BY LAWS
ARTICLE I
NAME AND PLACE OF BUSINESS
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A. Name. The name of the corporation is City Truck & Trailer Parts, Inc.
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B. Principal Office. The principal office shall be located in Birmingham,
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Jefferson County, Alabama.
B. Other Offices. Other offices for the transaction of business shall be
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located at such places as the business of the corporation may require.
ARTICLE II
CAPITAL STOCK
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A. Certificates. Every stockholder shall be entitled to a certificate or
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certificates of stock of the corporation, duly numbered, bearing the corporate
seal, setting forth the number and kind of shares, and signed by the President
or Vice President and by the Treasurer or Secretary.
B. Transfer of Shares. Shares of stock of the corporation shall be
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transferable on the stock transfer book of the corporation only upon surrender
and cancellation of the certificates thereof, properly endorsed or accompanied
by written assignment or power of attorney as provided by law, and bearing all
necessary trasfer tax stamps properly affixed and cancelled, whereupon new
certificates for a like number of shares will be issued. The person registered
on the stock transfer book of the corporation as the owner of any shares of
stock may be treated by the corporation as entitled to all rights of ownership
with respect to such shares.
C. Stock Transfer Book. The stock transfer book of the corporation shall
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be closed against transfers for ten days before the date of payment of a
dividend and for ten days before the date of the annual meeting of stockholders.
It shall be the duty of every stockholder to notify the corporation of his
correct post office address.
D. Treasury Stock. Treasury stock held by'the corporation shall be
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subject to disposal by the Board of Directors and shall be entitled to neither
vote nor to participate in dividends.
E. Lost Certificates. No new certificates shall be issued in lieu of a
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lost or destroyed certificate except upon satisfactory proof of such loss or
destruction and upon the giving of satisfactory security against loss to the
corporation. Any such new certificate shall be plainly marked "Duplicate" upon
its fact.
F. Corporate Lien. If any stockholder be indebted to the corporation, the
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corporation shall have a first lien upon all dividends declared on shares of its
stock owned by such stockholders; and shall also have a first lien on such
shares of its stock owned by such stockholder as the certificates representative
thereof state the existence of such lien.
ARTICLE III
SEAL
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The seal of the corporation shall be in the form impressed hereon.
ARTICLE IV
DIVIDENDS AND FINANCE
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A. Dividends. The Board of Directors shall determine from time to time
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the amount of the profits of the corporation to be reserved as working capital
or for any other lawful purpose and shall determine what part, if any, of the
annual net profits of the corporation or of its net assets in excess of its
capital shall be declared in dividends; provided, however, that no dividend
shall be paid that will impair the capital of the corporation.
B. Finance. The funds of the corporation shall be deposited in such
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banks and trust companies as the Board of Directors shall designate. All orders
for the payment of money, notes, and other evidences of indebtedness issued in
the name of the corporation shall be signed by such officers or agents as the
Board of Directors shall designate.
ARTICLE V
STOCKHOLDERS' MEETINGS
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A. Place. All meetings of stockholders of the corporation shall be held
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at the principal office of the corporation or at such other places as may be
legally designated by the Board of Directors.
B. Annual Meeting. The annual meeting of stockholders of the corporation
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shall be held at 9.00 AM. on the first Monday of Feb. of each year unless such
day be a legal
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holiday, in which case the meeting shall be held at the same time on the next
succeeding Monday not a legal holiday.
C. Special Meetings. A special meeting of the stockholders of the
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corporation may be called at any time by the Board of Directors, the President,
or Vice President. It shall be the duty of the President, or, in the President's
absence, a Vice President, to call a special meeting of the stockholders
whenever so requested by stockholders holding 25% or more in interest of the
outstanding stock of the corporation.
D. Notice. Notice of the time, place, and purpose of all meetings of the
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stockholders, regular and special, shall be mailed at least five days prior to
the date of the meeting by the Secretary to each stockholder of record at his
address as it appears on the stock transfer book. Notwithstanding the failure to
give notice as hereinbef ore provided, any meeting shall be a legal meeting for
the transaction of all business if each stockholder is either present, in person
or by proxy, or has in writing waived such notice.
E. Quorum. Except as may otherwise be provided by law, a majority in
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interest of all the voting stock issued and outstanding, represented in person
or by proxy by stockholders of record, shall constitute a quorum at any meeting,
in person or by proxy, though less than a quorum, may adjourn the meeting to a
future time, and the adjourned meeting may be held at such time without further
notice.
F. Voting and Proxies. Each stockholder shall be entitled to one vote for
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each share of voting stock held by him which vote may be cast either in person
or by written proxy filed with the Secretary of the meeting prior to being
voted. Such proxy shall entitle the holder thereof to vote at any adjournment
thereof unless provided to the contrary therein.
ARTICLE VI
BOARD OF DIRECTORS
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A. Election. The stockholders at the annual meeting of the stockholders
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shall elect not less than three or more than seven tirectorS, who shall hold
office until the succeeding annual meeting of stockholders or until their
successors are duly elected and qualified.
B. Powers. The Board of Directors shall have the entire management of the
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business and property of the corporation, and shall
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have all powers possessed by the corporation itself so far as not inconsistent
with the laws of the State to incorporation, with the Certificate of
Incorporation, or with these By-Laws.
C. Regular Meetings. Regular meetings of the Board of Directors shall be
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held immediately after adjournment of each annual stockholder's meeting and at
such other times and places as the Board of Directors by vote may determine; and
no notice of regular meetings of the Board of Directors need be given.
D. Special Meetings. Special meetings of the Board of Directors may be
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called at any time by the President, Vice President, or a majority of the
Directors. Notice of the time and place of all special meetings shall be given
to each Director by the person or persons calling such meeting by mailing same
at least five days before such meeting or by delivering, in person or by
telephone or telegram, same at least twenty-four hours before such meeting.
Notwithstanding the failure to give notice as hereinabove provided, any meeting
shall be a legal meeting for the transaction of all business if each irector is
either present or has at any time in writing waived such notice.
E. Quorum. A majority of the members of the Board of Directors, as
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constituted at such time, shall constitute a quorum at any meeting of the Board
of Directors; but the Directors present, though less than a quorum, may adjourn
the meeting to a future time, and the adjourned meeting may be held at such time
without further notice.
F. Removal. At any meeting of the stockholders a majority in interest of
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all the voting stock issued and outstanding, represented in person or by proxy
by stockholders of record, amy remove from office any Director.
G. Vacancy. Vacancies on the Board of Directors may be filled for the
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unexpired term by the remaining Directors.
ARTICLE VII
OFFICERS
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A. Number and Terms. The officers of the corporation shall be a
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President, a Vice President, a Secretary and a Treasurer. Any two of such
offices may be held by any one person. The Board of Directors may also select
such additional officers and agents as it may deem advisable, and prescribe the
duties and power thereof. Each officer shall be elected to serve until
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the next regular meeting of the Board of Directors held immediately after
adjournment of the next annual stockholders' meeting, or until his successor is
duly elected and qualified.
B. President. The President shall be the chief executive officer of the
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corporation and, when present, shall preside at all meetings of stockholders and
at all meetings of the Board of Directors. The President shall have general
supervision over the affairs of the corporation, and such powers and duties
commonly incident to such office or as may be designated by the Board of
Directors.
C. Vice President. The Vice President shall perform the duties and have
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the powers of the President during the absence or disability of the President
and shall have the powers and duties commonly incident to such office, or as may
be designated by the Board of Directors.
D. Secretary. The Secretary shall keep accurate minutes of all meetings
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of stockholders and of all meetings of the Board of Directors, and shall have
such powers and duties commonly incident to such office, or as may be
designated by the Board of Directors.
E. Treasurer. The Treasurer shall have the care and custody of the
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money, funds, valuable papers and documents of the corporation, other than his
own bond, if any, which shall be in the custody of the President. The Treasurer
shall have such powers and duties commonly incident to such office, or as may be
designated by the Board of Directors.
F. Removal. Any officer may be removed from office at any time by vote of
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two-thirds, of the members of the Board of Directors as constituted at such
time.
ARTICLE VIII
AMENDMENT
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These By-Laws may be amended at a stockholders' meeting by vote of a
majority in interest of all voting stock issued and outstanding.
These By-Laws consisting of Article One to Eight approved by unanimous
vote of the stockholders this 12th day of March, 1975.
/s/ Larry Clayton, Jr.
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Secretary
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