Exhibit 3.10
BYLAWS
OF
PCA NATIONAL LLC
(a Delaware limited liability company)
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ARTICLE I
UNITHOLDERS
1. CERTIFICATES REPRESENTING UNITS. Certificates representing Units in
the Company shall be signed by, or in the name of, the Company by the
Chairperson or Vice-Chairperson of the Board of Managers, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company. Any or all the
signatures on any such 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
Company with the same effect as if such person were such officer, transfer agent
or registrar at the date of issue.
Whenever the Company shall be authorized to issue more than one class
of Units or more than one series of any class of Units, the certificates
representing Units of any such class or series shall set forth thereon the
statements prescribed by the Limited Liability Company Agreement of PCA National
LLC (the "Agreement"). Any restrictions on the transfer or registration of
transfer of any Of Units of any class or series shall be noted conspicuously on
the certificate representing such Units.
The Company may issue a new certificate of Units in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Managers may require the owner of the lost, stolen,
or destroyed certificate, or such owner's legal representative, to give the
Company a bond sufficient to indemnify the Company against any claim that may be
made against it on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of any such new certificate or uncertificated
Units.
2. UNIT TRANSFERS. Upon compliance with the Agreement and any other
provisions restricting the transfer or registration of transfer of Units, if
any, transfers or registration of transfers of Units of the Company shall be
made only on the Unit ledger of the Company by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Company or with a transfer
agent or a registrar, if any, and, in the case of
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Units represented by certificates, on surrender of the certificate or
certificates for such Units properly endorsed and the payment of all taxes due
thereon.
ARTICLE II
MANAGERS
1. FUNCTIONS AND DEFINITION. In accordance with the Company's
Certificate of Formation, the business and affairs of the Company shall be
managed by or under the direction of the Board of Managers of the Company. The
Board of Managers shall have the authority to fix the compensation of the
members thereof. The use of the phrase "whole board" herein refers to the total
number of Managers which the Company would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A Manager need not be a Unitholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Managers shall consist of one person, namely Barry J. Feld.
Thereafter the number of Managers constituting the whole board shall be at least
one. Subject to the foregoing limitation and except for the first Board of
Managers, such number may be fixed from time to time by action of the
Unitholders or of the Managers, or, if the number is not fixed, the number shall
be one. The number of Managers may be increased or decreased by action of the
Unitholders or of the Managers.
3. ELECTION AND TERM. The first Board of Managers, consisting solely
of Barry J. Feld, shall hold office until the first meeting of Unitholders and
until their successors are elected and qualified or until their earlier
resignation or removal. Any Manager may resign at any time upon written notice
to the Company. Thereafter, Managers who are elected at an annual meeting of
Unitholders, and Managers who are elected in the interim to fill vacancies and
newly created Managerships, shall hold office until the next annual meeting of
Unitholders and until their successors are elected and qualified or until their
earlier resignation or removal. In the interim between annual meetings of
Unitholders or of special meetings of Unitholders called for the election of
Managers and/or for the removal of one or more Managers and for the filling of
any vacancy in that connection, newly created Managerships and any vacancies in
the Board of Managers, including unfilled vacancies resulting from the removal
of Managers for cause or without cause, may be filled by the vote of a majority
of the remaining Managers then in office, although less than a quorum, or by the
sole remaining Manager.
4. MEETINGS.
- TIME. Meetings of the Board of Managers shall be held at such form
as the Board shall fix, except that the first meeting of a newly elected Board
shall be held as soon after its election as the Managers may conveniently
assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
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- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, of the President, or of a majority of the Managers in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
Managers thereat. Notice need not be given to any Manager or to any member of a
committee of Managers who submits a written waiver of notice signed by such
Manager or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Managers need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the Managers in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the Managers present, whether or not a quorum is present, may adjourn a
meeting to another, time and place. Except as herein otherwise provided, and
except as otherwise provided by the Agreement, the vote of the majority of the
Managers present at a meeting at which a quorum is present shall constitute the
act of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of these Bylaws which govern a
meeting of Managers held to fill vacancies and newly created Managerships in the
Board or action of disinterested Managers.
Any member or members of the Board of Managers or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any
and if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other Manager chosen by the Board,
shall preside.
5. REMOVAL OF MANAGERS. Except as may otherwise be provided by the
Agreement, any Manager or the entire Board of Managers may be removed, with or
without cause, by the holders of a majority of the Units then entitled to vote
at an election of Managers.
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6. COMMITTEES. The Board of Managers may designate one or more
committees, each committee to consist of one or more of the Managers of the
Company. The Board may designate one or more Managers as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Managers to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Managers in the management of the business and affairs of the Company.
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Managers or any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the Company shall consist of a President, a Secretary,
a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Managers, a Chairperson of the Board, a Vice-Chairperson of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Managers choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Managers choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a Manager. Any number of offices
may be held by the same person, as the Managers may determine.
Unless otherwise provided in the resolution choosing such officer,
each officer shall be chosen for a term which shall continue until the meeting
of the Board of Managers following the next annual meeting of Unitholders and
until such officer's successor shall have been chosen and qualified.
All officers of the Company shall have such authority and perform such
duties in the management and operation of the Company as shall be prescribed in
the resolutions of the Board of Managers designating and choosing such officers
and prescribing their authority and duties, and shall have such additional
authority and duties as are incident to their office except to the extent that
such resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretary of the Company shall record all of the proceedings of all meetings and
actions in writing of Unitholders, Managers, and committees of Managers, and
shall exercise such additional authority and perform such additional duties as
the Board shall assign to such Secretary or Assistant
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Secretary. Any officer may be removed, with or without cause, by the Board of
Managers. Any vacancy in any office may be filled by the Board of Managers.
ARTICLE IV
COMPANY SEAL
The company seal shall be in such form as the Board of Managers shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the Company shall be fixed, and shall be subject to
change, by the Board of Managers.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the Certificate of Formation and the
provisions of the Agreement, the power to amend, alter, or repeal these Bylaws
and to adopt new Bylaws may be exercised by the Board of Managers or by the
Unitholders.
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I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of PCA NATIONAL LLC, a Delaware Company, as in effect on the date
hereof.
Dated: July 31, 2000.
PCA NATIONAL LLC
By: /s/ J. Robert Wren
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Secretary