Exhibit 3.2(a)(i)
MONETARY MANAGEMENT CORPORATION
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BY - LAWS
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ARTICLE I
OFFICES
Section 1. The office of the corporation shall be located
in the City of New York, County of New York, State of New York.
Section 2. The corporation may also have offices at such
other places both within and without the State of New York as the
board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of
directors shall be held within or without the State Of New York, at
such place as may be fixed from time to time by the board of
directors.
Section 2. Annual meetings of shareholders, commencing with
the year 1981, shall be held on the second Tuesday in May if not a
legal holiday, and if a legal holiday, then on the next secular day
following, at 3:00 P. M., at which they shall elect
by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting
stating the place, date and hour of the meeting 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 persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders may be held at
such time and place within or without the State of New York as shall
be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president, the
board of directors, chairman of the board, or the holders of not less
than twenty-five percent of all the shares entitled to vote at the
meeting.
Section 3. Written or printed notice of a special meeting
stating the place, date and hour of the meeting and 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 persons calling
the meeting, to each shareholder of record entitled to vote at such
meeting. The notice should also indicate that it is being issued by,
or at the direction of, the person calling the meeting.
Section 4. The business transacted at any special meeting
of shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or
by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise
provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders 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 2. If a quorum is present, the affirmative vote of
a majority of the shares of stock represented at the meeting shall be
the act of the shareholders, unless the vote of a greater or lesser
number of shares of stock is required by law or the certificate of
incorporation.
Section 3. Each outstanding share of stock having a voting
power shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders. A shareholder may vote either in person
or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.
Section 4. The board of directors in advance of any
shareholders' meeting may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and,
on the request of any shareholder entitled to vote thereat, shall
appoint one or more inspectors. In case any person appointed as
inspector fails to appear or act, the vacancy may be filled by the
board in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such
meeting with strict impartiality and according to the best of his
ability.
Section 5. Whenever shareholders are required or permitted
to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by the
holders of all outstanding shares entitled to vote thereon.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall not be less than
three. Directors shall be at least eighteen years of age and need not
be residents of the State of New York nor shareholders of the
corporation. The directors, other than the first board of directors,
shall be elected at the annual meeting of the shareholders, except as
hereinafter provided, and each director elected shall serve until the
next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office
until the first annual meeting of shareholders.
Section 2. Any or all of the directors may be removed, with
or without cause, at any time by the vote of the shareholders at a
special meeting called for that purpose.
Any director may be removed for cause by the action of the
directors at a special meeting called for that purpose.
Section 3. Unless otherwise provided in the certificate of
incorporation, newly created directorships resulting from an increase
in the board of directors and all vacancies occurring in the board of
directors, including vacancies caused by removal without cause, may be
filled by the affirmative vote of a majority of the board of
directors, however, if the number of directors then in office is less
than a quorum then such newly created directorships and vacancies may
be filled by a vote of a majority of the directors then in office. A
director elected to fill a vacancy shall hold office until the next
meeting of shareholders at which election of directors is the regular
order of business, and until his successor shall have been elected and
qualified. A director elected to fill a newly created directorship
shall serve until the next succeeding annual meeting of shareholders
and until his successor shall have been elected and qualified.
Section 4. The business affairs of the corporation shall be
managed by its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not
by statute or by the certificate of incorporation or by these by-laws
directed or required to be exercised or done by the shareholders.
Section 5. The directors may keep the books of the
corporation, except such as are required by law to be kept within the
state, outside the State of New York, at such place or places as they
may from time to time determine.
Section 6. The board of directors, by the affirmative vote
of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or
special, may be held either within or without the State of New York.
Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by
the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present, or it may convene at such place and time as shall be fixed by
the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may
be held upon such notice, or without notice, and at such time and at
such place as shall from time to time be determined by the board.
Section 4. Special meetings of the board of directors may
be called by the president on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like notice
on the written request of two directors.
Section 5. Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before or after
the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice. Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 6. A majority of the directors shall constitute a
quorum for the transaction of business unless a greater or lesser
number is required by law or by the certificate of incorporation. The
vote of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors, unless
the vote of a greater
number is required by law or by the certificate of incorporation. If
a quorum shall not be present at any meeting of directors, the
directors present may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
Section 7. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of directors,
or any committee designated by the board Of directors, may participate
in a meeting of the board of directors, or any committee, by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in
person at the meeting.
Section 8. Unless the certificate of incorporation provides
otherwise, any action required or permitted to be taken at a meeting
of the directors or a committee thereof may be taken without a meeting
if a consent in writing to the adoption of a resolution authorizing
the action so taken, shall be signed by all of the directors entitled
to vote with respect to the subject matter thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by
a majority of the entire board, may designate, from among its members,
an executive committee and other committees, each consisting of three
or more directors, and each of which, to the extent provided in the
resolution, shall have all the authority of the board, except as
otherwise required by law. Vacancies in the membership of the
committee shall be filled by the board of directors at a regular or
special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to
the board when required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws, notice is
required to be given to any director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or shareholder, at his
address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the
time when the same
shall be deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice of a meeting is required to
be given under the provisions of the statutes 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 such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be a chairman of the board, a
president, a vice-president, a secretary and a treasurer. The board of
directors may also choose additional vice-presidents, and one or more
assistant secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting
after each annual meeting of shareholders shall choose a president
from among the directors, and shall choose one or more vice-
presidents, a secretary and a treasurer, none of whom need be a member
of the board.
Any two or more offices may be held by the same person,
except the offices of president and secretary. When all the issued
and outstanding stock of the corporation is owned by one person, such
person may hold all or any combination of offices.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board of
directors.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors.
Any vacancy occurring in any office of the corporation shall be filled
by the board of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall preside at all
meetings of the shareholders and the board of directors and shall see
that all orders and resolutions of the board of directors are carried
into effect. He shall in the absence or disability of the president,
perform the duties and exercise the
powers of the president and shall perform such other duties and have
such powers as the board of directors may from time to time prescribe.
THE PRESIDENT
Section 7. The president shall be chief executive officer,
shall have general and active management of the business of the
corporation, shall, in the absence or disability of the chairman of
the board, perform the duties and exercise the powers of the chairman
of the board and shall perform other such duties and have powers as
the board of directors may from time to time prescribe.
Section 8. He shall execute bonds, mortgages and other
contracts requiring a seal under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of
the corporation.
THE VICE-PRESIDENTS
Section 9. The vice-president or, if there shall be more
than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the
president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all
the proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. 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, chairman
of the board or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or
an assistant secretary, shall have authority to affix the same to any
instrument requiring it and, when so affixed, it may be attested by
his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by his
signature.
Section 11. The assistant secretary or, if there be more
than one, the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of
the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys 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.
Section 13. 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 the
board of directors at its regular meetings, or when the board of
directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
Section 14. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board of directors 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.
Section 15. The assistant treasurer, or, if there shall be
more than one, the assistant treasurers in the order determined by the
board of directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by certificates signed by the chairman or vice-chairman of
the board or the president or a vice-president and the secretary or an
assistant secretary or the treasurer or an assistant treasurer of the
corporation and may be sealed with the seal of the corporation or a
facsimile thereof.
When the corporation is authorized to issue shares of more
than one class there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder
upon request and without charge, a full statement of the designation,
relative rights, preferences, and limitations of the shares of each
class authorized to be issued and, if the corporation is authorized to
issue any class of preferred shares in series, the designation,
relative rights, preferences and limitations of each such series so
far as the same have been fixed and the authority of the board of
directors to designate and fix the relative rights, preferences and
limitations of other series.
Section 2. The signatures of the officers of the
corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other
than the corporation itself or an employee of the corporation. In
case any officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed.
When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or
destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued
to the person entitled thereto, and the old certificate cancelled and
the transaction recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the
board of directors may fix, in advance, a
date as the record date for any such determination of shareholders.
Such date shall not be more than fifty nor less than ten days before
the date of any meeting nor more than fifty days prior to any other
action. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any
adjournment thereof, unless the board fixes a new record date for the
adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such Owner, and to hold
liable for calls and assessments a person registered on its books as
the owner of shares, and 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, except as otherwise provided by the laws of New York.
LIST OF SHAREHOLDERS
Section 7. A list of shareholders as of the record date,
certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting
upon the request thereat or prior thereto of any shareholder. If the
right to vote at any meeting is challenged, the inspectors of
election, or person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the persons
challenged to vote at such meeting and all persons who appear from
such list to be shareholders entitled to vote thereat may vote at such
meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the certificate of
incorporation relating thereto, if any, dividends may be declared by
the board of directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in shares of the capital stock or
in the corporation's bonds or its property, including the shares or
bonds of other corporations subject to any provisions of law and of
the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund 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.
CHECKS
Section 3. 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 4. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, New York". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be amended or repealed or new
by-laws may be adopted at any regular or special meeting of
shareholders at which a quorum is present or represented, by the vote
of the holders of shares entitled to vote in the election of any
directors, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting. These by-laws may
also be amended or repealed or new by-laws may be adopted by the
affirmative vote of a majority of the board of directors at any
regular or special meeting of the board. If any by-law regulating an
impending election of directors is adopted, amended or repealed by the
board, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors the by-law so adopted,
amended or repealed, together with precise statement of the changes
made. By-laws adopted by the board of directors may be amended or
repealed by the shareholders.
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