Exhibit 3.2(b)
BY-LAWS
OF
ACCESS FINANCIAL SOLUTIONS, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Baltimore,
State of Maryland.
Section 2. The corporation may also have offices at such other
places both within and without the State of Maryland as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders shall be held at the office
of the corporation in McConnellsburg, Pennsylvania or at such other place within
the United States as designated in the by-laws or fixed by the board of
directors pursuant to the by-laws.
Section 2. Annual meetings of stockholders, commencing with the year
1983, shall be held on the 1st day of March if not a legal holiday, and if a
legal holiday then on the next secular day following, at 10 A.M., or at such
other date and time as shall be fixed by the board of directors between the
fifteenth day of February and fifteenth day of March and stated in the notice of
the meeting, at which they shall elect a board of directors and may transact any
business within the powers of the corporation. Any business of the corporation
may be transacted at the annual meeting without being specially designated in
the notice, except such business as is specifically required by statute to be
stated in the notice.
Section 3. At any time in the internal between annual meetings,
special meetings of the stockholders may be called by the board of directors, or
by the president, a vice-president, the secretary, or an assistant secretary.
Section 4. Special meetings of stockholders shall be called by the
secretary upon written request of the holders of shares entitled to not less
than twenty-five percent of all the votes entitled to be cast at such meeting.
Such request shall state the purpose or purposes of such meeting and the matters
proposed to be acted on thereat. The secretary
shall inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment by the corporation of such
costs the secretary shall give notice stating the purpose or purposes of the
meeting to all stockholders entitled to vote at such meeting. No special meeting
need be called upon the request of the holders of shares entitled to cast less
than a majority of all votes entitled to be cast at such meeting, to consider
any matter which is substantially the same as a matter voted upon at any special
meeting of the stockholders held during the preceding twelve months.
Section 5. Not less than ten or more than ninety days before the
date of every stockholders' meeting, the secretary shall give to each
stockholder entitled to vote at such meeting, and to each stockholder not
entitled to vote who is entitled by statute to notice, written or printed notice
stating the time and place of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, either by mail or by
presenting it to him personally or by leaving it at his residence or usual place
of business. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at his post-office
address as it appears on the records of the corporation, with postage thereon
prepaid.
Section 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 7. At any meeting of stockholders the presence in person or
by proxy of stockholders entitled to cast a majority of the votes thereat shall
constitute a quorum; but this section shall not affect any requirement under the
statute or under the charter for the vote necessary for the adoption of any
measure. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn 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 8. A majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of the votes cast is required by the
statute or by the charter.
Section 9. Unless the charter provides otherwise, 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 stockholders; but no share shall be entitled
to vote if any installment payable thereon is overdue and unpaid. A stockholder
may vote the shares owned of record by him either in person or by proxy executed
in writing by the stockholder or by duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from its date, unless otherwise provided in
the proxy. At all meetings of stockholders, unless the voting is conducted by
inspectors, all questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided by
the chairman of the meetings.
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Section 10. Any action required or permitted to be taken at any
meeting of stockholders may be taken without a meeting if a consent in writing,
setting forth such action, is signed by all the stockholders entitled to vote on
the subject matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such consent and
waiver are filed with the records of the incorporation.
ARTICLE III
DIRECTORS
Section 1. The number of directors of the corporation shall be three
(3). By vote of a majority of the entire board of directors, the number of
directors fixed by the charter or by these by-laws may be increased or decreased
from time to time not exceeding nine nor less than three, but the tenure of
office of a director shall not be affected by any decrease is the number of
directors so made by the board. Until the first annual meeting of stockholders
or until successors are duly elected and qualify, the board shall consist of the
persons named as such in the charter. At the first annual meeting of
stockholders and at each annual meeting thereafter, the stockholders shall elect
directors to hold office until the next annual meeting or until their successors
are elected and qualify. Directors need not be stockholders in the corporation.
Section 2. Any vacancy occurring in the board of directors for any
cause other than by reason of an increase in the number of directors may be
filled by a majority of the remaining members of the board of directors,
although such majority is less than a quorum. Any vacancy occurring by reason of
an increase in the number of directors may be filled by action of a majority of
the entire board of directors. A director elected by the board of directors to
fill a vacancy shall be elected to hold office until the next annual meeting of
stockholders or until his successor is elected and qualifies.
Section 3. The business and affairs of the corporation shall be
managed by its board of directors, which may exercise all of the powers of the
corporation, except such as are by law and by the charter or by these by-laws
conferred upon or reserved to the stockholders.
Section 4. At any meeting of stockholders, duly called and at which
a quorum is present, the stockholders may, by the affirmative vote of the
holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office any may elect a successor or successors to
fill any resulting vacancies for the unexpired terms of removed directors.
MEETINGS OP THE BOARD OF DIRECTORS
Section 5. Meetings of the board of directors, regular or special,
may be held at any place in or out of the State of Maryland as the board may
from time to time determine.
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Section 6. 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 stockholders 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. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 7. Regular meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board of directors.
Section 8. Special meeting of the board of directors may be called
at any time by the board of directors or the executive committee, if one be
constituted, by vote at a meeting, or by the president or by a majority of the
directors or a majority of the members of the executive committee in writing
with or without a meeting. Special meetings may be held at such place or places
within or without Maryland as may be designated from time to time by the board
of directors; in the absence of such designation such meetings shall be held at
such places as may be designated in the call.
Section 9. Notice of the place and time of every special meeting of
the board of directors shall be served on each director or sent to him by
telegraph or by mail, or by leaving the same at his residence or usual place of
business at least two (2) days before the date of the meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail
addressed to the director at his post-office address as it appears on the
records of the corporation with postage thereon prepaid.
Section 10. At all meetings of the board, a majority of the entire
board of directors shall constitute a quorum for the transaction of business and
the action of a majority of the directors present at any meeting at which a
quorum is present shall be the action of the board of directors unless the
concurrence of a greater proportion is required for such action by statute, the
articles of incorporation or these by-laws. If a quorum shall not be present at
any meeting of directors, the directors present thereat may by a majority vote
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 11. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the board or of such committee, as the case my be, and such written consent
is filed with the minutes of proceedings of the board or committee.
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COMMITTEES OF DIRECTORS
Section 12. The board of directors may appoint from among its members
an executive committee and other committees composed of two or more directors,
and may delegate to such committees, in the intervals between meetings of the
board of directors, any or all of the powers of the board of directors in the
management of the business and affairs of the corporation, except the power to
declare dividends, to issue stock or to recommend to stockholder any action
requiring stockholders' approval. In the absence of any member of any such
committee, the member thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the board of directors to act in
the place of such absent members.
Section 13. The committees shall keep minutes of their proceedings
and shall report the same to the board of directors at the meeting next
succeeding, and any action by the committees shall be subject to revision and
alteration by the board of directors, provided that no rights of third persons
shall be affected by any such revision or alteration.
COMPENSATION OF DIRECTORS
Section 14. Directors, as such, shall not receive any state salary
for their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed to directors for attendance at each regular or
special meeting of the board of directors, or of any committee thereof, but
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefore.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. In the case of
stockholders' meetings the notice may be left at the stockholders residence or
usual place of business. Notice to directors may also be given by telegram.
Section 2. Whenever any notice of the time, place or purpose of any
meeting of stockholders, directors or committees is required to be given under
the provisions of the statute or under the provisions of the charter or these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to such notice and filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance at the meeting of stockholders
in person or by proxy, or at the meeting of directors or committee in person,
shall be deemed equivalent to the giving of such notice to such persons.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The president shall be selected from among the directors. The board
of directors may also choose additional vice-presidents, and one or more
assistant secretaries and assistant treasurers. Two or more offices, except
those of president and vice-president, may be held by the same person but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law, the charter or these by-laws to
be executed, acknowledged or verified by two or more officers.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president from among the
directors, and shall choose one or more vice-presidents, a secretary and a
treasurer, none of whom need be 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.
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 serve for one year
and until their successors are chosen and qualify. Any officer or agent may be
removed by the board of directors whenever, in its judgment, the best interests
of the corporation will be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy shall be filled
by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors,
shall have general and active management of the business of the corporation, and
shall see that all orders arid resolutions of the board are carried into effect.
Section 7. He shall execute in the corporate name all authorized
deeds, mortgages, bonds, contracts or other instruments requiring a seal, except
in cases in which the signing or execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the corporation.
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
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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 stockholders 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 stockholders 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.
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 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 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.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Each stockholder shall be entitled to a certificate or
certificates which shall represent and certify the and kinds and class of sharer
owned by him in the corporation. Each certificate shall be signed by the
president or vice-president and countersigned by the secretary or an assistant
secretary or the treasurer or an assistant treasurer.
Section 2. The signatures may be either manual or facsimile
signatures. In case any officer who has signed any certificate ceases to be an
officer of the corporation before the certificate is issued, the certificate may
nevertheless be issued by the corporation with the same effect as if the officer
had not ceased to be such officer as of the date of issue. Every certificate
representing stock issued by a corporation which is authorized to issue stock of
more than one class shall set forth upon the face or back of the certificate, a
full statement or summary of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the board of directors of subsequent series. A summary of such information
included in a registration statement permitted to become effective under the
Federal Securities Act of 1933, as now or hereafter amended, shall be an
acceptable summary for the purposes of this section. In lieu of such full
statement or summary, there may be set forth upon the face or back of the
certificate a statement that the corporation will furnish to any stockholder
upon request and without charge, a full statement of such information. Every
certificate representing shares which are restricted or limited as to
transferability by the corporation issuing such shares shall either (i) set
forth upon the face or back of the certificate a full statement of such
restriction or limitation or (ii) state that the corporation furnish such a
statement upon request and without charge to any holder of such shares. No
certificate shall be issued for any shares of stock until such share is full
paid.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been stolen, lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be stolen, lost 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 stolen, lost or destroyed certificate of certificates, or his
legal representative, to advertise the same in such manner as it shall require
and to give the corporation a bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim which may arise by reason of the
issuance of a new certificate.
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TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The board of directors may fix, in advance, a date as
the record date for the purpose of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or in order to
make a determination of stockholders for any other proper purpose. Such date, in
any case, shall be not more than sixty days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, the board of directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, twenty
days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days immediately preceding such meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of sharer 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
Maryland.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, 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 its own shares,
subject to the provisions of the statute and of the articles of incorporation.
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
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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.
ANNUAL STATEMENT
Section 3. The president or vice-president or the treasurer shall
prepare or cause to be prepared annually a full and correct statement of the
affairs of the corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted at the
annual meeting and shall be filed within twenty days thereafter at the principal
office of the corporation in the State of Maryland.
CHECKS
Section 4. All checks, drafts, and orders for the payment of money,
notes and other evidences o f indebtedness, issued in the name of the
corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
STOCK LEDGER
Section 6. The corporation shall maintain at its office in the
City of McConnellsburg, Pennsylvania, an original stock ledger containing the
names and addresses of all stockholders and the number of shares of each class
held by each stockholder. Such stock ledger may be in written form or any other
form capable of being converted in to written form within a reasonable time for
visual inspection.
ARTICLE VIII
AMENDMENTS
Section 1. The board of directors shall have the power, at any
regular meeting or at any special meeting if notice thereof be included in the
notice of such special meeting, to alter or repeal any by-laws of the
corporation and to make new by-laws, except that the board of directors shall
not alter or repeal any by-laws made by the stockholders.
Section 2. The stockholders shall have the power, at any annual
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any by-laws of the corporation and to
make new by-laws.
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