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EXHIBIT 3.06
AMENDED AND RESTATED
BYLAWS
OF
SCHUCK'S DISTRIBUTION CO.
(A WASHINGTON CORPORATION)
(AS ADOPTED BY THE STOCKHOLDERS OF THE CORPORATION AS OF OCTOBER 29, 1996)
ARTICLE I
Stockholders
1. Annual Meeting
A meeting of the stockholders shall be held annually in the City of
Phoenix, Arizona, or at any other place designated by the directors hereof, at
8.30 a.m., on the last Friday of May of each year; such meeting of the
stockholders shall be for the purpose of electing directors and for the
transaction of any other business that may come before it.
2. Organization
The Chairman of the Board, or in his absence a chairman appointed by the
stockholders present, shall call meetings of stockholders to order and shall
act as chairman thereof.
The Secretary of the Corporation shall act as secretary of all meetings of
the stockholders. In his absence, the presiding officer may appoint any person
to act as secretary.
3. Quorum
A majority of the stock issued and outstanding represented by the holders
thereof, either in person or by proxy, appointed by an instrument in writing,
shall be a quorum at all meetings of stockholders.
4. Adjournment
If at any annual or special meeting a quorum shall fail to attend in
person, or by proxy, a majority in interest of stockholders attending such
meeting, in person or by proxy, may adjourn the meeting from time to time,
without further notice, until a quorum shall attend, and thereupon any business
may be transacted which might have been transacted by the meeting as originally
called had the same been then held.
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5. Special Annual Meetings
Whenever, from any cause, an annual meeting of stockholders cannot be held
on the day provided, a special annual meeting may be called by the directors in
the manner and at such place as is prescribed for the holding of annual
meetings of stockholders, at which special annual meeting, directors shall be
elected in accordance with such provisions, and shall hold office until their
successors are elected and have qualified in their stead. Notice of such
meeting shall be given as required for other meetings.
6. Voting
Each share of common stock shall entitle the holder thereof to one vote in
the election of directors, a plurality of the votes cast shall elect. Any
other action shall be authorized by a majority of the votes cast except where
the Washington Business Corporation Act prescribes a different percentage of
votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the Articles of Incorporation or
these Bylaws. In the election of directors, and for any other action, voting
need not be by ballot.
7. Special Meetings
Special meetings of the stockholders, for any purpose or purposes, shall
be held whenever called by the Board of Directors, either by written instrument
or by the vote of a majority, and shall be called whenever stockholders owning
10% of the capital stock issued and outstanding shall, in writing, make
application therefor to the President, stating the object of such meeting.
8. Order of Business
The stockholders may determine the order of business at the meetings. If
no order of business be designated, the following shall apply:
1. Roll Call
A quorum being present:
2. Reading of minutes of preceding meeting and action thereon
3. Reports of officers
4. Reports of committees
5. Election of directors
6. Unfinished business
7. New business
9. List of Stockholders
At each meeting of stockholders, a full, true and correct list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
with the number of shares held by each, certified to by the Secretary, shall be
furnished.
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10. Stockholder Action Without Meeting
Any action required by the Washington Business Corporation Act to be taken
at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of all of the
outstanding stock entitled to vote thereon.
ARTICLE II
Board of Directors
1. Number
The business affairs of the Corporation shall be managed and controlled by
a Board of Directors. The number directors constituting the entire Board of
Directors of the Corporation shall, upon the effectiveness of these Amended and
Restated Bylaws be set at nine directors, who need not be stockholders of the
Corporation.
2. Term
Each director shall serve for the term for which he shall have been
elected and until his successor shall have been duly elected and have
qualified.
3. First Meeting
Immediately after each annual election of directors, the newly elected
directors shall meet for the purpose of organization, the election of officers
and the transaction of other business.
4. Special Meetings
Special meetings of the Board of Directors shall be held whenever called
by the Chairman of the Board, or by a majority of the directors; however, a
majority of the directors must be present or have consented in writing to the
waiver of notice for the holding of such a meeting. Unless otherwise specified
in the notice thereof, any and all business may be transacted at a special
meeting.
5. Notice
The Secretary shall give notice to each director of each special meeting
by mailing the name at least ten days before the time of meeting, or by
telegraphing or telephoning not less than five days prior to the time of
meeting.
6. Place of Meeting
The directors shall hold their meetings, and may have an office and kept
the books of the Corporation, at such place or places within or without the
State of Washington as the Board of Directors from time to time may determine.
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7. Quorum
A majority of the Board of Directors, if no vacancy at the time in office,
shall constitute a quorum for the transaction of business. The vote of a
majority of the directors present at any meeting in favor of or against any
proposition shall prevail, except as herein otherwise provided.
8. Chairman
At all meetings of the Board of Directors the Chairman of the Board or, in
his absence, a chairman chosen by the directors present, shall preside.
9. Vacancies
In case of any vacancy among the directors, through death, resignation,
disqualification or other cause, the remaining directors, whether or not
constituting a quorum, may elect a successor to hold office for the unexpired
term of the director whose place shall be vacant and until the election of and
acceptance by his successor.
10. Committees
From time to time the Board of Directors may appoint committees for any
purpose or purposes, who shall have such powers as shall be specified in the
resolution of appointment.
11. Compensation
The directors and officers of the Corporation, and all members of
committees, shall be paid such salaries as may be determined by a vote of a
majority of all of the directors.
12. Action by Resolution
The Board of Directors shall have power to act in the following manner. A
resolution in writing, signed by all of the Board of Directors, shall be deemed
to be action by such Board of Directors to the effect therein expressed, with
the same force and effect as if the same had been duly passed by the same vote
at a duly convened meeting, and it shall be the duty of the Secretary of the
Corporation to record such resolution in the minute book of the Corporation
under its proper date.
13. Hypothecation of Property
The Board of Directors may mortgage or hypothecate all or any portion of
the property of the Corporation without having first procured the consent of
the stockholders to such action, but they shall not dispose of all of the
assets of the Corporation until they are authorized to do so by the majority
vote of the stockholders.
14. Indemnification
The Corporation may indemnify any and all of its directors and officers or
former directors and officers, against expenses incurred by them, including
legal fees or judgments or penalties
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rendered or levied against any such person in a legal action brought against
any such person for actions or omissions alleged to have been committed by any
such person while acting within the scope of his employment as a director or
officer of the Corporation, provided that the Board of Directors shall
determine in good faith that such person did not act, fail to act, or refuse to
act willfully or with gross negligence or with fraudulent or criminal intent in
regard to the matter involved in the action.
ARTICLE III
Officers
1. Executive Officers
The Board of Directors shall elect, as executive officers, a Chairman of
the Board, a President, an Executive Vice President, a Secretary, and a
Controller and in their discretion one or more Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person.
2. Powers
The powers and duties of any office may be vested in and exercised and
performed by any one of the other officers to the extent expressly authorized
from time to time by the Board of Directors or the Chairman of the Board.
3. Voting Securities Owned by the Corporation
Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by such one or more
officers or other persons as are from time to time authorized by the Board of
Directors and any such officer or other person who are from time to time so
authorized by the Board of Directors, may, in the name of and on behalf of the
Corporation, take all such action as any such officer or other person may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any meeting
of security holders of any corporation in which the corporation may own
securities and at any such meeting shall possess and may exercise any and all
rights and power incident to the ownership of such securities and which, as the
owner thereof, the Corporation might have exercised and possessed if present.
4. Subordinates
The Board of Directors may appoint such other officers as it deems
necessary, who shall have such authority and perform such duties as from time
to time may be prescribed by the Board of Directors.
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5. Tenure of Officers
All officials and agents shall be subject to removal at any time, with or
without cause, by the affirmative vote of a majority of the whole Board of
Directors.
6. Chairman of the Board
The Chairman of the Board shall be the chief executive officer of the
Corporation and shall have the general and active management of the business of
the Corporation and general and active supervision and direction over the other
officers, agents and employees and shall see that their duties are properly
performed. He shall, if present, preside at each meeting of the shareholders
and of the Board of Directors and shall be an ex officio member of all
committees of the Board of Directors. He shall perform all duties incident of
the office of Chairman of the Board and chief executive officer and such other
duties as may from time to time be assigned to him by the Board of Directors.
7. Vice Chairman of the Board
In the case of absence or disability of the Chairman of the Board, the
duties and the exercise of powers of that office may be performed by the Vice
Chairman of the Board. In general, he shall perform all duties incident to the
office of Vice Chairman of the Board and such other duties as may from time to
time be assigned to him by the Board of Directors or, subject to the control of
the Board of Directors, the Chairman of the Board.
8. President
The President shall be the chief operating officer of the Corporation. He
shall have such other duties as the Board of Directors or the Chairman of the
Board shall assign.
9. Executive Vice President
In the case of the absence or disability of the President, the duties and
exercise of powers of that office may, upon direction of the Board of Directors
or of the Chairman of the Board, be performed by the Executive Vice President.
In general, he shall perform all duties incident to the office of Executive
Vice President and such other duties as may from time to time be assigned to
him by the Board of Directors, the President or the Chairman of the Board.
10. Senior Vice President
In the case of the absence or disability of the Executive Vice President,
the duties and exercise of powers of that office may, upon direction of the
Board of Directors or of the Chairman of the Board, be performed by the Senior
Vice President. In general, he shall perform all duties incident to the office
of Senior Vice President and such other duties as may from time to time be
assigned to him by the Board of Directors, the President or Chairman of the
Board.
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11. Vice President
In the case of the absence or disability of the Executive Vice President
or Senior Vice President or of any office that they might then be entitled to
occupy, the duties of such office may be exercised by the Vice President upon
direction of the Board of Directors or of the Chairman of the Board. In
general, he shall perform all duties incident to the offices of Vice President
and such other duties which may be assigned to him from time to time by the
Board of Directors.
12. Controller
The Controller shall have custody of all the funds and securities of the
Corporation which may come into his hands; he shall endorse for collection, on
behalf of the Corporation, checks, notes and other obligations, and shall
deposit the same to the credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate; he may sign receipts and
vouchers for payments made to the Corporation, and he shall sign checks made by
the Corporation and pay out and dispose of the same under the direction of the
Board of Directors, whenever required by the Board of Directors, he shall
render a statement of his cash accounts; he shall enter regularly in books of
the Corporation, to be kept for that purpose, full and accurate accounts of all
moneys received and paid by him on account of the Corporation; and he shall
perform all duties incident to the position of controller, subject to the
control of the Board of Directors.
The duties of the Controller shall also be to maintain adequate records of
all assets, liabilities and transactions of this Corporation; to see that
adequate audits thereof are currently regularly made; and, in conjunction with
other officers and department heads, to initiate and enforce measures and
procedures whereby the business of this Corporation shall be conducted with the
maximum safety, efficiency, and economy. In general, he shall perform all
duties incident to the office of Controller and such other duties as may from
time to time be assigned to him by the Board of Directors or by any duly
authorized committee of the directors, or by the President.
13. Secretary
The Secretary shall keep the minutes of all proceedings of the Board of
Directors and the minutes of all meetings of the stockholders; he shall attend
to the giving and serving of all notices for the Corporation; he shall have
authority to sign with any other officer in the name of the Corporation all
contracts authorized by the Board of Directors, and shall affix the seal of the
Corporation, if any, thereto; he shall have charge of the certificate books and
such other books and papers as the Board of Directors may direct; he shall have
authority to sign, with the President or any Vice President, certificates of
stock and he shall perform all duties incident to the office of secretary,
subject to the control of the Board of Directors. The Secretary shall, if
directed by the Board of Directors, sign and execute all authorized bonds,
contracts or other obligations, in the name of the Corporation.
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14. Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers shall, respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall require. Assistant
Treasurers or Assistant Secretaries shall perform such duties as shall be
assigned to them by the Treasurer and by the Secretary, respectively, or by the
Board of Directors, or any duly authorized committee of Directors, or the
President. Assistant Treasurers and Assistant Secretaries may, at the request
or in the absence or disability of the Secretary, sign and attest certificates
for stock of the Corporation.
ARTICLE IV
Capital Stock
1. Certificates
The certificates for shares of stock of the Corporation shall be in such
form as shall be approved by the Board of Directors. The certificates shall be
signed by the President or any vice President and by the Secretary or any
Assistant Secretary.
2. To be Entered
All certificates of stock shall be consecutively numbered, and the names
of the owners, the number of shares and date of issue shall be entered in the
Corporation's books.
3. Certificate Canceled
Except in cases where certificates are lost or destroyed and in that case
after the receipt of satisfactory bond, unless the giving of a bond be waived
by the Board of Directors, no new certificates shall be issued until the former
certificates for the shares represented thereby shall have been surrendered and
cancelled.
4. Transfer
Shares shall be transferred only on the books of the Corporation by the
holder thereof in person or by his attorney, upon the surrender and
cancellation of certificates for a like number of shares.
5. Regulations
The Board of Directors may make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates of
stock of the Corporation.
6. Dividends
The Board of Directors may from time to time declare dividends upon the
capital stock from the surplus or net profits of the Corporation and, subject
to the provisions of the Articles of
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Incorporation, may fix and change the dates for the declaration and payment of
dividends; provided, however, that any such declaration of dividends is not in
conflict with the terms of any stockholder's agreement in effect at such time.
ARTICLE V
Seal
The Board of Directors may, but need not, design and have a suitable seal,
which seal shall be in charge of the Secretary to be used as directed by the
Board of Directors.
ARTICLE VI
Waiver of Notice
Any stockholder, director or officer may waive any notice required to be
given to these Bylaws.
ARTICLE VII
The word "directors," occurring in these Bylaws, means "Board of
Directors."
ARTICLE VIII
Amendment
These Bylaws may be amended, repealed or altered by the Board of
Directors, subject to repeal or change by action of the stockholders.
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