EXHIBIT 3.2(c)
JLG EQUIPMENT SERVICES, INC.
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B Y - L A W S
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ARTICLE I
OFFICES
SECTION 1. The registered office shall be located in the City of
Philadelphia, Commonwealth of Pennsylvania.
SECTION 2. The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. All meetings of the shareholders shall be held at such place
within or without the Commonwealth, as may be from time to time fixed or
determined by the board of directors.
One or more shareholders may participate in a meeting of the
shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
each other.
SECTION 2. An annual meeting of the shareholders, commencing with the
year 1983, shall be held on the 17th day of October if not a legal holiday and,
if a legal holiday, then on the next secular day following at 10:00 A.M., when
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. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than one-fifth of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.
SECTION 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be served upon or mailed, postage prepaid, at least five days
prior to the meeting, unless a greater period of notice is required by statute,
to each shareholder entitled to vote thereat.
SECTION 5. The officer having charge of the transfer books for shares of
the corporation shall prepare and make at least five days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which list shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting.
SECTION 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.
SECTION 7. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and 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 or by these by-laws. If, however, any meeting of
shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors such meeting may be adjourned only from day to day or
for such longer periods not exceeding fifteen days each as the holders of a
majority of the shares present in person or by proxy shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
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. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.
SECTION 9. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after three years from
its date, unless coupled with an interest, and, except where the transfer books
of the corporation have been closed or a date has been fixed as a record date
for the determination of its shareholders entitled to vote, transferees of
shares which are transferred on the books of the corporation within ten days
next preceding the date of such meeting shall not be entitled to vote at such
meeting.
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SECTION 10. In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
do all such acts as may be proper to conduct the election or vote with fairness
to all shareholders, and shall make a written report of any matter determined by
them and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder or his proxy. If there be three
judges of election the decision, act or certificate of a majority, shall be
effected in all respects as the decision, act or certificate of all.
SECTION 11. Any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders who would
be entitled to vote at a meeting for such purpose and shall be filed with the
secretary of the corporation.
SECTION 12. In each election for directors, every shareholder entitled
to vote shall have the right to multiply the number of votes to which he may be
entitled by the total number of directors to be elected in the same election,
and he may cast the whole number of such votes for one candidate or he may
distribute them among any two or more candidates. The candidates receiving the
highest number of votes up to the number of directors to be elected shall be
elected.
ARTICLE III
DIRECTORS
SECTION 1. The number of directors which shall constitute the whole
board shall be three (3). The directors shall be elected at the annual meeting
of the shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.
SECTION 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining number of the board, though less than a quorum and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for that purpose and held prior thereto.
SECTION 3. The business 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 by-laws directed or required to be exercised and done
by the shareholders.
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MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.
One or more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
SECTION 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present. In the
event of the failure of the shareholders 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 shareholders, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for such meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.
SECTION 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by resolution of at least a majority of the board at a duly convened
meeting, or by unanimous written consent.
SECTION 7. Special meetings of the board may be called by the president
on two (2) days' notice to each director, either personally or by mail 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.
SECTION 8. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except as
may be otherwise specifically provided 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 9. If all the directors shall severally or collectively consent
in writing to any action to be taken by the corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
board of directors.
COMMITTEES
SECTION 10. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee to the extent provided in such resolution or in these by-laws,
shall have and exercise the authority of the board of directors in the
management of the
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business and affairs of the corporation. In the absence or disqualification of
any member of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member. The committees
shall keep regular minutes of the proceedings and report the same to the board
when required.
COMPENSATION OF DIRECTORS
SECTION 11. Directors, as such shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
NOTICES
SECTION 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders 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. Notice to
directors may also be given by telegram.
SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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 and secretary shall be natural persons of full age; the
treasurer may be a corporation but, if a natural person, shall be of full age.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of the aforesaid
offices may be held by the same person.
SECTION 2. The board of directors, immediately after each annual meeting
of shareholders, shall elect a president, who may, but need not be a director,
and the board shall also annually choose a vice-president, a secretary and a
treasurer who need not be members 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.
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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 executive committee
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 keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.
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.
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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 VI
CERTIFICATES OF SHARES
SECTION 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be. If more
than one class of shares is authorized, the certificate shall state that the
corporation will furnish to any shareholder, upon request and without charge a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, and the
variations thereof between the shares of each series, and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.
SECTION 2. Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.
SECTION 3. Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
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certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
SECTION 4. The board of directors shall 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 lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificates to be lost, destroyed or wrongfully taken. 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, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and 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 or certificates alleged to have been
lost, destroyed or wrongfully taken.
TRANSFERS OF SHARES
SECTION 5. 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 6. The board of directors may fix a time, not more than fifty
days, prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or the date for the allotment of rights
or the date when any change or conversion or exchange of shares will be made or
go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive
payment of any such dividend or distribution or to receive any such allotment of
rights or to exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meeting or to receive payment of such dividend or to receive such allotment
of rights or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date so
fixed. The board of directors may close the books of the corporation against
transfers of shares during the whole or any part of such period and in such case
written or printed notice thereof shall be mailed at least ten days before the
closing thereof to each shareholder of record at the address appearing on the
records of the corporation or supplied by him to the corporation for the purpose
of notice.
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REGISTERED SHAREHOLDERS
SECTION 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the shares 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 shares, subject to the provisions 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 or reserves 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.
FINANCIAL REPORT TO SHAREHOLDERS
SECTION 3. The directors shall not be required to send, or cause to be
sent, to the shareholders, a financial report as of the closing date of the
preceding fiscal year.
CHECKS
SECTION 4. 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 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL SECTION 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
SECTION 7. A. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director, officer or
member of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
B. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer or member of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation; provided,
however, that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court of common pleas of the county in
which the registered office of the corporation is located or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court of common pleas or such other court shall deem proper.
C. To the extent that a director or officer of the corporation has been
successful on the merits or otherwise, in defense of any action, suit or
proceeding referred to in paragraphs A or B of this Section 7, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
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D. Any indemnification under paragraphs A or B of this Section 7 (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he had met the applicable
standard of conduct set forth in such paragraph. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (2) if
such quorum is not obtainable, or, even if obtainable, a majority vote of a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or (3) by the shareholders.
E. Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized in the manner provided in
paragraph D of this Section 7 upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this Section 7 .
F. The indemnification provided by this Section 7 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement (including indemnification insurance), vote
of shareholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE VIII
AMENDMENTS
SECTION 1. These by-laws may be altered, amended or repealed by a
majority vote of the shareholders entitled to vote thereon at any regular or
special meeting duly convened after notice to the shareholders of that purpose
or by a majority vote of the members of the board of directors at any regular or
special meeting duly convened after notice to the directors of that purpose,
subject always to the power of the shareholders to change such action by the
directors.
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