Exhibit 3.2(m)(i)
BY-LAWS
OF
DFG WAREHOUSING CO., INC.
(a Delaware corporation)
ARTICLE I
Stockholders
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SECTION 1. Annual Meetings. The annual meeting of
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stockholders for the election of directors and for the transaction of
such other business as may properly come before the meeting shall be
held each year at such date and time, within or without the State of
Delaware, as the Board of Directors shall determine.
SECTION 2. Special Meetings. Special meetings of
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stockholders for the transaction of such business as may properly come
before the meeting may be called by order of the Board of Directors or
by stockholders holding together at least a majority of all the shares
of the Corporation entitled to vote at the meeting, and shall be held
at such date and time, within or without the State of Delaware, as may
be specified by such order. Whenever the directors shall fail to fix
such place, the meeting shall be held at the principal executive
office of the Corporation.
SECTION 3. Notice of Meetings. Written notice of all
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meetings of the stockholders, stating the place, date and hour of the
meeting and the place within the city or other municipality or
community at which the list of stockholders may be examined, shall be
mailed or delivered to each stockholder not less than 10 nor more than
60 days prior to the meeting. Notice of any special meeting shall
state in general terms the purpose or purposes for which the meeting
is to be held.
SECTION 4. Stockholder Lists. The officer who has charge
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of the stock ledger of the Corporation shall prepare and make, at
least 10 days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any
purpose germane to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation, or to vote
in person or by proxy at any meeting of stockholders.
SECTION 5. Quorum. Except as otherwise provided by law or
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the Corporation's Certificate of Incorporation, a quorum for the
transaction of business at any meeting of stockholders shall consist
of the holders of record of a majority of the issued and outstanding
shares of the capital stock of the Corporation entitled to vote at the
meeting, present in person or by proxy. At all meetings of the
stockholders at which a quorum is present, all matters, except as
otherwise provided by law or the Certificate of Incorporation, shall
be decided by the vote of the holders of a majority of the shares
entitled to vote thereat present in person or by proxy. If there be
no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time, without further
notice, until a quorum shall have been obtained. When a quorum is
once present it is not broken by the subsequent withdrawal of any
stockholder.
SECTION 6. Organization. Meetings of stockholders shall be
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presided over by the Chairman, if any, or if none or in the Chairman's
absence the Vice-Chairman, if any, or if none or in the Vice-
Chairman's absence the President, if any, or if none or in the
President's absence a Vice-President, or, if none of the foregoing is
present, by a chairman to be chosen by the stockholders entitled to
vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation, or in the Secretary's absence an
Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the
presiding officer of the meeting shall appoint any person present to
act as secretary of the meeting.
SECTION 7. Voting; Proxies; Required Vote.
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(a) At each meeting of stockholders, every stockholder shall be
entitled to vote in person or by proxy appointed by instrument in
writing, subscribed by such stockholder or by such stockholder's duly
authorized attorney-in-fact (but no such proxy shall be
voted or acted upon after eleven months from its date, unless the
proxy provides for a longer period), and, unless the Certificate of
Incorporation provides otherwise, shall have one vote for each share
of stock entitled to vote registered in the name of such stockholder
on the books of the Corporation on the applicable record date fixed
pursuant to these By-laws. At all elections of directors the voting
may but need not be by ballot and a plurality of the votes cast there
shall elect. Except as otherwise required by law or the Certificate
of Incorporation, any other action shall be authorized by a majority
of the votes cast.
(b) Any action required or permitted to be taken at any
meeting of stockholders may, except as otherwise required by law or
the Certificate of Incorporation, be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of record of
the issued and outstanding capital stock of the Corporation having a
majority of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted, and the writing or writings are filed with the
permanent records of the Corporation. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.
(c) Where a separate vote by a class or classes, present in
person or represented by proxy, shall constitute a quorum entitled to
vote on that matter, the affirmative vote of the majority of shares of
such class or classes present in person or represented by proxy at the
meeting shall be the act of such class, unless otherwise provided in
the Corporation's Certificate of Incorporation.
SECTION 8. Inspectors. The Board of Directors, in advance
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of any meeting, may, but need not, appoint one or more inspectors of
election to act at the meeting or any adjournment thereof. If an
inspector or inspectors are not so appointed, the person presiding at
the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear
or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge
of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock
outstanding and the
voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the person presiding
at the meeting, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter determined by
such inspector or inspectors and execute a certificate of any fact
found by such inspector or inspectors.
ARTICLE II
Board of Directors
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SECTION 1. General Powers. The business, property and
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affairs of the Corporation shall be managed by, or under the direction
of, the Board of Directors.
SECTION 2. Qualification; Number; Term; Remuneration. (a)
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Each director shall be at least 18 years of age. A director need not
be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of directors constituting the entire
Board shall be two, or such larger number as may be fixed from time to
time by action of the stockholders or Board of Directors, one of whom
may be selected by the Board of Directors to be its Chairman. The use
of the phrase "entire Board" herein refers to the total number of
directors which the Corporation would have if there were no vacancies.
(b) Directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the
next annual meeting of stockholders and until their successors are
elected and qualified or until their earlier resignation or removal.
(c) 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. No such payment shall preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee
meetings.
SECTION 3. Quorum and Manner of Voting. Except as
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otherwise provided by law, a majority of the entire Board shall
constitute a quorum. A majority of the directors present, whether or
not a quorum is present, may adjourn a meeting from time to time to
another time and place without notice. The vote 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. For the purposes of this
Section 3, so long as the Board consists of two members, the presence
or vote of one director shall be sufficient.
SECTION 4. Places of Meetings. Meetings of the Board of
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Directors may be held at any place within or without the State of
Delaware, as may from time to time be fixed by resolution of the Board
of Directors, or as may be specified in the notice of meeting.
SECTION 5. Annual Meeting. Following the annual meeting of
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stockholders, the newly elected Board of Directors shall meet for the
purpose of the election of officers and the transaction of such other
business as may properly come before the meeting. Such meeting may be
held without notice immediately after the annual meeting of
stockholders at the same place at which such stockholders' meeting is
held.
SECTION 6. Regular Meetings. Regular meetings of the Board
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of Directors shall be held at such times and places as the Board of
Directors shall from time to time by resolution determine. Notice
need not be given of regular meetings of the Board of Directors held
at times and places fixed by resolution of the Board of Directors.
SECTION 7. Special Meetings. Special meetings of the Board
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of Directors shall be held whenever called by the Chairman of the
Board, President or by a majority of the directors then in office.
SECTION 8. Notice of Meetings. A notice of the place, date
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and time and the purpose or purposes of each meeting of the Board of
Directors shall be given to each director by mailing the same at least
two days before the meeting, or by telegraphing or telephoning the
same or by delivering the same personally not later than the day
before the day of the meeting.
SECTION 9. Organization. At all meetings of the Board of
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Directors, the Chairman, if any, or if none or in the Chairman's
absence or inability to act the President, or in the President's
absence or inability to act any Vice-President who is
a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall
preside. The Secretary of the Corporation shall act as secretary at
all meetings of the Board of Directors when present, and, in the
Secretary's absence, the presiding officer may appoint any person to
act as secretary.
SECTION 10. Resignation. Any director may resign at any
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time upon written notice to the Corporation and such resignation shall
take effect upon receipt thereof by the President or Secretary, unless
otherwise specified in the resignation. Any or all of the directors
may be removed, with or without cause, by the holders of a majority of
the shares of stock outstanding and entitled to vote for the election
of directors.
SECTION 11. Vacancies. Unless otherwise provided in these
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By-laws, vacancies on the Board of Directors, whether caused by
resignation, death, disqualification, removal, an increase in the
authorized number of directors or otherwise, may be filled by the
affirmative vote of a majority of the remaining directors, although
less than a quorum, or by a sole remaining director, or at a special
meeting of the stockholders, by the holders of shares entitled to vote
for the election of directors.
SECTION 12. Action by Written Consent. Any action required
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or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting if all the directors consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
ARTICLE III
Committees
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SECTION 1. Appointment. From time to time the Board of
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Directors by a resolution adopted by a majority of the entire Board
may appoint any committee or committees for any purpose or purposes,
to the extent lawful, which shall have powers as shall be determined
and specified by the Board of Directors in the resolution of
appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each
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committee shall fix its own rules of procedure, and shall meet where
and as provided by such rules or by resolution of the Board of
Directors. Except as otherwise provided by law, the presence of a
majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by
that committee, and in every case where a quorum is present the
affirmative vote of a majority of the members of the committee present
shall be the act of the committee. Each committee shall keep minutes
of its proceedings, and actions taken by a committee shall be reported
to the Board of Directors.
SECTION 3. Action by Written Consent. Any action required
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or permitted to be taken at any meeting of any committee of the Board
of Directors may be taken without a meeting if all the members of the
committee consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the committee.
SECTION 4. Term; Termination. In the event any person
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shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee
appointed by the Board of Directors.
ARTICLE IV
Officers
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SECTION 1. Election and Qualifications. The Board of
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Directors shall elect the officers of the Corporation, which shall
include a President and a Secretary, and may include, by election or
appointment, one or more Vice-Presidents (any one or more of whom may
be given an additional designation of rank or function), a Treasurer
and such assistant secretaries, such assistant treasurers and such
other officers as the Board may from time to time deem proper. Each
officer shall have such powers and duties as may be prescribed by
these By-laws and as may be assigned by the Board of Directors or the
President. Any two or more offices may be held by the same person
except the offices of President and Secretary.
SECTION 2. Term of Office and Remuneration. The term of
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office of all officers shall be one year and until their respective
successors have been elected and qualified, but any officer may be
removed from office, either with or without cause, at any time by the
Board of Directors. Any vacancy in any office arising from any cause
may be filled for the unexpired portion of the term by the Board of
Directors. The remuneration of all officers of the Corporation may be
fixed by the Board of Directors or in such manner as the Board of
Directors shall provide.
SECTION 3. Resignation; Removal. Any officer may resign at
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any time upon written notice to the Corporation and such resignation
shall take effect upon receipt thereof by the President or Secretary,
unless otherwise specified in the resignation. Any officer shall be
subject to removal, with or without cause, at any time by vote of a
majority of the entire Board.
SECTION 4. Chairman of the Board. The Chairman of the
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Board of Directors, if there be one, shall preside at all meetings of
the Board of Directors and shall have such other powers and duties as
may from time to time be assigned by the Board of Directors.
SECTION 5. President and Chief Executive Officer. The
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President shall be the chief executive officer of the Corporation, and
shall have such duties as customarily pertain to that office. The
President shall have general management and supervision of the
property, business and affairs of the Corporation and over its other
officers; may appoint and remove assistant officers and other agents
and employees and may execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations
and instruments.
SECTION 6. Vice-President. A Vice-President may execute
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and deliver in the name of the Corporation contracts and other
obligations and instruments pertaining to the regular course of the
duties of said office, and shall have such other authority as from
time to time may be assigned by the Board of Directors or the
President.
SECTION 7. Treasurer. The Treasurer shall in general have
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all duties incident to the position of Treasurer and such other duties
as may be assigned by the Board of Directors or the President.
SECTION 8. Secretary. The Secretary shall in general have
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all the duties incident to the office of Secretary and such other
duties as may be assigned by the Board of Directors or the President.
SECTION 9. Assistant Officers. Any assistant officer shall
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have such powers and duties of the officer such assistant officer
assists as such officer or the Board of Directors shall from time to
time prescribe.
ARTICLE V
Books and Records
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SECTION 1. Location. The books and records of the
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Corporation may be kept at such place or places within or outside the
State of Delaware as the Board of Directors or the respective officers
in charge thereof may from time to time determine. The record books
containing the names and addresses of all stockholders, the number and
class of shares of stock held by each and the dates when they
respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-laws and by such officer or agent as
shall be designated by the Board of Directors.
SECTION 2. Addresses of Stockholders. Notices of meetings
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and all other corporate notices may be delivered personally or mailed
to each stockholder at the stockholder's address as it appears on the
records of the Corporation.
SECTION 3. Fixing Date for Determination of Stockholders of
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Record. (a) In order that the Corporation may determine the
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stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may
fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that
the Board of Directors may fix a new record date for the adjourned
meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date
for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors is required, shall be the first date on which a signed
written consent setting forth
the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in this State, its
principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the
Board of Directors and prior action by the Board of Directors is
required by these by-laws, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior
action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled
to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto.
ARTICLE VI
Certificates Representing Stock
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SECTION 1. Certificates; Signatures. The shares of the
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Corporation shall be represented by certificates, provided that the
Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its
stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such
a resolution by the Board of Directors, every holder of stock
represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate, signed
by or in the name of the Corporation by the Chairman or Vice-Chairman
of the Board of Directors, or the President or Vice-President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, representing the number of
shares registered in certificate form. Any and all signatures
on any such certificate may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if
he were such officer, transfer agent or registrar at the date of
issue. The name of the holder of record of the shares represented
thereby, with the number of such shares and the date of issue, shall
be entered on the books of the Corporation.
SECTION 2. Transfers of Stock. Upon compliance with
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provisions restricting the transfer or registration of transfer of
shares of stock, if any, shares of capital stock shall be transferable
on the books of the Corporation only by the holder of record thereof
in person, or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, properly
endorsed, and the payment of all taxes due thereon.
SECTION 3. Fractional Shares. The Corporation may, but
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shall not be required to, issue certificates for fractions of a share
where necessary to effect authorized transactions, or the Corporation
may pay in cash the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined, or it
may issue scrip in registered or bearer form over the manual or
facsimile signature of an officer of the Corporation or of its agent,
exchangeable as therein provided for full shares, but such scrip shall
not entitle the holder to any rights of a stockholder except as
therein provided.
The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates
representing shares of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates. The
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Corporation may issue a new certificate of stock in place of any
certificate, theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Board of Directors may require the owner
of any lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.
ARTICLE VII
Dividends
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Subject always to the provisions of law and the Certificate
of Incorporation, the Board of Directors shall have full power to
determine whether any, and, if any, what part of any, funds legally
available for the payment of dividends shall be declared as dividends
and paid to stockholders; the division of the whole or any part of
such funds of the Corporation shall rest wholly within the lawful dis-
cretion of the Board of Directors, and it shall not be required at any
time, against such discretion, to divide or pay any part of such funds
among or to the stockholders as dividends or otherwise; and before
payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, or for equal-
izing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall
think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in
which it was created.
ARTICLE VIII
Ratification
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Any transaction, questioned in any law suit on the ground of
lack of authority, defective or irregular execution, adverse interest
of director, officer or stockholder, non-disclosure, miscomputation,
or the application of improper principles or practices of accounting,
may be ratified before or after judgment, by the Board of Directors or
by the stockholders, and if so ratified shall have the same force and
effect as if the questioned transaction had been originally duly
authorized. Such ratification shall be binding upon the Corporation
and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
ARTICLE IX
Corporate Seal
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The corporate seal shall have inscribed thereon the name of
the Corporation and the year of its incorporation, and shall be in
such form and contain such other words and/or figures as the Board of
Directors shall determine. The corporate seal may be used by
printing, engraving, lithographing, stamping or otherwise making,
placing or affixing, or causing to be printed, engraved, lithographed,
stamped or otherwise made, placed or affixed, upon any paper or
document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.
ARTICLE X
Fiscal Year
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The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors. Unless otherwise
fixed by the Board of Directors, the fiscal year of the Corporation
shall be the calendar year.
ARTICLE XI
Waiver of Notice
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Whenever notice is required to be given by these By-laws or
by the Certificate of Incorporation or by law, a written waiver
thereof, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent to notice.
ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
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SECTION 1. Bank Accounts and Drafts. In addition to such
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bank accounts as may be authorized by the Board of Directors, the
primary financial officer or any person designated by said primary
financial officer, whether or not an employee of the Corporation, may
authorize such bank accounts to be opened or maintained in the name
and on behalf of the Corporation as he may deem necessary or
appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the
written instructions of said primary financial officer, or other
person so designated by the Treasurer.
SECTION 2. Contracts. The Board of Directors may authorize
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any person or persons, in the name and on behalf of the Corporation,
to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments.
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The Chairman, the President or any other person designated by either
of them shall have the power and authority to execute and deliver
proxies, powers of attorney and other
instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The
Chairman, the President or any other person authorized by proxy or
power of attorney executed and delivered by either of them on behalf
of the Corporation may attend and vote at any meeting of stockholders
of any company in which the Corporation may hold stock, and may
exercise on behalf of the Corporation any and all of the rights and
powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so
authorizing any such person. The Board of Directors, from time to
time, may confer like powers upon any other person.
SECTION 4. Financial Reports. The Board of Directors may
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appoint the primary financial officer or other fiscal officer and/or
the Secretary or any other officer and direct such officer to cause to
be prepared and furnished to stockholders entitled thereto any special
financial notice and/or financial statement, as the case may be, which
may be required by any provision of law.
ARTICLE XIII
Amendments
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The Board of Directors shall have power to adopt, amend or
repeal By-laws. By-laws adopted by the Board of Directors may be
repealed or changed, and new By-laws made, by the stockholders, and
the stockholders may prescribe that any By-law made by them shall not
be altered, amended or repealed by the Board of Directors.
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