Exhibit 3.2(j)(i)
BYLAWS OF
MMC OF WASHINGTON, INC.
ARTICLE I
OFFICES
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The principal office of the corporation shall be located at
its principal place of business or such other place as the Board of
Directors (the "Board") may designate. The corporation may have such
other offices, either within or without the State of Washington, as
the Board may designate or as the business of the corporation may
require from time to time.
ARTICLE II
SHAREHOLDERS
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2.1 Annual Meeting. The annual meeting of the shareholders
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shall be held on the third Tuesday in August of each year at 10:00 am,
for the purpose of electing directors and officers and transacting
such business as may properly come before the meeting. If the day
fixed for the annual meeting is a legal holiday at the place of the
meeting, the meeting shall be held on the next succeeding business
day. If the annual meeting is not held on the date designated
therefor, the Board shall cause the meeting to be held as soon
thereafter as may be convenient.
2.2 Special Meetings. The President, the Board, or the
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holders of not less than one-fifth of all the outstanding shares of
the corporation entitled to vote at the meeting may call special
meetings of the shareholders for any purpose.
2.3 Meetings by Telephone. Shareholders may participate in
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a meeting of the shareholders 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.
2.4 Place of Meeting. All meetings shall be held at the
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principal office of the corporation or at such other place within or
without the State of Washington designated by the Board, by any
persons entitled to call a meeting or by a waiver of notice signed by
all of the shareholders entitled to vote at the meeting.
2.5 Notice of Meeting. The President, the Secretary, the
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Board, or shareholders calling an annual or special meeting of
shareholders as provided for herein, shall cause to be delivered to
each shareholder entitled to notice of or to vote at the meeting
either personally or by mail or facsimile transmission, not less than
ten (10) nor more than fifty (50) days before the meeting, written
notice 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. At any time, upon written request of the holders of not less
than one-sixth of all of the outstanding shares of the corporation
entitled to vote at the meeting, it shall be the duty of the Secretary
to give notice of a special meeting of shareholders to be held on such
date and at such place and time as the Secretary may fix, not less
than ten (10) nor more than thirty-five (35)
days after receipt of said request, and if the Secretary shall neglect
or refuse to issue such notice, the person making the request may do
so and may fix the date for such meeting. If such notice is mailed, it
shall be deemed delivered when deposited in the official government
mail properly addressed to the shareholder at his or her address as it
appears on the stock transfer books of the corporation with postage
prepaid. If the notice is telegraphed, it shall be deemed delivered
when the telegram is delivered to the telegraph company. If the
notice is transmitted by facsimile, it shall be deemed delivered when
received.
2.6 Waiver of Notice. Whenever any notice is required to
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be given to any shareholder under the provisions of these Bylaws, the
Articles of Incorporation or the Washington Business Corporation Act,
a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
2.7 Fixing of Record Date for Determining Shareholders.
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For the purpose of determining shareholders entitled to notice of, or
to vote at, any meeting of 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 purpose, the
Board may fix in advance a date as the record date for any such
determination. Such record date shall 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 is to be taken. If no record date is fixed for the
determination of shareholders entitled to vote at a meeting or to
receive payment of a dividend, the date and hour on which the notice
of meeting is mailed or on which the resolution of the Board declaring
such dividend is adopted, as the case may be, shall be the record date
and time for such determination. Such a determination shall apply to
any adjournment of the meeting.
2.8 Voting Record. At least ten (10) days before each
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meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting, or any adjournment thereof, shall be
made, arranged in alphabetical order, with the address of and number
of shares held by each shareholder. This record shall be kept on file
at the registered office of the corporation for ten (10) days prior to
such meeting and shall be kept open at such meeting for the inspection
of any shareholder.
2.9 Quorum. A majority of the outstanding shares of the
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corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of the shareholders. If
less than one hundred percent of the outstanding shares entitled to
vote are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further
notice. If a quorum is present or represented at a reconvened meeting
following such an adjournment, any business may be transacted that
might have been transacted at the meeting as originally called.
2.10 Manner of Acting. If a quorum is present, the
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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 number is required by
these Bylaws, the Articles of Incorporation or the Washington Business
Corporation Act.
2.11 Proxies. A shareholder may vote by proxy executed in
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writing by the shareholder or by his or her attorney- in-fact. Such
proxy shall be filed with the Secretary of the corporation before or
at the time of the meeting. A proxy shall become invalid eleven
months after the date of its execution, unless otherwise provided in
the proxy, A proxy with respect to a specified meeting shall entitle
the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final
adjournment thereof.
2.12 Voting of Shares. Each outstanding share entitled to
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vote with respect to the subject matter of an issue submitted to a
meeting of shareholders shall be entitled to one vote upon each such
issue.
2.13 Voting for Directors. Each shareholder entitled to
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vote at an election of directors may vote, in person or by proxy, the
number of shares owned by such shareholder for as many persons as
there are directors to be elected and for whose election such
shareholder has a right to vote, or, unless otherwise provided in the
Articles of Incorporation, each such shareholder may cumulate his or
her votes by distributing among one or more candidates as many votes
as are equal to the number of such directors multiplied by the number
of his or her shares.
2.14 Action by Shareholders Without a Meeting. Any action
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which could be taken at a meeting of the shareholders may be taken
without a meeting if a written consent setting forth the action so
taken is signed by all shareholders entitled to vote with respect to
the subject matter thereof. Any such consent shall be inserted in the
minute book as if it were the minutes of a meeting of the
shareholders.
ARTICLE III
BOARD OF DIRECTORS
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3.1 General Powers. All corporate powers shall be
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exercised by or under the authority of, and the business and affairs
of the corporation shall be managed under the direction of, the Board,
except as may be otherwise provided in these Bylaws, the Articles of
Incorporation or the Washington Business Corporation Act.
3.2 Number and Tenure. The Board shall be composed of two
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(2) directors. The number of directors may be changed from time to
time by action of the shareholders, but no decrease in the number of
directors shall have the effect of shortening the term of any
incumbent director. Unless a director dies, resigns, or is removed,
he or she shall hold office until the next annual meeting of
shareholders or until his or her successor is elected, whichever is
later. Directors need not be shareholders of the corporation or
residents of the State of Washington.
3.3 Annual and Regular Meetings. An annual Board meeting
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shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. A resolution of the Board, or
any committee thereof, may specify the time and place either within or
without the State of Washington for holding regular meetings thereof
without other notice than such resolution.
3.4 Special Meetings. Special meetings of the Board or
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any committee appointed by the Board may be called by or at the
request of the Chairman of the Board, the President, the Secretary or
any one director. The person or persons authorized to call special
meetings may fix any place either within or without the State of
Washington as the place for holding any special Board meeting called
by them.
3.5 Meetings by Telephone. Members of the Board or any
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committee designated by the Board may participate in a meeting of such
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.
3.6 Notice of Special Meetings. Written notice of a
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special Board or committee meeting stating the place, day and hour of
the meeting shall be given to a director at his or her address shown
on the records of the corporation. Neither the
business to be transacted at, nor the purpose of, any special meeting
need be specified in the notice of such meeting.
3.6.1 Personal Delivery. If delivery is by
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personal service, the notice shall be effective if delivered at such
address at least two (2) days before the meeting.
3.6.2 Delivery by Mail. If notice is delivered by
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mail, the notice shall be deemed effective if deposited in the
official government mail properly addressed with postage pre-paid at
least five (5) days before the meeting.
3.6.3 Delivery by Telex or Facsimile. If notice is
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delivered by telex or facsimile, the notice shall be deemed effective
if sent and evidenced by transmission receipt or report at least three
(3) days before the meeting.
3.7 Waiver of Notice.
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3.7.1 In Writing. Whenever any notice is required
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to be given to any director under the provisions of these Bylaws, the
Articles of Incorporation or the Washington Business Corporation Act,
a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the Board need be specified in the waiver of notice
of such meeting.
3.7.2 By Attendance. The attendance of a director
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at a Board or committee meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
3.8 Quorum. A majority of the directors shall constitute a
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quorum for the transaction of business at any Board meeting. A
majority of the directors present may adjourn the meeting from time to
time without further notice.
3.9 Manner of Acting. The act of the majority of the
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directors present at a Board or committee meeting at which there is a
quorum shall be the act of the Board or of such committee, unless the
vote of a greater number is required by these Bylaws, the Articles of
Incorporation, or the Washington Business Corporation Act.
3.10 Presumption of Assent. A director of the corporation
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present at a Board or committee meeting at which action on any
corporate matter is taken shall be presumed to have assented to the
action taken unless his or her dissent is entered in the minutes of
the meeting, or unless such director files a written dissent to such
action with the person acting as the secretary of the meeting before
the adjournment thereof, or forwards such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment
of the meeting. A director who voted in favor of such action may not
dissent.
3.11 Action by Board or Committees Without a Meeting. Any
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action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a
written consent setting forth the action so taken is signed by each of
the directors or by each committee member. Any such written consent
shall be inserted in the minute book as if it were the minutes of a
Board or a committee meeting.
3.12 Resignation. Any director may resign at any time by
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delivering written notice to the Chairman of the Board, the President,
the Secretary or the Board, or to the registered office of the
corporation, or by giving oral notice at any meeting of the directors
or shareholders. Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
3.13 Removal. At a meeting of shareholders called
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expressly for that purpose, one or more members of the Board
(including the entire Board) may be removed, with or without cause, by
a vote of the holders of a majority of the shares then entitled to
vote on the election of directors. If the Articles of Incorporation
permit cumulative voting in the election of directors, and if less
than the entire Board is to be removed, no one of the directors may be
removed if the votes cast against his or her removal would be
sufficient to elect such director if then cumulatively voted at an
election of the entire Board.
3.14 Vacancies. Any vacancy occurring on the Board may be
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filled by the affirmative vote of all of the remaining directors
though less than a quorum of the Board. A director elected to fill a
vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the Board for a
term of office continuing only until the next election of directors by
the shareholders.
3.15 Compensation. By Board resolution, directors may be
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paid their expenses, if any, of attendance at each Board meeting, or a
fixed sum for attendance at each Board meeting, or a stated salary as
a director, or a combination of the foregoing. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
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4.1 Number. The officers of the corporation shall be a
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President and a Secretary, each of whom shall be elected by the Board.
The Board may also elect a Vice President and a Treasurer, as well as
other officers and assistant officers, including a Chairman of the
Board as may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority
and perform such duties as are provided in these Bylaws or as may be
provided by resolution of the Board. Any officer may be assigned by
the Board any additional title that the Board deems appropriate. The
Board may delegate to any officer or agent the power to appoint any
such subordinate officers or agents and to prescribe their respective
terms of office, authority and duties. Any two or more offices may be
held by the same person.
4.2 Election and Term of Office. The officers of the
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corporation shall be elected annually by the Board at the Board
meeting held after the annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall
be held as soon thereafter as a Board meeting conveniently may be
held. Unless an officer dies, resigns, or is removed from office, he
or she shall hold office until the next annual meeting of the Board or
until his or her successor is elected.
4.3 Resignation. Any officer may resign at any time by
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delivering written notice to the Chairman of the Board, the President,
a Vice President, the Secretary or the Board, or by giving oral notice
at any meeting of the Board. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
4.4 Removal. Any officer or agent elected or appointed by
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the Board may be removed by the Board whenever in its judgment the
best interests of the corporation would be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
4.5 Vacancies. A vacancy in any office created by the
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death, resignation, removal, disqualification, creation of a new
office or any other cause may be filled by the Board for the unexpired
portion of the term or for a new term established by the Board.
4.6 President. The President shall preside over meetings
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of the Board and shareholders and, subject to the Board's control,
shall supervise and control all of the assets, business and affairs of
the corporation. The President may sign certificates for shares of
the corporation, deeds, mortgages, bonds, contracts, or other
instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other
officer or agent of the corporation or are required by law to be
otherwise signed or executed by some other officer or in some other
manner. In general, the President shall perform all duties incident
to the office of President, and such other duties as are prescribed by
the Board from time to time.
4.7 Vice President. Except as otherwise provided herein,
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in the absence of the President or his inability to act, the senior
Vice President shall act in his place and stead and shall have all the
powers and authority of the President, except as limited by resolution
of the Board of Directors.
4.8 Secretary. The Secretary shall: (a) keep the minutes
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of meetings of the shareholders and the Board in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records of the corporation; (d) keep
registers of the post office address of each shareholder and Director;
(e) sign certificates for shares of the corporation; (f) have general
charge of the stock transfer books of the corporation; (g) sign, with
the President, or other officer authorized by the President or the
Board, deeds, mortgages, bonds, contracts, or other instruments; and
(h) 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 or
her by the President or by the Board. In the absence of the
Secretary, an Assistant Secretary may perform the duties of the
Secretary.
4.9 Treasurer. The Treasurer shall have the custody of the
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corporate funds and securities and shall keep full and
accurate account of receipts and disbursements in books belonging to
the corporation. He shall deposit all monies and other valuables in
the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the corporation as may be ordered by the Board
of Directors, the Chairman of the board (if there is one), or the
President, taking proper vouchers for such disbursements. He shall
render to the Chairman of the board (if there is one), the President
and the Board of Directors at the regular meetings of the Board of
Directors, or whenever they may request it, and to the shareholders at
the annual meeting of the shareholders, an account of all his
transactions as treasurer and of the financial condition of the
corporation. If required by the Board of Directors he shall give the
corporation a bond for the faithful discharge of his duties in such
amount and with such surety as the board shall prescribe. The
Treasurer shall also perform such other duties as may be assigned to
him by the Chairman of the board (if there is one), the President or
the Board of Directors.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
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5.1 Contracts. The Board may authorize any officer or
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officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific
instances.
5.2 Loans. No loans shall be contracted on behalf of the
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corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board. Such authority
may be general or confined to specific instances. No loans shall be
made by the corporation secured by its shares.
5.3 Loans to Officers and Directors. No loans shall be
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made by the corporation to its officers or directors, unless first
approved by the holders of at least two-thirds of the outstanding
shares.
5.4 Checks, Drafts, etc. All checks, drafts or other
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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, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the
Board.
5.5 Deposits. All funds of the corporation not otherwise
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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 may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
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6.1 Issuance of Shares. No shares of the corporation shall
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be issued unless authorized by the Board, which authorization shall
include the maximum number of shares to be issued and the
consideration to be received for each share.
6.2 Certificates for Shares. Certificates representing
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shares of the corporation shall be signed by the President and shall
include on their face written notice of any restrictions which may be
imposed on the transferability of such shares. All certificates shall
be consecutively numbered or otherwise identified.
6.3 Stock Records. The stock transfer books shall be kept
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at the registered office or principal place of business of the
corporation or at the office of the corporation's transfer agent or
registrar. The name and address of the person to whom the shares
represented thereby are issued, together with the class, number of
shares and date of issue, shall be entered on the stock transfer books
of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes.
6.4 Restrictions on Transfer. Except to the extent that
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the corporation has obtained an opinion of counsel acceptable to the
corporation that transfer restrictions are not required under
applicable securities laws, all certificates representing shares of
the corporation shall bear the following legend on the face of the
certificate or on the reverse of the certificate if the reference to
the legend is contained on the face:
The securities evidenced by this Certificate have not been
registered under the Securities Act of 1933 or any applicable
state law, and no interest therein may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (a)
there is an effective registration statement under such Act and
applicable state securities laws covering any such transaction
involving said securities or (b) this corporation receives an
opinion of legal counsel for the holder of these securities
(concurred in by legal
counsel for this corporation) stating that such transaction is
exempt from registration or (c) this corporation otherwise
satisfies itself that such transaction is exempt from
registration.
6.5 Transfer of Shares. The transfer of shares of the
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corporation shall be made only on the stock transfer books of the
corporation pursuant to authorization or document of transfer made by
the holder of record thereof or by his or her legal representative,
who shall furnish proper evidence of authority to transfer, or by his
or her attorney-in-fact authorized by power of attorney duly executed
and filed with the Secretary of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no
new certificate shall be issued until the former certificates for a
like number of shares shall have been surrendered and canceled.
6.6 Lost or Destroyed Certificates. In the case of a lost,
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destroyed or mutilated certificate, a new certificate may be issued
therefor upon such terms and indemnity to the corporation as the Board
may prescribe.
ARTICLE VII
BOOKS AND RECORDS
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The corporation shall keep correct and complete books and
records of account, stock transfer books, minutes of the proceedings
of its shareholders and Board and such other records as may be
necessary or advisable.
ARTICLE VIII
ACCOUNTING YEAR
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The accounting year of the corporation shall be the calendar
year, provided that if a different accounting year is at any time
selected for purposes of federal income taxes, the accounting year
shall be the year so selected.
ARTICLE IX
SEAL
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The seal of the corporation shall consist of the name of the
corporation, the state of its incorporation and the year of its
incorporation.
ARTICLE X
INDEMNIFICATION
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To the full extent permitted by the Washington Business
Corporation Act, the corporation shall indemnify any person made or
threatened to be made a party to any proceeding (whether brought by or
in the right of the corporation or otherwise) by reason of the fact
that he or she is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or
officer of another corporation against judgments, penalties, fines,
settlements and reasonable expenses (including attorneys' fees),
actually incurred by him or her in connection with such proceeding;
and the Board may, at any time, approve indemnification of any other
person which the corporation has the power to indemnify under the
Washington Business Corporation Act. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to
which a person may be entitled as a matter of law or by contract or by
vote of the Board or its shareholders. The corporation may purchase
and maintain indemnification insurance for any person to the extent
provided by applicable law. Any indemnification of a Director
pursuant to this article, including any payment or reimbursement of
expenses, shall be reported to the shareholders with the notice of the
next meeting of shareholders or prior thereto in a written report
containing a brief description of the proceedings involving the
director being indemnified and the nature and extent of such
indemnification.
ARTICLE XI
AMENDMENTS
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These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board. The shareholders may also alter,
amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by
the Board may be amended, repealed, altered or modified by the
shareholders.
The foregoing Bylaws were adopted by the Board of Directors
on __________________________, 1994.
/s/ Donald Grayhardt
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Donald Grayhardt, Secretary
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