Exhibit 3.2(r)(i)
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
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BY-LAWS
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ARTICLE I
OFFICES
Section 1. The registered office shall be located in the
City of Broomall, Commonwealth of Pennsylvania.
Section 2. The corporation may also have offices at such
other places both within and without the Commonwealth of Pennsylvania
as the board of directors may from time to time determine or the
business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held
at such place within or without the Commonwealth, as may be from time
to time fixed or determined by the board of directors. One or more
shareholders may participate in a meeting of the shareholders by means
of conference telephone or similar communications equipment by means
of which all persons participating in the meeting may hear each other.
Section 2. An annual meeting of the shareholders,
commencing with the year 1998, shall be held on the 2nd Tuesday of May
if not a legal holiday and, if a legal holiday, then on the next
secular day following at 2:00 P.M., when 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. Special meetings of the shareholders, for any
Purpose or purposes, unless otherwise prescribed by statute or by the
articles of Incorporation, may be called at any time by the chairman
of the board, the president, or a majority of the board of directors,
or the holders of not less than one-fifth of all the shares issued and
outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such
request shall state the purpose or purposes of the proposed meeting.
Upon receipt of any such request, it shall be the duty of the
secretary to call a special meeting of the shareholders to be held at
such time, not more than sixty days thereafter, as the secretary may
fix. If the secretary shall neglect to issue such call, the person or
persons making the request may issue the call.
Section 4. Written notice of every meeting of the
shareholders, specifying the place, date and hour and the general
nature of the business of the meeting, shall be served upon or mailed,
postage prepaid, at least five days prior to the meeting, unless a
greater period of notice is required by statute, to each shareholder
entitled to vote thereat.
Section 5. The officer having charge of the transfer books
for shares of the corporation shall prepare and make at
least five days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the address and the number of shares held by
each which list shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholder at
any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the whole time
of the meeting.
Section 6. Business transacted at all special meetings of
shareholders shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the issued and
outstanding shares entitled to vote, present in person or represented
by proxy, shall be requisite and 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
or by these by-laws. If, however, any meeting of shareholders cannot
be organized because a quorum has not attended, the shareholders
entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting
to such time and place as they may determine, but in the case of any
meeting
called for the election of directors such meeting may be adjourned
only from day to day or for such longer periods not exceeding fifteen
days each as the holders of a majority of the shares present in person
or by proxy shall direct, and those who attend the second of such
adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or represented
any business may be transacted which might have been transacted at the
meeting as originally notified.
Section 8. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares having
voting powers, present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is one
upon which, by express provision of the statutes or of the articles of
Incorporation or of these by-laws, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 9. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each
share having voting power held by such shareholder, but no proxy shall
be vetoed on after three years from its date, unless coupled with an
interest, and, except where the transfer
books of the corporation have been closed or a date has been fixed as
a record date for the determination of its shareholders entitled to
vote, transferees of shares which are transferred on the books of the
corporation within ten days next preceding the date of such meeting
shall not be entitled to vote at such meeting.
Section 10. In advance of any meeting of shareholders, the
board of directors may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof. If
judges of election be not so appointed, the chairman of any such
meeting may, and on the request of any shareholder or his proxy shall,
make such appointment at the meeting. The number of judges shall be
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present and entitled
to vote shall determine whether one or three judges are to be
appointed. No person who is a candidate for office shall act as a
judge. The judges of election shall do all such acts as may be proper
to conduct the election or vote with fairness to all shareholders, and
shall make a written report of any matter determined by them and
execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder or his proxy. If there be
three judges of election the decision, act or
certificate of a majority, shall be effected in all respects as the
decision, act or certificate of all.
Section 11. Any action which may be taken at a meeting of
the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of
the shareholders who would be entitled to vote at a meeting for such
purpose and shall be filed with the secretary of the corporation.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole board shall be three (3). The directors shall be elected at
the annual meeting of the shareholders, except as provided in Section
2 of this article, and each director shall hold office until his
successor is elected and qualified. Directors need not be
shareholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
shall be filled by a majority of the remaining number of the board,
though less than a quorum and each person so elected shall be a
director until his successor is elected by the shareholders, who may
make such election at the next annual meeting of the shareholders or
at any special meeting duly called for that purpose and held prior
thereto.
Section 3. The business of the corporation shall be managed
by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by
statute or by the articles of incorporation or by these by-laws
directed or required to be exercised and done by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may
hold meetings, both regular and special, either within or without the
Commonwealth of Pennsylvania. One or more directors may participate
in a meeting of the board or of a committee of the board by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by
the shareholders at the meeting at which such directors were elected
and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a
majority of the whole board shall be present. In the event of the
failure of the shareholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time and place as shall
be specified in a notice given as hereinafter provided for such
meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may
be held without notice at such time and at such place as shall from
time to time be determined by resolution of at least a majority of the
board at a duly convened meeting, or by unanimous written consent.
Section 7. Special meetings of the board may be called by
the chairman of the board or the president on one day notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the chairman of the board, the president
or the secretary In like manner and on like notice on the written
request of two directors.
Section 8. At all meetings of the board a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the directors
present at a meeting at which a quorum is present shall be the acts of
the board of directors, except as may be otherwise specifically
provided by statute or by the articles of incorporation. 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 9. If all the directors shall severally or
collectively consent in writing to any action to be taken by the
corporation, such action shall be as valid a corporate action as
though it had been authorized at a meeting of the board of directors.
COMMITTEES
Section 10. The board of directors may, by resolution
adopted by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors
of the corporation. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee to the extent provided in such resolution or in these by-
laws, shall have and exercise the authority of the board of directors
in the management of the business and affairs of the corporation. In
the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the meeting
in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and
report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. Directors, as such, shall not receive any
stated compensation for their services but, by resolution of the
board, a fixed sum, and expenses of attendance if any, may be allowed
for attendance at each regular or special meeting of the board or at
meetings of the executive committee; provided that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be
in writing and delivered personally or mailed to the directors or
shareholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time
when the same shall be mailed. Notice to directors may also be given
by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the articles of
incorporation or of these by-laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the board of directors and shall be a chairman of the board, a
president, a vice-president, a secretary, a controller and a
treasurer. The president and secretary shall be natural persons of
full age; the treasurer may be a corporation but, if a natural person,
shall be of full age. The board of directors may also choose
additional vice-presidents and one or more assistant secretaries and
assistant treasurers. Any number of the aforesaid offices may be held
by the same person.
Section 2. The board of directors, immediately after each
annual meeting of shareholders, shall elect a chairman of the board
and a president, and the board shall also annually choose a vice-
president, a secretary and a treasurer who need not be members of the
board.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.
Section 4. The officers of the corporation shall hold
office untIl their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any
time by the affirmative vote of the majority of the board of
directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.
CHAIRMAN OF THE BOARD
Section 5. The chairman of the board shall be chief
executive officer of the corporation, must be a director of the
corporation, shall preside at all meetings of the board of directors
and of the shareholders and 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.
THE PRESIDENT
Section 6. The president shall be the chief operating
officer of the corporation, must be a director of the corporation, 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 or the chairman
of the board. In the absence of the chairman of the board he shall
preside at meetings of the board of directors and of the shareholders.
Section 7. The chairman of the board and the president may
each 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, shall perform such duties and have such
powers as the board of directors or the chairman of the board 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 shareholders and of the board
of directors in a book to be kept for that purpose and shall perform
like duties for the executive committee 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 the
chairman of the board, under whose supervision he shall be. He shall
keep in safe custody the seal of the corporation and, when authorized
by the board of directors, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his
signature or by the signature of an assistant secretary.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the
board of directors or the chairman of the board, shall, in the absence
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 or the chairman of the board 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 procer vouchers
for such disbursements, and shall render to he chairman of the board,
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 or the chairman of the board may from time to time
prescribe.
CONTROLLER
Section 15. The Controller shall act as the principal
accounting officer of the corporation in charge of general accounting
books and accounting records and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the corporation
shall be numbered and registered in a share register as they are Is
sued. They shall exhibit the name of the registered holder and the
number and class of shares and the series, if any, represented thereby
and the par value of each share or a statement that such shares are
without par value as the case may be. If more than one class of
shares is authorized, the certIficate shall state that the corporation
will furnish to any shareholder, upon request and without charge a
full or summary statement of the designatIons, preferences,
limitations, and relative rights of the shares of each class
authorized to be issued, and the variations thereof between the shares
of each series, and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.
Section 2. Every share certificate shall be signed by the
chairman of the board, the president or vice-president and the
secretary or an assistant secretary or the treasurer or an assistant
treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.
Section 3. Where a certificate is signed by a transfer
agent or an assistant transfer agent or a registrar, the signature of
any such chairman of the board, president, vice-president, treasurer,
assistant treasurer, secretary or assistant
secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on,
any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered
by the corporation such certificate or certificates may nevertheless
be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not
ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
Section 4. The board of directors shall direct a new
certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have
been lost, destroyed or wrongfully taken, upon the making of an
affidavit of that fact by the person claiming the share certIficate to
be lost, destroyed or wrongfully taken. When authorizing such issue
of a new certificate or certificates, the board of directors may, in
its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representatives to advertise
the same in such manner as it shall require and give the corporation a
bond in such sum
as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or
certificates alleged to have been lost, destroyed or wrongfully taken.
TRANSFERS OF SHARES
Section 5. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of success ion, assignment
or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 6. The board of directors may fix a time, not more
than fifty days, prior to the date of any meeting of shareholders or
the date fixed for the payment of any dividend or distribution or the
date for the allotment of rights or the date when any change or
conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to
notice of and to vote at any such meeting or entitled to receive
payment of any such dividend or distribution or to receive any such
allotment of rights or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case only such
shareholders as shall
be shareholders of record on the date so fixed shall be entitled to
notIce of and to vote at such meeting or to receive payment of such
dividend or to receive such allotment of rights or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares
on the books of the corporation after any record date so fixed. The
board of directors may close the books of the corporation against
transfers of shares during the whole or any part of such period and in
such case written or printed notice thereof shall be mailed at least
ten days before the closing thereof to each shareholder of record at
the address appearing on the records of the corporation or supplied by
him to the corporation for the purpose of notice.
REGISTERED SHAREHOLDERS
Section 7. The corporation shall be entitled to treat the
holder of record of any share or shares as the holder in fact thereof
and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, and shall not
be liable for any registration or transfer of shares which are
registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such
facts that its participation therein amounts to bad faith.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 8. Dividends upon the shares of the corporation,
subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property
or in its shares, subject to the provisions of the articles of
incorporation.
Section 9. 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 directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintainIng any property of the corporation, or for such other purpose
as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve
in the manner in which it was created.
FINANCIAL REPORT TO SHAREHOLDERS
Section 10. The directors shall not be required to send, or
cause to be sent, to the shareholders, a financial report as of the
closing date of the preceding fiscal year.
CHECKS
Section 11. 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 12. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 13. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the
words "Corporate Seal, Pennsylvania". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
ARTICLE VIII
AMENDMENTS
Section 14. These by-laws may be altered, amended or
repealed by a majority vote of the shareholders entitled to vote
thereon at any regular or special meeting duly convened after notice
to the shareholders of that purpose or by a majority vote of the
members of the board of directors at any regular or special meeting
duly convened after notice to the directors of that purpose, subject
always to the power of the shareholders to change such action by the
directors.
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