Exhibit 3.2(f)(i)
BYLAWS
OF
NEW MEXICO CHECK MART, INC.
ARTICLE I. - OFFICES
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Section 1.1. Registered Office and Agent. The Corporation
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shall maintain a registered office and a registered agent in New
Mexico at all times. The initial registered office and registered
agent of the Corporation are set forth in the Articles of Incorpo-
ration. They may be changed, from time to time, as provided in the
New Mexico Business Corporation Act ("Act"). The address of the
registered agent shall be the same as the address of the Corporation's
registered office. The Corporation may also have other offices as the
Board of Directors may from time to time establish.
ARTICLE II. - SHAREHOLDERS
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Section 2.1. Annual Meeting. There shall be an annual
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meeting of the shareholders, held on or about June 1 of each year,
unless such date is a legal holiday, in which event it shall be held
on the next day which is not a legal holiday. If such annual meeting
is not held on such date, it shall be held as soon thereafter as may
be convenient, and any business transacted or elections held at such
delayed meeting shall be as valid as if the meeting had been held on
the date provided herein. The annual meeting shall be held at the
place, within or outside of the State of New Mexico, specified in the
notice of the meeting.
Section 2.2. Special Meetings. Special Meetings of the
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shareholders may be called, for any purpose, and at any time, by the
President, the Board of Directors, or by the then holder or holders of
not less than one-tenth (1/10) of all the shares of the Corporation
entitled to vote at the meeting. A special meeting of the
shareholders shall be held at the place, within or outside of the
State of New Mexico, specified in the notice of the meeting.
Section 2.3. Notice of Meetings. Written notice stating
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the place, day and hour of the meeting and, in case of a special meet-
ing, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) days before
the date of the meeting, either personally or by mail, 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 the meeting. The Secretary shall deliver
the notice of meetings to the shareholders. If the Secretary refuses
to deliver the notice, the notice shall be delivered by the person
calling the meeting.
Section 2.4. Closing of Transfer Books or Fixing of Record
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Date. For the purpose of determining shareholders entitled to notice
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of or to vote at any meeting of shareholders or any adjournment
thereof, or 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 a stated period not to exceed fifty (50) days. If the
stock transfer books are closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, the books shall be closed for at least ten (10) days
immediately preceding the 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, the date
to be not more than fifty (50) days, and in case of a meeting of
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 shareholders, or shareholders entitled
to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the Board of
Directors declaring the dividend is adopted, as the case may be, shall
be the record date for the 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, the
determination shall apply to any adjournment thereof.
Section 2.5. Voting List. The officer or agent having
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charge of the stock transfer books for shares of the Corporation shall
make, at least ten (10) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting or
any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a
period of ten (10) days prior to the meeting, shall be kept on file at
the registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours.
The list shall also be produced and kept open at the time and place of
meeting and shall be subject to the inspection of any shareholder
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 the lists
or transfer books or vote at any meeting of shareholders. Failure to
comply with the requirements of this section does not affect the
validity of any action taken at the meeting. An officer or agent
having charge of the stock transfer books who fails to prepare the
list of shareholders, or keep it on file for a period of ten (10)
days, or produce and keep it open for inspection at the meeting, as
provided in this section, is liable to any shareholder suffering
damage on account of the failure to the extent of the damage.
Section 2.6. Quorum. The holders of a majority of the
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shares of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at all meetings of the
shareholders. 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 a quorum is not
present at any meeting, the shareholders present may adjourn the
meeting, from time to time, without notice other than announcement at
the meeting, and may reconvene when a quorum shall be present and
proceed as if there had been no adjournment.
Section 2.7. Majority Rule. When a quorum is present at
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any meeting, the affirmative vote of the majority of the shares repre-
sented at the meeting and entitled to vote on the subject matter shall
be the act of all the shareholders, unless the vote of a greater
number is required by the Act, the Articles of Incorporation, or these
Bylaws.
Section 2.8. Meeting Not Required. Any action which is re
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quired 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 who are entitled
to vote with respect to the subject matter thereof. Such consent
shall have the same effect as a unanimous vote of the shareholders.
Such action shall be effective as of the date specified in the
consent.
Section 2.9. Voting of Shares. Each outstanding share
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shall be entitled to one (1) vote on each matter submitted to a vote
at any meeting of the shareholders. The right of any shareholder to
accumulate his votes at an election of the Board of Directors is
expressly prohibited.
Section 2.10. Proxies. At all meetings of shareholders, a
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shareholder may vote by proxy, which proxy must be written, dated and
executed by the shareholder or by his duly
authorized attorney-in-fact. Proxies shall be filed with the
Secretary or a duly appointed committee 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 specifically provided in the
proxy. Any shareholder giving a proxy has the power to revoke it by
giving notice to the Corporation in writing or in open meeting before
any vote is taken.
ARTICLE III. - DIRECTORS
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Section 3.1. Corporate Management. All corporate powers
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shall be exercised by or under authority of, and the Corporation shall
be managed under the direction of, its Board of Directors, who may do
all lawful acts and things which are not prohibited by law or by the
Articles of Incorporation or these Bylaws, and which are not directed
or required to be done by the shareholders.
Section 3.2. Number, Qualifications and Election. The
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Board of Directors shall consist of two natural persons. The
Directors need not be shareholders or New Mexico residents. Directors,
other than those on the initial Board of Directors designated in the
Articles of Incorporation and those elected to fill vacancies, shall
be elected at the annual meeting of the shareholders. Each Director
shall, unless sooner removed from office, serve until the next
succeeding annual meeting and until his successor shall have been
elected and qualified.
Section 3.3. Removal. A Director may be removed from
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office, with or without cause, at any shareholders' meeting called
expressly for that purpose, at which a quorum exists, by an
affirmative vote of the holders of a majority of the outstanding
shares present (in person or by proxy) and entitled to vote at such
meeting.
Section 3.4. Vacancies. Any vacancies occurring in the
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Board of Directors by reason of an increase in the number of Directors
or otherwise may be filled by a majority of the remaining Directors,
even though less than a quorum. A Director elected to fill a vacancy
in the existing Board of Directors shall hold office for the unexpired
portion of the term of his predecessor and until his successor is
elected and qualified. A directorship to be filled by reason of an
increase in the number of Directors may be filled by the Board of
Directors for the term of office continuing only until the next
election of Directors by the shareholders.
Section 3.5. Place of Meetings. Directors' meetings may be
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held at any place within or outside of the State of New Mexico.
Section 3.6. Regular Directors' Meetings. The Board of
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Directors, from time to time, may determine a date, time and place for
regular meetings and no further notice need be given for any regular
meeting.
Section 3.7. Special Directors' Meetings. The President
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may call a special meeting of the Board of Directors at any time.
Likewise, one or more Directors shall be entitled to have a special
meeting called, by requesting the President or the Secretary to call
such meeting. Notice of the time and place thereof shall be given to
each Director at least three (3) days before the meeting if by mail,
or at least twenty-four (24) hours if by person or by telephone or
telegraph. The notice of any such meeting shall specify the purpose
or purposes of such meeting. The Secretary shall deliver the notice
of meetings to the Directors. If the Secretary does not give the
notice, the notice shall be delivered by the person or persons calling
the meeting.
Section 3.8. Directors' Quorum. A majority of the
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Directors shall constitute a quorum for the transaction of business.
A quorum, once attained at a meeting, shall be deemed to continue
until adjournment, notwithstanding the voluntary withdrawal of enough
Directors to leave less than a quorum. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
Section 3.9. Presumption of Assent. A Director who is
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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 taken 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 person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail
to the secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 3.10. Executive Committees or Other Committees.
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The Board of Directors may, by resolution passed by the Board,
designate one or more Executive Committees or other Committees, each
committee to consist of two or more of the
Directors, which shall have such powers as may be provided in the
resolution, provided such powers are not denied them by the Act.
Executive Committees and other Committees shall report to the Board of
Directors when required.
Section 3.11. Meetings by Telephone. Members of the Board
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of Directors, or a committee of Directors, may participate in a
meeting of the Board, or committee, by means of a conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a
meeting.
Section 3.12. Consent in Writing. Any action which is re
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quired or permitted to be taken at a meeting of the Directors, or a
committee, may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the Directors,
or members of the Committee. The consent shall have the same effect
as a unanimous vote. Such action shall be effective as of the date
specified in the consent.
Section 3.13. Salary of Directors. Directors shall not
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receive any salary for their services as Directors but they may serve
the Corporation in another capacity and receive compensation therefor.
In addition, the Board may authorize the payment of Directors'
honoraria or fees, and expenses for attendance at any meeting.
ARTICLE IV. - NOTICES
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Section 4.1. Notice Construed. Whenever any law, the Arti
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cles of Incorporation, or these Bylaws requires a notice to be given
to any Director or shareholder and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal
notice, but such notice may be given by mail addressed to such
Director or shareholder at his address as it appears in the records of
the Corporation. In addition, any such notice may be given to a
Director by telegram to his address, by telephone, or by speaking
directly with such Director. Any notice given by mail shall be deemed
to be given at the time the same is deposited in the United States
mail, postage prepaid.
Section 4.2. Waiver of Notice. A written Waiver of Notice,
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signed by the person or persons entitled to receive notice, whether
before or after the time stated in such notice, shall be deemed
equivalent to the giving of such notice. Attendance at any meeting
shall constitute a Waiver of Notice of such meeting, except where such
person or persons attend a
meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.
ARTICLE V. - OFFICERS
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Section 5.1. Enumeration of Officers. The officers of the
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Corporation shall be a President, one or more Vice presidents, a
Secretary and a Treasurer. Any two or more offices may be held by the
same person, except that the offices of president and Secretary shall
not be held by the same person. The Board of Directors may also elect
one or more Assistant Secretaries and one or more Assistant
Treasurers.
Section 5.2. Election and Term of Office. The Board of
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Directors shall elect the officers of the Corporation, and determine
their term of office and compensation.
Section 5.3. Removal and Vacancies. Any officer may be
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removed upon the affirmative vote of a majority of the Board of
Directors, whenever in its judgment the best interests of the
Corporation will be served thereby. Such removal shall be without
prejudice to the contract rights, and obligations, if any, of the
person removed. However, election or appointment of an officer shall
not itself create contract rights. Any vacancy caused by removal or
otherwise may be filled by the Board at any time.
Section 5.4. President. The President shall be the chief
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executive officer of the Corporation. He shall preside at meetings of
the shareholders and the meetings of the Board of Directors, shall
have general and active management of the business and affairs of the
Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, and shall perform other duties as
the Board of Directors shall prescribe.
Section 5.5. Vice Presidents. The Vice Presidents shall
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have such powers and perform such duties as the Board of Directors may
from time to time prescribe or as the President may from time to time
delegate to them.
Section 5.6. Secretary. The Secretary shall attend all
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meetings of the Board of Directors and the shareholders and record in
the Minutes all votes of all proceedings, shall maintain the stock
transfer books of the Corporation and shall act as Transfer Agent for
the Corporation, and shall perform such other duties as may be
prescribed by the Board of Directors or
the President. If the Corporation shall have a seal, he shall be
custodian thereof, and when authorized by the Board, shall affix the
same to any instrument requiring it.
Section 5.7. Assistant Secretaries. The Assistant Secre
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taries shall have such powers and perform such duties as the Board of
Directors, the President or the Secretary may from time to time
prescribe or delegate to them.
Section 5.8. Treasurer. The Treasurer shall have charge
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and custody of and be responsible for all funds and securities of the
Corporation, receive and give receipts for moneys due and payable to
the Corporation from any source whatsoever, deposit all such moneys in
the name of the Corporation in such banks, trust companies or other
depositories as shall be selected, and 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 5.9. Assistant Treasurers. The Assistant
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Treasurers shall have such powers and perform such duties as the Board
of Directors, the President or the Treasurer may from time to time
prescribe or delegate to them.
ARTICLE VI. - STOCK
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Section 6.1. Form of Certificates. Stock certificates
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shall be in such form as may be determined by the Board of Directors.
Such certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate
shall state upon its face that the Corporation is organized under the
laws of the State of New Mexico, the name of the person to whom it is
issued, and the number and class of shares which the certificate
represents. Certificates shall be signed by the President or by a
Vice President and by the Secretary or an Assistant Secretary, which
signatures may be facsimiles.
Section 6.2. Lost Certificates. The Board of Directors may
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direct a new certificate representing shares to be issued in place of
any certificate theretofore issued by the Corporation alleged to have
been lost or destroyed upon the making of an affidavit of that fact by
the person claiming the certificate to have been lost or destroyed.
When authorizing such issue, the Board of Directors, in its
discretion, may as a condition precedent require the owner of such
lost or destroyed certificate to give the Corporation a bond in such
form, in such
amount and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 6.3. Transferability. Shares of stock shall be
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transferable only on the books of the Corporation by the holder
thereof in person or by his duly authorized agent.
Section 6.4. Transfer of Stock. In the event there are two
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or more shareholders and a shareholder in the Corporation shall
terminate his contractual relationship with the Corporation on account
of death, disability, retirement or for any reason whatsoever, such
shareholder or the transferee of his shares of stock shall transfer
his shares according to the terms of a written stock purchase
agreement or other written agreement, if any, for the acquisition of
the Corporation's stock as the Corporation and the shareholders shall
enter into. Such agreement, if one is executed, is incorporated
herein by reference.
Section 6.5. Holder of Record. The Corporation shall be
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entitled to treat the holder of record of any share or shares 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 or
shares on the part of any other person, whether or not it shall have
express or other notice thereof.
Section 6.6. Corporation May Purchase Own Capital Stock.
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This Corporation shall have the right to purchase its own capital
stock and to hold the same, subject, however, to the limitations
imposed upon such purchases by the Act.
Section 6.7. Corporation's Lien Upon Its Stock. This
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Corporation shall have a prior lien upon its stock in the hands of any
holder to secure the Corporation in any sum that may be owing to it by
the holder and no transfer shall be made until such sums so owing are
either paid or satisfactorily secured in such manner as the Board of
Directors may require.
Section 6.8. Dividends. Dividends upon the outstanding
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shares of the Corporation, subject to the provisions of the Articles
of Incorporation, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be paid in cash, property
or in shares of the Corporation.
ARTICLE VII. - VOTING OF SHARES BY CERTAIN HOLDERS
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Section 7.1. Another Corporation. Shares held by another
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corporation, domestic or foreign, if a majority of the shares entitled
to vote for the election of directors of the other corporation is held
by the Corporation, shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent or proxy as the Bylaws of
the other corporation may prescribe, or, in the absence of such
provisions, as the Board of Directors of the other corporation may
determine.
Section 7.2. Personal Representative, or Trustee. Shares
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held by a personal representative, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of the
share into his name. Shares standing in the name of a trustee, or a
custodian for a minor, may be voted by the trustee or custodian,
either in person or by proxy, but only after a transfer of the shares
into the name of the trustee or custodian.
Section 7.3. Receiver or Bankruptcy Trustee. Shares
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standing in the name of a receiver or bankruptcy trustee may be voted
by the receiver or bankruptcy trustee, and shares held by or under the
control of a receiver or bankruptcy trustee may be voted by him
without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the Court by which the receiver
or bankruptcy trustee was appointed.
Section 7.4. Pledgee. A shareholder whose shares are
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pledged may vote the shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee may vote the
shares so transferred.
Section 7.5. Partnership. Shares standing in the name of a
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partnership may be voted by any partner, and shares standing in the
name of a limited partnership may be voted by any general partner.
Section 7.6. Life Tenant. Shares standing in the name of a
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person as life tenant may be voted by him, either in person or by
proxy.
Section 7.7. Joint Tenants. Shares standing in the name of
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joint tenants may be voted by any tenant, either in person or by
proxy.
Section 7.8. Redemption. From the date on which written
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notice of redemption of redeemable shares has been mailed to the
holders thereof and a sum sufficient to redeem the shares has been
deposited with a bank or trust company with irrevocable instruction
and authority to pay the redemption price to the holders thereof upon
surrender of certificates therefor, the shares shall not be entitled
to vote on any matter and shall not be deemed to be outstanding
shares.
ARTICLE VIII. - CHAIRMAN OF THE BOARD OF DIRECTORS
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The Board of Directors shall have the right and power to
elect a chairman from among the members of the Board of Directors. If
a chairman of the Board of Directors is elected, the chairman shall
preside at all meetings of the Board of Directors in place of the
President of the Corporation, and the chairman may also cast a vote on
all questions.
ARTICLE IX. - CONTRACTS, LOANS, CHECKS AND DEPOSITS
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Section 9.1. Contracts. The Board of Directors may
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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 9.2. Loans. No loans shall be contracted on behalf
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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 9.3. Checks, Drafts, Etc. All checks, drafts or
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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 shall be determined from time to time by resolution of
the Board of Directors.
Section 9.4. Deposits. All funds of the Corporation not
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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.
ARTICLE X. - COMPENSATION
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By resolution of the Board of Directors, the Directors may
be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as
Director; provided, that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE XI. - CONTRACTS WITH INSIDERS
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A director or officer of the Corporation shall not be dis-
qualified by his office from dealing or contracting with the
Corporation either as a vendor, purchaser, or otherwise; nor shall any
transaction or contract of the Corporation be void or voidable by
reason of the fact that any director or officer, or any firm of which
any director or officer is a member, or any corporation of which any
director or officer is a shareholder, officer or director is in any
way interested in such transaction or contract, provided that such
transaction or contract is or shall be authorized, ratified, or
approved either (1) by a vote of a majority of a quorum of the Board
of Directors, or (2) by the written consent or by the vote at any
shareholders' meeting of the holders of record of a majority of all of
the outstanding shares of the Corporation entitled to vote; nor shall
any director or officer be liable to account to the Corporation for
any profits realized by or from or through any such transaction or
contract authorized, ratified or approved as herein provided by reason
of the fact that he, or any firm of which he is a member, or any
corporation of which he is a stockholder, officer or director was
interested in such transaction or contract. Nothing herein contained
shall create liability in the event above described, or prevent the
authorization or approval of such contracts in any other manner
permitted by law.
ARTICLE XII. - AMENDMENTS
--------------------------
These Bylaws may be altered, amended or repealed at any
meeting of the Directors at which a quorum is present by an
affirmative vote of the majority of Directors present at such meeting
and entitled to vote.
ARTICLE XIII. - INDEMNIFICATION
--------------------------------
The Corporation shall indemnify its past, present, and
future directors and officers (and their executors, administrators, or
other legal representatives) against all reasonable expense incurred
by them in defending claims made or suits or proceedings brought
against them as directors or officers and against all liability
resulting from such claims,
suits or proceedings except in relation to matters as to which any
such officer or director shall be adjudged in such action, suit or
proceeding to be liable for gross negligence or willful misconduct in
the performance of his duties. Such indemnification shall include,
without limitation, the payment of judgments against such directors
and officers, and the reimbursement of amounts paid in settlement of
claims, suits or proceedings (including judgments in favor of the
Corporation or amounts paid in settlement to the Corporation); such
indemnification shall also include, without limitation, the payment of
counsel fees and expenses of officers and directors in suits against
them which are successfully defended by such officers and directors,
which are unsuccessfully defended if the claim or action does not
arise from the gross negligence or willful misconduct of such officers
or directors. Such right of indemnification shall be in addition to
any indemnification expressly recognized as within corporate powers
pursuant to any provision of the Act now in force or as it may be
subsequently amended or to which such officer or director may be
entitled under any other provision of law, agreement, vote of
stockholders, or otherwise; and such right shall extend and apply to
the estates of deceased directors or officers.
ADOPTION OF BYLAWS
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The foregoing Bylaws are hereby adopted by the Corporation.
DATE: May 8, 1985
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