Exhibit 3.2(c)(i)
BYLAWS
OF
AMERICAN CHECK EXCHANGE, INC.
ARTICLE I
Offices
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Section 1. Principal Offices. The principal office of
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the corporation in the State of Arizona shall be located in the City
of Phoenix, the County of Maricopa.
Section 2. Other Offices. The corporation may maintain
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other offices, either within or without the State of Arizona, as
determined by the board of directors, whereat all business of the
corporation may be transacted.
Section 3. Known Place of Business. The known place of
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business of the corporation, as required by A.R.S. Section 10-012 to be
maintained in the State of Arizona, may be, but need not be, identical
with the office of its statutory agent in the State of Arizona. The
address of the known place of business may be changed from time to
time by the board of directors in accordance with A.R.S. Section 10-013.
ARTICLE II
Shareholders
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Section 1. Annual Meetings. The annual meetings of the
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shareholders of the corporation shall be held at Phoenix,
Arizona on the first Monday in the month of November in each year,
commencing with the year 1983, or at such other time on such other day
within such month as shall be fixed by the board of directors, for the
purpose of electing a board of directors for the ensuing year and for
the transacting of such other business properly coming before said
meeting. 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 special meeting of the shareholders as soon
thereafter as conveniently possible.
Section 2. Special Meetings. Special Meetings of the
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stockholders, for any purpose or purposes, unless otherwise prescribed
by statute, may be called by the president or by a majority of the
board of directors, and shall be called by the president at the
request in writing of the holders of not fewer than one-tenth of all
the shares entitled to vote at the meeting. Such request shall state
the purpose or purposes of the proposed meeting.
Section 3. Place of Meetings. The board of directors
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may designate any place, either within or without the State of
Arizona, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any
place, either within or without the State of Arizona, as the place for
the holding of such a meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
known place of business of the corporation in the State of Arizona.
Section 4. Notice of Meetings. Written notice stating
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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, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by an officer of the
corporation at the direction of the person or persons calling the
meeting. If mailed, such notice shall be deemed to be delivered when
mailed to the shareholder at his address as it appears on the stock
transfer books of the corporation.
When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. If
the adjournment is for more than thirty (30) days or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting
shall be given to each shareholder entitled to vote at the meeting.
Section 5. Fixing Date for Determination of Shareholders
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of Record. In order that the corporation may determine the
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shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of shares or for the purpose of any
other lawful action, the board of directors of the corporation may
fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days nor less than ten (10) days prior to any
other action.
A determination of the shareholders of record entitled
to notice of or to vote at a meeting of shareholders shall apply to
any adjournment or adjournments of the meeting held within thirty (30)
days of the meeting; provided, however, that in its discretion the
board of directors may fix a new record date for any adjourned
meeting.
Section 6. Voting Record. The officer or agent having
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charge of the stock transfer books for shares of the
corporation shall make a complete record of the shareholders entitled
to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of
shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for
the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares
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of the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. All
shares represented and entitled to vote on any single subject matter
which may be brought before the meeting shall be counted for the
purposes of a quorum. Only those shares entitled to vote on a
particular subject matter shall be counted for the purposes of voting
on that subject matter. Business may be conducted once a quorum is
present and may continue until adjournment of the meeting
notwithstanding the withdrawal or temporary absence of sufficient
shares to reduce the number present to less than a quorum. Unless
required by law, the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on a subject matter
shall be the act of the shareholders; provided, however, that if the
shares then represented are less than required to constitute a quorum,
the affirmative vote must be such as would constitute a majority if a
quorum were present and, provided further, that the affirmative vote
of the majority of the shares then present is sufficient in all cases
to adjourn the meeting.
Section 8. Proxies. At all meetings of shareholders, a
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shareholder may vote 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 (11) months from the date of its
execution, unless otherwise provided in the proxy. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an
interest in the share itself or an interest in the corporation
generally. A proxy is not revoked by the death or incapacity of the
maker unless, before the vote is counted or a quorum is determined,
written notice of the death or incapacity is given to the corporation.
Section 9. Voting of Shares by Certain Holders. Shares
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of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the
elections of directors of such other corporation is held by the
corporation, shall neither be entitled to vote nor counted for quorum
purposes, provided; however, that nothing herein shall
be construed as limiting the right of the corporation to vote its own
stock held by it in a fiduciary capacity.
Shares standing in the name of another corporation may
be voted by such officer, agent or proxy as the bylaws of such other
corporation may prescribe, or, in the absence of such provision, as
the board directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or
conservator 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, other than a trustee in bankruptcy, may be voted by him
either in person or by proxy, but no such trustee shall be entitled to
vote shares held by him without a transfer of such shares into his
name.
Shares standing in the name of a receiver, trustee in
bankruptcy, or assignee for the benefit of creditors may be voted by
such representative, either in person or by proxy. Shares held by or
under the control of such a receiver or trustee may be voted by such
receiver or trustee, either in person or by proxy, without the
transfer thereof into his name if authority so to do be contained in
an appropriate order of the court by which such receiver or trustee
was appointed.
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.
If shares stand in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety or tenants by community property or
otherwise, or if two or more persons have the same fiduciary
relationship with respect to the same shares, unless the corporation
is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to
voting shall have the effect of (a) if only one votes, his act binds;
(b) if more than one votes, the act of the majority so voting binds
all, and (c) if more than one votes, but the vote is evenly split on
any one particular matter, each fraction may vote the shares in
question proportionally.
Shares standing in the name of a married woman but not
also standing in the name of her husband with such a designation of
the mutual relationship on the certificate, may be voted and all
rights incident thereto may be exercised in the same manner as if she
were unmarried.
Section 10. Voting Rights. Each outstanding share or
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fraction thereof shall be entitled to one vote or corresponding
fraction thereof on each matter submitted to a vote
at a meeting of shareholders, except as may be otherwise provided by
law.
At each election for directors every shareholder
entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected and for whose election he
has a right to vote, or to cumulate his votes by giving one candidate
as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates.
Section 11. Action by Shareholders Without a Meeting.
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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, is signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof. Such consent shall have the same effect as the unanimous
vote of the shareholders.
ARTICLE III
Directors
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Section 1. Powers of Directors. The business and
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affairs of the corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The
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number of directors of the corporation shall be from one (1) to seven
(7). Each director shall hold office until the next succeeding annual
meeting and until his successor shall have been duly elected and
qualified, or until his earlier resignation or removal. Any director
may resign at any time upon written notice to the corporation. The
directors need not be residents of the State of Arizona or
shareholders of the corporation.
Section 3. Vacancies. Any vacancy occurring in the
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board of directors may be filled by the affirmative vote of the
majority of the remaining directors though not less than a quorum, or
by a sole remaining director, and any so chosen shall hold office
until the next election of directors when his successor is elected and
qualified. Any newly created directorship shall be deemed a vacancy.
When one or more directors shall resign from the board, effective at a
future time, a majority of the directors then in office, including
those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall
hold office as herein provided in the filling of other vacancies.
Section 4. Removal. At a meeting of shareholders called
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expressly for that purpose and by a vote of the holders of
a majority of the shares then entitled to vote at an election of the
directors, any director or the entire board of directors may be
removed, with or without cause. If less than the entire board is to
be removed, no one of the directors may be removed if the votes cast
against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors.
Section 5. Quorum. A majority of the number of
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directors then serving shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but if less than
such majority is present at a meeting, the majority of the directors
present may adjourn the meeting from time to time without further
notice.
Section 6. Manner of Acting. The act of the majority of
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the directors present at a meeting at which a quorum is present shall
be the act of the board of directors.
Section 7. Regular and Special Meetings. Meetings of
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the board of directors, regular or special, may be hold either within
or without the state, and may be held by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, their participation
in such a meeting to constitute presence in person.
Regular meetings of the board of directors may be held with
or without notice as otherwise prescribed for special meetings
hereinafter. said regular meetings shall be held immediately after,
and at the same place as, the annual meeting of shareholders.
Special meetings of the board of directors may by called by
or at the request of the president or a majority of the board of
directors.
Section 8. Notice. Notice of any special meeting shall
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be given at least two (2) days previous thereto by written notice
delivered personally, by telegram, or mailed to each director at his
business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the
telegraph company.
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 9. Action Without a Meeting. Any action
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required or permitted to be taken by the board of directors at a
meeting, may be taken without a meeting if all directors consent
thereto in writing. Such consent shall have the same effect as a
unanimous vote.
Section 10. Compensation. By resolution of the board of
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directors, each director may be paid his expenses, if any, of
attendance at each meeting of the board of directors, and may be paid
a stated salary as director or a fixed sum for attendance at each
meeting of the board of directors or both. No such payment shall
preclude any director from serving the corporation in any other
capacity such as an office of specifically designated agent and
receiving compensation therefor.
Section 11. Presumption of Assent. A director of the
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corporation who is present at a meeting of the board of directors at
which action on any corporate matter is taken shall be presumed to
have assented to the action unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to
such action with the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail
to the secretary of the corporation before 5:00 of the afternoon of
the next day which is not a holiday or a Saturday after the
adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.
ARTICLE IV
Officers
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Section 1. Number. The officers of the corporation
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shall be a president, one or more vice-presidents (the number thereof
to be determined by the board of directors), a secretary, and a
treasurer, each of whom shall be elected by the board of directors.
Such other officers, assistant officers and agents as may be deemed
necessary may be elected or appointed by the board of directors. Any
two or more offices may be held by the same person, except the offices
of president and secretary.
Section 2. Election and Term of Office. The officers of
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the corporation shall be elected annually by the board of directors at
the first meeting of the board of directors held after each annual
meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter
as conveniently possible. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or until be shall have been
removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed
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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 of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because
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of death, resignation, removal, disqualification, or any other reason,
may be filled by the board of directors for the unexpired portion of
the term.
Section 5. President. The president shall be the
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principal executive officer of the corporation and, subject to the
control of the board of directors, shall in general supervise and
control all of the business and affairs of the corporation. He may
sign, with the secretary or any other proper officer of the
corporation duly authorized by the board of directors, certificate of
stock, deeds, mortgages, bonds, contracts, instruments of conveyance,
checks, drafts, notes, and other instruments which the board of
directors has authorized to be executed, except in cases where the
signing and execution thereof shall be otherwise expressly delegated
by the board of directors, these Bylaws or law. The president, in
general, shall perform all duties incident to the office of president
and such other duties as may be prescribed by the board of directors
from time to time.
Section 6. Vice-Presidents. In the absence of the
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president or in the event of his death, inability or refusal to
act, the vice-president (or in the event there be more than one vice-
president, the vice-presidents in the order designated at the time of
their election, or in the absence of any designation, then in the
order of their election) shall perform the duties and exercise the
powers of the president. Any vice-president shall have such powers
and perform such duties as may be delegated to him by the board of
directors.
Section 7. Secretary. The secretary shall (a) keep the
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minutes of all meetings of the board of directors and of the
stockholders, (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law, (c) have
charge of all the corporate books, records and accounts and of the
seal of the corporation (d) see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized, (e) keep a register of
the post office address of each shareholder which shall be furnished
to the corporation by such shareholder, (f) sign with the president,
or a vice-president, certificates for shares of the corporation, (g)
have general charge of the stock transfer books of the corporation,
and (h) in general perform all of the duties incident to the office of
secretary, subject to the control of the board of directors.
Section 8. Assistant Secretary. The assistant
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secretary, in the absence or disability of the secretary, shall
perform the duties and exercise the power of the secretary.
Section 9. Treasurer. The treasurer shall (a) have
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charge and custody of all funds and securities of the corporation, (b)
receive and give receipt for monies due and payable to the corporation
from any source whatsoever, and deposit all such monies in the name of
the corporation in such banks, trust companies or other depositories
as shall be selected by the board of directors, and (c) in general,
perform all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the
president or by the board of directors.
Section 10. Assistant Treasurer. The assistant
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treasurer, in the absence or disability of the treasurer, shall
perform the duties and exercise the powers of the treasurer.
Section 11. Salaries. The compensation of all officers
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shall be fixed by resolution of the board of directors, except that
the board of directors may authorize the President and/or the Vice-
President to fix any compensation of any officer not exceeding a total
amount or amounts specified by the board of directors.
ARTICLE V
Contracts, Loans, Checks and Deposits
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Section 1. Contracts. The board of directors may
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authorize any officer, 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 2. Loans. No loans shall be contracted on
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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 3. Checks and Other Instruments. All checks,
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drafts or other orders for the payment of money, notes or other
evidences 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 shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not
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otherwise employed shall be deposited to the credit of the corporation
in such banks, trust companies or other depositories as the board of
directors may select.
ARTICLE VI
Certificates for Shares and Their Transfer
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Section 1. Certificates for Shares. Certificates
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representing the shares of the corporation shall be in such form as
shall be determined by the board of directors. Such certificates
shall be signed by the president or vice-president and by the
secretary or an assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. The
signatures of such officers 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. No certificate shall be issued for any share until such
share is fully paid.
If the corporation is authorized to issue shares of more
than one class, every certificate representing shares issued by the
corporation shall set forth or summarize upon the face or back of the
certificate, or shall state, that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the
shares of each class authorized to be issued, together with the
variations in the relative rights and preferences between the various
shares.
Each certificate representing shares shall state upon the
face thereof (a) that the corporation is organized under the
laws of the State of Arizona, (b) the name of the person to whom
issued, (c) the number, class and designation of the series, if any,
which the certificate represents, and (d) the par value of each share
represented by the certificate or a statement that the shares are
without par value.
Any restriction on the right to transfer shares and any
reservation of lien on the shares shall be noted on the face or the
back of the certificate by providing (a) a statement of the terms of
such restriction or reservation, (b) a summary of the terms of such
restriction or reservation and a statement that the corporation will
mail to the shareholder a copy of such restrictions or reservations
without charge within five (5) days after receipt of written notice
therefor, (c) if the restriction or reservation is contained in the
Articles of Incorporation or Bylaws of the corporation, or in an
instrument in writing to which the corporation is a party, a statement
to that effect and a statement that the corporation will mail to the
shareholder a copy of such restriction or reservation without charge
within five (5) days after receipt of written request therefor, or (d)
if each such restriction or reservation is contained in an instrument
in writing to which the corporation is not a party, a statement to
that effect.
Each certificate for shares shall be consecutively numbered
or otherwise identified.
Section 2. Transfer of Share. Shares of the stock of
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the corporation shall be transferred on the stock transfer books of
the corporation only by the holder thereof, or by his duly authorized
representative, upon surrender of the certificate of a like number of
shares properly endorsed.
ARTICLE VII
Dividends
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The board of directors may, from time to time, declare and
the corporation may pay dividends on the outstanding shares in the
manner and upon the terms and conditions provided by law.
ARTICLE VIII
Corporate Seal
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The board of directors may provide a corporate seal which,
in such event, shall be circular in form, shall have inscribed thereon
the name of the corporation, the year of its incorporation, and the
state of incorporation. The seal shall be in the custody of the
secretary.
ARTICLE IX
Waiver Of Notice
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Whenever any notice is required to be given to any
shareholder or director of the corporation, 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 equivalent
to the giving of such notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends such meeting for the express purpose of
objecting to the transaction of any business because the meeting is
not lawfully called or convened.
ARTICLE X
Amendment of Bylaws
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These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by a vote of the majority of the board of
directors or by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereon.
CERTIFICATE
I, Leland J. Buttle, the duly elected, qualified and acting
Secretary of American Check Exchange, Inc., an Arizona corporation, do
hereby certify that the above and foregoing are the Bylaws of this
corporation duly and regularly adopted by the directors thereof at a
meeting duly and regularly called and held at Phoenix, Arizona, on the
6th day of May, 1983.
IN WITNESS WHEREOF, I have hereunto set my hand on this 27
day of May, 1983.
/s/ Leland J. Buttle
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Secretary
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