Exhibit 3.2(x)(i)
MONETARY MANAGEMENT OF CALIFORNIA, INC.
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BYLAWS
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ARTICLE I
OFFICES
Section 1. The principal executive office shall be located
in Santa Anna, California.
Section 2. The corporation may also have offices at such
other places both within and without the State of California as the
board of directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of
directors shall be held in the City of New York, State of New York, at
such place as may be fixed from time to time by the board of
directors, or at such other place either within or without the State
of California as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. Meetings of
shareholders for any other purpose may be held at such time and
place, within or without the State of California, as shall be stated
in the notice of the meeting or in
a duly executed waiver of notice thereof. If no other place is stated
or fixed then shareholders' meetings shall be held at the principal
executive office of the corporation.
Section 2. Annual meetings of shareholders, Commencing with
the year 1988, shall be held on the second Tuesday in May if not a
legal holiday, and if a legal holiday, then on the next secular day
following at 10:00 A. M., or at such other date and time as shall be
designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder entitled to vote thereat not less than ten (or,if sent by
third-class mail, thirty) nor more than sixty days before the date of
the meeting. Notice may be sent by third-class mail only if the
outstanding shares of the corporation are held of record by five
hundred or more people (determined as provided in section 605 of the
California Corporations Code) on the record date for the shareholders'
meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose
other than the election of directors may be held at such time and
place within or without the State of California as shall be stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the president, the board
of directors, or the holders of not less than ten percent of all the
shares entitled to vote at the meeting and if the corporation has a
chairman of the board of directors then special meetings of the
shareholders may be called by the chairman.
Section 3. Written or printed notice of a special meeting
of shareholders, stating the time, place and purpose or purposes
thereof, shall be given to each shareholder entitled to vote thereat
not less than ten (or, if sent by third-class mail, thirty) nor more
than sixty days before the date fixed for the meeting. Notice may be
sent by third-class mail only if the outstanding shares of the
corporation are held of record by five hundred or more people
(determined as provided in section 605 of
the California Corporations Code) on the record date for the
shareholders' meeting.
Section 4. The business transacted at any special meeting
of shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. A majority of the shareholders, holding shares
of stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise
provided by statute or by the articles of incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by
proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally
notified.
Section 2. If a guorum is present, the affirmative vote of
a majority of the shares of stock represented and voting at the
meeting (which shares voting affirmatively also constitute
at least a majority of the required quorum), shall be the act of the
shareholders unless the vote of a greater number of shares of stock is
required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting
power, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.
In all elections for directors every shareholder complying
with section 708(b) of the California Corporations Code and entitled
to vote, shall have the right to vote, in person or by proxy, the
number of shares of stock owned by him, for as many persons as there
are directors to be elected, or to cumulate the vote of said shares,
and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the
shareholder's share are normally entitled, or to distribute the votes
on the same principle among as many candidates as he may see fit. As
provided in section 708(b) of the California Corporations Code no
shareholder shall be entitled to cumulate votes for any candidate for
the office of director unless such candidates' names have been placed
in nomination prior to the voting and at least one shareholder has
given notice at the meeting prior to the voting of his intention to
cumulate his votes.
Section 4. Unless otherwise provided in the articles, any
action except election of directors which may be taken at any annual
or special meeting of shareholders may be taken without a meeting and
without prior notice, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares
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. Except to
fill a vacancy in the board of directors not filled by the directors,
directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of
directors. Any election of a director to fill a vacancy (other than a
vacancy created by removal) not filled by the directors reguires the
written consent of a majority of the shares entitled to vote.
ARTICLE V
DIRECTORS
Section 1. The number of directors shall be three.
Directors need not be residents of the State of California nor
shareholders of the corporation. The directors, other than the first
board of directors, shall be elected at the annual meeting of the
shareholders, and each director elected shall serve until the next
succeeding annual meeting and until his successor shall
have been elected and qualified. The first board of directors shall
hold office until the first annual meeting of shareholders.
Section 2. Unless otherwise provided in the articles of
incorporation vacancies, except for a vacancy created by the removal
of a director, and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the
directors then in office, though less than a quorum, and the directors
so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify. Unless otherwise
provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote
of a majority of the shares entitled to vote at a meeting at which a
quorum is present. Any vacancies, which may be filled by directors
and are not filled by the directors, may be filled by the shareholders
by a majority of the shares entitled to vote at a meeting at which a
quorum is present.
Section 3. The business affairs of the corporation shall be
managed by its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these bylaws
directed or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of the
corporation, except such as are required by law to be kept within the
state, outside of the State of California, at such place or places as
they may from time to time determine.
Section 5. The board of directors, by the affirmative vote
of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors, regular or
special, may be held either within or without the State of California.
Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by
the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present, or it may convene at such place and time as shall be fixed by
the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may
be held upon such notice, or without notice, and at such time and at
such place as shall from time to time be determined by the board.
Section 4. Special meetings of the board of directors may
be called by the president on one day's notice to each director,
either personally or by mail or by telephone or by telegram; special
meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings
shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.
Section 5. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director
attends for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.
Section 6. A majority of the directors shall constitute a
quorum for the transaction of business unless a greater number is
required by law or by the articles 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 of directors, unless
the act of a greater number is required by statute or by the articles
of incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 7. Any action required or permitted to be taken at
a meeting of the directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject matter
thereof.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the bylaws
or otherwise, may designate two or more directors to constitute an
executive committee, which committee, to the extent provided in such
resolution, shall have and exercise all of the authority of the board
of directors in the management of the corporation, except as otherwise
required by law. Vacancies in the membership of the committee shall
be filled by the board of
directors at a regular or special meeting of the board of directors.
The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The board of directors
may designate one or more directors as alternate members of the
executive committee. The executive committee shall not have
authority: (1) To approve any action which will also require the
shareholders' approval; (2) To fill vacancies on the board or in any
committee; (3) To fix the compensation of directors for serving on
the board or on any committee; (4) To amend or repeal the bylaws or
adopt new bylaws; (5) To amend or repeal any resolution of the board
which by its express terms is not so amendable or repealable; (6) To
make a distribution to the shareholders except at a rate or in a
periodic amount or within a price range determined by the board; or
(7) To appoint other committees of the board or the members thereof.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes
or of the articles of incorporation or of these bylaws, notice is
required to be given to any director or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by
telegram. Notice to any shareholder shall be given at the address
furnished by such shareholder for the purpose of receiving notice. If
such address is not given and if no address appears on the records of
the corporation for any shareholder then notice may be given to such
shareholder at the place where the principal executive office of the
corporation is located or by publication at least once in a newspaper
of general circulation in the county in which said principal executive
office is located. If a notice of a shareholders' meeting is sent by
mail it shall be sent by first-class mail, or, in case the corporation
has outstanding shares held of record by 500 or more persons
(determined as provided in section 605 of the California Corporations
Code) on the record date for the shareholders' meeting, notice may be
by third-class mail.
Section 2. Whenever any notice whatever is required to be
given under the provisions of the statutes or under the provisions of
the articles of incorporation of these bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation, except those
elected in accordance with Sec. 210 of the California General
Corporation Law, shall be chosen by the board of directors and shall
be a president, a vice-president, a secretary and a treasurer. The
board of directors may also choose additional vice-presidents, and one
or more assistant secretaries and assistant treasurers.
Section 2. The board of directors at its first meeting
after each annual meeting of shareholders shall choose a president,
one or more vice-presidents, a secretary and a treasurer, none of whom
need be a member of the board.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board of
directors.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the board
of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
shareholders and the board of directors, shall have general and active
management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into
effect.
Section 7. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of
the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the board of
directors, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the
president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all
the proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors, and shall perform such
other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody
of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of
the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the president and the
board of directors, at its regular meetings, or when the board of
directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be
more than one, the assistant treasurers in the order determined by the
board of directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of
the corporation, certifying the number of shares and the class or
series of shares owned by him in the corporation. If the shares of
the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a
statement of the rights,
preferences, privileges and restrictions granted to or imposed upon
each class or series of shares to be issued and upon the holders
thereof; or (2) a summary of such rights, preferences, privileges and
restrictions with reference to the provisions of the articles and any
certificates of determination establishing the same; or (3) a
statement setting forth the office or agency of the corporation from
which shareholders may obtain, upon request and without charge, a copy
of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be
set forth by the California General Corporation Law and such
information shall be set forth in the manner provided by such law.
Section 2. Any or all of the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed. When
authorizing such issue of a new certificate, the board of directors,
in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or
destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued
to the person entitled thereto, and the old certificate cancelled and
the transaction recorded upon the books of the corporation.
CLOSING OF TRANSFER BOOKS
Section 5. In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote 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
other lawful action, the board may fix, in
advance, a record date, which shall not be more than 60 nor less than
10 days prior to the date of such meeting nor more than 60 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 unless the board fixes a new record date
for the adjourned meeting, but the board shall fix a new record date
if the meeting is adjourned for more than 45 days from the date set
for the original meeting.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be 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, except as otherwise provided by the laws of California.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of
incorporation relating thereto, if any, dividends may be declared by
the board of directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to any provisions of the articles of
incorporation and the California General Corporation Law.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors
may modify or abolish any such reserve in the manner in which it was
created.
CHECKS
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or
such other person or persons as the board of directors may from time
to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon
the name of the corporation, the date of its incorporation and the
words "Corporate Seal, California". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed
or new bylaws may be adopted (a) at any regular or special meeting of
shareholders at which a quorum is present or represented, by the
affirmative vote of a majority of the stock entitled to vote, provided
notice of the proposed alteration, amendment or repeal be contained in
the notice of such meeting, or (b) by the affirmative vote of a
majority of the board of directors at any regular or special meeting
of the board.
The board of directors shall not make or alter any bylaw
specifying a fixed number of directors or the maximum or minimum
number of directors and the directors shall not change a fixed board
to a variable board or vice versa in the bylaws. The board of
directors shall not change a bylaw, if any, which requires a larger
proportion of the vote of directors for approval than is required by
the California General Corporation Law.
ARTICLE XIII
DIRECTORS' ANNUAL REPORT
Section 1. The directors shall cause to be sent to the
shareholders not later than one hundred twenty days after the close of
the fiscal year, an annual report which shall include a balance sheet
as of the closing date of the last fiscal year, and an income
statement of changes in financial position for said fiscal year. Said
annual report shall be accompanied by any report thereon of
independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of
the corporation. This annual report is hereby waived whenever the
corporation shall have less than 100 shareholders as defined in
Section 605 of the California Corporations Code. Except when said
waiver applies the annual report
shall be sent to the shareholder at least 15 (or if sent by third-
class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the corporation
has outstanding shares held by 500 or more persons (as determined by
the provisions of section 605 of the California Corporations Code) on
the record date for the shareholders' meeting. In addition to the
financial statements included in the annual report, the annual report
of the corporation, if it has more than 100 shareholders as defined in
Section 605 of the California Corporations Code and if it has no class
of securities registered under Section 12 of the Securities and
Exchange Act of 1934, or exempt from such registration by Section
12(g) (2) of said act, shall also describe briefly: (1) Any
transaction (excluding compensation of officers and directors) during
the previous fiscal year involving an amount in excess of forty
thousand dollars ($40,000) (other than contracts let at competitive
bids or services rendered at prices regulated by law) to which the
corporation or its parent or subsidiary was a party and in which any
director or officer of the corporation or of a subsidiary or (if known
to the corporation or its parent or subsidiary) any holder of more
than 10 percent of the outstanding voting shares of the corporation
had a direct or indirect material interest, naming such person and
stating such person's relationship to the corporation, the nature of
such person's
interest in the transaction and, where practicable, the amount of such
interest; provided, that in the case of a transaction with a
partnership of which such person is a partner, only the interest of
the partnership need be stated; and provided, further that no such
report need be made in the case of transactions approved by the
shareholders under subdivision (a) of Section 310 of the California
Corporations Code. (2) The amount and circumstances of any
indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of
the corporation pursuant to Section 317 of the California Corporations
Code, provided, that no such report need be made in the case of
indemnification approved by the shareholders under paragraph (2) of
subdivision (e) of Section 317 of the California Corporations Code.
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