EXHIBIT 3.34
BY-LAWS
OF
ELDER CREST, INC.
ARTICLE I
NAME AND LOCATION
Section 1. The name of this corporation shall be ELDER CREST,
INC.
Section 2. Its principal office shall be located at 1330 Grant
Building, Pittsburgh 19, Allegheny County, Pennsylvania.
Section 3. Other offices for the transaction of business shall
be located at such places as the Board of Directors may from time to time
determine.
ARTICLE II
CAPITAL STOCK
Section 1. The amount of the capital stock shall be
$150,000.00, which shall be divided into 1500 shares, of the value of $100.00
each.
Section 2. All certificates of stock shall be signed by the
President and the Treasurer and shall be sealed with the corporate seal.
Section 3. Treasury stock shall be held by the corporation
subject to the disposal of the Board of Directors, and shall neither vote nor
participate in dividends.
Section 4. The corporation shall have a first lien on all the
shares of its capital stock, and upon all dividends declared upon the same, for
any indebtedness of the respective holders thereof to the corporation.
Section 5. Transfers of stock shall be made only on the books
of the corporation; and the old certificate, properly endorsed, shall be
surrendered and cancelled before a new certificate is issued. The stockbooks of
the corporation shall be closed against transfers for a period of thirty (30)
days before the day of payment of a dividend and for ten (10) days before each
annual meeting of the stockholders.
Section 6. In case of loss or destruction of a certificate of
stock, no new certificate shall be issued in lieu thereof except upon
satisfactory proof to the Board of Directors of such loss or destruction; and
upon the giving of satisfactory security, by bond or otherwise, against loss to
the corporation. Any such new certificate shall be plainly marked "Duplicate"
upon its face.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. The annual meeting of the stockholders shall be the
fourth week of March per Shareholder Action dated December 1, 1994. At such
meeting the stockholders shall elect directors to serve until their successors
shall be elected and qualified.
Section 2. A special meeting of the stockholders, to be held
at the same place as the annual meeting, may be called at any time by the
President, and in his absence by the Vice President; or by the Directors. It
shall be the duty of the Directors, President or Vice President to call such a
meeting whenever so requested by stockholders holding 51% or more of the capital
stock.
Section 3. Notice of the time and place of all annual and
special meetings shall be mailed by the Secretary to each stockholder ten (10)
days before the date thereof.
Section 4. The President, or, in his absence, the Vice
President, shall preside at all such meetings.
Section 5. At every such meeting each stockholder shall be
entitled to cast one vote for each share of voting stock held in his name; which
vote may be cast by him either in person, or by proxy. All proxies shall be in
writing, and shall be filed with the Secretary and by him entered of record in
the minutes of the meeting.
Section 6. Every stockholder shall have the right to vote, in
person or by proxy, for the number of shares of stock owned by him, for as many
persons as there are directors or managers to be elected, or to cumulate said
shares and give one candidate as many votes as the number of directors
multiplied by the number of his shares of stock shall equal, or to distribute
them on the same principle among as many candidates as he shall think fit.
ARTICLE IV
DIRECTORS
Section 1. The number of authorized Directors of the
corporation shall be not less than 1 nor more than 15, fixed from time to time
by the shareholders. The Directors shall be elected at the annual meeting of the
shareholders and each Director shall be elected to serve until his successor
shall be elected and shall qualify.
Section 2. The Directors shall be elected annually by the
stockholders at the annual meeting and shall hold office for one year or until
their successors are duly elected and qualified.
Section 3. The regular meetings of the Directors shall be held
in the principal office of the corporation immediately after the adjournment of
each annual stockholders' meeting; and also on the first Monday of January,
April, July and October of each year at the hour of 4:00 o'clock P.M. Provided,
however, that whenever such day shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day.
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Section 4. Special meetings of the Board of Directors, to be
held in the principal office of the corporation, may be called by the President;
and in his absence by the Vice President; or by any three (3) members of the
Board. By unanimous consent of the Directors, special meetings of the Board may
be held without notice, at any time and place.
Section 5. Notice of all regular and special meetings, except
those specified in the second sentence of Section 4 of this article, shall be
mailed to each Director by the Secretary at least ten (10) days previous to the
time fixed for the meeting. All notices of special meetings shall state the
purpose thereof.
Section 6. A quorum for the transaction of business at any
regular or special meeting of the Directors shall consist of three (3) members
of the Board; but a majority of those present at any regular or special meeting
shall have power to adjourn the meeting to a future time.
Section 7. The Directors shall elect the officers of the
corporation, and fix their salaries; such election to be held at the directors'
meeting following each annual stockholders' meeting. An officer may be removed
at any time by a two-thirds vote of the full Board of Directors.
Section 8. Vacancies in the Board of Directors may be filled
for the unexpired terms by the remaining directors at any regular or special
directors' meeting.
Section 9. The Directors may, by resolution, appoint members
of the Board as an executive committee, to manage the business of the
corporation during the interim between meetings of the Board.
Section 10. At each annual stockholders' meeting the Directors
shall submit a statement of the business done during the preceding year,
together with a report of the general financial condition of the corporation,
and of the condition of its tangible property.
ARTICLE V
OFFICERS
Section 1. The officers of this corporation shall be a
President, a Vice President, a Secretary and a Treasurer, who shall be elected
for the term of one year, and shall hold office until their successors are duly
elected and qualified. No one shall be eligible to the office of President or
Vice President who is not a director of the corporation; and any such officer
who ceases to be a director shall cease to hold office as President or Vice
President as soon as his successor is elected and qualified. The offices of
Secretary and Treasurer may be held by one person.
Section 2. The President shall preside at all directors' and
stockholders' meetings; shall have general supervision over the affairs of the
corporation and over the other officers; shall sign all stock certificates and
written contracts of the corporation, and countersign all checks; and shall
perform all such other duties as are incident to his office. In case of the
absence or disability of the President, his duties shall be performed by the
Vice President.
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Section 3. The Secretary shall issue notices of all directors'
and stockholders' meetings, and shall attend and keep the minutes of the same;
shall have charge of all corporate books, records and papers; shall be custodian
of the corporate seal; shall attest with his signature, and impress with the
corporate seal, all stock certificates and written contracts of the corporation;
and shall perform all such other duties as are incident to his office.
Section 4. The Treasurer shall have custody of all money and
securities of the corporation and shall give bond, in such sum and with such
sureties as the Directors may require, conditioned upon the faithful performance
of the duties of his office. He shall keep regular books of account and shall
submit them, together with all his vouchers, receipts, records and other papers,
to the Directors for their examination and approval as often as they may
require; and shall perform all such other duties as are incident to his office.
ARTICLE VI
DIVIDENDS AND FINANCE
Section 1. Dividends, to be paid out of the surplus earnings
of the corporation, may be declared from time to time by resolution of the Board
of Directors; but no dividend shall be paid that will impair the capital of the
corporation.
Section 2. The funds of the corporation shall be deposited in
such bank or trust company as the directors shall designate, and shall be
withdrawn only upon the signatures of any of the two following officers:
President or Secretary.
ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall begin on
the first day of May in each year.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered or repealed and
By-Laws may be made at any annual meeting of the stockholders or at any special
meeting thereof if notice of the proposed alteration or repeal or By-Law or
By-Laws to be made be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat, or by the affirmative vote of a majority of the Board of
Directors, at any regular or special meeting of the Board of Directors.
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