Exhibit 3.2(q)(i)
CODE OF REGULATIONS
OF
FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
(an Ohio corporation)
ARTICLE I
OFFICES
SECTION 1. OFFICES. The Corporation shall maintain its
registered office in the State of Ohio, 21 East State Street, City of
Columbus, and its resident agent at such address is the United States
Corporation Company. The Corporation may also have offices in such
other places in the United States or elsewhere as the Board of
Directors may, from time, appoint or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual Meetings of
stockholders for the election of directors and for such other business
as properly may be conducted at such meetings shall be held at such
place, either within or without the State of Ohio, and at such time
and date as the Board of Directors shall determine by resolution and
set forth in the notice of the meeting. In the event that the Board
of Directors fails to so
determine the time, date and place for the annual meeting, it shall be
held, beginning in 1979, at the principal office of the Corporation at
10 o'clock A.M. on the first Monday of the fourth month following the
close of the fiscal year of the Corporation.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose may be called by the Chairman of the
Board, the President or by resolution of the Board of Directors and
shall be called by the President upon the written request of not less
than 25% in interest of the stockholders entitled to vote thereat.
Notice of each special meeting shall be given according to Section 3
of this Article II.
SECTION 3. NOTICE OF MEETINGS. Written notice of any
meeting of the stockholders of the Corporation, in which the purpose,
place, date and time of the meeting are set forth, shall be mailed to
or delivered to each stockholder of record entitled to vote thereat.
Such notice shall be given not less than seven (7) days nor more than
sixty (60) days before the date of any such meeting. Except where
prohibited by law, the Corporation's Articles of Incorporation or
these Regulations, business not set forth in the notice of meeting may
also be transacted at such meeting, provided only that such business
properly comes before the meeting.
SECTION 4. QUORUM. Except as otherwise required by law or
the Corporation's Articles of Incorporation, the presence,
in person or by proxy, at any meeting of the stockholders of the
Corporation, of stockholders holding a majority of the outstanding
stock of the Corporation entitled to vote thereat shall constitute a
quorum thereof.
SECTION 5. VOTING. Each holder of the Common Stock of the
Corporation shall be entitled to one (1) vote, in person or by proxy,
for each share of stock held by him, on all matters to come before the
stockholders provided, however, that only those shares which are fully
paid and non-assessable shall be entitled to vote. Upon the demand of
any stockholder entitled to vote at any meeting, the vote upon any
question before such meeting shall be by written ballot. All
elections of directors shall be decided by plurality vote. Unless
otherwise provided by law, if notice in writing is given by any
stockholder to the President, a Vice-President, or the Secretary of
the Corporation, not less than forty-eight (48) hours before the time
fixed for holding a meeting of the stockholders for the purpose of
electing directors if notice of such meeting has been given at least
ten (10) days prior thereto, and otherwise not less than twenty-four
(24) hours before such time, that he desires that the voting at such
election shall be cumulative, and if an announcement of the giving of
such notice is made upon the convening of the meeting by the Chairman
or Secretary or by or on behalf of the stockholder giving such notice,
each stockholder has the right to
cumulate such voting power as he possesses and to give one candidate
as many votes as the number of directors to be elected multiplied by
the number of his votes equals, or to distribute his vote on the same
principle among two or more candidates, as he sees fit. All other
questions shall be decided by majority vote, unless otherwise required
by these Regulations, the Corporation's Articles of Incorporation or
law.
SECTION 6. INSPECTORS. The Directors, in advance of any
meeting of stockholders, may appoint inspectors of election to act at
such meeting or any adjournment thereof, and if inspectors are not so
appointed, the Chairman presiding at any meeting of stockholders may,
and on the request of any stockholder or his proxy shall, in his
discretion, appoint one or more persons to act as inspectors or
tellers, to receive, canvass and report the votes cast by the
stockholders at such meeting, but no candidate for the office of
director shall be appointed as inspector or teller at any meeting for
the election of directors.
SECTION 7. CHAIRMAN OF MEETINGS. The Chairman of the Board
of Directors of the Corporation, if one be elected, or, in his absence
or disability or the vacancy of such office, the President of the
Corporation shall preside at all meetings of the stockholders.
SECTION 8. SECRETARY OF MEETING. The Secretary of the
Corporation shall act as Secretary of all meetings of the
stockholders, and, in his absence, the Chairman of the Board of
Directors, if one be elected, or the President shall appoint a person
to act as Secretary of such meetings.
SECTION 9. LISTS OF STOCKHOLDERS. A complete list of the
stockholders entitled to vote at any meeting of the stockholders,
arranged in alphabetical order, with the address of each and the
number and class of shares held by each, shall be produced at such
meeting upon request of any stockholder for any purpose germane to the
meeting.
SECTION 10. ACTION WITHOUT MEETING. Whenever stockholders
are required or permitted to take any action by vote, such action may
be taken without a meeting or written consent, setting forth the
action so taken, signed by the holders of all outstanding shares
entitled to vote thereon.
SECTION 11. ADJOURNMENT. At any meeting of stockholders of
the Corporation, if less than a quorum be present, a majority of the
stockholders entitled to vote at the meeting, present in person or by
proxy, shall have the power to adjourn the meeting to another time,
place and date without notice other than by announcement at the
meeting so adjourned. Any business may be transacted at the meeting
originally noticed, but only those stockholders entitled to vote at
the meeting originally noticed shall be entitled to vote at any
adjourned meeting. If the adjournment is for more than thirty (30)
days
from the date of the meeting originally noticed, or if a new record
date, as provided for in Section 5 of Article V of these Regulations,
is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the
adjourned meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. The property, business and affairs of
the Corporation shall be managed and controlled by its Board of
Directors. The Board shall exercise all of the powers of the
Corporation except such as are by law, the Corporation's Articles of
Incorporation or these Regulations conferred upon or reserved to the
stockholders.
SECTION 2. NUMBER AND TERM. The number of directors shall
not be less than three (3) or, if not so fixed, shall be three (3),
provided that where all shares of the Corporation are owned of record
by one or two stockholders, the number of directors may be less than
three (3) but less than the number of stockholders. Initially, the
number of directors shall be three. The Board of Directors shall be
elected by the stockholders at their annual meeting, and each director
shall be elected to serve for the term of one (1) year and until his
successor shall be elected and qualified or until his earlier death,
resignation or
removal. This election need not be by written ballot. Directors need
not be stockholders.
SECTION 3. RESIGNATIONS. Any director or member of a
committee of the Board may resign at any time. Such resignation shall
be made in writing, and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.
SECTION 4. REMOVAL. Any director or the entire Board of
Directors may be removed either for or without cause at any time by
the affirmative vote of the holders of a majority of all the shares of
stock outstanding and entitled to vote for the election of directors
at any annual or special meeting of the stockholders called for that
purpose, provided that unless all the directors, or all the directors
of a particular class, if any, are removed, no individual director
shall be removed in case the votes of a sufficient number of shares
are cast against his removal which, if cumulatively voted at an
election of all the directors, or all the directors of a particular
class as the case may be, would be sufficient to elect at least one
(1) director. Vacancies thus created may be filled at the meeting
held for the purpose of removal by the affirmative vote of a majority
of the stockholders entitled to vote for directors, or if not so
filled, by the directors as provided in Section 5 of this Article III.
SECTION 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Vacancies in the office of any director or member of a committee of
the Board of Directors and newly created directorships may be filled
by a majority vote of the remaining directors in office. Any director
so chosen shall hold office for the unexpired term of his predecessor
and until his successor shall be elected and qualified by electing the
director so removed.
SECTION 6. MEETINGS. The newly elected directors shall
hold their first meeting to organize the Corporation, elect officers
and transact any other proper business. An annual organizational
meeting of the Board of Directors shall be held immediately after each
annual meeting of the stockholders, or at such time and place as may
be noticed for meeting.
Regular meetings of the directors may be held at the office
of the Corporation or at such places and times as shall be determined
from time to time by resolution of the directors.
Special meetings of the Board shall be called by the
Chairman of the Board or the President or upon the written request of
any two (2) directors with at least two days' notice to each director
and shall be held at such place or places as may be determined by the
directors or as shall be stated in the notice of the meeting.
Members of the Board, or any committee designated by the
Board, if any, may participate in a meeting of the Board, or
any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
SECTION 7. QUORUM, VOTING AND ADJOURNMENT. A majority of
the entire number of directors or of any committee of the Board shall
constitute a quorum for the transaction of business at any meeting of
the Board or committee, as the case may be. At any meeting of the
Board or any committee of the Board, if less than a quorum be present,
a majority of the Directors or committee members present may adjourn
the meeting from time to time until a quorum is present. No notice of
such adjourned meeting need be given other than by announcement at the
meeting so adjourned. The vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the
Board.
SECTION 8. COMMITTEES. The Board of Directors may, by
resolution or resolutions passed by a majority of the Board, designate
one or more committees, including but not limited to an Executive
Committee and an Audit Committee, each such committee to consist of
not less than three (3) directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee,
to replace any absent or
disqualified member at any meeting of the committee. Any such
committee, to the extent specified by resolution of the Board, may
have and exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers
which may require it; but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation of
the Corporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease, or exchange of all
or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, filling vacancies among the directors or
in any committee of directors, or amending these Regulations and,
unless the enabling resolution of the Board expressly so provides, no
such committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock of the Corporation. All
committees of the Board shall report their proceedings to the Board
when required.
SECTION 9. ACTION WITHOUT A MEETING. Any action required
or permitted to be taken at any meeting of the Board of Directors or
of any committee of the Board may be taken without notice and without
a meeting if all members of the Board or committee, as the case may
be, consent to the action in writing.
SECTION 10. COMPENSATION. Directors shall be entitled to
receive and be paid for their services such compensation as the Board
of Directors may determine. Any director may serve the Corporation in
any other capacity as an officer, agent or otherwise, and receive
compensation therefor.
SECTION 11. CORPORATE BOOKS. The Directors may keep the
books of the Corporation, except such as are required by law to be
kept within the state, outside the State of Ohio, at such place or
places as they may from time to time determine.
SECTION 12. BYLAWS. Except where prohibited by law, the
Board of Directors, for their own government, may adopt By-laws not
inconsistent with the Articles of Incorporation or these Regulations.
ARTICLE IV
OFFICERS
SECTION 1. The officers of the Corporation shall be a
President, a Treasurer and a Secretary, all of whom shall be elected
by the Board of Directors and who shall hold office for a term of one
year and until their successors are elected and qualified or until
their earlier resignation or removal. In addition, the Board of
Directors may elect a Chairman of the Board, one or more Vice
Presidents, including an Executive Vice President, one or more
Assistant Treasurers and one or more
Assistant Secretaries, who shall hold their office for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors. The initial
officers shall be elected at the first meeting of the Board of
Directors and, thereafter, at the annual organizational meeting of the
Board held after each annual meeting of the stockholders. Any number
of offices may be held by the same person, except that the office of
President and Secretary must be held by different persons.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of
Directors may appoint such other officers and agents as it deems
advisable, who shall hold their office for such terms and shall
exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the Board of
Directors, if one be elected, must be a director of the Corporation,
shall preside at all meetings of the Board of Directors and of the
stockholders and shall have such powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
SECTION 4. PRESIDENT. The President shall be the Chief
Executive Officer of the Corporation. He shall exercise such duties
as customarily pertain to the office of President and Chief Executive
Officer, and shall have general and active
management of the property, business and affairs of the Corporation,
subject to the supervision and control of the directors and, if there
be any, the Executive Committee of the Board. He shall perform such
other duties as prescribed from time to time by the Board, the
Executive Committee of the Board, if any, or these Regulations.
In the absence, disability or refusal of the Chairman of the
Board to act, or the vacancy of such office, the President shall
preside at all meetings of the stockholders and, if he is a director,
of the Board of Directors. Except as the Board of Directors shall
authorize the execution thereof in some other manner, the President
shall execute mortgages and other contracts on behalf of the
Corporation, and shall cause the seal to be affixed to any instrument
requiring it and, when so affixed, the seal shall be attested by the
signature of the Secretary or the Treasurer or an Assistant Secretary
or an Assistant Treasurer.
SECTION 5. VICE PRESIDENTS. Each Vice President (of whom
one or more may be designated an Executive Vice President) shall have
such powers and shall perform such duties as shall be assigned to him
by the President or the Board of Directors.
SECTION 6. TREASURER. The Treasurer shall have the custody
of the corporate funds, securities, evidences of indebtedness and
other valuables of the Corporation and shall keep full and accurate
account of receipts and disbursements in
books belonging to the Corporation. He shall deposit all moneys 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, or the President. He shall
render to the President and Board of Directors, upon their request, a
report 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.
SECTION 7. SECRETARY. The Secretary will be the chief
administrative officer of the Corporation; cause minutes of all
meetings of the shareholders and directors to be recorded and kept;
cause all notices required by these Regulations or otherwise to be
given properly; see that the minute books, stock books, and other
non-financial books, records and papers of the Corporation are kept
properly; and cause all reports, statements, returns, certificates and
other documents to be prepared and filed when and as required.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
Each Assistant Treasurer and each Assistant Secretary, if any be
elected, shall be vested with all the powers
and shall perform all the duties of the Treasurer and Secretary,
respectively, in the absence or disability of such officer, unless or
until the Board of Directors shall otherwise determine. In addition,
Assistant Treasurers and Assistant Secretaries shall have such powers
and shall perform such duties as shall be assigned to them by the
Board.
SECTION 9. CORPORATE FUNDS AND CHECKS. The funds of the
Corporation shall be kept in such depositories as shall from time to
time be prescribed by the Board of Directors or the Executive
Committee of the Board, if any. All checks or other orders for the
payment of money shall be signed by the President or the Treasurer or
such other person or agent as may from time to time be authorized by
the Board of Directors or the Executive Committee of the Board, if
any, with such countersignature, if any, as may be required by the
Board of Directors or the Executive Committee of the Board, if any.
SECTION 10. CONTRACTS AND OTHER DOCUMENTS. The President
or Treasurer, or such other officer or officers as may from time to
time be authorized by the Board of Directors or the Executive
Committee of the Board, if any, shall have power to sign and execute
on behalf of the Corporation deeds, conveyances and contracts, and any
and all other documents requiring execution by the Corporation.
SECTION 11. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The
President or the Treasurer, or such other officer or person as shall
be authorized by the Board of Directors or the Executive Committee of
the Board, if any, shall have power and authority on behalf of the
Corporation to attend and to vote at any meeting of the stockholders
of any corporation in which this Corporation may hold stock; may
exercise on behalf of this Corporation any and all of the rights and
powers incident to the ownership of such stock at any such meeting;
and shall have power and authority to execute and deliver proxies and
consents on behalf of this Corporation in connection with the exercise
by this Corporation of the rights and powers incident to the ownership
of such stock.
SECTION 12. DELEGATION OF DUTIES. The Board of Directors
may delegate to another officer or director, the powers or duties of
any officer, in case of such officer's absence, disability or refusal
to exercise such powers or perform such duties.
SECTION 13. RESIGNATION AND REMOVAL. Any officer of the
Corporation may be removed from office for or without cause at any
time by the Board of Directors. Any officer may resign at any time in
the same manner prescribed for the resignation of directors of the
Corporation and as set forth in Section 3 of Article III of these
Regulations.
SECTION 14. VACANCIES. In case any office shall become
vacant, the Board of Directors shall have power to fill such vacancy.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK. Each certificate for
stock of the Corporation shall state that the corporation is organized
under the laws of the State of Ohio; shall state the name of the
person to whom the shares represented by the certificate are issued;
shall state the number of shares represented by the certificate; shall
be numbered and shall be in such form as the Board of Directors may,
from time to time, prescribe; shall be signed by the Chairman of the
Board, if one be elected, or the President or a Vice President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary (or shall clear the facsimile signatures of such
officers); and shall be issued to each stockholder to evidence the
number and class of shares of stock in the Corporation owned by him.
The Board of Directors shall have power to appoint one or more
transfer agents and/or registrars for the transfer and/or registration
of certificates of stock of any class, and may require that stock
certificates shall be
countersigned and/or registered by one or more of such transfer agents
and/or registrars.
SECTION 2. TRANSFER OF SHARES. The shares of stock of the
Corporation shall be transferable only upon its books by the holders
thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person
in charge of the stock and transfer books and ledgers, or to such
person as the Board of Directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made
for collateral security, and not absolutely, it shall be so expressed
in the entry of the transfer. The Board shall have power and
authority to make all such rules and regulations as it may deem
necessary or proper concerning the issue, transfer and registration of
all or any certificates for shares of stock of the Corporation.
SECTION 3. LOST CERTIFICATES. A new certificate of stock
may be issued in the place of any certificate previously issued by the
Corporation, alleged to have been lost, stolen, destroyed or
mutilated, and the Board of Directors may, in their discretion,
require the owner of the lost, stolen, destroyed or mutilated
certificate, or his legal representatives, to give the
Corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss
or mutilation of any such certificate, or the issuance of any such new
certificate.
SECTION 4. STOCKHOLDERS OF RECORD. The Corporation shall
be entitled to treat the holder of record of any share or shares of
stock as the holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or interest in such shares
on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise expressly provided by
law.
SECTION 5. STOCKHOLDERS RECORD DATE. In order that the
Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date,
which shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor more than the sixty (60) days
prior to any other action. 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.
SECTION 6. DIVIDENDS. Subject to the provisions of the
Articles of Incorporation, the Board of Directors may at any regular
or special meeting, Out of funds legally available therefor, declare
dividends upon the stock of the Corporation as and when they deem
expedient. Before declaring any dividend there may be set apart, out
of any funds of the Corporation available for dividends, such sum or
sums as the directors from time to time in their discretion deem
proper for working capital or as a reserve fund to meet contingencies
or for equalizing dividends of for such other purposes as the
directors shall deem conducive to the interests of the Corporation.
ARTICLE VI
NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE. Whenever any written notice is required
to be given by law, the Articles of Incorporation of the Corporation,
the By-laws, if any, or these Regulations, such notice, if mailed,
shall be deemed to be sufficiently given if it is written or printed
and deposited in the United States mail, postage prepaid, addressed to
the person entitled to such notice
at his address as it appears on the books and records of the
Corporation. Such notice may also be sent by telegram. The mailing
of such notice or posting of such telegram, as the case may be, shall
constitute due notice, which shall be deemed to have been given on the
day of such mailing or posting.
SECTION 2. WAIVER OF NOTICE. Whenever any notice is
required to be given by law, the Articles of Incorporation of the
Corporation, the By-laws, if any, or these Regulations, a written
waiver of notice signed by the person entitled to notice, whether
before or after the time stated in the notice, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, unless the person
attends the meeting for the express purpose of objecting, at the
beginning of the meeting, 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, any meeting of the
stockholders, directors, or members of a committee of the Board need
be specified in any written waiver of notice.
ARTICLE VII
AMENDMENT OF REGULATIONS
SECTION 1. AMENDMENTS. These Regulations may be amended or
repealed or new Regulations may be adopted by the affirmative vote of
a majority of the Board of Directors at any
regular or special meeting of the Board. If any Regulation regulating
an impending election of directors is adopted, amended or repealed by
the Board, there shall be set forth in the notice of the next meeting
of shareholders for the election of directors the Regulation(s) so
adopted, amended, or repealed, together with a precise statement of
the changes made. Regulations adopted by Board of Directors may be
amended or repealed by shareholders.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 1. SEAL. The seal of the Corporation shall be
circular in form and shall contain the words "FINANCIAL EXCHANGE
COMPANY OF OHIO, INC." on the circumference thereof and the words
"Corporate Seal, Ohio, 1978" in the center thereof.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation
shall end on December 31st of each year, or such other twelve
consecutive months as the Board of Directors may designate.
SECTION 3. INDEMNIFICATION. The Corporation shall, to the
fullest extent permitted by the General Corporation Law of the State
of Ohio, indemnify members of the Board and may, if authorized by the
Board, indemnify its officers and any and all persons whom it shall
have power to indemnify against any and all expenses, liabilities or
other matters.
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