Exhibit 3.2(t)(i)
BY-LAWS OF
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, 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 VIRGINIA, INC.
(hereinafter referred to as the "Corporation") for the election of
directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at
such time as may be fixed by the Board of Directors (hereinafter
referred to as the "Board") 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 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, or, if no such time be fixed,
then at 10:00 o'clock 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 or by the holder or holders on the date of the
call of not less than a majority of the issued
and outstanding shares of Common Stock entitled to vote at such
special meeting.
SECTION 3. Notice of Meetings. Notice of the place, date
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and hour of each annual and special meeting of the stockholders and
the purpose or purposes thereof shall be given personally or by mail
in a postage prepaid envelope, not less than ten or 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 directed to such
stockholder at his address as it appears on the record of
stockholders, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some
other address. Any such notice for any meeting other than the annual
meeting shall indicate that it is being issued at the direction of the
Board. Notice of any meeting of stockholders shall not be required to
be given to any stockholder who shall attend such meeting in person or
by proxy and shall not, prior to the conclusion of such meeting,
protest the lack of notice thereof, or who shall, either before or
after the meeting, submit a signed waiver of notice, in person or by
proxy. Unless the Board shall fix a new record date for an adjourned
meeting, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were announced
at the meeting at which the adjournment is taken.
SECTION 4. Quorum. At all meetings of the stockholders the
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holders of the majority of the shares of Common Stock of the
Corporation, issued and outstanding and entitled to vote, shall be
present in person or by proxy to constitute a quorum for the
transaction of business. In the absence of a quorum, the holders of a
majority of the shares of Common Stock present in person or 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 any
business may be transacted which might have been transacted at the
meeting as originally called.
SECTION 5. Organization. At each meeting of the
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stockholders, the President or in his absence any Vice President of
the Corporation, shall act as chairman of the meeting or, if no one of
the foregoing officers is present, a chairman shall be chosen at the
meeting by the stockholders. The Secretary, or in his absence or
inability to act, the person whom the chairman of the meeting shall
appoint secretary 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. Except as otherwise provided by statute
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or the Certificate of Incorporation, each holder of record of shares
of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to one vote for
every share of such stock standing in his name on the record of
stockholders of the Corporation:
(a) on the date fixed pursuant to the
provisions of Section 5 of Article IV of these By-
Laws as the record date for the determination of
the stockholders who shall be entitled to notice
of and to vote at such meeting; or
(b) if such record date shall not have been
so fixed, then at the close of business on the day
next preceding the day on which notice thereof
shall be given.
Each stockholder entitled to vote at any meeting of stock- holders may
authorize another person or persons to act for him by a proxy signed
by such stockholder or his attorney-in-fact. 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, any corporate action to be taken by vote of the
stockholders shall require the vote of a majority of the votes cast at
a meeting of the holders of the Common Stock of the Corporation
entitled to vote thereon. Unless required by statute, or determined
by the chairman of the meeting
to be advisable, the vote on any question 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 stockholders as
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of the record date, certified by the Secretary of the Corporation or
by the transfer agent for the Corporation, shall be produced at any
meeting of the Stockholders upon the request of any stockholder made
at or prior to such meeting.
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,
request 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.
SECTION 10. Consent of Stockholders in Lieu of Meeting.
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Any action required or permitted to be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders, if any, who have not consented in writing.
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 under the direction of the Board. 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, Increase or Decrease Thereto and Term of
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Office. The Board of Directors shall consist of at least two (2), but
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no more than five (5) 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 five (5), 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 two (2), 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. Meetings of the Board shall
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be held at the principal office of the Corporation in the State of
Delaware or at such other place, within or without such state, as the
Board 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 Meeting. 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 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 days before the day on
which such meeting is to be held, or shall be sent addressed to him at
such place by facsimile telegraph, telex, cable or wireless, or be
delivered to him personally 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 by the Board at a meeting may be taken
without a meeting if all members of the Board 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 Board.
SECTION 10. Telephonic Participation. One or more members
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of the Board 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.
SECTION 11. Organization. At each meeting of the Board,
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the President or, in his absence, 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, any person
who shall be an Assistant Secretary, if any of them shall be present
at such meeting appointed by the chairman) shall act as secretary of
the meeting and keep the minutes thereof.
SECTION 12. Resignations. Any director of the Corporation
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may resign at any time by giving written notice of his resignation to
the Board or the President or the Secretary. 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 of 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 shall have authority
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to fix the compensation, including fees and reim-bursement 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 of Qualifications. The officers of the
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Corporation shall include the President, one or more Vice Presidents,
the Treasurer, and the Secretary. Any two or more offices may be held
by the same person; except the offices of President and Secretary;
provided that when all of the issued and outstanding stock of the
Corporation is held by one person, such person may hold all or any
combination of offices. Such officers shall be elected from time to
time by the Board, each to hold office until the meeting of the Board
following the next annual meeting of the stockholders, or until his
successor shall have been duly elected and shall have qualified or
until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws. The Board may from
time to time elect, or delegate to 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 of the Corporation
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may resign at any time by giving written notice of his
resignation to the Board, the President or the Secretary. 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 Cor
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poration 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 President.
SECTION 4. Vacancies. A vacancy in any office, whether
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arising from death, resignation, removal or any other cause, may 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 President. The President shall be the chief
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executive officer of the Corporation and shall have general and active
management of the business and affairs of the Corporation and general
and active supervision and direction over the other officers, agents
and employees and shall see that their duties are properly performed
subject, however, to the control of the Board. He shall perform all
duties incident to the office of
President and such other duties as from time to time may be assigned
to him by the Board of these By-Laws.
SECTION 6. Vice Presidents. Each Vice President, including
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any Executive Vice President, shall perform all such duties as from
time to time may be assigned to him by the Board.
SECTION 7. 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) deposit all monies and other valuables
to the credit of the Corporation in such
depositaries 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, 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 or the President.
SECTION 8. The Secretary. The Secretary shall
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(a) keep or cause to be kept in one or more
books provided for the purpose, the minutes of all
meetings of the Board, the committees of the Board
and the stockholders;
(b) see that all notices are duly given in
accordance with the provisions of these By-Laws
and as required by law;
(c) be the 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, 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 or the President.
SECTION 9. Officers' Bonds or Other Security. If required
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by the Board, any officer of the Corporation shall give a bond or
other security for the faithful performance of his duties, in such
amount and with such surety or sureties as the Board may require.
SECTION 10. 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 President the power to fix the compensation of
officers and agents appointed by him. 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 that 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. Each owner of stock of the
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Corporation shall be entitled to have a certificate, in such form as
shall be approved by the Board, certifying the number of shares of
stock of the Corporation owned by him. The certificates representing
shares of stock shall be signed in the name of the Corporation by the
President or a Vice President and by the Secretary, Treasurer or an
Assistant Secretary and sealed with the seal of the Corporation (which
seal may be a facsimile, engraved or printed). In case any officer
who shall have signed such certificates shall have ceased to be such
officer before such certificates shall be issued, they may
nevertheless be issued by the Corporation with the same effect as if
such officer were still in office at the date of their issue.
SECTION 2. Books of Account and Record of Stockholders.
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There shall be kept correct and complete books and records of account
of all the business and transactions of the Corporation. 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. Transfers 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. The person
in whose name shares of stock shall stand on the record of
stockholders of the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation. Whenever any transfers of
shares shall be made for collateral security and not absolutely and
written notice thereof shall be given to the Secretary or to such
transfer agent or transfer clerk, 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. The Board may fix, in
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advance, a date not more than sixty nor less than ten days
before the date then fixed for the holding of any meeting of the
stockholders or before the last day on which the consent or dissent of
the stockholders may be effectively expressed for any purpose without
a meeting, as the time as of which the stockholders entitled to notice
of and to vote at such meeting or whose consent or dissent is required
or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were stockholders of record of voting
stock at such time, and no others, shall be entitled to notice of and
to vote at such meeting or to express their consent or dissent, as the
case may be. The Board may fix, in advance, a date not more than
sixty nor less than ten days preceding the date fixed for the payment
of any dividend or the making of any distribution or the allotment of
rights to subscribe for securities of the Corporation, or for the
delivery of evidence of rights or evidences of interest arising out of
any change, conversion or exchange of capital stock or other
securities, as the record date for the determination of the
stockholders entitled to receive any such dividend, distribution,
allotment, rights or interests, and in such case only the stockholders
of record at the time so fixed shall be entitled to receive such
dividend, distribution, allotment, rights or interests.
SECTION 6. Lost, Destroyed or Mutilated Certificate. The
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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 which the owner thereof shall allege to have
been lost or destroyed or which shall have been mutilated, and the
Board may, in its discretion, require such owner or his legal
representative to give to the Corporation a bond in such sum, limited
or unlimited, and in such form and with such surety or sureties 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 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 legal 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 permited 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, except in the ordinary course of business and within
the scope of his authority as set forth in these By-Laws.
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 to 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
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SECTION 1. Registered office. The registered office of the
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Corporation shall be as specified in the Certificate of Incorporation.
SECTION 2. Other Offices. The Corporation may also have
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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
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The fiscal year of the Corporation shall be so determined by
the Board of Directors.
ARTICLE IX
Seal
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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
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Any person made a party to any action or proceeding (whether
or not by or in the right of the Corporation to procure a judgment in
its favor or by or in the right of any other corporation) by reason of
the fact that he, his testator or intestate, is or was a director,
officer or employee of the Corporation, or of any corporation which he
served as such at the request of the Corporation, shall be indemnified
by the Corporation against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the
defense of or as a result of such action or proceeding, or in
connection with any appeal therein, to the full extent permitted under
the laws of the State of Delaware from time to time in effect. The
Corporation shall have the power to purchase and maintain insurance
for the indemnification of such directors, officers and employees to
the full extent permitted under the laws of the State of Delaware from
time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights of indemnification to which such
director, officer or employee may be entitled.
ARTICLE XI
Amendment
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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.
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