Exhibit 3.2(b)(i)
BYLAWS
OF
ALBUQUERQUE INVESTMENTS, INC.
ARTICLES I
OFFICES
SECTION 1.01 BUSINESS OFFICES. The principal office of the
Corporation shall be located in Albuquerque, New Mexico. The
Corporation may have such other offices, either within or outside New
Mexico, as the Board of Directors may designate or as the business of
the Corporation may require from time to time.
SECTION 1.02 REGISTERED OFFICE. The registered office of
the Corporation required by the New Mexico Business Corporation Act to
be maintained in New Mexico may be, but need not be, identical with
the principal office if in New Mexico, and the address of the
registered office may be changed from time to time as provided by law.
ARTICLE II
SHAREHOLDERS
SECTION 2.01 ANNUAL MEETING. An annual meeting of the
shareholders shall be held at 10:00 o'clock a.m. on the first Monday
in the month of November in each year, or on such other date as may be
determined by the Board of Directors, beginning with the year 1990,
for the purpose of electing Directors and for the transaction of such
other business as may come before the meeting. If the day fixed for
the annual meeting is a legal holiday, the meeting shall be held on
the next succeeding business day. If the election of Directors shall
not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a meeting of the shareholders
as soon thereafter as conveniently may be. Failure to hold an annual
meeting as required by these By-laws shall not invalidate any action
taken by the Board of Directors or officers of the Corporation, nor
shall it work a forfeiture or dissolution of the Corporation.
SECTION 2.02 SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed
by statute, may be called at any time by the Board of Directors or by
the President, and shall be called by the President or by the
Secretary at the request in writing of a majority of the Board of
Directors or at the request in writing of shareholders owning not less
than one-tenth of all the out
standing capital stock of the Corporation issued and outstanding and
entitled to vote. Such shareholders' request shall state the purpose
or purposes of the proposed meeting.
SECTION 2.03 PLACE OF MEETINGS. Each meeting of the
shareholders shall be held at such place, either within or without the
State of New Mexico, as may be designated in the notice of meeting,
or, if no place is designated in the notice, at the principal office
of the Corporation.
SECTION 2.04 NOTICE OF MEETINGS. Written notice of each
meeting of the shareholders stating the place, day and hour of the
meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered, either
personally or by first class mail, postage prepaid, by or at the
direction of the President, or the Secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to notice
of such meeting, not less than ten (10) nor more than fifty (50) days
before the date of the meeting, except that if the authorized shares
of the Corporation are to be increased, at least thirty (30) days'
notice shall be given, and if the sale, lease, exchange or other
disposition of all or substantially all of the property and assets of
the Corporation not in the regular course of business is to be voted
on, at least twenty (20) days' notice shall be given. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail, addressed to each shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid, but if three (3) successive notices mailed to the
last-known address of any shareholder of record are returned as
undeliverable no further notices to such shareholder shall be
necessary until another address for such shareholder is made known to
the Corporation. If requested by a person or persons, other than the
Corporation, lawfully calling a meeting, the Secretary shall give
notice of such meeting at corporate expense. If a meeting is
adjourned to another time or place, notice need not be given if the
time and place thereof are announced at the meeting, unless the
adjournment is for more than thirty (30) days or if after the
adjournment a new record date is fixed, in either of which cases
notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting in accordance with the
foregoing provisions of this Section 2.04.
SECTION 2.05 WAIVER OF NOTICE. Whenever notice is required
by law, the Articles of Incorporation or these By-laws to be given to
any shareholder, a waiver thereof in writing signed by the shareholder
entitled to such notice, whether before, at or after the time stated
therein, shall be equivalent to the giving of such notice. By
attending a meeting, a shareholder (a) waives objection to lack of
notice or defective
notice of such meeting unless the shareholder, at the beginning of the
meeting, objects to the holding of the meeting or the transacting of
business at the meeting, and (b) waives objection to consideration at
such meeting of a particular matter not within the purpose or purposes
described in the notice of such meeting unless the shareholder objects
to considering the matter when it is presented.
SECTION 2.06 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of the shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for any stated period not exceeding
fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote
at a meeting of the shareholders, such books shall be closed for at
least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50)
days, and, in case of a meeting of the shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a
meeting of the shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of the
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer
books and the stated period of the closing has expired.
SECTION 2.07 VOTING RECORD. The officer or agent having
charge of the stock transfer books for shares of the Corporation shall
make, at least ten (10) days before each meeting of the shareholders,
a complete record of the shareholders entitled to vote at such meeting
or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. For a period of ten
(10) days before such meeting, this record shall be kept on file at
the principal office of the Corporation and shall be subject to
inspection by any shareholder for any purpose germane to the
meeting at any time during usual business hours. Such record shall
also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder for any
purpose germane to the meeting during the whole time of the meeting.
The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such record or transfer
books or to vote at any meeting of the shareholders. Failure to
comply with the requirements of this section shall not affect the
validity of any action taken at the meeting.
SECTION 2.08 PROXIES. At any meeting of the shareholders,
a shareholder may vote by proxy executed in writing by the shareholder
or his duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy. Every
proxy shall be revocable at the please of the shareholder executing
it, unless otherwise specifically provided in the proxy.
SECTION 2.09 QUORUM AND MANNER OF ACTING. At all meetings
of shareholders, a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum. If a quorum is present, the affirmative vote of
a majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater proportion or number or voting by classes
is otherwise required by law, the Articles of Incorporation or these
By-laws. A quorum, once attained at a meeting, shall be deemed to
continue until adjournment notwithstanding the voluntary withdrawal of
enough shares to leave less than a quorum. If any action taken (other
than adjournment) is approved by a majority vote of the shares present
at the time of the vote, such action shall be approved and valid,
unless the vote of a greater proportion or number or voting by classes
is otherwise required by law, the Articles of Incorporation or these
By-laws. In the absence of a quorum at any meeting of the
shareholders, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty (60) days
at any one adjournment. At any such adjourned meeting, at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the original meeting.
SECTION 2.10 EXTRAORDINARY MATTERS. Notwithstanding the
provisions of Section 2.09, the following actions shall require the
affirmative vote or concurrence of two-thirds of all of the
outstanding shares of the Corporation (or of each class if class
voting is required by the law or the Articles of Incorporation)
entitled to vote thereon: (i) adopting an amendment or
amendments to the Articles of Incorporation, (ii) lending money to,
guaranteeing the obligations of or otherwise assisting any of the
Directors of the Corporation or of any other Corporation the majority
of whose voting capital stock is owned by the Corporation, (iii)
authorizing the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Corporation, with
or without its goodwill, not in the usual and regular course of
business, (iv) approving a plan of merger, consolidation or exchange
that is required to be approved by the shareholders, (v) adopting a
resolution submitted by the Board of Directors to dissolve the
Corporation, and (vi) adopting a resolution submitted by the Board of
Directors to revoke voluntary dissolution proceedings.
SECTION 2.11 VOTING OF SHARES. Each outstanding share of
record entitled to vote, regardless of class, is entitled to one vote,
and each outstanding fractional share of record is entitled to a
corresponding fractional vote, on each matter submitted to a vote of
the shareholders either at a meeting thereof or pursuant to Section
2.13, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of
Incorporation as permitted by law or by resolution of the Board of
Directors pursuant to authority granted by the Articles of
Incorporation. In the election of Directors each record holder of
stock entitled to vote at such election shall have the right to vote
the number of shares owned by him for as many persons as there are
Directors to be elected, and for whose election he has the right to
vote. Cumulative voting shall not be allowed.
SECTION 2.12 VOTING OF SHARES BY CERTAIN HOLDERS.
(a) SHARES HELD OR CONTROLLED BY THE CORPORATION.
Neither treasury shares nor shares held by another corporation if a
majority of the shares entitled to vote for the election of Directors
of such other corporation is held by this Corporation, shall be voted
at any meeting or counted in determining the total number of
outstanding shares at any given time.
(b) SHARES HELD BY ANOTHER CORPORATION. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the By-laws of such corporation may
prescribe or, in the absence of such provision, as the board of
directors of such corporation may determine.
(c) SHARES HELD BY MORE THAN ONE PERSON. Shares
standing of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same
shares, voting with respect to the shares shall have the following
effects: (i) if only one person votes, his act binds all; (ii) if two
or more persons vote, the act of the majority so
voting binds all; (iii) if two or more persons vote, but the vote is
evenly split on any particular matter, each faction may vote the
shares in question proportionally, or any person voting the shares of
a beneficiary, if any, may apply to any court of competent
jurisdiction in the State of New Mexico to appoint an additional
person to act with the persons so voting the shares, in which case the
shares shall be voted as determined by a majority of such persons; and
(iv) if a tenancy is held in unequal interests, a majority or even
split for the purposes of subparagraph (iii) shall be a majority or
even split in interest. The foregoing effects of voting shall not be
applicable if the Secretary of the Corporation is given written notice
of alternative voting provisions and is furnished with a copy of the
instrument or order wherein the alternative voting provisions are
stated.
(d) SHARES HELD IN TRUST OR BY A PERSONAL
REPRESENTATIVE. Shares held by an administrator, executor, guardian,
conservator or other personal representative may be voted by him,
either in person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his
name.
(e) SHARES HELD BY A RECEIVER OR BANKRUPTCY TRUSTEE.
Shares standing in the name of a receiver or a bankruptcy trustee may
be voted by such receiver or trustee, and shares held by or under the
control of a receiver or bankruptcy trustee may be voted by such
receiver or trustee without the transfer thereof into his name if
authority so to do is contained in an appropriate order of the court
by which such receiver or trustee was appointed.
(f) PLEDGED SHARES. A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(g) SHARES HELD BY LIFE TENANT. Shares standing in
the name of a person as a life tenant may be voted by him, either in
person or by proxy.
(h) REDEEMABLE SHARES CALLED FOR REDEMPTION.
Redeemable shares that have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding
shares on and after the date on which written notice of redemption has
been mailed to shareholders and a sum sufficient to redeem such shares
has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders
of the shares upon surrender of certificates therefor.
SECTION 2.13 ACTION WITHOUT A MEETING. Any action required
or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof. Such consent (which may
be signed in counterparts) shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in any
document. Unless the consent specifies a different effective date,
action taken without a meeting pursuant to a consent in writing as
provided herein shall be effective when all shareholders entitled to
vote have signed the consent. The record date for determining
shareholders entitled to take action without a meeting is the date the
first shareholder signs the consent. All consents signed pursuant to
this Section 2.13 shall be delivered to the Secretary of the
Corporation for inclusion in the minutes or for filing with the
corporate records.
SECTION 2.14 VOTING. Upon the demand of any shareholder or
shareholders entitled to vote who own ten percent (10%) or more of the
shares entitled to vote, the vote for the election of Directors and
the vote upon any question before the meeting shall be by ballot.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 GENERAL POWERS. The business and affairs of
the Corporation shall be managed by its Board of Directors, except as
otherwise provided by law, the Articles of Incorporation or these By-
laws.
SECTION 3.02 NUMBER, TENURE AND QUALIFICATIONS. The number
of Directors of the Corporation shall not be fewer than the minimum
required by law. The exact number of Directors may be fixed,
increased or decreased by the shareholders or by a Board of Directors'
resolution. Directors shall be elected at each annual meeting of the
shareholders or at any meeting of the shareholders held in lieu of
such annual meeting, which meeting, for the purposes of these By-laws,
shall be deemed the annual meeting. The election shall be decided by
majority vote. Each Director shall hold office until the next annual
meeting of the shareholders and thereafter until his successor shall
have been elected and qualified, or until his earlier death,
resignation or removal. Directors must be at least eighteen years old
but need not be residents of New Mexico or shareholders of the
Corporation.
SECTION 3.03 RESIGNATION. Any Director may resign at any
time by giving written notice to the President or to the
Board of Directors. A Director's resignation shall take effect at the
time specified in the notice and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3.04 REMOVAL. At a meeting called expressly for
that purpose, the entire Board of Directors or any lesser number may
be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of Directors;
except that if the holders of shares of any class of stock are
entitled to elect one or more Directors by the provisions of the
Articles of Incorporation, the provisions of this section shall apply,
with respect to the removal of a Director or Directors so elected by
such class, to the vote of the holders of the outstanding shares of
that class and not to the vote of the outstanding shares as a whole.
SECTION 3.05 VACANCIES. Any vacancy occurring in the Board
of Directors, other than vacancies due to an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum, or by the affirmative
vote of two Directors if there are only two Directors remaining, or by
a sole remaining Director, or by the shareholders if there are no
Directors remaining. A Director elected to fill a vacancy 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 the affirmative vote of a majority of the
Directors then in office or by the shareholders, and a Director so
chosen shall hold office for the term specified in Section 3.02 above.
SECTION 3.06 FIRST MEETING OF NEWLY ELECTED DIRECTORS. The
first meeting of the newly elected Board of Directors, for the purpose
of organization, electing officers and for the transaction of such
other business as may come before the meeting, shall be held
immediately after the annual meeting of shareholders, provided a
majority of the members elected be present and that any action taken
at such meeting shall be by a majority vote of the whole Board. If a
majority of the members elected shall not be present at that time, or
if the Directors shall fail to elect officers because of a failure to
obtain a majority vote of the whole Board, the said first meeting of
the Board shall then be held within thirty (30) days after the annual
meeting of shareholders upon three (3) days' notice by mail or one (1)
day by telephone or telegraph.
SECTION 3.07 REGULAR MEETINGS. Regular meetings of the
Board of Directors may be held at any place or places within or
without the State of New Mexico, on such days and at such hours as the
Board of Directors may, by resolution, appoint.
SECTION 3.08 NOTICE OF REGULAR MEETINGS OF DIRECTORS. No
notice shall be required to be given of any regular meeting of the
Board of Directors.
SECTION 3.09 SPECIAL MEETINGS. Special meetings of the
Board of Directors may be called by or at the request of the Chairman
of the Board, the President or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors
may fix any place as the place, either within or without the State of
New Mexico, for holding any special meeting of the Board called by
them.
SECTION 3.10 NOTICE OF SPECIAL MEETINGS OF DIRECTORS.
Notice of each special meeting of the Board of Directors, stating the
place, day and hour thereof, shall be given by the Chairman of the
Board, the President, the Secretary, or by any two (2) members of the
Board to each Director not less than three (3) days by mail or one (1)
day by telephone, telegraph, or in person. The method of notice need
not be the same to each Director. Notice shall be deemed to be given,
if mailed, when deposited in the United States mail, with first class
postage thereon prepaid, addressed to the Director at his business or
residence address; if personally delivered, when delivered to the
Director; if telegraphed, when the telegram is delivered to the
telegraph company; if telephoned, when communicated to the Director.
Neither the business to be transacted at nor the purpose of any
meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting unless otherwise required by statute.
SECTION 3.11 WAIVER OF NOTICE. Whenever notice is required
by law, the Articles of Incorporation or these By-laws to be given to
the Directors, a waiver thereof in writing signed by the Director
entitled to such notice, whether before, at or after the time stated
therein, shall be equivalent to the giving of such notice. By
attending or participating in a meeting, a Director waives any
required notice of such meeting unless, at the beginning of the
meeting, he objects to the holding of the meeting or the transacting
of business at the meeting.
SECTION 3.12 PRESUMPTION OF ASSENT. A Director of the
Corporation who is present at a meeting of the Board of Directors or a
committee of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken
unless he objects at the beginning of the meeting to the holding of
the meeting or the transacting of business at the meeting,
contemporaneously requests that his dissent to the action taken be
entered in the minutes of such meeting or gives written notice of his
dissent to the presiding officer of such meeting before its
adjournment or to the Secretary of the Corporation immediately after
adjournment of such meeting. The right of dissent as to a specific
action taken
at a meeting of the Board or committee thereof is not available to a
Director who votes in favor of such action.
SECTION 3.13 QUORUM AND MANNER OF ACTING. Except as
otherwise may be required by law, the Articles of Incorporation or
these By-laws, a majority of the number of Directors fixed by Section
3.02, present in person, shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors. A quorum, once
attained by a meeting, shall be deemed to continue until adjournment
notwithstanding a voluntary withdrawal of enough Directors to leave
less than a quorum and the vote of a majority of the Directors present
at the time of a vote at a meeting at which a quorum is present or was
obtained shall be the act of the Board of Directors, unless a greater
than majority vote is required by law, the Articles of Incorporation
or these By-laws. If less than such majority is present at the
commencement of a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice other
than an announcement at the meeting, until a quorum shall be present.
No Director may vote or act by proxy or power of attorney at any
meeting of Directors.
SECTION 3.14 EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the full board, may
designate from among its members an executive committee and one (1) or
more other committees, each of which, to the extent provided in the
resolution establishing such committee, shall have and may exercise
all of the authority of the Board of Directors in the management of
the business and affairs of the Corporation, except that no such
committee shall have the power or authority to (a) declare dividends
or distributions; (b) approve, recommend or submit to the shareholders
actions or proposals required by law to be approved by the
shareholders; (c) fill vacancies on the Board of Directors or any
committee thereof, including any committee authorized by this Section
3.14; (d) amend the By-laws; (e) approve a plan of merger not
requiring shareholder approval; (f) reduce earned or capital surplus;
(g) authorize or approve the reacquisition of shares of the Cor-
poration, unless pursuant to a general formula or method specified by
the Board of Directors; or (h) authorize or approve the issuance or
sale of, or any contract to issue or sell, shares of the Corporation's
stock or designate the terms of a series of a class of shares. The
delegation of authority to any committee shall not operate to relieve
the Board of Directors or any member of the Board from any
responsibility imposed by law. Rules governing procedures for
meetings of any committee of the Board shall be as established by the
committee, or in the absence thereof by the Board of Directors. Each
committee shall keep regular minutes of its meetings, which shall be
reported to the
Board of Directors when required and submitted to the Secretary of the
Corporation for inclusion in the corporate records.
SECTION 3.15 COMPENSATION. No Director, as such, shall
receive any salary for their services, but by resolution of the Board
of Directors, notwithstanding any personal interest of a Director in
such action, a Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors and each meeting
of any committee of the Board of which he is a member and may be paid
a fixed sum for attendance at each such meeting or a stated salary, or
both a fixed sum and a stated salary. No such payment shall preclude
any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 3.16 MEETINGS OR PARTICIPATION THEREIN BY MEANS OF
COMMUNICATION EQUIPMENT. Unless otherwise provided by the Articles of
Incorporation, one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board or
committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear
and be heard by each other at the same time. Such participation shall
constitute presence in person at the meeting.
SECTION 3.17 ACTION WITHOUT A MEETING. Any action required
or permitted to be taken at a meeting of the Directors or any
committee thereof may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of
the Directors or committee members. Such consent (which may be signed
in counterparts) shall have the same force and effect as a unanimous
vote of the Directors or committee members and may be stated as such
in any document. Unless the consent specifies a different effective
date, action taken without a meeting pursuant to a consent in writing
as provided herein is effective when all Directors or committee
members have signed the consent. All consents signed pursuant to this
Section 3.17 shall be delivered to the Secretary of the Corporation
for inclusion in the minutes or for filing with the corporate records.
SECTION 3.18 CHAIRMAN AND VICE-CHAIRMAN. The Board of
Directors may by resolution elect from the members of the Board of
Directors a Chairman to preside at meetings of the Board of Directors
and of shareholders; to coordinate the activities and responsibilities
of the Board; and to take such other action as is necessary on behalf
of the Board including recommendations of executive committees and
nominations of members to serve on such committees. The Board of
Directors may also elect a Vice-Chairman to serve in the absence of
the Chairman and to assist him in the performance of his duties. The
Chairman and Vice-
Chairman may receive compensation for their services if authorized by
the Board of Directors.
ARTICLE IV
OFFICERS AND AGENTS
SECTION 4.01 NUMBER AND QUALIFICATIONS. The officers of
the Corporation shall consist of a President, a Vice-President, a
Secretary, a Treasurer and such other officers, assistant officers and
agents, including a Chairman of the Board, an Executive Vice-
President, additional Vice-Presidents, a controller, assistant
secretaries and assistant treasurers, as may from time to time be
elected or appointed by the Board. Any number of offices may be held
by the same person, except that no person may simultaneously hold the
offices of President and Secretary. All officers must be at least
eighteen years old.
SECTION 4.02 ELECTION AND TERM OF OFFICE. The officers of
the Corporation shall be elected by the Board of Directors annually at
the first meeting of the Board held after each annual meeting of the
shareholders. The Chairman of the Board and the President shall be
elected from among the Directors. If the election of officers shall
not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected and shall have
qualified, or until his earlier death, resignation or removal.
SECTION 4.03 SALARIES. The salaries of the officers shall
be as fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving a salary by reason of the fact that
he is also a Director of the Corporation. No officer shall be
entitled to compensation for his services as an officer unless and
until fixed by resolution of the Board of Directors.
SECTION 4.04 RESIGNATION. Any officer may resign at any
time, subject to any rights or obligations under any existing
contracts between the officer and the Corporation by giving written
notice to the Chairman of the Board, the President or the Board of
Directors. An officer's resignation shall take effect at the time
specified in such notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 4.05 REMOVAL. Any officer or agent may be removed
by the Board of Directors whenever in its judgment the best interests
of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not in
itself create contract rights.
SECTION 4.06 VACANCIES. A vacancy in any office, however
occurring, may be filled by the Board of Directors for the unexpired
portion of the term at any regular or special meeting.
SECTION 4.07 AUTHORITY AND DUTIES OF OFFICERS. The
officers of the Corporation shall have the authority and shall
exercise the powers and perform the duties specified below and as may
be additionally specified by the Chairman, the President, the Board of
Directors or these By-laws, except that in any event each officer
shall exercise such powers and perform such duties as may be required
by law:
(a) PRESIDENT. The President shall, subject to the
direction and supervision of the Board of Directors: (i) be the Chief
Executive Officer of the Corporation and have general and active
control of its day to day operations and supervision of its officers,
agents and employees; (ii) in the absence of the Chairman or of the
Board (or Vice-Chairman if one is elected) (which absence shall
include refusal or inability to act) or if no Chairman or Vice-
Chairman of the Board has been elected, preside at all meetings of the
shareholders and the Board of Directors and perform the duties of and
have all of the powers of and be subject to all of the restrictions
upon the Chairman of the Board; (iii) see that all orders and
resolutions of the Board of Directors are carried into effect; and
(iv) perform all other duties incident to the office of President and
Chief Executive Officer and as from time to time may be assigned to
him by the Board of Directors.
(b) VICE-PRESIDENTS. The Vice-President, or if there
is more than one then each Vice-President, shall assist the President
and shall perform such duties as may be assigned to him by the
President, the Chairman of the Board, or by the Board of Directors.
The Executive Vice-President, if there is one (or if there is none
then the Vice-President designated by the Board of Directors, or if
there be no such designation then the Vice- Presidents in order of
their election), shall, at the request of the President, or in his
absence or inability or refusal to act, perform the duties of the
President and when so acting shall have all the powers of and be
subject to all the restrictions upon the President.
(c) SECRETARY. The Secretary shall: (i) keep the
minutes of the proceedings of the shareholders, the Board of Directors
and any committees of the Board; (ii) see that all notices are duly
given in accordance with the provisions of these By-laws or as
required by law; (iii) be custodian of the corporate records and of
the seal of the Corporation; (iv) keep at the Corporation's registered
office or principal place of business a record containing the names
and addresses of all shareholders and the number and class of shares
held by each, unless
such a record shall be kept at the office of the Corporation's
transfer agent or registrar; (v) have general charge of the stock
books of the Corporation, unless the Corporation has a transfer agent;
and (vi) 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, the Chairman, or by the Board of Directors.
Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the Secretary.
(d) TREASURER. The Treasurer shall: (i) be the
principal financial officer of the Corporation and have the care and
custody of all its funds, securities, evidences of indebtedness and
other personal property and deposit the same in accordance with the
instructions of the Board of Directors; (ii) receive and give receipts
and acquittances for monies paid in on account of the Corporation, and
pay out of the funds on hand all bills, payrolls and other just debts
of the Corporation of whatever nature upon maturity; (iii) unless
there is a controller, be the principal accounting officer of the
Corporation and as such prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns,
prescribe and maintain an adequate system of internal audit and
prepare and furnish to the President, the Chairman of the Board and
the Board of Directors statements of account showing the financial
position of the Corporation and the results of its operations; (iv)
upon request of the Board, make such reports to it as may be required
at any time; and (v) perform all other duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to him by the Chairman of the Board, the Board of Directors
or the President. Assistant treasurers, if any, shall have the same
powers and duties, subject to supervision by the Treasurer.
SECTION 4.08 OTHER OFFICERS. The Board may appoint such
committees and officers as it shall determine, 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 4.09 DELEGATION OF DUTIES. In case of the absence
or inability of any officer to act in his place, the Board of
Directors may from time to time delegate the powers or duties of such
officer to any Director or other person whom the Board may select.
SECTION 4.10 SURETY BONDS. The Board of Directors may
require any officer or agent of the Corporation to execute to the
Corporation a bond in such sums and with such sureties as shall be
satisfactory to the Board, conditioned upon the faithful performance
of his duties and for the restoration to the Corpora
tion of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
ARTICLE V
STOCK
SECTION 5.01 ISSUANCE OF SHARES. The issuance or sale by
the Corporation of any shares of its authorized capital stock of any
class, including treasury shares, shall be made only upon
authorization by the Board of Directors, except as otherwise may be
provided by law. No shares shall be issued until full consideration
has been received therefor and such shares shall thereafter be fully
paid and nonassessable. Every issuance of shares shall be recorded in
stock books maintained for such purpose by or on behalf of the
Corporation.
SECTION 5.02 CERTIFICATES FOR SHARES. The shares of stock
of the Corporation shall be represented by consecutively numbered
certificates signed in the name of the Corporation by the Chairman or
Vice-Chairman of the Board of Directors or by the President or a Vice-
President and by the Treasurer or an assistant Treasurer or by the
Secretary or an assistant Secretary, and shall be sealed with the seal
of the Corporation or with a facsimile thereof. The signatures of the
Corporation's officers on any certificate may also be facsimiles if
the certificate is countersigned by a transfer agent or registered by
a registrar, both of which may be the Corporation itself or an
employee of the Corporation. In case any officer who has signed or
whose facsimile signature has been placed upon such 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 its issue. Certificates of stock shall be
in such form consistent with law as shall be prescribed by the Board
of Directors.
SECTION 5.03 FRACTIONAL SHARES. Whenever any fractional
interests would, but for this Section 5.03, be created with respect to
any shares of the Corporation's stock, the Corporation, at the
discretion of the Directors, lay, but shall not be obligated or
required to, issue fractions of a share. If the Corporation chooses
not to issue fractions it shall either (a) arrange for the disposition
of the fractional interests by those entitled thereto, or (b) pay in
cash the fair value, as determined by the Directors, of the fractional
interests as of the time those entitled to such fractions are
determined, or (c) issue scrip in registered or bearer form upon the
terms and conditions consistent with law as determined by the
Directors and entitling the holder thereof to receive a full share
upon the
surrender of scrip aggregating a full share. The Corporation shall
not be obligated to make any transfer of shares, even if presentation
for such transfer is otherwise proper as provided in Section 5.06, if
such transfer would create a fractional interest in a share of stock.
SECTION 5.04 CONSIDERATION FOR SHARES. Shares shall be
issued for such consideration expressed in dollars (but not less than
the par value thereof) as shall be fixed from time to time by the
Board of Directors. Such consideration may consist, in whole or in
part, of money, other property, tangible or intangible, or labor or
services actually performed for the Corporation, but neither the
promissory note of a subscriber or direct purchaser of shares from the
Corporation, nor the unsecured or nonnegotiable promissory note of any
other person, nor future services shall constitute payment or part
payment for shares. Treasury shares shall be disposed of for such
consideration expressed in dollars as may be fixed from time to time
by the Board.
SECTION 5.05 LOST OR DESTROYED CERTIFICATES. In case of
the alleged loss, destruction, or mutilation of a certificate of
stock, the Board of Directors may direct the issuance of a new
certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may
in its discretion require a bond in such form and amount and with such
surety as it may determine before issuing a new certificate.
SECTION 5.06 TRANSFER OF SHARES. Except as provided in
Section 5.03 regarding fractional shares and subject to any transfer
restrictions set forth or referred to on the certificate of stock or
of which the Corporation otherwise has notice, shares of the
Corporation shall be transferable on the books of the Corporation by
the holder of record thereof, personally or by his duly authorized
legal representative or other appropriate person as permitted by law,
upon presentation to the Corporation or to the Corporation's transfer
agent of a certificate of stock signed by, or accompanied by a
separate assignment from, the holder of record thereof or his duly
authorized legal representative or other appropriate person as
permitted by law. The Corporation may require that any transfer of
shares be accompanied by proper evidence reasonably satisfactory to
the Corporation that such endorsement is genuine and effective. Upon
presentation of shares for transfer as provided above, payment of all
taxes, if any, therefor and the satisfaction of any other requirements
of law, including inquiry into and discharge of any adverse claims of
which the Corporation has notice, the Corporation shall issue a new
certificate to the person entitled thereto and cancel the old
certificate. Every transfer of stock shall be entered on the stock
books of the Corporation.
SECTION 5.07 RETURNED CERTIFICATES. All certificates for
shares changed or returned to the Corporation for transfer shall be
marked by the Secretary or the Corporation's transfer agent or
registrar "Cancelled" with the date of the cancellation and the
transaction shall be immediately recorded in the certificate book
opposite the memorandum of their issue. The returned certificate may
be inserted in the certificate book.
SECTION 5.08 HOLDERS OF RECORD. The Corporation shall be
entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on
the part of any other person whether or not it shall have express or
other notice thereof, except as may be otherwise expressly required by
law.
SECTION 5.09 SHARES HELD FOR THE ACCOUNT OF A SPECIFIED
PERSON OR PERSONS. The Board of Directors, in the manner provided by
law, may adopt a procedure whereby a shareholder of the Corporation
may certify in writing to the Corporation that all or a portion of the
shares registered in the name of such shareholder are held for the
account of a specified person or persons.
SECTION 5.10 TRANSFER AGENTS, REGISTRARS AND PAYING AGENTS.
The Board of Directors may at its discretion appoint one or more
transfer agents, registrars or agents for making payment upon any
class of stock, bond, debenture or other security of the Corporation.
Such agents and registrars may be located either within or without the
State of New Mexico. They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01 VOTING OF SECURITIES BY THE CORPORATION.
Unless otherwise provided by resolution of the Board of Directors, on
behalf of the Corporation the President or any Vice-President shall
attend in person or by substitute appointed by him, or shall execute
written instruments appointing a proxy or proxies to represent the
Corporation at, all meetings of the shareholders of any other
Corporation, association or other entity in which the Corporation
holds any stock or other securities, and may execute written waivers
of notice with respect to any such meetings. At all such meetings and
otherwise, the President or any Vice-President, in person or by
substitute or proxy as aforesaid, may vote the stock or other
securities so held by the Corporation and may execute written consents
and any other instruments with respect to such stock or securities and
may exercise any and all rights and powers incident to the
ownership of said stock or securities, subject, however, to the
instructions, if any, of the Board of Directors.
SECTION 6.02 SEAL. The corporate seal of the Corporation
shall be in such form as adopted by the Board of Directors, and any
officer of the Corporation may, when and as required, affix or impress
the seal, or a facsimile thereof, to or on any instrument or document
of the Corporation.
SECTION 6.03 FISCAL YEAR. The fiscal year of the
Corporation shall be as established by the Board of Directors.
SECTION 6.04 DIVIDENDS. The Board of Directors may declare
dividends payable out of lawfully available funds, whenever in the
exercise of its discretion it may deem such declaration advisable,
subject to the provisions of any applicable law. Such dividends may
be paid in cash, property or shares of the Corporation.
SECTION 6.05 CONTRACTS. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.
SECTION 6.06 LOANS. 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.
SECTION 6.07 CHECKS, DRAFTS, ETC. All checks, drafts or
other orders for the payment of money, notes or other evidence of
indebtedness issued in the name of the Corporation, shall be signed by
such officer or officers, agent or agents, of the Corporation and in
such manner as is provided in these By-laws or as may be provided from
time to time by the Board of Directors.
SECTION 6.08 DEPOSITS. All funds of the Corporation, not
otherwise employed, shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
SECTION 6.09 NOTICES. Whenever the provisions of
applicable laws, the Articles of Incorporation or these By-laws
require notice to be given to any Director or officer, such provision
shall not be construed to mean personal notice; unless specifically
required by statute, such notice may be given in writing by depositing
the same in a post office or letter box, in a first class mail prepaid
sealed wrapper, addressed to such Director or officer at his or her
address as the same appears upon the books of the Corporation, and the
time when the same shall be received shall be deemed to be the time of
the giving of such notice. Such notice may also be given by prepaid
telegram or by telephone.
SECTION 6.10 INSPECTORS OF ELECTIONS. At any shareholders
meeting or any adjournment thereof, inspectors of election may be
appointed to act at such meeting by the Chairman of the Board, or the
proctor if one is appointed.
The inspectors shall determine the number of shares
outstanding, the voting power of each of such shares, the number of
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies for such shares they
shall receive for votes, ballots, or consents, and shall hear and
determine all challenges and questions in any way arising in
connection with the right to vote at such meeting; and they shall
count and tabulate all votes or consents, determine the results, and
perform such further services as may be proper to insure fairness to
all shareholders. The decision, act or certificate of a majority of
the inspectors is effective in all respects as the decision, act or
certificate of all.
On request of the Chairman of the Board or any of the share-
holders or their proxy, the inspectors shall make a report in writing
of any challenge on matters determined by them and shall execute a
certificate of any fact found by them. Any report or certificate made
by any such inspector is prima facie evidence of the facts stated
therein.
SECTION 6.11 AMENDMENTS. The Directors may amend or repeal
these By-laws except to the extent that the Articles of Incorporation
reserve such powers exclusively to the shareholders in whole or in
part or the shareholders, in amending or repealing a particular By-law
provision, provide expressly that the Directors may not amend or
repeal such By-law. The shareholders may amend or repeal the By-laws
even though the By-laws may also be amended or repealed by the
Directors.
The undersigned, President and Secretary of the Corporation,
certify that these By-laws were duly adopted by unanimous vote of the
Board of Directors at its meeting held on November 5, 1990.
/s/Brent Therrien
---------------------
BRENT THERRIEN
President
ATTEST:
/s/Janice Therrien
---------------------
JANICE THERRIEN
Secretary
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