EXHIBIT 3.46
BY-LAWS OF
TEN PAC COMPANY
A NEVADA CORPORATION
ARTICLE I
DATE: January 23, 1995
SECTION 1. Offices:
The principal office of the corporation in the State of Nevada shall be located
at such place as the Board of Directors may from time to time select. The
corporation may have such other offices either within or without the State of
Nevada as the Board of Directors may designate or as the business of the
corporation may require from time to time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders of the corporation shall be held on the
second Saturday in June of each year, at the office of the corporation in the
State of Nevada or otherwise as provided in the notice of said meeting. The
purpose of transacting such other business as may be brought before said
meeting. The Board of Directors may change the time and place of the annual
meeting providing such change of time and place be preceded by a notice of such
change to all stockholders of record. If said day of the annual meeting is a
legal holiday, then said meeting shall be held on the next ensuing day not a
holiday.
SECTION 2. Notice of Shareholders Meeting:
Written or printed notice stating the place, day and hour of the meeting and, in
case of a special meeting, the purposes for which the meeting is called, shall
be delivered not less than ten or 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 persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer book of the
corporation, with postage thereon prepaid. Provided, however, that notice of any
meeting of shareholders whether regular or special, may be waived either before,
at or after such meeting.
SECTION 3. Special Meetings:
Special meetings of the shareholders 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 meeting. All meetings of the shareholders may be held
within or without the State of Nevada. Notice of the special meeting will be had
as provided under Section 2 of this Article.
SECTION 4. Voting:
A shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized Attorney in Fact. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided by
the proxy.
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SECTION 5. Quorum Requirements:
A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
without further notice. 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 originally called.
SECTION 6. Tellers:
At all meetings of shareholders, the Chairman may appoint three tellers who
shall act as inspectors of elections and determine the validity of the proxies
and press upon the qualifications of all persons offering to vote at each
meeting and count the ballots. The election shall be by secret ballot, or in
case there is only one nomination for a certain office, the election may be by
acclamation. Each shareholder of record shall be entitled to one vote for each
share of stock held by him.
SECTION 7. Order of Business:
1st. All persons claiming to hold proxies shall present them to the
teller(s) for verification.
2nd. Proof of due notice of meeting when applicable.
3rd. Reading and disposal of all unapproved minutes.
4th. Reports of officers and committees.
5th. Election of Directors.
6th. Unfinished business.
7th. New business.
8th. Adjournment.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Directors:
A board of one (1) or more Directors, as required by law, shall be chosen
annually by the stockholders at their annual meeting. The holders of the
majority of the outstanding shares of stock entitled to vote may at any time
pre-emptorily terminate the terms of office of all or any of the Directors, by a
vote at a meeting called for such purposes. Such removal shall be effective
immediately even if successors are not elected simultaneously and the vacancies
of the Board of Directors resulting therefrom shall be filled by the
stockholders, or by the Board of Directors as provided in Section 2 hereof.
SECTION 2. Vacancies:
In case of any vacancy among the Directors through death, resignation,
disqualification or other cause, the remaining Directors, though less than a
quorum, shall by vote of a majority of their number elect a successor to hold
office for the unexpired portion of the term of the Director whose place shall
be vacant.
SECTION 3. Regular Meetings:
After the adjournment of the annual meeting of the stockholders of the company,
the newly elected Directors shall meet for the purpose of organization, the
election of officers, and the transaction of such other business as may come
before said meeting. No notice shall be required for such meeting. The meeting
may be held within or without the State of Nevada.
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SECTION 4. Special Meetings:
Special meetings of the Board of Directors shall be held at the place
specifically called therefor, and notice thereof. Said special meeting of the
Board of Directors may be called at any time by the President or by any two
members of the Board giving written notice thereof to the President of said
corporation, or said special meeting may be called without notice by unanimous
written consent of all the members by the presence of all the members of said
board at any such meeting. The special meetings of the Board of Directors may be
held within or without the State of Nevada.
SECTION 5. Quorum:
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by statute or by these
By-Laws but if any meeting of the Board be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.
SECTION 6. Order of Business:
The Board of Directors may, from time to time, determine the order of business
at their meetings. The usual order of business at such meetings shall be as
follows:
1st. Roll Call; a quorum being present.
2nd. Reading of minutes of preceding meeting and action thereon.
3rd. Consideration of communications of the Board of Directors.
4th. Reports of officials and committees.
5th. Unfinished business.
6th. Miscellaneous business.
7th. New business.
8th. Adjournment.
SECTION 7. Meetings by Telephone:
If all the directors consent, a director may participate in a meeting of the
board or of a committee of the board by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means is
deemed to be present at the meeting.
ARTICLE IV
POWERS OF DIRECTORS
SECTION 1. Generally:
The Government in control of the corporation shall be vested in the Board of
Directors.
SECTION 2. Special Powers:
The Board of Directors shall have, in addition to its other powers, the express
right to exercise the following powers:
1. To purchase, lease, and acquire, in any lawful manner any and all real
or personal property including franchises, stocks, bonds and
debentures of other companies, business and good will, patents,
trademarks in contracts, and interests thereunder, and other rights
and properties which in their judgement may be beneficial for the
purpose of this corporation, and to issue shares of stock of this
corporation in payment of such property, and in payment for services
rendered to this corporation, when they deem it advisable.
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2. To fix and determine and to vary, from time to time, the amount or
amounts to be set aside or retained as reserve funds or as working
capital of this corporation.
3. To issue notes and other obligations or evidences of the debt of this
corporation, and to secure the same, if deemed advisable, and endorse
and guarantee notes, bonds, stocks, and other obligations of other
corporations with or without compensation for so doing, and from time
to time to sell, assign, transfer or otherwise dispose of any of the
property of this corporation, subject, however, to the laws of the
State of Nevada, governing the disposition of the entire assets and
business of the corporation as a going concern.
4. To declare and pay dividends, both in the form of money and stock, but
only from the surplus or from the net profit arising from the business
of this corporation, after deducting therefrom the amounts, at the
time when any dividend is declared which shall have been set aside by
the Directors as a reserve fund or as a working fund.
ARTICLE V
SECTION 1. Committees:
From time to time the Board of Directors, by affirmative vote of a majority of
the whole Board may appoint any committee or committees for any purpose or
purposes, and such committee or committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no time have more
power than that authorized by the statutes regulating the appointment of
committees.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
And the officers of the corporation shall consist of a President and Secretary,
and such other officers as shall from time to time be provided for by the Board
of Directors. Such officers shall be elected by ballot or unanimous acclamation
at the meeting of the Board of Directors after the annual election of Directors.
In order to hold any election there shall be a quorum present, and any officer
receiving a majority vote shall be declared elected and shall hold office for
one year and until his or her respective successor shall have been duly elected
and qualified; provided, however, that all officers, agents and employees of the
corporation shall be subject to removal from office pre-emptorily by vote of the
Board of Directors at any meeting.
SECTION 2. Powers and Duties of President:
The President shall at all times be subject to the control of the Board of
Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officers and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages, and
all other obligations in the name of the corporation, and with the Secretary
shall sign all certificates of the shares of the capital stock of the
corporation.
The President shall preside at all meetings of the shareholders and of the Board
of Directors and by virtue of his office he shall be a member and Chairman of
the executive committee if one is appointed. The President shall each year
present an annual report of the preceding year's business to the Board of
Directors at a meeting to be held immediately preceding the annual meeting of
the shareholders, which report shall be read at the annual meeting of the
shareholders. The President shall do and perform such other duties as from time
to time may be assigned by the Board of Directors to him.
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Notwithstanding any provision to the contrary contained in the By-Laws of the
corporation, the Board may at any time and from time to time direct the manner
in which any person or persons by whom any particular contract, document, note
or instrument in writing of the corporation may or shall be signed by and may
authorize any officer or officers of the corporation to sign such contracts,
documents, notes or instruments.
SECTION 3. Powers and Dirties of the Secretary:
The Secretary of said corporation shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the shareholders, and also
when requested by a committee, the minutes of such committee, in books provided
for the purpose. He shall attend to the giving and serving of notice of the
corporation. It shall be the duty of the Secretary to sign with the President,
in the name of the corporation, all contracts, notes, mortgages, and other
instruments and other obligations authorized by the Board of Directors, and when
so ordered by the Board of Directors, he shall affix the Seal of Corporation
thereto. The Secretary shall have charge of all books, documents, and papers
properly belonging to his office, and of such other books and papers as the
Board of Directors may direct.
ARTICLE VII
STOCK AND CERTIFICATES AND TRANSFERS
SECTION 1. Stock and Certificates and Transfers:
All certificates for the shares of the capital stock of the corporation shall be
signed by the President or Vice-President, and Secretary. All certificates shall
be consecutively numbered in progression beginning with number one. Each
certificate shall show upon its face that the corporation is organized under the
laws of Nevada, the number and par value, if any, of each share represented by
it, the name of the person owning the shares represented thereby, with the
number of each share and the date of issue, and that the stock thereby
represented is transferable only upon the books of the corporation and upon the
signing of such certificates. A stock transfer book, known as the stock register
shall be kept, in which shall be entered the number of each certificate issued
and the name of the person owning the shares thereby represented, with the
number of such shares and the date of issue. The transfer of any share or shares
of stock in the corporation may be made by surrender of the certificate issued
therefor, and the written assignment thereof by the owner or his duly authorized
Attorney In Fact. Upon such surrender and assignment, a new certificate shall be
issued to the Assignee as he may be entitled, but without such surrender and
assignment no transfer of stock shall be recognized by the corporation. The
Board of Directors shall have the power concerning the issue, transfer and
registration of certificates to bear signatures of either or both. The stock
transfer books shall be closed ten days before each meeting of the shareholders
and during such period no stock shall be transfered.
SECTION 2. Pre-Emptive Rights:
Any issue or shares or securities of the corporation in addition to the shares
subscribed to or issued at the date of these By-Laws shall be first offered
prorate to the shareholders of record in relation to their then existing
percentage of ownership of the outstanding stock of this corporation. Such
preemptive rights shall apply to any original authorized but unissued stock of
this corporation.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
The fiscal year of the corporation shall commence with the opening of business
on the first day of April of each year and shall close on the 31st day of March
of the year.
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ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws:
The By-Laws may be amended by a majority vote of the Board of Directors of this
corporation at a regular annual meeting. Also, said By-Laws may be altered or
amended by a majority vote of the shareholders of said corporation at any
special meeting called for that object and purpose, and provided all the
shareholders are given legal notice of the object and purpose of said meeting.
The foregoing Re-stated By-Laws of Ten PAC Company are hereby accepted and
adopted as the By-Laws of said corporation, and we, the undersigned, do hereby
certify that the above foregoing By-Laws are duly adopted by the Board of
Directors and that the same do now constitute the By-Laws of this corporation.
/s/ Charles J. Bayer
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Charles J. Bayer, President
ATTEST:
/s/ J. Scott Askew
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J. Scott Askew, Secretary
(CORPORATE SEAL)
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