Exhibit 3.2(s)(i)
BY-LAWS
OF
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
(A DELAWARE CORPORATION)
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ARTICLE I
Meetings of Stockholders
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SECTION 1. Annual Meeting. The annual meeting of the
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stockholders of Financial Exchange Company of Pittsburgh, Inc.
(hereinafter, the "Corporation") for the election of directors and for
the transaction of such other proper business shall be held on such
date and at such time as may be fixed by the Board of Directors or if
no date and time are so fixed on the second Tuesday in March of each
year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, at the office of the Corporation
or at such other place, and at such hour as shall be designated by the
Board of Directors, or, if no such time be fixed, then at 10:00 in the
forenoon.
SECTION 2. Special Meetings. Special meetings of the
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stockholders, unless otherwise prescribed by statute, may be called at
any time by the Board of Directors or by the holder or holders of more
than a majority of the outstanding shares of Common Stock entitled to
vote at such meeting.
SECTION 3. Notice of Meetings. Written notice of each
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meeting of the Stockholders, which shall state the place, date and
hour of the meeting and the purpose or purposes for which it is
called, shall be given not less than ten nor more than sixty days
before the date of such meeting to each stockholder entitled to vote
at such meeting, and, if mailed, it shall be deposited in the United
States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation. Any such
notice for any meeting other than the annual meeting shall indicate
that it is being issued at the direction of the Board. Whenever
notice is required to be given, a written waiver thereof signed by the
person entitled thereto, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a 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. When
a meeting is adjourned to another time or place, notice need not be
given if the time and place thereof are announced at the meeting at
which the adjournment is taken. If the adjournment is for more than
thirty days, or if after the adjournment a new record date 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 meeting.
SECTION 4. Quorum. At any meeting of the stockholders the
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holders of the majority of the shares, issued and outstanding and
entitled to vote, shall be present in person or represented by proxy
in order to constitute a quorum for the transaction of any business.
In the absence of a quorum, the holders of a majority of the shares
present in person or represented by proxy and entitled to vote may
adjourn the meeting from time to time. At any such adjourned meeting
at which a quorum may be present, the Corporation may transact any
business which might have been transacted at the original meeting.
SECTION 5. Organization. At each meeting of the
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stockholders, the Chairman of the Board, or in his absence or
inability to act, the President or, in his absence or inability to
act, a Vice President or, in his absence of inability to act, any
person chosen by the majority of those stockholders present in person
or represented by proxy shall act as chairman of the meeting. The
Secretary or, in his absence or inability to act, any person appointed
by the chairman of the meeting shall act as secretary of the meeting
and keep the minutes thereof.
SECTION 6. Order of Business. The order of business at all
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meetings of the stockholders shall be as determined by the chairman of
the meeting.
SECTION 7. Voting. Unless otherwise provided in the
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Certificate of Incorporation, and subject to statute, each stockholder
shall be entitled to one vote for each share of capital stock held by
such stockholder:
(a) on the date fixed pursuant to the provisions of
Section 5 of Article V of these By-Laws as the record date
for the determination of the stockholders to be entitled to
notice of or to vote at such meeting; or
(b) if no record date is fixed, then at the close of
business on the day next preceding the day on which notice
is given.
Each stockholder entitled to vote at any meeting of stockholders or to
express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by
proxy. Any such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated in the order of business
for so delivering such proxies. Except as otherwise required by
statute or by the Certificate of Incorporation, a majority of the
votes cast at a meeting of the stockholders shall be necessary to
authorize any corporate action to be taken by vote of the
stockholders. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question
other than the election of
directors need not be by ballot. On a vote by ballot, each ballot
shall be signed by the stockholder voting, or by his proxy if there be
such proxy, and shall state the number of shares voted.
SECTION 8. List of Stockholders. A list of the
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stockholders entitled to vote at any meeting shall 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.
SECTION 9. Inspectors. The Board may, in advance of any
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meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so
appointed or if any of them shall fail to appear or act, the chairman
of the meeting shall appoint inspectors. Each inspector, before
entering upon the discharge of his 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 shall determine the number of shares outstanding and the
voting power of each, the number of shares represented at the meeting,
the existence of a quorum, 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
chairman of the meeting or any stockholder entitled to vote thereat,
the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of
director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.
ARTICLE II
Board of Directors
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SECTION 1. General Powers. The business and affairs of the
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Corporation shall be managed by or under the direction of a Board of
Directors. The Board may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are not by
statute or the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of
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Office. The Board of Directors shall consist of at least one, but no
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more than six Directors, as determined by a majority vote of the
entire Board of Directors, which number may be increased and decreased
as provided in Section 2 of this Article. Each
director shall hold office until the annual meeting of stockholders of
the Corporation next succeeding his election or until his successor is
duly elected and qualified. Directors need not be stockholders.
The Board of Directors, by the vote of a majority of the
entire Board, may increase the number of Directors to a number not
exceeding six, and may elect Directors to fill the vacancies created
by any such increase in the number of Directors until the next annual
meeting or until their successors are duly elected and qualify. The
Board of Directors, by the vote of a majority of the entire Board, may
decrease the number of Directors to a number not less than one, but
any such decrease shall not affect the term of office of any Director.
Vacancies occurring by reason of any such increase or decrease shall
be filled in accordance with Section 13 of this Article II.
SECTION 3. Place of Meeting. The Board of Directors shall
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hold its meetings at such place, within or without the State of
Delaware, as it may from time to time determine or as shall be
specified in the notice of any such meeting.
SECTION 4. Annual Meeting. The Board shall meet for the
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purpose of organization, the election of officers and the transaction
of other business as soon as practicable after each annual meeting of
the stockholders, on the same day and at the same place where such
annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other
time or place, within or without the State of Delaware, which shall be
specified in a notice thereof given as hereinafter provided in Section
7 of this Article II.
SECTION 5. Regular Meetings. Regular meetings of the Board
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shall be held at such time as the Board may fix. If any day fixed for
a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held
on that day shall be held at the same hour on the next succeeding
business day. Notice of regular meetings of the Board need not be
given except as otherwise required by statute or these By-Laws.
SECTION 6. Special Meetings. Special meetings of the Board
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may be called by the Chairman of the Board, the President or by a
majority of the entire Board.
SECTION 7. Notice of Meetings. Notice of each special
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meeting of the Board (and of each regular meeting for which notice
shall be required) shall be given by the Secretary as hereinafter
provided in this Section 7, in which notice shall be stated the time
and place of the meeting. Except as otherwise required by these By-
laws, such notice need not state the purposes of such meeting. Notice
of each such meeting shall be mailed, postage prepaid, to each
director, addressed to him at his residence or usual place of
business, by first-class mail, at
least two (2) days before the day on which such meeting is to be held,
or shall be sent addressed to him at such place by telegraph, telex,
cable or wireless, or be delivered to him personally, by facsimile or
by telephone, at least 24 hours before the time at which such meeting
is to be held. A written waiver of notice, signed by the director
entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Notice of any such meeting need
not be given to any director who shall, either before or after the
meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack
of notice to him.
SECTION 8. Quorum and Manner of Acting. Except as
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hereinafter provided, a majority of the entire Board shall be present
in person or by means of a conference telephone or similar
communications equipment which allows all persons participating in the
meeting to hear each other at the same time at any meeting of the
Board in order to constitute a quorum for the transaction of business
at such meeting; and, except as otherwise required by statute or the
Certificate of Incorporation, the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act
of the Board. In the absence of a quorum at any meeting of the Board,
a majority of the directors present thereat may adjourn such
meeting to another time and place. Notice of the time and place of
any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless such time and
place were announced at the meeting at which the adjournment was
taken, to the other directors. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have
been transacted at the meeting as originally called. The directors
shall act only as a Board and the individual directors shall have no
power as such.
SECTION 9. Action Without a Meeting. 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 members of the Board consent thereto
in writing, and the writing or writings are filed with the minutes of
the Board.
SECTION 10. Telephonic Participation. Members of the Board
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of Directors may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same
time. Participation in such a meeting shall constitute presence in
person at such meeting.
SECTION 11. Organization. At each meeting of the Board,
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the Chairman of the Board or, in his absence or inability to act, the
President or, in his absence or inability to act, another director
chosen by a majority of the directors present
shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence or inability to act, any person appointed
by the chairman shall act as secretary of the meeting and keep the
minutes thereof.
SECTION 12. Resignations. Any director may resign at any
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time upon written notice to the Corporation. Any such resignation
shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 13. Vacancies. Vacancies and newly created
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directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. If
there are no directors in office, then a special meeting of
stockholders for the election of directors may be called and held in
the manner provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the
time outstanding having
the right to vote for such directors, summarily order an election to
be held to fill any such vacancies or newly created directorships, or
to replace the directors chosen by the directors then in office, in
the manner provided by statute. When one or more directors shall
resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office until the next election
of directors and until their successors shall be elected and
qualified.
SECTION 14. Removal of Directors. Except as otherwise
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provided in the Certificate of Incorporation or in these By-laws, any
director may be removed, either with or without cause, at any time, by
the affirmative vote of the holders of record or a majority of the
issued and outstanding stock entitled to vote for the election of
directors of the Corporation given at a special meeting of the
stockholders called and held for the purpose; and the vacancy in the
Board caused by such removal may be filled by such stockholders at
such meeting, or, if the stockholders shall fail to fill such vacancy,
as in these By-Laws provided.
SECTION 15. Compensation. The Board of Directors shall
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have authority to fix the compensation, including fees and
reimbursement of expenses, of directors for services to the
Corporation in any capacity.
ARTICLE III
Executive and Other Committees
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SECTION 1. Executive and Other Committees. The Board may,
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by resolution passed 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 the resolution shall have
and may exercise the powers of the Board 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;
provided, however, that 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
member of the Board to act at the meeting in the place of any such
absent or disqualified member. Each committee shall keep written
minutes of its proceedings and shall report such minutes
to the Board when required. All such proceedings shall be subject to
revision or alteration by the Board; provided, however, that third
parties shall not be prejudiced by such revision or alteration.
SECTION 2. General. A majority of any committee may
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determine its action and fix the time and place of its meetings,
unless the Board shall otherwise provide. Notice of such meeting
shall be given to each member of the committee in the manner provided
for in Article II, Section 7. The Board shall have any power at any
time to fill vacancies in, to change the membership of, or to dissolve
any such committee. Nothing herein shall be deemed to prevent the
Board from appointing one or more committees consisting in whole or in
part of persons who are not directors of the Corporation; provided,
however, that no such committee shall have or may exercise any
authority of the Board.
SECTION 3. Action Without a Meeting. Any action required
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or permitted to be taken by any committee at a meeting may be taken
without a meeting if all of the members of the committee consent in
writing to the adoption of the resolutions authorizing such action.
The resolutions and written consents thereto shall be filed with the
minutes of the committee.
SECTION 4. Telephone Participation. One or more members of
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a committee may participate in a meeting by means of a conference
telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence in
person at the meeting.
ARTICLE IV
Officers
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SECTION 1. Number and Qualifications. The officers of the
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Corporation shall include the Chairman of the Board, the President,
one or more Vice Presidents (including Executive Vice Presidents and
Senior Vice Presidents), the Treasurer and the Secretary. Any number
of offices may be held by the same person. Such officers shall be
elected from time to time by the Board. Each officer shall hold his
office until his successor is elected and qualified or until his
earlier resignation or removal. The Board may from time to time
elect, or delegate to the Chairman of the Board or the President the
power to appoint, such other officers (including one or more Assistant
Treasurers and one or more Assistant Secretaries) and such agents as
may be necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such duties and shall hold
their offices for such terms as may be prescribed by the Board or by
the appointing authority.
SECTION 2. Resignations. Any officer may resign at any
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time upon written notice to the Corporation. Any such resignation
shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3. Removal. Any officer or agent of the
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corporation may be removed, either with or without cause, at any time,
by the Board at any meeting of the Board or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of
the Board or the President.
SECTION 4. Vacancies. Any vacancy occurring in any office
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of the Corporation by death, resignation, removal or otherwise, shall
be filled for the unexpired portion of the term of the office which
shall be vacant, in the manner prescribed in these By-laws for the
regular election or appointment to such office.
SECTION 5. The Chairman of the Board. The Chairman of the
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Board shall have the general and active supervision and direction over
the other officers, agents and employees and shall see that their
duties are properly performed and shall be the chief executive
officer. He shall, if present, preside at each meeting of the
stockholders and of the Board and shall be an ex
officio member of all committees of the Board. He shall perform all
duties incident to the office of Chairman of the Board and such other
duties as may from time to time be assigned to him by the Board.
SECTION 6. The President. The President shall be the chief
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operating officer of the Corporation and shall have general and active
supervision and direction over the business operations and affairs of
the Corporation and over its several officers, agents and employees,
subject, however, to the direction of the Chairman of the Board and
the control of the Board of Directors. At the request of the Chairman
of the Board, or in the case of his absence or inability to act, the
President shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board. In general, the
President shall have such other powers and shall perform such other
duties as usually pertain to the office of President or as from time
to time may be assigned to him by the Board, the Chairman of the Board
or these By-Laws.
SECTION 7. Vice Presidents. Each Vice President shall have
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such powers and perform such duties as from time to time may be
assigned to him by the Board.
SECTION 8. The Treasurer. The Treasurer shall
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(a) have charge and custody of, and be responsible
for, all the funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;
(c) cause all monies and other valuables to be
deposited to the credit of the Corporation in such
depositories as may be designated by the Board;
(d) receive, and give receipts for, monies due and
payable to the Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and
supervise the investment of its funds as ordered or
authorized by the Board, taking proper vouchers therefor;
and
(f) in general, have all the powers and perform all
the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION 9. The Secretary. The Secretary shall
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(a) record the proceedings of the meetings of the
stockholders and directors in a minute book to be kept for
that purpose;
(b) see that all notices are duly given in accordance
with the provisions of these By-laws and as required by law;
(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the
Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation
under its seal;
(d) see that the books, reports, statements,
certificates and other documents and records required by law
to be kept and filed are properly kept and filed; and
(e) in general, have all the powers and perform all
the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION 10. Officers' Bonds or Other Security. The Board
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may secure the fidelity of any or all of its officers or agents by
bond or otherwise, in such amount and with such surety or sureties as
the Board may require.
SECTION 11. Compensation. The compensation of the officers
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of the Corporation for their services as such officers shall be fixed
from time to time by the Board; provided, however, that the Board may
delegate to the Chairman of the Board or the President the power to
fix the compensation of officers and agents appointed by the Chairman
of the Board or the President, as the case may be. An officer of the
Corporation shall not be prevented from receiving compensation by
reason of the fact that he is also a director of the Corporation, but
any such officer who shall also be a director (except in the event
there is only one director of the Corporation) shall not have any vote
in the determination of the amount of compensation paid to him.
ARTICLE V
Shares, etc.
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SECTION 1. Stock Certificates. Every holder of stock in
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the Corporation shall be entitled to have a certificate signed by or
in the name of the Corporation by the Chairman of the Board or the
President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary,
certifying the number of shares owned by him in the Corporation. Any
of or all the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon such certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may nevertheless be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
SECTION 2. Books of Account and Record of Stockholders.
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The books and records of the Corporation may be kept at such places,
within or without the State of Delaware, as the Board of Directors may
from time to time determine. The stock record books and the blank
stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.
SECTION 3. Transfer of Shares. Transfers of shares of
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stock of the Corporation shall be made on the stock records of the
Corporation only upon authorization by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent or
transfer clerk, and on surrender of the certificate or certificates
for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment of
all taxes thereon. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes,
including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation
may hold any such stockholder of record liable for calls and
assessments and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such shares or shares
on the part of any other person whether or not it shall have express
or other notice thereof. Whenever any transfers of shares shall be
made for collateral security and not absolutely, and both the
transferor and transferee request the Corporation to do so, such fact
shall be stated in the entry of the transfer.
SECTION 4. Regulations. The Board may make such additional
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rules and regulations, not inconsistent with these By-laws, as it may
deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the Corporation. It may appoint,
or authorize any officer or officers to appoint, one or more transfer
agents or one or more transfer clerks and one or more registrars and
may require all
certificates for shares of stock to bear the signature or signatures
of any of them.
SECTION 5. Fixing of Record Date. In order that the
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Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or
entitled 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, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.
SECTION 6. Lost, Stolen or Destroyed Stock Certificates.
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The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of such certificate, and the Corporation may
issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board may, in its discretion, require the owner of
the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient, as the
Board in its absolute discretion shall
determine, 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 such new certificate.
Anything herein to the contrary notwithstanding, the Board, in its
absolute discretion, may refuse to issue any such new certificate,
except pursuant to judicial proceedings under the laws of the State of
Delaware.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
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SECTION 1. Execution of Contracts. Except as otherwise
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required by statute, the Certificate of Incorporation or these By-
Laws, any contract or other instrument may be executed and delivered
in the name and on behalf of the Corporation by such officer or
officers (including any assistant officer) of the Corporation as the
Board may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these By-Laws, no
officer or agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit
or to render it pecuniarily liable for any purpose or to any amount.
SECTION 2. Loans. Unless the Board shall otherwise
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determine, the President or any Vice-President may effect loans and
advances at any time for the Corporation from any bank, trust company
or other institution, or from any firm, corporation or individual, and
for such loans and advances may make, execute and deliver promissory
notes, bonds or other certificates or evidences of indebtedness of the
Corporation, but no officer or officers shall mortgage, pledge,
hypothecate or transfer any securities or other property of the
Corporation other than in connection with the purchase of chattels for
use in the Corporation's operations, except when authorized by the
Board.
SECTION 3. Checks, Drafts, etc. All checks, drafts, bills
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of exchange or other orders for the payment of money out of the funds
of the Corporation, and all notes or other evidence of indebtedness of
the Corporation, shall be signed in the name and on behalf of the
Corporation by such persons and in such manner as shall from time to
time be authorized by the Board.
SECTION 4. Deposits. All funds of the Corporation not
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otherwise employed shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other
depositaries as the Board may from time designate or as may be
designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board.
For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by any
officer or agent of the Corporation.
SECTION 5. General and Special Bank Accounts. The Board
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may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other
depositaries as the Board may designate or as may be designated by any
officer or officers of the Corporation to whom such power of
designation may from time to time be delegated by the Board. The
Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these By-Laws,
as it may deem expedient.
ARTICLE VII
Offices
--------
SECTION 1. Registered Office. The registered office and
-----------------
registered agent of the Corporation will be as specified in the
Certificate of Incorporation of the Corporation.
SECTION 2. Other Offices. The Corporation may also have
-------------
such offices, both within or without the State of Delaware,
as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE VIII
Fiscal Year
------------
The fiscal year of the Corporation shall be so determined by
the Board of Directors.
ARTICLE IX
Seal
-----
The seal of the Corporation shall be circular in form, shall
bear the name of the Corporation and shall include the words and
numbers "Corporate Seal", "Delaware" and the year of incorporation.
ARTICLE X
Indemnification
----------------
SECTION 1. General. The Corporation shall indemnify any
-------
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative, or by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, in accordance with and to the full extent permitted by
statute and by the Certificate of Incorporation of the Corporation.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this
section. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these By-Laws or any agreement
or vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
SECTION 2. Insurance. The Corporation may purchase and
---------
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of statute or of this
section.
ARTICLE XI
Amendment
----------
The By-Laws may be amended, repealed or altered by vote of
the holders of a majority of the shares of stock at the time entitled
to vote in the election of directors, except as otherwise provided in
the Certificate of Incorporation. The By-
Laws may also be amended, repealed or altered by the Board of
Directors, but any By-Law adopted by the Board of Directors may be
amended, repealed or altered by the stockholders entitled to vote
thereon as herein provided.
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
(A DELAWARE CORPORATION)
ACTION TAKEN BY THE BOARD OF DIRECTORS
---------------------------------------
WITHOUT A MEETING
------------------
We, the undersigned, being all of the directors of Financial
Exchange Company of Pittsburgh, Inc., a Delaware corporation (the
"Corporation") , acting pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, do hereby waive all notice
of the time, place and purposes of the First Meeting of the Board of
Directors of the Corporation, and hereby consent and agree to the
adoption of the following resolutions:
RESOLVED, that the Organizational Action by the
Incorporator Taken Without a Meeting, dated June 11, 1990,
be, and it hereby is, in all respects approved, and that all
actions taken by the Incorporator be, and they hereby are,
in all respects, approved, ratified and confirmed; and be it
further
RESOLVED, that the By-Laws in the form adopted by the
Incorporator and inserted in the minute book of the
Corporation be, and they hereby are, in all respects
approved and adopted as and for the By-Laws of the
Corporation; and be it further
RESOLVED, that the following persons be, and they
hereby are, elected to the offices of the Corporation set
forth opposite their names, to hold office until the meeting
of the Board of Directors following the first annual meeting
of stockholders and until their
successors have been duly elected and qualified, or as
otherwise provided in the By-Laws of the Corporation:
Office Name
------ ----
Chairman of the Board Hilary B. Miller
President Edward R. Larkin
Vice President Nathan Pincus
Secretary Gregory Katz
and be it further
RESOLVED, that the proper officers of the Corporation
be, and they hereby are, authorized to open a bank account
or accounts with any bank or banks chosen at their
discretion and approved by the Board of Directors; and be it
further
RESOLVED, that the form of corporate seal, an
impression of which is affixed to the margin of this
Consent, in the form of two concentric circles and bearing
the words and figures "Financial Exchange Company of
Pittsburgh, Inc. 1990 - Delaware" be, and it hereby is,
approved and adopted as and for the corporate seal of the
Corporation; and be it further
RESOLVED, that until otherwise ordered by the Board of
Directors, the form, terms and provisions of the certificate
for shares of Common Stock of the Corporation, $.01 par
value per share (the "Common Stock"), a specimen of which
has been annexed hereto as Exhibit A, be, and it hereby is,
in all respects approved; that a certificate substantially
in such form be, and it hereby is, adopted and prescribed as
the form of certificate to represent fully paid and non-
assessable shares of the Corporation's Common Stock, and
that, until otherwise ordered, by the Board of Directors,
all such certificates representing any shares of its Common
Stock, shall be signed by its Chairman of the Board,
President or any Vice President and by its Secretary or
Treasurer with the corporate
seal of the Corporation thereunto affixed; and be it further
RESOLVED, that the Corporation sell to Monetary
Management Corporation, a Delaware corporation, One Hundred
(100) shares of its Common Stock, at a price of Ten Dollars
($10.00) per share, or an aggregate purchase price of One
Thousand Dollars ($1,000), and upon receipt of the purchase
price the Corporation shall issue such shares and when such
shares are so issued and sold, they shall be fully paid and
non-assessable and in respect of which the holder thereof
shall not be liable for any further payments or assessments;
and be it further
RESOLVED, that the office of the Corporation Service
Company, 1013 Centre Road, City of Wilmington, County of New
Castle, State of Delaware, be, and it hereby is, designated
as the registered office of the Corporation within the State
of Delaware, and that the Corporation Service Company be,
and it hereby is, appointed the resident agent of the
Corporation in charge of the registered office and the agent
upon whom process against the Corporation may be served in
accordance with the laws of Delaware; and be it further
RESOLVED, that for the purpose of authorizing the
Corporation to qualify to do business as a foreign
corporation in any state, territory or dependency of the
United States or in any foreign country in which, in the
determination of the Board of Directors, it is necessary or
expedient for the Corporation to so qualify to transact
business, the proper officers of the Corporation be, and
they hereby are, authorized to appoint and substitute all
necessary agents or attorneys for service of process, to
designate and change the location of all necessary statutory
offices and, under the corporate seal, to make and file all
necessary certificates, reports, powers of attorney and
other instruments as may be required by the laws of such
state, territory, dependency, country or association of
countries to authorize the Corporation to transact business
therein and withdraw therefrom, to revoke any appointment of
agent or attorney for service of revocation of appointment,
surrender of authority, or other instrument as may be
necessary to terminate the authority of the Corporation to
do business in any such state, territory, dependency,
country or
association of countries, and that the appropriate officers
take such action as may be required to so qualify the
Corporation to do business in any states where its
applications to do business are granted; and be it further
RESOLVED, that the proper officers of the Corporation
be, and they hereby are, authorized and directed to take all
such further action and to execute and deliver all such
further agreements, instruments and documents in the name
and on behalf of the Corporation and under its corporate
seal or otherwise and to pay all such expenses and taxes, as
in their judgment shall be necessary, proper and advisable
in order fully to carry out the intent and accomplish the
purposes of all the foregoing resolutions, and each of them.
This Consent may be executed in counterparts, all of which
taken together shall constitute one and the same instrument.
IN Witness WHEREOF, we have executed this Consent as of the 11th day
of June, 1990.
/s/ Hilary B. Miller
----------------------------------------
Hilary B. Miller
/s/ Edward R. Larkin
----------------------------------------
Edward R. Larkin
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