareholders generally, a
provisional Shareholder or Shareholders shall be appointed to act only on the
deadlocked issue as follows: If the deadlocked Shareholders can agree on the
selection and appointment of an impartial person who is neither an employee nor
a creditor of the Corporation, such provisional Shareholder shall be appointed
and shall have all the rights and powers of a Shareholder who owns one share of
common stock of the Corporation, including the right to notice and to vote at
meetings of Shareholders. If the Shareholders cannot agree upon a single
provisional Shareholder, one provisional Shareholder shall be selected by each
side of the deadlocked shareholders, and a third provisional Shareholder shall
be selected by the first two provisional Shareholders chosen. All three
provisional Shareholders shall have all the rights and powers of a Shareholder
who owns one share of common stock of the Corporation. The decision of the
majority of the Shareholders (including the provisional Shareholder or
Shareholders, as the case may be) shall be binding on the nonprovisional
Shareholders who were deadlocked. The compensation of the provisional
Shareholder(s) is to be agreed to in advance, prior to assuming the position(s)
of provisional Shareholder(s), by the provisional Shareholder(s) and the
deadlocked Shareholders.
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ARTICLE THREE
DIRECTORS
POWERS
3.01. The Directors shall act only as a board. All corporate powers of the
Corporation 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,
subject, however, to such limitations as are imposed by law, the Articles of
Incorporation or these Bylaws, as to actions to be authorized or approved by the
Shareholders. The Board of Directors may, by contract or otherwise, given
general, or limited, or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business, of the Corporation and may give powers of attorney to agents of the
Corporation to transact any special business requiring such authorization.
NUMBER AND QUALIFICATION OF DIRECTORS
3.02. The authorized number of Directors of the Corporation shall be not less
than one nor more than five. The Directors need not be Shareholders of the
Corporation or residents of Texas. Subject to foregoing, the actual number of
Directors holding office at any one time shall be determined by resolution of
the Board of Directors. No decrease in the number of
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Directors shall have the effect of shortening the term of any incumbent
Director.
ELECTION AND TERM OF OFFICE
3.03. Directors shall be elected annually by the Shareholders entitled to
vote and shall hold office until their respective successors are elected or
until their death, resignation, or removal.
VACANCIES
3.04. Vacancies in the Board of Directors not caused by an increase in the
number of Directors may be filled by majority of the remaining Directors, though
less than a quorum or by a sole remaining Director. Any vacant directorship to
be filled by reason of an increase in the number of Directors shall be filled by
election at an annual meeting or at a special meeting of Shareholders called for
that purpose. The Shareholders may elect a Director at any time to fill any
vacancy not filled by the Directors.
REMOVAL OF DIRECTORS
3.05. The entire Board of Directors or any individual Director may be removed
from office with or without cause by vote of the holders of the majority of the
shares entitled to vote for Directors, at any regular or special meeting of such
shareholders.
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PLACE OF MEETINGS
3.06. All meetings of the Board of Directors shall be held at the principal
office of the Corporation or at such place within or without the state as may be
designated from time to time by resolution of the Board or by written consent of
all the members of the Board.
REGULAR MEETINGS
3.07. Regular meetings of the Board of Directors shall be held without call
or notice immediately following each annual meeting of the Shareholders of this
Corporation and at such other times as the Directors may determine.
SPECIAL MEETINGS-CALL AND NOTICE
3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the Chairman of the Board of Directors, or if he is absent
or unable or refuses to act, by the President, any Vice President or any two
Directors. Written notices of the special meetings stating the time and, in
general terms the purpose or purposes thereof, shall be mailed or telegraphed
or personally delivered to each Director not later than the day before the day
appointed for the meeting.
QUORUM
3.09. A majority of the authorized number of Directors shall be necessary to
constitute a quorum for the transaction of
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business except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.
BOARD ACTION WITHOUT MEETING
3.10. Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting and with the same force and effect as unanimous
vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.
ADJOURNMENT-NOTICE
3.11. A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. Notice of the time and place of holding an
adjourned meeting shall not be given to absent Directors if the time and place
is fixed at the meeting adjourned. 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.
CONDUCT OF MEETINGS
3.12. The President or, in his absence, any Director selected by the
Directors present shall preside at the meetings of the
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Board of Directors. The Secretary of the Corporation, or, in his absence, any
person appointed by the presiding officer, shall act as Secretary of the Board
of Directors.
COMPENSATION
3.13. Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the Board.
DIRECTORS' DEADLOCK
3.14. If the Directors are so divided respecting the management of the
Corporation's business and affairs that the votes required for action by the
Board of Directors cannot be obtained with the consequence that the business and
affairs of the Corporation can no longer be conducted to the advantage of the
Shareholders generally, a provisional Director or Directors shall be appointed
to act only on the deadlocked issue as follows: If the deadlocked Directors can
agree on the selection and appointment of an impartial person who is not an
employee, Shareholder or a creditor of the Corporation such provisional Director
shall be appointed and shall have all of the rights and powers of a duly elected
Director of the Corporation including the right to notice of and to vote at
meetings of Directors. If the Directors cannot agree upon a single provisional
Director,
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one provisional Director shall be selected by each side of the deadlocked
Directors, and a third provisional Director shall be selected by the first two
provisional Directors chosen. All three of the provisional Directors as provided
for herein shall have all of the rights and powers of a duly elected Director of
the Corporation. The decision of the majority of the Directors (including the
provisional Director or Directors, as the case may be) shall be binding on the
non-provisional Directors who were deadlocked. The compensation of the
provisional Director(s) is to be agreed to in advance, prior to assuming the
position(s) of provisional Director(s), by the provisional Director(s) and the
deadlocked Directors.
ARTICLE FOUR
OFFICERS
TITLE AND APPOINTMENT
4.01. The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and such Vice-President, assistants and other officers as the Board
of Directors shall from time to time determine. All officers shall be elected by
and hold office at the pleasure of the Board of Directors which shall fix the
compensation and tenure of all officers.
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PRESIDENT
4.02. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. The President shall preside at all meetings of the Shareholders and
of the Board of Directors. He may sign, with the Secretary or any other proper
officer of the Corporation authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
SECRETARY
4.03. The Secretary shall: (a) keep the minutes of the proceedings of the
Shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
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corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) keep a register of the
postoffice address of each Shareholder which shall be furnished to the Secretary
by such Shareholder; (e) sign with the President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
TREASURER
4.04. The Treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Artice V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of
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Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum determine.
SECRETARY AND VICE PRESIDENTS
4.05. In the absence or disablity of the President the Secretary shall
perform all the duties of the President, and when so acting shall have the
powers of, and be subject to all the restrictions on, the President. If so
chosen by the Board of Directors, the Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws.
ARTICLE FIVE
EXECUTION OF INSTRUMENTS
SIGNATORIES
5.01. The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers or other person or persons to
execute any Corporation instrument or to sign the corporate name without
limitation except where otherwise provided by law and such execution or
signature shall be binding upon the Corporation.
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LOANS
5.02. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
ARTICLE SIX
ISSUANCE AND TRANSFER OF SHARES
CERTIFICATES FOR PAID AND UNPAID SHARES
6.01. Certificates for shares of the Corporation shall be issued only when
fully paid.
SHARE CERTIFICATES
6.02. The Corporation shall deliver certificates representing all shares to
which Shareholders are entitled which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear upon
its face the statement that the Corporation is organized in Texas, the name in
which it is issued, the number and series, and the par value. The certificates
shall be signed by the President and the Secretary or an Assistant Secretary,
which signatures may be in facsimile if the certificates are to be countersigned
by a transfer agent or registered by registrar, and the seal of the Corporation
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shall be affixed thereto. The certificates shall contain on the faces or backs
such recitiations or references as are required by law.
REPLACEMENT OF CERTIFICATES
6.03. No new certificates shall be issued until the former certificate for
the shares represented thereby shall have been surrendered and cancelled except
in the case of lost or destroyed certificates for which the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.
TRANSFER OF SHARES
6.04. Shares of the Corporation may be transferred by endorsement, by the
signature of the owner, his agent, attorney, or legal representative and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed to have full notice of and to consent to the Bylaws of the Corporation to
the same extent as if he had signed a written assent thereto.
ARTICLE SEVEN
RECORDS AND REPORTS
INSPECTION OF BOOKS AND RECORDS
7.01. All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to
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the extent expressly provided by statute or these Bylaws, and not otherwise. The
Directors may examine such books and records at all reasonable times.
CLOSING STOCK TRANSFER BOOKS
7.02. The Board of Directors, in their discretion, may close the transfer
books for a period not exceeding 50 days preceding any meeting, annual or
special, of the Shareholders or the day appointed for the payment of a dividend.
FISCAL YEAR
7.03. The fiscal year of the Corporation shall be designated by resolution of
the Board of Directors.
ARTICLE EIGHT
AMENDMENT OF BYLAWS
8.01. The power to alter, amend, or repeal these Bylaws is vested in the
Directors, subject to repeal or change by action of the Shareholders.
ARTICLE NINE
INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.01. Each Director or officer of the Corporation, each former Director or
officer, and any person who serves or has served at
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the request of the Corporation as a Director or officer of another corporation
in which the Corporation owned shares of the capital stock or of which it was a
creditor, shall be indemnified by the Corporation against any costs and expenses
which may be imposed upon or actually and necessarily incurred by him (and for
which he is not otherwise reimbursed), including the amount of any judgments or
fines, in connection with the defense of any action, suit or proceeding whether
criminal or civil, in which he may be named as a party by reason of his being or
having been such Director or officer, or by reason of any action alleged to have
been taken or omitted by him in either such capacity; provided, however, that
the Corporation shall not indemnify any such person against any costs or
expenses imposed upon or incurred by him in relation to matters as to which he
shall be finally adjudged to be liable for negligence or misconduct in the
performance of duty. In the event of a settlement of any such action, suit or
proceeding prior to final adjudication, or in the event of a settlement of any
claim made against any such person by reason of his being or having been such
Director or officer, such person shall be indemnified against any costs and
expenses actually incurred by him, including any amount paid to effect such
settlement, if the Corporation is advised by independent counsel selected or
approved by its Board of Directors that he acted without negligence or
misconduct in the performance of duty and that
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such costs and expenses are not unreasonable. In the event of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a plea of guilty
or nolo contendere or its equivalent, or after trial) shall not be deemed an
adjudication that such person is liable for negligence or misconduct in the
performance of duty if he acted in good faith in what he considered to be the
best interests of the Corporation or such other corporation and with no
reasonable cause to believe that the action was illegal.
9.02. The right of indemnification in this Article provided shall inure to
each person referred to in the first paragraph of this Article whether or not he
is such Director or officer at the time such costs or expenses are imposed or
incurred, and whether or not the claim asserted against him is based on matters
which antedate the adoption of these Bylaws; and in the event of his death or
incapacity shall extend to his legal representatives. Each person who shall act
as a Director or officer of the Corporation, or of any such other corporation at
the request of the Corporation, shall be deemed to be doing so in reliance upon
such right of indemnification; and such right shall not be exclusive of any
other right which he may have.
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SIGNATURES AND ATTESTATION
The undersigned hereby certifies that the Bylaws were adopted by the
Board of Directors as of the 9th day of June, 1986.
/s/ W. Frank Suit
-----------------------------------
W. Frank Suit, Secretary
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BY-LAWS
OF
RELIABLE TRANSPORTATION COMPONENTS, INC.
ARTICLE I.
OFFICES
SECTION 1. The Registered Office of the corporation shall be at 2650
Royal Lane, Suite 208, Dallas County, Texas, and the name of the Registered
Agent of the corporation at such address is John C. Arneson.
SECTION 2. The corporation may also have offices at such other places
both within and without the State of Texas as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II.
MEETING OF SHAREHOLDERS
SECTION 1. All meetings of the shareholders for the election of
Directors shall be held at the office of the corporation in Dallas, Texas.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of Texas, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
SECTION 2. An annual meeting of the shareholders commencing with the
year 1987 shall be held on the 2nd Tuesday in January of each year if not a
legal holiday and if a legal holiday, then on the next secular day following, at
10:00 o'clock A.M., at which they shall elect a Board of Directors and transact
such other business as may be properly brought before the meeting.
SECTION 3. At least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at said meeting arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to such meeting,
shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall be produced
and kept open at the time and place of the meeting during the whole time thereof
and shall be subject to the inspection of any shareholder who may be present.
SECTION 4. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these By-laws, may be called by the President, the Board of
Directors or the holders of not less than one-tenth of all the shares entitled
to vote at the meetings. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.
SECTION 5. Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary or the officer or person
calling the meeting, to each shareholder of record entitled to vote at the
meeting.
SECTION 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles of Incorporation or by these By-laws. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders entitled to vote thereat, 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 7. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
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represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, except to the extent that the voting rights of the shareholders of
any class or classes are limited or denied by the Articles of Incorporation.
ARTICLE III.
DIRECTORS
SECTION 1. The business and affairs of the corporation shall be managed
by its Board of Directors who may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the shareholders.
SECTION 2. The Board of Directors shall consist of two Directors, who
need not be a shareholder or a resident of the State of Texas. The Directors
shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each Director elected shall hold office until his
successor shall be elected and shall qualify.
SECTION 3. Any Director may be removed either for or without cause, at
any special meeting of shareholders by the affirmative vote of a majority in
number of shares of the shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director, if notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting. If any vacancies occur in the Board of Directors whether by death,
resignation, retirement, disqualification or removal from office or otherwise, a
majority of the Directors then in office, though less than a quorum, may choose
a
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successor or successors, or a successor or successors may be chosen at a special
meeting of shareholders called for that purpose; and each successor Director so
chosen shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting of the shareholders or at a
special meeting of shareholders for that purpose.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4. The Directors of the corporation may hold their meetings,
both regular and special, either within or without the State of Texas.
SECTION 5. The first meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of shareholders,
and at the same place, unless by unanimous consent of the Directors then elected
and serving such time or place shall be changed.
SECTION 6. Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.
SECTION 7. Special meetings of the Board of Directors may be called by
the President on three days' notice to each Director, either personally or by
mail, or by telegram, or such special meetings may be called by the President or
Secretary in like manner and on like notice on the written request of the
Director. The business to be transacted at, or the purpose of, any special
meeting need be specified in a notice or waiver of notice except where expressly
provided by statute, the Articles of Incorporation or by these By-laws. By
appropriate Waiver of Notice, Directors may hold special meetings on the date of
execution of such Waiver.
SECTION 8. At all meetings of the Board of Directors the presence of a
majority of the Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation
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or by these By-laws. If a quorum is not present at any meeting of the Directors,
the Directors present thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum shall be
present.
COMPENSATION OF DIRECTORS
SECTION 9. 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 any 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.
ARTICLE IV.
NOTICES
SECTION 1. Whenever under the provisions of the statutes, or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or shareholder, and no provision is made as to how such notice
shall be given, it shall be construed to mean personal notice, but any such
notice may be given in. writing, by mail, postage prepaid, addressed to such
Director or shareholders at such address as appears on the books of the
corporation. Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same shall be thus deposited in the
United States mail as aforesaid.
SECTION 2. A waiver in writing signed by the persons or person entitled
to receive a notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice.
ARTICLE V.
OFFICERS
SECTION 1. The officers of the corporation shall be elected by the
Directors and shall be a President, a Vice President, a Treasurer and a
Secretary. The Board of Directors may also choose additional Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person, except that the offices of President and
Secretary shall not be held by the same person.
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SECTION 2. The Board of Directors at its first meeting after each
annual meeting of the shareholders shall choose a President from its members,
and shall choose 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 may appoint such other officers and
agents as shall be deemed necessary, who shall be appointed for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.
SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by resolution of the Board of Directors.
SECTION 5. Each officer of the corporation shall hold office until his
successor is chosen and qualified or until his death or until his resignation or
removal from office. An officer or agent elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of the majority of
the whole Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.
THE PRESIDENT
SECTION 6. The President shall be chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and shall have
general and active management of the business and affairs of the corporation,
shall see that all orders and resolutions of the Board are carried into effect,
and shall perform such other duties as the Board of Directors shall prescribe.
THE VICE PRESIDENT
SECTION 7. Each Vice President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.
SECRETARY AND ASSISTANT SECRETARIES
SECTION 8. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that
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purpose. He shall give, or cause to be 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 keep in safe custody the seal of
the corporation, and when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or Assistant Secretary.
SECTION 9. Each Assistant Secretary shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe or as the
President from time to time may delegate to him.
TREASURER AND ASSISTANT TREASURERS
SECTION 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements of the corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation and in such
depositories as may be designated by the Board of Directors.
SECTION 11. 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 Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the corporation, and
shall perform such other duties as the Board of Directors may prescribe.
SECTION 12. The Treasurer shall give the corporation a bond in such
form, in such sum, and with such surety or sureties as shall be satisfactory to
the Board 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, if so required by the Board of Directors.
SECTION 13. Each Assistant Treasurer shall have such powers and perform
such duties as the Board of Directors may from time to time prescribe.
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ARTICLE VI.
CERTIFICATES REPRESENTING SHARES
SECTION 1. Certificates in such form as may be determined by the Board
of Directors shall be delivered representing all shares to which shareholders
are entitled. Such certificates shall be consecutively numbered and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, and the par value of such shares, or a statement that such shares are
without par value. They shall be signed by the President or Vice President and
the Secretary or an Assistant Secretary and may be sealed with the seal of the
corporation or a facsimile thereof.
LOST CERTIFICATES
SECTION 2. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore issued
by the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue the Board of Directors in its discretion
may as a condition precedent require that the owner of such lost or destroyed
certificate give the corporation a bond in such form, in such money and with
such surety or sureties as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate alleged to have
been lost or destroyed.
TRANSFER OF SHARES
SECTION 3. Shares of stock shall be transferable only on the books of
the corporation by the holder thereof in person or by his duly authorized
attorney.
REGISTERED SHAREHOLDERS
SECTION 4. 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 shares or share on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
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ARTICLE VII.
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, property or in shares of the corporation, subject to the
provisions of the statutes and the Articles of Incorporation.
CHECKS
SECTION 2. 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 3. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
SEAL
SECTION 4. The corporate seal shall have inscribed thereon the name of
the corporation and the year of its organization.
ARTICLE VIII.
AMENDMENTS
SECTION 1. These By-laws may be altered, amended or repealed at any
meeting of the shareholders at which a quorum is present or represented by the
affirmative vote of the holders of a majority of the shares present or
represented at such meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting.
ADOPTED by the Board of Directors of the corporation this 4th day of
February 1986.
/s/ William Spoliansky
---------------------------
William Spoliansky
Secretary
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