Exhibit 3.14
BY-LAWS
OF
BERTUCCI'S OF BEL AIR, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. The annual meeting of the Stockholders of the Corporation
shall be held on the first day of February of every year at 4 o'clock P.M. Ten
days written or printed notice stating the place, day and hour of each annual
meeting shall be given in the manner provided in Section I of Article IX hereof.
The business to be transacted at the annual meetings shall include the election
of directors, consideration and action upon the reports of officers and
directors and any other business within the power of the Corporation. All annual
meetings shall be general meetings.
SECTION 2. At any time in the interval between annual meetings,
special meetings of stockholders may be called by the President, or by a
majority of the Board of Directors, upon ten days written or printed notice,
stating the place, day and hour, of such meeting and the business proposed to be
transacted thereat. Such notice shall be given in the manner provided in Section
I of Article IX. No business shall be transacted at any special meeting except
that named in the notice.
SECTION 3. Upon the request in writing, delivered to the President,
Secretary, or any Director, by the holders of a majority of all shares
outstanding and entitled to vote, it shall be the duty of such President,
Secretary or director to call forthwith a special meeting of the stockholders.
If the person to whom such request in writing shall have been delivered shall
fail to issue a call for such meeting within ten days after the receipt of such
request, then the stockholders owning a majority of the voting shares, may do so
upon giving fifteen days' notice of the time, place and object of the meeting
either in the manner provided in Section I of Article IX or by advertisement.
Inserted in a newspaper published in the city in which the principal office of
the Corporation is situated.
SECTION 4. At any special meeting of the stockholders called in the
manner provided for by this Article, any Director or directors may be a vote of
majority of all shares of stock outstanding and entitled to vote be removed from
office, and another or others appointed in his or their places to serve for the
remainder of his or their terms.
SECTION 5. At all meetings of stockholders, any stockholder shall be
entitled to vote by proxy. Such proxy shall be in writing and dated but need not
be sealed, witnessed or acknowledged.
SECTION 6. If at any annual or special meeting of stockholders a
quorum shall fail to attend, a majority in interest attending in person or by
proxy may adjourn the meeting from time to time, not exceeding sixty days in
all, and thereupon any business may be transacted which might have been
transacted at the meeting originally called had the same been held at the time
so called.
SECTION 7. At all meetings of stockholders, the proxies shall be filed
with and be verified by the Secretary of the corporation, or if the meeting
shall so decide, by the Secretary of the meeting.
SECTION 8. All meetings of the stockholders may be held outside the
State of Maryland; provided, however, that unless the stockholders entitled to
cast a majority in number of votes at any meeting either (a) consent in writing
executed and filed with the records of the meeting either before or after the
holding thereof to the holding of such meeting outside the State or (b) appear
by their addresses as shown on the books of the Corporation to be non-residents
of Maryland, meetings of stockholders shall be held within the State of
Maryland. Such meetings may be held at the principal office of the Corporation,
or at such other lawful place designated in the notice of the meeting.
SECTION 9. ORDER OF BUSINESS. At all meetings of stockholders, any
stockholder present and entitled to vote in person or by proxy shall be entitled
to require, by written request to the Chairman of the meeting, that the order of
business shall be as follows:
(1) Organization.
(2) Proof of notice of meeting or of waivers thereof. (The certificate
of the Secretary of the Corporation, or the affidavit of any other person who
mailed the notice or caused the same to be mailed, being proof of service of
notice by mail.)
(3) Submission by Secretary or by Inspectors, if any shall have been
elected or appointed, of list of stockholders entitled to vote, present in
person or by proxy.
(4) If an annual meeting, or a meeting called for that purpose,
reading of unapproved minutes of preceding meetings, and action thereon.
(5) Reports.
(6) If an annual meeting, or a meeting called for that purpose, the
election of Directors.
(7) Unfinished business.
(8) New Business.
(9) Adjournment.
ARTICLE II
DIRECTORS
SECTION 1. The Board of Directors shall have the control and
management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation, all the rights and privileges legally exercisable by the
Corporation, except as otherwise provided by law, by the charter or by these
By-Laws. A Director need not be a stockholder.
SECTION 2. The number of Directors of the Corporation shall be the
number in the charter; provided, however, that such number may be increased
and/or decreased from time to time by vote of a majority of the whole Board of
Directors to a number not exceeding three (3) and not less than one (1). The
first directors of the Corporation shall hold their office until the first
annual meeting of the Corporation, or until their successors are elected and
qualify, and thereafter the directors shall hold office for the term of one
year, or until their successors are elected and qualify.
SECTION 3. If the office of a director becomes vacant, or if the
number of directors is increased, such vacancy may be filled by the Board by a
vote of majority of directors then in office although such majority is less than
a quorum. The stockholders may, however, at any time during the term of such
director, elect some other person to fill said vacancy and thereupon the
election by the Board shall be superseded and such election by the stockholders
shall be deemed a filing of the vacancy and not a removal and may be made at any
meeting called for that purpose.
If the entire Board of Directors shall become vacant, any stockholder
may call a special meeting in the same manner that the President may call such a
meeting, said special meeting, in the manner provided for their election at
annual meetings.
SECTION 4. The Board shall meet for the election of officers and any
other business as soon as practicable after the adjournment of the annual
meeting of the stockholders.
SECTION 5. Special meetings of the Board may be called by the
President or by a majority of the directors. At least twenty-four hours notice
shall be given of all special meetings; with the consent of the majority of the
directors, a shorter notice may be given.
SECTION 6. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but such number may be decreased and/or
increased at any time or from time to time by vote of a majority of the entire
Board to any number not less than two directors or not less than one-third of
the directors, whichever is greater.
SECTION 7. Regular or special meetings of the Board may be held within
or without the State of Maryland, as the Board may from time to time determine.
The time and place of meeting may be fixed by the party making the call.
SECTION 8. The Board of Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the affairs of the
Corporation, as they may deem proper and not inconsistent with the laws of the
State of Maryland or these By-Laws or the certificate of incorporation.
SECTION 9. The directors, as such, may receive a stated salary for
their services, and/or fixed sum and expenses of attendance may be allowed for
attendance at each regular meeting or special meeting of the Board of Directors;
such stated salary and/or attendance fee shall be determined by resolution of
the Board unless the stockholders have adopted a resolution relating thereto,
provided that nothing herein contained shall be construed to preclude a director
from serving in any other capacity and receiving compensation therefor.
ARTICLE III
OFFICERS
SECTION 1. The officers of the Corporation shall consist of a
President, two Vice Presidents, a Secretary and a Treasurer and whenever deemed
advisable by the Board, Assistant Secretaries and Assistant Treasurers, or any
of said last mentioned officers. All of said officers shall be chosen by the
Board of Directors, and, except officers holding contracts for fixed terms,
shall hold office only during the pleasure of the Board or until their
successors are chosen and qualified. The President shall be chosen from among
the Directors. Any two offices except those of President and Vice President, may
be held by the same person, but no officer shall execute, acknowledge or certify
any instrument in more than one capacity, when such instrument is required to be
executed, acknowledged, or verified by any two or more officers. The Board of
Directors may from time to time appoint such other agents and employees, with
such powers and duties as they may deem proper.
SECTION 2. President.
The President shall preside at all meetings of the Board of Directors,
shall call to order all meetings of stockholders and shall have the general
management and direction of the Company's business in all departments. He shall
perform such other duties as the Board of Directors may direct.
SECTION 3. Vice-Presidents.
The Vice President shall have all the power and perform all the duties
of the President in case of his absence or inability to act. They shall perform
such other duties as the Board of Directors may direct.
SECTION 4. Treasurer.
The Treasurer shall be the chief financial officer of the Corporation,
and shall have general supervision over its finances.
He shall perform such other duties as may be assigned to him by the
Board of Directors.
He shall furnish bond with such surety and in such penalty for the
faithful performance of his duties as the Board of Directors may from time to
time require, the cost of such bond to be defrayed by the Corporation.
SECTION 5. Secretary.
The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors and shall attend to the giving and
serving of all notices of the Corporation required by law of these By-Laws.
He shall perform such other duties as may be assigned to him by the
Board of Directors.
SECTION 6. The Assistant Treasurers and Secretaries shall perform such
duties as may from time to time be assigned to them by the Board of Directors or
the President.
SECTION 7. The Board of Directors may from time to time in the absence
of any one of said officers, or, at any other time, designate any other person
or persons, on behalf of the Corporation, to sign any contracts, notes, or other
instruments in the place or instead of any of said officers and may designate
any person to fill any one of said offices, temporarily or for any particular
purpose; and any instruments so signed in accordance with a resolution of the
Board shall be the valid act of this Corporation as fully as if executed by any
regular officer.
ARTICLE IV
RESIGNATION
Any director or officer may resign his office at any time; such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE V
COMMERCIAL PAPER, ETC.
SECTION 1. All bills, notes, checks, drafts and commercial paper of
all kinds to be executed by the corporation as maker, acceptor, endorser or
otherwise, and all assignments and transfers of stock, contracts, or written
obligations of the Corporation, and all negotiable instruments shall be made in
the name of the Corporation and shall be signed by such person or persons as the
Board of Directors may from time to time designate.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall cover such period of twelve
months as the Board of Directors may determine.
ARTICLE VII
SEAL
The seal of the Corporation shall be a disc inscribed with the name of
the Corporation, the year, and the State in which it is incorporated.
ARTICLE VIII
ISSUE, TRANSFER AND REDEMPTION OF STOCK
SECTION 1. All certificates of stock shall be signed by the President
or any Vice-President, and by the Treasurer or Assistant Treasurer or Secretary
or Assistant Secretary, and sealed with the seal of the Corporation.
SECTION 2. No transfers of stock shall be recognized or binding upon
the Corporation until recorded on the books of the Corporation upon surrender
and cancellation of certificates for a like number of shares.
SECTION 3. The Board of Directors shall have power and authority to
determine the form of stock certificates (except in so far as prescribed by
law), and to make all such rules and regulations, as they may deem expedient
concerning the issue, transfer and registration of said certificates, and to
appoint one or more transfer agents and/or registrars to countersign and
register the same.
SECTION 4. The Board of Directors may fix the time not exceeding
twenty days preceding the date of any meeting of stockholders, any dividend
payment date or any date for the allotment of rights, during which the books of
the Corporation shall be closed against transfers of stock, or the Board of
Directors may fix a date not exceeding thirty days preceding the date of any
meeting of stockholders, any dividend payment date or any date for the allotment
of rights as a record date for the determination of the stockholders entitled to
notice of and to vote such meeting, or entitled to receive such dividends or
rights, as the case may be, and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.
SECTION 5. In case any certificate of stock is lost, mutilated, or
destroyed, the Board of Directors may issue a new certificate in place thereof,
upon indemnity to the Corporation against loss and upon such other terms and
conditions as the Board of Directors may deem advisable.
ARTICLE IX
NOTICE
SECTION 1. Whenever by law or these By-Laws, notice is required to be
given to any stockholder, such notice may be given to each stockholder by
leaving the same with him or at his residence or usual place of business, or by
mailing it, postage prepaid, and addressed to him at his address as it appears
on the books of the Corporation; such leaving or mailing of notice shall be
deemed the time of giving such notice.
SECTION 2. Whenever by law or these By-laws notice is required to be
given to any Director of Officer, such notice may be given in any one of the
following ways: by personal notice to such Director or Officer, by telephone
communication with such Director or Officer personally, by wire, addressed to
such Director or Officer at his then address or at his address as it appears on
the books of the Corporation, or by depositing the same in writing in the
post-office or in a letter box in a postpaid, sealed wrapper addressed to such
Director or Officer at his then address or at his address as it appears on the
books of the Corporation; and the time when such notice shall be mailed or
consigned to a telegraph company for delivery shall be deemed to be the time of
the giving of such notice.
SECTION 3. Notice to any stockholder or Director of the time, place
and/or purpose of any meeting of stockholders or Directors required by these
By-laws may be dispensed with if such stockholder shall either attend in person
or by proxy, or if such Director shall attend in person, or if such absent
stockholder or Director, shall, in writing filed with the records of the meeting
either before or after the holding thereof, waive such notice.
ARTICLE X
VOTING OF STOCK IN OTHER CORPORATIONS
Any stock in other corporations, which may from time to time be held
by the Corporation, may be represented and voted at any meeting of stockholders
of such other corporations by its President or a Vice-President or by proxy or
proxies appointed by its President or a Vice-President; or otherwise pursuant to
authorization thereunto given by resolution of the Board of Directors adopted by
a vote of a majority of the Directors.
ARTICLE XI
AMENDMENTS
These By-Laws may be added to, amended, repealed or suspended by a
majority vote of all the stock then outstanding and entitled to vote at any
regular meeting of the Company or any special meeting called for that purpose or
the Board of Directors, by the majority vote of the entire Board, may make,
alter, and repeal additional and supplementary By-Laws not inconsistent with any
of the By-Laws adopted by the stockholders; but any such additional or
supplementary By-Laws may be altered or repealed by the stockholders.
APPROVED AND ADOPTED ON:
DATE:
/S/ NORMAN MALLETT
Asst. Secretary