EXHIBIT 3.70
CODE OF REGULATIONS
OF
MARSHALL PROPERTIES, INC.
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ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the
corporation shall be at such place in the City of Lima, Ohio, as may be
designated from time to time by the Board of Directors.
Section 2. Other Offices. The corporation shall also have
offices at such other places within, as well as without, the State of Ohio as
the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders of this corporation for the purpose of fixing or changing the
number of directors of the corporation, electing directors and transacting such
other business as may properly come before the meeting, shall be held on the
first Monday of the fourth month following the close of each fiscal year of the
corporation, if not a legal holiday, but if a legal holiday, then on the next
business day following, or on such other day or date as shall be designated by
the Board of Directors.
Section 2. Special Meetings. Special meetings of the
shareholders may be called at any time by the President or a Vice President, a
majority of the Board of Directors acting with or without a meeting, or the
holder or holders of one-fourth of all shares outstanding and entitled to vote
thereat.
Section 3. Place of Meetings. Meetings of shareholders shall
be held at the office of the corporation in the City of Lima, Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place
within or without the State of Ohio and causes the notice thereof to so state.
Section 4. Notice of Meetings. Unless waived, a written,
printed or typewritten notice of each annual or special meeting stating the day,
hour and place and the purpose or purposes thereof shall be served upon or
mailed to each shareholder of record entitled to notice of the meeting (a) as of
the day next preceding the day on which notice is given or (b) if a record date
therefor is duly fixed, of record as of said date. Such notice shall be given
not more than sixty (60) days nor less than seven (7) days before any such
meeting. If mailed, it shall be directed to a shareholder at his address as the
same appears upon the records of the corporation.
All notices with respect to any shares of record in the names
of two or more persons may be given to whichever of such persons is named first
on the books of the corporation and notice so given shall be effective as to all
the holders of record of such shares.
Every person who by operation of law, transfer, or otherwise
shall become entitled to any share or right or interest therein shall be bound
by every notice in respect of such share that, prior to his name and address
being entered upon the books of the corporation as the registered holder of such
share, shall have been given to the person in whose name such share appeared of
record.
Section 5. Waiver of Notice. Any shareholder, either before or
after any meeting, may waive any notice required to be given by law or under
these Regulations; and whenever all of the shareholders entitled to vote shall
meet in person or by proxy and consent to holding a meeting, it shall be valid
for all purposes without call or notice, and at such meeting any action may be
taken.
Section 6. Quorum. The shareholders present in person or by
proxy at any meeting for the determination of the number of directors, or the
election of directors, or for the consideration and action upon reports,
required to be laid before such meeting, shall constitute a quorum.
At any meeting called for any other purpose, the holders of
shares entitling them to exercise a majority of the voting power of the
corporation, present in person or represented by proxy, shall constitute a
quorum, except when a greater proportion is required by law, the Articles of
Incorporation or these Regulations.
At any meeting at which a quorum is present, all questions and
business that shall come before the meeting shall be determined by the vote of
the holders of a majority of such voting shares as are represented in person or
by proxy, except when a greater proportion is required by law, these
Regulations, or the Articles of Incorporation.
At any meeting, whether a quorum is present or not, the
holders of a majority of the voting shares represented by shareholders present
in person or by proxy may adjourn from time to time and from place to place
without notice other than by announcement at the meeting. At any such adjourned
meeting at which a quorum is present, any business may be transacted which might
be transacted at the meeting as originally notified or held.
Section 7. Voting. At any meeting of shareholders, each
shareholder of the corporation shall, except as otherwise provided by law or by
the Articles of Incorporation or by these Regulations, be entitled to one vote
in person or by proxy for each share of the corporation registered in his name
on the books of the corporation (1) on the date fixed pursuant to subparagraph
(f) of Section 2 of Article IV of these Regulations as the record date for the
determination of shareholders entitled to vote at such meeting, notwithstanding
the prior or subsequent sale, or other disposal of such share or shares or
transfer of the sane on the books of the corporation on or after the date so
fixed, or (2) if no such record date shall have been fixed, then at the time of
such meeting.
Section 8. Financial Reports. At the annual meeting of
shareholders, or the meeting held in lieu thereof, there shall be laid before
the shareholders a financial statement consisting of: (1) a balance sheet
containing a summary of the assets, liabilities, stated capital, and surplus
(showing separately any capital surplus arising from unrealized appreciation of
assets, other capital surplus, and earned surplus) of the corporation as of a
date not more than four (4) months before such meeting; if such meeting is an
adjourned meeting, said balance sheet may be as of a date not more than four (4)
months before the date of the meeting as originally convened; and (2) a
statement of profit and loss and surplus, including a summary of profits,
dividends paid, and other changes in the surplus accounts of the corporation for
the period commencing with the date marking the end of the period for which the
last preceding statement of profit and loss under this section was made and
ending with the date of said balance sheet. An opinion signed by the President
or a Vice President or the Treasurer or an Assistant Treasurer, or by a public
accountant or firm of public accountants, shall be appended to such financial
statement, stating that the financial statement presents fairly the
corporation's financial position and the results of its operations in conformity
with generally accepted accounting principles applied on a basis consistent with
that of the preceding period, or such other opinion as is in accordance with
sound accounting practice.
Section 9. Action Without Meeting. Any action which may be
authorized or taken at any meeting of shareholders may be authorized or taken
without a meeting in a writing or writings signed by all of the holders of
shares who would be entitled to notice of a meeting of the shareholders held for
such purpose. Such writing or writings shall be filed with or entered upon the
records of the corporation.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. 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. Election of Directors. Directors shall be elected
at the annual meeting of shareholders, but when the annual meeting is not held
or directors are not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot whenever
requested by any shareholder entitled to vote at such election; but, unless such
a request is made, the election may be conducted in any manner approved at such
meeting.
At each meeting of shareholders for the election of directors,
the persons receiving the greatest number of votes shall be directors.
Section 3. Term of Office. Directors shall hold office until
the annual meeting next succeeding their election and until their successors are
elected and qualified.
Section 4. Vacancies. Vacancies in the Board of Directors may
be filled by a majority vote of the remaining directors until an election to
fill such vacancies is had.
Shareholders entitled to elect directors shall have the right to fill any
vacancy in the board (whether the same has been temporarily filled by the
remaining directors or not) at any meeting of the shareholders called for that
purpose, and any directors elected at any such meeting of shareholders shall
serve until the next annual election of directors and until their successors are
elected and qualified.
ARTICLE IV
POWERS, MEETINGS, COMPENSATION, AND CONFLICTS
OF DIRECTORS
Section 1. General Powers of Board. The powers of the
corporation shall be exercised, its business and affairs conducted, and its
property controlled by the Board of Directors, except as otherwise provided in
the Articles of Incorporation, amendments thereto, or the Ohio General
Corporation Law.
Section 2. Other Powers. Without prejudice to the general
powers conferred by or implied in the preceding section, the directors, acting
as a Board, shall have powers:
(a) To fix, define and limit the powers and duties of all
officers and to fix the salaries of all officers;
(b) To appoint, and at their discretion, with or without
cause, to remove, or suspend, such subordinate officers, assistants, managers,
agents and employees as the directors may from time to time deem advisable, and
to determine their duties and fix their compensation;
(c) To require any officer, agent or employee of the
corporation to furnish a bond for faithful performance in such amount and with
such sureties as the Board may approve;
(d) To designate a depositary or depositaries of the funds of
the corporation and the officer or officers or other persons who shall be
authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other
instruments on behalf of the corporation;
(e) To appoint and remove transfer agents and/or registrars
for the corporation's shares;
(f) To fix a time not exceeding sixty days preceding 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 (subject
to contract rights with respect thereto) the date when any change or conversion
or exchange of shares shall 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, distribution, or
allotment of rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares, and, in such case, only the persons who are
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, distribution,
or 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, or change of ownership of any shares either
before or after such record date, and such persons shall conclusively be deemed
to be the shareholders of the corporation on such record date,
notwithstanding notice or knowledge to the contrary; and the Board of Directors
may close the books of the corporation against transfer of shares during the
whole or any part of such period; and
(g) To establish such rules and regulations respecting the
issuance and transfer of shares and certificates for shares as the Board of
Directors may consider reasonable.
Section 3. Meetings of the Board. A meeting of the Board of
Directors shall be held immediately following the adjournment of each
shareholders' meeting at which directors are elected, and notice of such meeting
need not be given. The Board of Directors may, by by-laws or resolution, provide
for other meetings of the Board.
Special meetings of the Board of Directors may be held at any
time upon call of the President, a Vice President, or any two members of the
Board. Notice of any special meeting of the Board of Directors shall be mailed
to each director, addressed to him at his residence or usual place of business,
at least five (5) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telegram or the equivalent, or be given
personally or by telephone, not later than the day before the day on which the
meeting is to be held. Every such notice shall state the time and place of the
meeting but need not state the purposes thereof. Notice of any meeting of the
Board need not be given to any director, however, if waived by him in writing or
by telegram or the equivalent, whether before or after such meeting be held, or
if he shall be present at such meeting; and any meeting of the Board shall be a
legal meeting without any notice thereof having been given if all the directors
shall be present thereat.
All meetings of the Board shall be held at the office of the
corporation in the City of Lima, Ohio, or at such other place, within or without
the State of Ohio, as the Board may determine from time to time and as may be
specified in the notice thereof.
Section 4. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that whenever less
than a quorum is present at the time and place appointed for any meeting of the
Board, a majority of those present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until a quorum shall
be present.
Section 5. Action without Meeting. Any action which may be
authorized or taken at a meeting of the directors may be authorized or taken
without a meeting in a writing or writings signed by all the directors, which
writing or writings shall be filed with or entered upon the records of the
corporation.
Section 6. Compensation. The directors, as such, shall not
receive any 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. Members of the executive
committee or of any standing or special committee may by resolution of the Board
be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to directors for special
services rendered.
Section 7. Conflicts. A director of this corporation shall not
be disqualified by his office from dealing or contracting with the corporation
as a vendor, purchaser, employee, agent, attorney, or otherwise, nor shall any
transaction or contract or act of this corporation be void or voidable or in any
way affected or invalidated by reason of the fact that any director, or any firm
of which any director is a number, or any corporation of which any director is a
shareholder, officer, or director, is in any way interested in such transaction
or contract or act, provided the fact that such director or such firm or such
corporation is so interested shall be disclosed or shall be known to the Board
of Directors or such members thereof as shall be present at any meeting of the
Board of Directors at which action upon any such contract or transaction or act
shall be taken. No such director shall be accountable to or responsible to the
corporation for or in respect to any such transaction or contract or act of this
corporation or for any gains or profits realized by him by reason of the fact
that he, or any firm of which he is a member, or any corporation of which he is
a shareholder, officer, or director, is interested in such transaction or
contract or act. Any director may be counted in determining the existence of a
quorum at any meeting of the Board of Directors that shall authorize or take
action in respect to any such contract or transaction or act, and may vote
thereat to authorize, ratify, or approve any such contract or transaction or
act. Any officer of the corporation may take any action within the scope of his
authority respecting any such contract or transaction or act with like force and
effect as if he or any firm of which he is a member or any corporation of which
he is a shareholder, officer, or director were not interested in such
transaction or contract or act. Without limiting or qualifying the foregoing, if
in any judicial or other inquiry, suit, cause or proceeding, the question of
whether a director or officer of the corporation has acted in good faith is
material, then notwithstanding any statute or rule of law or of equity to the
contrary (if any there be), his good faith shall be presumed in the absence of
proof to the contrary by clear and convincing evidence.
Section 8. Indemnification. Each person who at any time is or
shall have been a director, officer, employee or agent of the corporation, or is
or shall have been serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and his or her heirs, executors and
administrators, shall be indemnified by the corporation against any cost or
expense reasonably incurred by him or her in connection with any threatened,
pending, or completed action, suit or proceeding by reason of such service to or
for the corporation in accordance with and to the full extent permitted by the
Ohio General Corporation Law (Ohio Rev. Code ss.1701.13(E)) as in effect at the
time of the adoption of these Regulations or as amended from time to time
thereafter. The foregoing right of indemnification shall not be deemed exclusive
of other rights to which any director, officer, employee, agent or other person
may be entitled in any capacity as a matter of law or under any regulation,
agreement, vote of directors or otherwise. The corporation, its directors,
officers, employees and agents shall be fully protected in taking any action or
making any payment under this section, or in refusing so to do, in reliance upon
the advice of counsel. If authorized by the Board of Directors, the corporation
may purchase and maintain insurance against liability on behalf of any such
person to the full extent permitted by law in effect at the time of the adoption
of these Regulations or as changed from time to time.
Section 9. Reliance on Books and Records. Each officer,
director or member of any committee designated by the Board of Directors of the
corporation shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the corporation by any of its officials or
by an independent public accountant or by an appraiser selected with reasonable
care by the Board of Directors of the corporation or by any such committee or in
relying in good faith upon other records of the corporation.
Section 10. By-Laws. For the government of its actions, the
Board of Directors may adopt regulations consistent with the Articles of
Incorporation and these Regulations.
Section 11. Committees. The Board of Directors may by
resolution provide for such standing or special committees as it deems
desirable, and discontinue the same at pleasure. Each such committee shall have
such powers and perform such duties, not inconsistent with law, as may be
delegated to it by the Board of Directors. Vacancies in such committees shall be
filled by the Board of Directors or as it may provide.
ARTICLE V
OFFICERS
Section 1. General Provisions. The Board of Directors shall
elect a President, such number of Vice Presidents as the Board may from time to
time determine, a Secretary and Treasurer, and, in its discretion, a Chairman of
the Board of Directors. The Board of Directors may from time to time create such
offices and appoint such other officers, subordinate officers and assistant
officers as it may determine. Any two or more of such offices, other than that
of President and Vice President, Secretary and Assistant Secretary, or Treasurer
and Assistant Treasurer, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity.
Section 2. Term of Office. The officers of the corporation
shall hold office during the pleasure of the Board of Directors, and unless
sooner removed by the Board of Directors, until the reorganization meeting of
the Board of Directors following the date of their election and until their
successors are chosen and qualified. The Board of Directors may remove any
officer at any time, with or without cause, by a majority vote. A vacancy in any
office, however created, shall be filled by the Board of Directors.
ARTICLE VI
DUTIES OF OFFICERS
Section 1. Chairman of the Board. The Chairman of the Board,
if one be elected, shall preside at all meetings of the Board of Directors and
shall have such other powers and duties as may be prescribed by the Board of
Directors.
Section 2. President. The President shall be the chief
executive officer of the corporation and shall exercise supervision over the
business of the corporation and over its several officers, subject, however, to
the control of the Board of Directors. He shall preside at all meetings of
shareholders and, in the absence of, or if a Chairman of the Board shall not
have been elected, shall also preside at meetings of the Board of Directors. He
shall have authority to sign all certificates for shares and all deeds,
mortgages, bonds, contracts, notes and other instruments requiring his
signature; and shall have all the powers and duties prescribed by the
Ohio general corporation law and such others as the Board of Directors may from
time to time assign to him.
Section 3. Vice Presidents. The Vice Presidents shall perform
such duties as are conferred upon them by these regulations or as may from time
to time be assigned to them by the Board of Directors or the President. At the
request of the President, or in his absence or disability, the Vice President,
designated by the President (or in the absence of such designation, the Vice
President designated by the Board), shall perform all the duties of the
President, and when so acting, shall have all the powers of the President. The
authority of Vice Presidents to sign in the name of the corporation all
certificates for shares and authorized deeds, mortgages, bonds, contracts, notes
and other instruments, shall be coordinate with like authority of the President.
Any one or more of the Vice Presidents may be designated as an "Executive Vice
President."
Section 4. Secretary. The Secretary shall keep minutes of all
the proceedings of the shareholders and Board of Directors, and shall make
proper record of the same, which shall be attested by him; sign all certificates
for shares, and all deeds, mortgages, bonds, contracts, notes, and other
instruments executed by the corporation requiring his signature; give notice of
meetings of shareholders and directors; produce on request at each meeting of
shareholders for the election of directors a certified list of shareholders
arranged in alphabetical order; keep such books as may be required by the Board
of Directors, and file all reports to States, to the Federal Government, and to
foreign countries; and perform such other and further duties as may from time to
time be assigned to him by the Board of Directors or by the President.
Section 5. Treasurer. The Treasurer shall have general
supervision of all finances; he shall receive and have in charge all money,
bills, notes, deeds, leases, mortgages and similar property belonging to the
corporation, and shall do with the same as may from time to time be required by
the Board of Directors. He shall cause to be kept adequate and correct accounts
of the business transactions of the corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, stated capital, and
shares, together with such other amounts as may be required, and, upon the
expiration of his term of office, shall turn over to his successor or to the
Board of Directors all property, books, papers and money of the corporation in
his hands; and he shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.
Section 6. Assistant and Subordinate Officers. The Board of
Directors may appoint such assistant and subordinate officers as it may deem
desirable. Each such officer shall hold office during the pleasure of the Board
of Directors, and perform such duties as the Board of Directors may prescribe.
The Board of Directors may, from time to time, authorize any officer to appoint
and remove assistant and subordinate officers, to prescribe their authority and
duties, and to fix their compensation.
Section 7. Duties of Officers may be Delegated. In the absence
of any officer of the corporation, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may delegate, for the time
being, the powers or duties, or any of them, of such officer to any other
officer, or to any director.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form and Execution. Certificates for shares shall
be issued to each shareholder in such form as shall be approved by the Board of
Directors. Such certificates shall be signed by the Chairman of the Board of
Directors or the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
corporation, which certificates shall certify the number and class of shares
held by the shareholder in the corporation, but no certificate for shares shall
be delivered until such shares are fully paid. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the corporation may be facsimile, engraved, stamped or
printed. Although any officer of the corporation whose manual or facsimile
signature is affixed to a share certificate shall cease to be such officer
before the certificate is delivered, such certificate, nevertheless, shall be
effective in all respects when delivered.
Such certificate for shares shall be transferable in person or
by attorney, but, except as hereinafter provided in the case of lost, mutilated
or destroyed certificates, no transfer of shares shall be entered upon the
records of the corporation until the previous certificate, if any, given for the
same shall have been surrendered and canceled.
Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, mutilated or destroyed, the Board of Directors
may authorize the issue of a new certificate in place thereof upon such terms
and conditions as it may deem advisable. The Board of Directors in its
discretion may refuse to issue such new certificates until the corporation has
been indemnified to its satisfaction and until it is protected to its
satisfaction by a final order or decree of a court of competent jurisdiction.
Section 3. Registered Shareholders. A person in whose name
shares are of record on the books of the corporation shall conclusively be
deemed the unqualified owner thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the corporation nor any transfer agent
of the corporation shall be bound to recognize any equitable interest in or
claim to such shares on the part of any other person, whether disclosed upon
such certificate or otherwise, nor shall they be obliged to see to the execution
of any trust or obligation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be designated by the
first Federal Income Tax Return filed by the corporation, or on such other day
as may be fixed from time to time by the Board of Directors.
ARTICLE IX
SEAL
The Board of Directors may, in its discretion, provide a
suitable seal containing the name of the corporation. If deemed advisable by the
Board of Directors, duplicate seals may be provided and kept for the purposes of
the corporation.
ARTICLE X
AMENDMENTS
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.