Exhibit 3.2(u)(i)
BY-LAWS
OF
L.M.S. DEVELOPMENT CORPORATION
ARTICLE I
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Meetings of Shareholders
1. ANNUAL MEETINGS. A meeting of the shareholders shall
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be held annually on the second Tuesday of the last month of the fiscal
year of the corporation for the purpose of electing directors and for
the transaction of any other business that may properly come before
it.
2. SPECIAL MEETINGS. Special meetings of the shareholders
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for any purpose or purposes shall be held whenever called by the Board
of Directors, either by written instrument or by the vote of a
majority, and shall be called whenever shareholders owning one-tenth
(1/10) of the voting shares issued and outstanding shall in writing
make application therefor to the President, stating the object of such
meeting.
3. NOTICE. Notice of the meetings of the shareholders
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shall be delivered personally or mailed by an officer of the
corporation to the last known address of each shareholder as the same
appears on the records of the corporation not less than ten nor more
than fifty days before the date of the meeting.
4. PLACE OF MEETING. Meetings of the shareholders shall
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be held at the known place of business of the corporation or at such
other place as may be determined by the unanimous votes of the Board
of Directors of the corporation.
5. ORGANIZATION. The President, or in his absence, the
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Vice-President and, in the absence of both, a chairman appointed by
the shareholders present, shall call the meetings of shareholders to
order and shall act as chairman thereof. The Secretary of the
corporation shall act as Secretary at all meetings of the shareholders
or, in his absence, the presiding officer may appoint any person to
act as Secretary.
6. QUORUM. A majority of the shares issued and
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outstanding represented by the holders thereof, either in person or by
proxy appointed by an instrument in writing, subscribed by
such shareholders, shall be a quorum at all meetings of shareholders.
If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting shall be the act of the shareholders
unless the vote of a greater number of shares is required by law, the
Articles of Incorporation, or by specific provisions of these By-Laws.
7. ADJOURNMENT. If at any annual or special meeting a
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quorum shall fail to attend in person or by proxy, a majority in
interest of the shareholders attending in person or by proxy at the
time of such meeting may, at the end of any hour, adjourn the meeting
from time to time without any further notice until a quorum shall
attend, and thereupon any business may be transacted which might have
been transacted at the meeting as originally called, had the same vote
been held.
8. VOTING. At all meetings of shareholders, every
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shareholder, with in person or by proxy in writing, shall have one
vote for each share of stock so held and represented at such meeting.
Upon the demand of any shareholder, voting for directors and, upon
other question at any meeting of the shareholder, shall be by ballot.
In all elections for directors of the corporation, each shareholder
shall have the right to cast as many votes in the aggregate as he
shall be entitled to vote based upon the number of voting shares held
by such shareholder and multiplied by the number of directors to be
elected at such election; and each shareholder may cast the whole
number of votes, either in person or by proxy, for one candidate or
distribute such votes among two or more such candidates.
9. ACTION BY RESOLUTION. A resolution in writing, signed
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by all of the shareholders, shall be deemed to be the action of
shareholders to the effect therein duly expressed with the same force
and effect as if the same had been duly passed by the same vote at a
duly convened meeting, and it shall be the duty of the Secretary of
the corporation to record such resolution in the minute book of the
corporation under its proper date.
ARTICLE II
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Board of Directors
1. NUMBER. The business and affairs of the corporation
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shall be managed and controlled by a Board of Directors. The first
Board of Directors shall consist of the persons named in the Articles
of Incorporation. Thereafter,
within the limits specified in the Articles of Incorporation, the
number of directors shall be changed only by the unanimous resolution
of the shareholders present at an annual meeting. The directors shall
be elected at the annual meeting of the shareholders and each director
shall hold office until his successor is elected and qualified.
2. ANNUAL MEETING. Immediately after the annual election
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of directors, the newly elected directors shall meet for the purpose
of organization, the election of officers and for the transaction of
other business.
3. SPECIAL MEETINGS. Special meetings of the Board of
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Directors shall be held whenever regularly called by the President or
by a majority of the members of the Board of Directors. Unless
otherwise specified in the notice thereof, any and all business may be
transacted at a special meeting.
4. PLACE OF MEETING. Meetings of the Board of Directors,
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annual or special, may be held either within or without the State of
Arizona and may be held by means of conference, telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting
pursuant to this paragraph shall constitute presence in person at such
meeting.
5. NOTICE. The Secretary shall give notice to each
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director of each special meeting by mailing the same at least five
days before the time of meeting or by telegraphing or telephoning not
less than two days before the time of meeting.
6. QUORUM. A majority of the Board of Directors at the
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time in office shall constitute a quorum for the transaction of
business, but a majority of those present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn
from time to time without notice until a quorum be had. The vote of a
majority of the directors present at any meeting in favor of or
against any proposition shall prevail except as herein otherwise
provided.
7. VACANCIES. In case of any vacancy among the directors
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through death, resignation, disqualification or other cause, the
remaining directors, by the affirmative vote of a majority thereof,
whether or not constituting a quorum, may elect a successor to hold
office for the unexpired portion of the term of the director whose
place shall be vacant and until the election and qualification of his
successor.
8. COMMITTEES. From time to time, the Board may appoint
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committees for any purpose or purposes, which shall have such powers
as shall be specified in the resolution of appointment.
9. COMPENSATION. The directors and officers of the
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corporation and all members of committees shall serve without salary
except as may be determined by the vote of a majority of all of the
directors.
10. EXTENSIONS OF CREDIT. Loans or advances may be made by
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the corporation to employees, including employees who are on the Board
of Directors of the corporation, if made with the knowledge and
consent of the Board of Directors, which consent need not be in
writing at the time the loans or advances are made.
11. ACTION BY RESOLUTION. A resolution in writing, signed
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by all the members of the Board of Directors, shall be deemed to be
action by such Board of Directors to the effect therein expressed with
the same force and effect as if the same had been duly passed by the
same vote at a duly convened meeting, and it shall be the duty of the
Secretary of the corporation to record such resolution in the minute
book of the corporation under its proper date.
ARTICLE III
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Officers
1. EXECUTIVE. The officers of the corporation shall be a
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President, Vice President, Secretary and Treasurer, and such other
officers as the Board of Directors may elect. Any two or more offices
may be consolidated and held by one person.
2. TENURE OF OFFICE. All officers and agents shall be
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subject to removal at any time, with or without cause, by the
affirmative vote of a majority of the whole Board of Directors.
3. PRESIDENT. The President shall be the chief executive
officer of the corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors, unless a chairman of the
Board of Directors has been elected and is present. He shall sign and
execute all authorized bonds, contracts or other obligations in the
name of the corporation; shall have the power to vote, for and on
behalf of the corporation, any shares which the corporation owns in
another
corporation; and, with the Secretary, shall sign all certificates of
shares of the corporation, and shall do and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
4. VICE-PRESIDENT. In case of the absence or disability
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of the President, the duties of that office shall be performed by the
Vice-President, except as may be limited by a vote of the Board of
Directors.
5. TREASURER. The Treasurer shall have custody of all the
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securities of the corporation. He shall supervise the collection and
deposit of amounts due to the corporation. He shall also supervise
the disbursement of funds by the corporation and the maintenance of
full and accurate accounting records for the corporation.
6. SECRETARY. The Secretary shall keep the minutes of all
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proceedings of the Board of Directors and the minutes of all meetings
of the shareholders; he shall attend the giving and serving of all
notices for the corporation and, when directed by either the President
or Vice-President, shall execute in the name of the corporation all
contracts authorized by the Board of Directors and shall affix the
seal of the corporation thereto; he shall have charge of the
certificate books and such other books and papers as the Board of
Directors may direct; he shall sign with the President or Vice-
President certificates of shares; and he shall, in general, perform
all the duties incident to the office of the Secretary, subject to the
control of the Board of Directors.
ARTICLE IV
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Capital Shares
1. CERTIFICATES. The certificates for shares of the
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corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the President and the
Secretary.
2. RECORDS. All certificates shall be consecutively
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numbered and the names of the owners, the number of shares and the
date of issue shall be entered in the corporation's books.
3. LOST CERTIFICATES. The Board of Directors may direct a
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new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. 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, stolen or destroyed
certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to 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 alleged to have been lost, stolen or destroyed.
4. CERTIFICATES CANCELLED. Except in the case of lost or
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destroyed certificates and, in that case, after compliance with the
provisions of these By-Laws relating to lost certificates, no new
certificate shall be issued until the former certificate for the
shares represented thereby shall have been surrendered and cancelled.
5. TRANSFER. Shares shall be transferred only upon the
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books of the corporation by the holder thereof, in person or by his
attorneys, upon the surrender and cancellation of certificates for a
like number of shares.
6. RECORD DATE. In order to determine the shareholders
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entitled to notice of or to vote at any meeting of the shareholders or
any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or
exchange of shares 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 thirty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A
determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting, and further provided that
the adjournment or adjournments do not exceed thirty days in the
aggregate.
7. REGISTERED SHAREHOLDERS. The corporation shall be
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entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as
such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof.
8. REGULATIONS. The Board of Directors may make such
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rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates of shares of the
corporation.
ARTICLE V
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Dividends
1. DIVIDENDS. The Board of Directors, in its discretion,
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from time to time, may declare dividends upon the capital shares from
the surplus or net profits of the corporation and may fix the dates
for the declaration and payment of dividends.
ARTICLE VI
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Seal
1. DESIGN. The corporate seal shall have inscribed
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thereon the name of the corporation. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced, which seal shall be in charge of the Secretary to be used
as directed by the Board of Directors.
ARTICLE VII
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Waiver of Notice
1. WAIVER. Any shareholder or director may waive any
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notice required to be given under the provisions of the statutes or
provisions of the Articles of Incorporation or these By-Laws by
delivering a waiver thereof, in writing, to the Secretary of the
corporation. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
Neither the business to be trans- acted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified
in the waiver of notice.
ARTICLE VIII
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Amendment
1. AMENDMENT. These By-Laws may be altered, amended or
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repealed, or new By-Laws may be adopted, by the shareholders or by the
Board of Directors at any meeting, provided that notice of the
proposed change is contained in the notice of such meeting; provided,
however, that the provisions of these By-Laws relating to the number
of persons serving on the Board of Directors shall not be changed
without the unanimous vote of the shareholders present at a duly
called meeting of the shareholders.
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