EXHIBIT 3.57
BYLAWS
OF
HAVEN CREST, INC.
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be
at 1277 Country Club Road, Monongahela, Pennsylvania.
Section 2. The corporation may also have offices at such other
places as the Board of Directors may from time to time appoint or the business
of the corporation may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania".
ARTICLE III
SHAREHOLDERS' MEETING
Section 1. Meetings of the shareholders shall be held at
office of the corporation at 1277 Country Club Road, Monongahela, Pennsylvania
or at such other place or places, either within or without the Commonwealth of
Pennsylvania, as may from time to time be selected.
Section 2. The annual meeting of the shareholders, shall be
the fourth week of March per Shareholder Action dated December 1, 1994. They
shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting. If the annual meeting the annual meeting
shall not be called and held within six months after the designated time, any
shareholder may call such meeting.
Section 3. The presence, in person or by proxy, of the holders
of a majority of the outstanding shares entitled to vote shall constitute a
quorum at all meetings of the shareholders except as otherwise provided by law,
by Articles of Incorporation or by these By-Laws. If however, such quorum shall
not be present at any meeting of the shareholders, those entitled to vote
thereat shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite number of
shares shall be present. In the case of any meeting called for the election of
directors, adjournment or adjournments may be taken 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, until such
directors have been elected, 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.
Section 4. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing
subscribed by such shareholder and delivered to the Secretary at the meeting. No
unrevoked proxy shall be valid after eleven months from the date of its
execution, unless a longer time is expressly provided therein, but in no event
shall a proxy, unless coupled with an interest, be voted on after three years
from the date of its execution. In all elections for directors cumulative voting
shall be allowed. Upon demand made by a shareholder at any election for
directors before the voting begins, the election shall be by ballot. No share
shall be voted at any meeting upon which any installment is due and unpaid. The
original share ledger or transfer book, or a duplicate thereof kept in this
Commonwealth shall be prima facie evidence of the right of the person named
therein to vote thereon.
Section 5. Written notice of the annual meeting shall be
mailed to each shareholder entitled to vote thereat, at such address as appears
on the books of the corporation, at least ______ days prior to the meeting.
Section 6. 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. On request
of the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
Section 7. Special meetings of the shareholders may be called
at any time by the President, or the Board of Directors, or the holders of not
less than one-fifth of all the shares outstanding and entitled to vote. At any
time, upon written request of any person entitled to call a special meeting, it
shall be the duty of the Secretary to call a special meeting of the
shareholders, to be held at such time as the Secretary may fix, not less than
ten nor more than sixty days after receipt of the request.
Section 8. Business transacted at all special meetings shall
be confined to the objects stated in the call and matters germane thereto.
Section 9. Written notice of a special meeting of shareholders
stating the time and place and object thereof, shall be mailed, postage prepaid,
to each shareholder entitled to vote thereat at such address as appears on the
books of the corporation, at least seven days before such meeting, unless a
greater period of notice is required by statute in a particular case.
Section 10. The officer or agent having charge of the transfer
books shall 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 of and the number of shares held by each,
which list 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. The original share ledger or
transfer book, or a duplicate thereof kept in this
Commonwealth, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book, or to vote in
person or by proxy, at any meeting of shareholders.
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 Shareholder. 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. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board 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 or by these By-Laws directed or required to be exercised or done
by the shareholders.
Section 3. The meetings of the Board of Directors may be held
at such place within this Commonwealth, or elsewhere, as a majority of the
directors may from time to time appoint, or as may be designated in the notice
calling the meeting.
Section 4. Each newly elected Board may meet at such place and
time as shall be fixed by the shareholders at the meeting at which such
directors are elected and no notice shall be necessary to the newly elected
directors in order legally to constitute the meeting, or they may meet at such
place and time as may be fixed by the consent in writing of all the directors.
Section 5. Regular meetings of the Board shall be held without
notice on the third Wednesday of January, April, July and October each year at
2:00 p.m. at the registered office of the company, or at such other time and
place as shall be determined by the Board.
Section 6. Special meetings of the Board may be called by the
President on three-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 7. 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. 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 corporate action as though it had
been authorized at a meeting of the Board of Directors.
Section 8. 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 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 V
OFFICERS
Section 1. The executive officers of the corporation shall be
chosen by the directors and shall be a President, Secretary, and Treasurer. The
Board of Directors may also choose a Vice-President and such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall have such authority and shall perform such duties as from time to time
shall be prescribed by the Board. Any two or more offices may be held by the
same person, except the offices of President and Secretary. It shall not be
necessary for the officers to be directors.
Section 2. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 3. The officers of the corporation shall hold office
for one year and until their successors are chosen and have qualified. Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in their judgment the best interests of the
corporation will be served thereby.
Section 4. The President shall be the chief executive officer
of the corporation; he shall preside at all meetings of the shareholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
the general powers and duties of supervision and management usually vested in
the office of President of a corporation.
Section 5. The Secretary shall attend all sessions of the
Board and all meetings of the shareholders and act as clerk thereof, and record
all the votes of the corporation and the minutes of all its transactions in a
book to be kept for that purpose; and shall perform like duties for all
committees of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, and under whose supervision he shall be. He shall
keep in safe custody the corporate seal of the corporation, and when authorized
by the Board, affix the same to any instrument requiring it.
Section 6. The Treasurer shall have 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 keep the moneys
of the corporation in a separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
ARTICLE VI
VACANCIES
Section 1. If the office of any officer or agent, one or more,
becomes vacant for any reason, the Board of Directors may choose a successor or
successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
Section 2. Vacancies in the Board of Directors shall be filled
by a majority of the remaining members 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.
ARTICLE VII
CORPORATE RECORDS
Section 1. There shall be kept at the registered office of the
corporation an original or duplicate record of the proceedings of the
shareholders and of the directors, and the original or a copy of its By-Laws,
including all amendments or alterations thereto to date, certified by the
Secretary of the corporation. An original or duplicate share register shall also
be kept at the registered office, or at the office of a transfer agent or
registrar within this Commonwealth, giving the names of the shareholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the number and date of cancellation of every certificate
surrendered for cancellation.
Section 2. Every shareholder shall have a right to examine, in
person or by agent or attorney, at any reasonable time or times, for any
reasonable purpose, the share register, books or records of account, and records
of the proceedings of the shareholders and directors, and make extracts
therefrom.
ARTICLE VIII
SHARE CERTIFICATES, DIVIDENDS, ETC.
Section 1. The share certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation, as they are issued. They shall be signed by the President and
Secretary-Treasurer and shall bear the corporate seal.
Section 2. Transfers of shares shall be made on the books of
the corporation upon surrender of the certificates thereof or, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer shall be made inconsistent with the provisions of Article 8 of the
Uniform Commercial Code, approved the sixth day of April, one thousand nine
hundred fifty-three (Act No. 1), and its amendments and supplements.
Section 3. 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, or 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, or 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 fixed, as aforesaid. 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.
While the stock transfer books of the corporation are closed, no transfer of
shares shall be made thereon. If no record date is fixed for the determination
of shareholders entitled to receive notice of, or vote at, a shareholders'
meeting, 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 notice of or vote at such meeting.
Section 4. Any person claiming a share certificate to be lost
or destroyed shall make an affidavit or affirmation of that fact and advertise
the same in such manner as the Board of Directors may require, and shall give
the corporation a bond of indemnity with sufficient surety to protect the
corporation or any person injured by the issue of a new certificate from any
liability or expense which it or they may incur by reason of the original
certificate remaining outstanding, whereupon a new certificate may be issued of
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed, but always subject to the approval of the Board of Directors.
Section 5. Subject to the provisions of the statutes, the
Board of Directors may declare and pay dividends upon the outstanding shares of
the corporation out of its surplus from time to time and to such extent as they
deem advisable, in cash, property or in shares of the corporation.
Section 6. Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund 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 interests of the
corporation, and the directors may abolish any such reserve in the manner in
which it was created.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. The fiscal year shall begin the 1st day of January
each year.
Section 3. Whenever written notice is required to be given to
any person, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegram, charges prepaid, to his address
appearing on the books of the corporation, or supplied by him to the corporation
f or the purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a special meeting, the general nature of the business to be
transacted.
Section 4. Whenever any written notice is required by statute,
or by the Articles or By-Laws of this corporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Except in the case of a special meeting, neither the business to be
transacted at nor the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person, either in person or by proxy, at
a meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
Section 5. No shares of the capital stock of the corporation
shall be assigned or transferred by the holder thereof or his heirs, executors,
administrators, or assigns to any person, firm or corporation unless and until
written notice of the intended transfer shall have been given to all other
shareholders and an opportunity shall have first been afforded to any or all
shareholders to purchase said shares within thirty days from date of receipt of
said notice at a price equivalent to book value of such shares on the last
annual statement date or the market value that a bona fide purchaser will pay
for the shares, whichever is the larger of the two.
The book value shall be as determined by the accountants
designated from time to time by the Board of Directors to audit the books of the
corporation and to report thereon.
Within thirty days of receipt of such notice of an intended
sale, the other shareholders shall have the right to purchase said stock in an
amount proportionate to the number of shares held by these shareholders electing
to purchase said shares purpose of the meeting need be specified in the waiver
of notice of such meeting. Attendance of a person, either in person or by proxy,
at any meeting shall constitute a waiver of notice of such meeting, except where
a person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
ARTICLE X
ANNUAL STATEMENT
Section 1. The President and Board of Directors shall present
at each annual meeting a full and complete statement of the business and affairs
of the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI
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.