Exhibit 3.2(p)(i)
FINANCIAL EXCHANGE COMPANY OF MICHIGAN, INC.
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The registered office shall be in Detroit,
Michigan.
Section 2. The corporation may also have offices at such
other places both within and without the State of Michigan as the
board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of
directors shall be held in the City of New York, State of New York, at
such place as may be fixed from time to time by the board of
directors.
Section 2. Annual meetings of shareholders, commencing with
the year 1985, shall be held on the 13th day of June if not a legal
holiday, and if a legal holiday, then on the next secular
day following, at _______M., at which they shall elect by a plurality
vote a board of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the time, place and purposes
of a meeting of shareholders shall be given not less than ten nor more
than sixty days before the date of the meeting, either personally or
by mail, to each shareholder of record entitled to vote at the
meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose
other than the election of directors may be held at such time and
place within or without the State of Michigan as shall be stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Special meetings of shareholders may be called
at any time, for any purpose or purposes, by the board of directors or
by such other persons as may be authorized by law.
Section 3. Written notice of the time, place and purposes
of a special meeting of shareholders shall be given not less than ten
nor more than sixty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote
at the meeting.
Section 4. The business transacted at any special meeting
of shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or
by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise
provided by statute or by the articles of incorporation. The
shareholders present in person or by proxy at such meeting may
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Whether or not a quorum is present, the meeting may be adjourned by a
vote of the shares present. When the holders of a class or series of
shares, are entitled to vote separately on an item of business, this
section applies in determining the presence of a quorum of such class
or series for transaction of the item of business.
Section 2. If a quorum is present, the affirmative vote of
a majority of the shares of stock represented at the meeting shall be
the act of the shareholders unless the vote of a greater number of
shares of stock is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting
power, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.
Section 4. Any action required or permitted to be taken at
an annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be three.
Directors need not be residents of the State of Michigan nor
shareholders of the corporation. The first board of directors shall
hold office until the first annual meeting of shareholders. The
directors, other than the first board of directors, shall be elected
at the annual meeting of the shareholders, and shall hold office for
the term for which he is elected and until his successor is elected
and qualified.
Section 2. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of
directors. A directorship to be filled because of an increase in the
number of directors or to fill a vacancy may be filled by the board
for a term of office continuing only until the next election of
directors by the shareholders.
Section 3. The business affairs of the corporation shall be
managed by its board except as otherwise provided by statute or in the
articles of incorporation or by these by-laws directed or required to
be exercised or done by the shareholders.
Section 4. The directors may keep the books of the
corporation, outside of the State of Michigan, at such place or places
as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote
of a majority of the directors in office, and irrespective of any
personal interest of any of them, may establish reasonable
compensation of directors for services to the corporation as directors
or officers.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular or special meetings of the board of
directors may be held either within or without the State of Michigan.
Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall
be fixed by the vote of the shareholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time as
shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may
be held upon such notice, or without notice, and at such time and at
such place as shall from time to time be determined by the board.
Section 4. Special meetings of the board of directors may
be called by the president on one day's notice to each director,
either personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like notice
on the written request of two directors.
Section 5. Attendance of a director at a meeting
constitutes a waiver of notice of the 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. Neither the business to be transacted at, nor the
purpose of, a regular or special meeting need be specified in the
notice or waiver of notice of the meeting.
Section 6. A majority of the members of the board then in
office constitutes a quorum for transaction of business, unless the
articles of incorporation provide for a larger or smaller number. The
vote of the majority of members present at a meeting at which a quorum
is present constitutes the action of the board unless the vote of a
larger number is required by statute, the articles or these by-laws.
If a quorum shall not be present at any meeting of directors, the
directors present there-at may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present.
Section 7. Unless otherwise provided by the articles of
incorporation action required or permitted to be taken pursuant to
authorization voted at a meeting of the board, may be taken without a
meeting if, before or after the action, all members of the board
consent thereto in writing. The written consents shall be filed with
the minutes of the proceedings of the board. The consent has the same
effect as a vote of the board for all purposes.
ARTICLE VII
COMMITTEES
Section 1. Unless otherwise provided in the articles of
incorporation, the board may designate one or more committees,
each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as
alternate mergers of a committee, who may replace an absent or
disqualified member at a meeting of the committee. In the absence or
disqualification of a member of a committee, the members thereof
present at a meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of
the board to act at the meeting in place of such an absent or
disqualified member. A committee, and each member thereof, shall
serve at the pleasure of the board. A committee, to the extent
provided in the resolution of the board or in the by-laws, may
exercise all powers and authority of the board in management of the
business and affairs of the corporation subject to any limitations by
statute or in the articles of incorporation.
ARTICLE VIII
NOTICES
Section 1. When a notice or communication is required or
permitted by this act to be given by mail, it shall be mailed, except
as otherwise provided in this act, to the person to whom it is
directed at the address designated by him for that purpose or, if none
is designated, at his last known address. The notice or communication
is given when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive
care and custody of the United States postal service. The mailing
shall be registered, certified or other first class mail except where
otherwise provided by statute.
Section 2. When, under statutory requirements or the
articles of incorporation or these by-laws or by the terms of an
agreement or instrument, a corporation or the board or any committee
thereof may take action after notice to any person or after lapse of a
prescribed period of time, the action may be taken without notice and
without lapse of the period of time, if at any time before or after
the action is completed the person entitled to notice or to
participate in the action to be taken or, in case of a shareholder, by
his attorney-in-fact, submits a signed waiver of such requirements.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be
appointed by the board of directors and shall be a chairman of the
board, a president, one or more vice-presidents, secretary, treasurer
and such other officers as may be determined by the board.
Section 2. The board of directors at its first meeting
after each annual meeting of shareholders shall choose a
president, one or more vice-presidents, secretary, and treasurer, none
of whom need be a member of the board.
Section 3. The board of directors may appoint such other
officers, assistant officers, employees and agents as it deems
necessary and prescribe their powers and duties.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. An officer elected or appointed shall hold
office for the term for which he is elected or appointed and until his
successor is elected or appointed and qualified, or until his
resignation or removal. An officer elected or appointed by the board
may be removed by the board with or without cause.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
shareholders and the board of directors, shall have general and active
management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into
effect.
Section 7. Be shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall
be expressly delegated by the board of directors to some other officer
or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all
the proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors, and shall perform such
other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody
of the corporate seal of the corporation and he, or an assistant
secretary, shall
have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may
give general authority to any other officer to affix the seal of the
corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the
president and the board of directors, at its regular meetings, or when
the board of directors so requires, an account of all his transactions
as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be
more than one, the assistant treasurers in the order determined by the
board of directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by certificates signed by the chairman of the board, vice-
chairman of the board, president or a vice-president and by the
treasurer, assistant treasurer, secretary or assistant secretary of
the corporation, and may be sealed with the seal of the corporation or
a facsimile thereof. A certificate representing shares shall state
upon its face that the corporation is formed under the laws of this
state, the name of the person to whom issued, the number and class of
shares, and the designation of the series, if any, which the
certificate represents, the par value of each share represented by the
certificate, or a statement that the shares are without par value and
shall set forth on its face or back or state that the corporation will
furnish to a shareholder upon request and without charge a full
statement of the designation, relative rights, preferences and
limitations of the shares of each class authorized to be issued, and
if the corporation is authorized to issue any class of shares in
series, the designation, relative rights, preferences and limitations
of each series so far as the same have been prescrIbed and the
authority of the board to designate and prescribe the relative rights,
preferences and limitations of other series.
Section 2. The signatures of the officers may be facsimiles
if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or its employee. In
case any officer who has signed or whose facsimile signature has been
placed upon a certificate ceases to be such officer before the
certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed, and
the board may require the owner of the lost 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 lost or destroyed certificate or
the issuance of such a new certificate.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued
to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the
books of the corporation.
FIXING OF RECORD DATE
Section 5. For the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders or an
adjournment thereof, or to express consent or to dissent from a
proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of
a right, or for the purpose of any other action, the board of
directors may fix, in advance, a date as the record date for any such
determination of shareholders. The date shall not be more than sixty
nor less than ten days before the date of the meeting, not more than
sixty days before any other action. If a record date is not fixed,
the record date for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders shall be the close of
business on the day next preceding the day on which notice is given,
or, if no notice is given, the day next preceding the day on which the
meeting is held, and the record date for determining shareholders for
any purpose shall be the close of business on the day on which the
resolution of the board relating thereto is adopted. When a
determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders has been made, the
determination applies to any adjournment of the meeting, unless the
board fixes a new record date for the adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6. For the purpose of determining shareholders
entitled to vote or receive payment of a dividend or allotment of a
right, the corporation shall be authorized to accept the list of
shareholders made and certified by the officer or agent having
charge of the stock transfer books as prima facie evidence as to who
are such shareholders on the designated record date.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the
stock transfer books for shares of a corporation shall make and
certify a complete list of the shareholders entitled to vote at a
shareholders' meeting or any adjournment thereof. The list shall be
arranged alphabetically within each class and series, with the address
of, and the number of shares held by each shareholder, produced at the
time and place of the meeting, subject to inspection by any
shareholder during the whole time of the meeting and be prima facie
evidence as to who are the shareholders entitled to examine the list
or to vote at the meeting. A person who is a shareholder of record of
a
corporation, upon at least ten days' written demand may examine for
any proper purpose in person or by agent or attorney, during usual
business hours, its minutes of shareholders' meetings and record of
shareholders and make extracts therefrom, at the places where they are
kept.
ARTICLE XI
DIVIDENDS
Section 1. The board of directors may declare and pay
dividends or make other distributions in cash, bonds or property of
the corporation, including the shares or bonds of other corporations,
on its outstanding shares, except when currently the corporation is
insolvent or would thereby be made insolvent, or when the declaration,
payment or distribution would be contrary to any statutory restriction
or restriction contained in the articles of incorporation.
Section 2. Before payment of any dividend, the board of
directors may create reserves from its earned surplus or capital
surplus for any proper purpose and may increase, decrease or abolish
such reserve.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time
designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Michigan". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XII
AMENDMENTS
These by-laws may be amended or repealed or new by-laws may
be adopted by the shareholders or board of directors except as may be
provided in the articles of incorporation. The shareholders may
prescribe in these by-laws that any by-law made by them shall not be
altered or repealed by the board of
directors. Amendment of the by-laws by the board requires a vote of
not less than a majority of the members of the board then in office.
ARTICLE XIII
DIRECTORS' ANNUAL STATEMENT
Section 1. At least once in each year the board of
directors shall cause a financial report of the corporation for the
preceding fiscal year to be made and distributed to each shareholder
thereof within four months after the end of the fiscal year. The
report shall include the corporation's statement of income, its year-
end balance sheet and, if prepared by the corporation, its statement
of source and application of funds and such other information as may
be required by statute.
FINANCIAL STATEMENT TO SHAREHOLDERS
Section 2. Upon written request of a shareholder, the
corporation shall mail to the shareholder its balance sheet as at the
end of the preceding fiscal year; its statement of income for such
fiscal year; and, if prepared by the corporation, its statement of
source and application of funds for such fiscal year.
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