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EXHIBIT 3.02
AMENDED AND RESTATED
BY-LAWS
OF
NORTHERN AUTOMOTIVE CORPORATION
(An Arizona Corporation)
(As adopted by the Stockholder of the Corporation as of
October 29, 1996)
ARTICLE I
STOCKHOLDERS
1. Annual Meeting
A meeting of the stockholders shall be held annually at the office of this
Company in the City of Phoenix, Arizona1 or at any other place designated by
the directors hereof, on such date as shall be determined by the Board of
Directors. 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 of Directors, 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 Company 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 and entitled to vote,
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
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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 at the meeting as originally
called had the same been then held.
5. 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 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 and these By-Laws. In the
election of directors, and for any other action, voting need not be by ballot.
Shares of Preferred Stock shall not entitle the holder thereof to any
voting power as to any matter, including the right to participate in any
meeting of stockholders, to have notice of any meeting of stockholders or to
take action without a meeting, except as otherwise provided by law or the
Articles of Incorporation. On any matters on which the Preferred Stockholders
are entitled to vote, each such Holder shall be entitled to one vote for each
share held.
6. 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
one-fourth of the capital stock issued and outstanding shall, in writing, make
application therefor to the President, stating the object of such meeting.
7. 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.
8. Stockholder Action Without Meeting
Any action required by the 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,
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if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE II
Board of Directors
1. Number
The business and affairs of the Company shall be managed and controlled by
a Board of Directors. The number of directors constituting the entire Board of
Directors of the Company shall be, upon the effectiveness of these Amended and
Restated By-Laws, set at nine directors.
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 shall be held whenever called by the
Chairman of the Board, or by one-third 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 same at least five days before the
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time of meeting, or by telegraphing or telephoning not less than one day prior
to the time of meeting.
6. Place of Meeting
The directors shall hold their meetings, and may have an office and keep
the books of the Company, at such place or places within or without the State
of Arizona as the Board from time to time may determine.
7. Quorum
A majority of the Board of Directors, at the time in office, shall
constitute a quorum for the transaction of business, but a majority of those
present at the time and place of any regular or special meeting, although less
than a quorum, may adjourn from time to time, without notice, until a quorum be
had.
8. Action at Meeting
At any meeting of the Board of Directors at which a quorum is present,
the vote of a majority of those present shall be sufficient to take any action.
9. 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.
10. Vacancies
In case of any vacancy among the directors, through death, resignation,
disqualification or other cause(1) the remaining directors, whether or not
constituting a quorum(1) 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.
11. Committees
From time to time the board may appoint committees for any purpose or
purposes, which shall have such powers as shall be specified in the resolution
of appointment.
12. Compensation
The directors and officers of the Company, 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.
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13. 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 directors, shall be deemed to be
action by such Board 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 Company to record
such resolution in the minute book of the Company under its proper date.
14. Hypothecation of Property
The Board of Directors may mortgage or hypothecate all or any portion of
the property of the Company without having first procured the consent of the
stockholders to such action, but they shall not dispose of all of the assets of
the Company until they are authorized to do so by the majority vote of the
stockholders.
ARTICLE III
Officers
1. Executive Officers
The Board of Directors shall elect, as executive officers, a Chairman of
the Board, a President, a Secretary, a Treasurer and a Controller, and in their
discretion one or more Vice Chairmen, Vice Presidents (one or more of which may
be designated Executive or Senior Vice Presidents or as otherwise determined by
the Board of Directors), and one or more Assistant Secretaries and Assistant
Treasurers.
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 Company
Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Company may be executed
in the name of and on behalf of the Company by the Chairman of the Board, any
Vice Chairman of the Board, the President or 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 Company, take all
such action as any such
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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 Company 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 Company might have exercised and possessed if present.
4. Subordinates
The Board 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.
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.
6. Chairman of the Board
The Chairman of the Board shall be the chief executive officer of the
Company and shall be responsible for the general and active management of the
business of the Company and general and active supervision and direction over
the other officers, agents and employees. The Chairman of the Board 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 to the office of Chairman of
the Board 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 the absence or disability of the Chairman of the Board, the
duties and exercise of powers of that office may, upon direction of the Board
of Directors or the Chairman of the Board, be performed by any Vice Chairman of
the Board. In general, each Vice Chairman of the Board 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
the Chairman of the Board.
8. President
The President shall be the chief operating officer of the Company.
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He shall have such other duties as the Board of Directors or the Chairman
of the Board or any Vice 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, any Vice Chairman of the Board or the
President, be performed by any Executive Vice President. In general, each
Executive Vice President 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 Chairman of the Board, any Vice
Chairman of the Board or the President.
10. Senior Vice President
In the case of the absence or disability of any Executive Vice Presidents,
the duties and exercise of powers of that office may, upon direction of the
Board of Directors or of the Chairman of the Board, any Vice Chairman of the
Board or the President, be performed by any Senior Vice President. In
general, each Senior Vice President 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 Chairman of the Board, any
Vice Chairman of the Board or the President.
11. Vice President
In the case of the absence or disability of any Executive Vice President
or Senior Vice President, the duties of such office may be exercised by any
Vice President upon direction of the Board of Directors or of the Chairman of
the Board, any Vice Chairman of the Board or the President. In general, each
Vice President 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, the 'Chairman. of the Board, the Vice Chairman of
the Board or the President.
12. Treasurer
The Treasurer shall have the custody of all the funds and securities of
the Company which may come into his hands; he shall endorse on behalf of the
Company, for collection, checks, notes and other obligations, and shall deposit
the same to the credit of the Company 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 Company; and he shall sign checks made by
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the Company and pay out and dispose of the same under the direction of the
Board, whenever required by the Board, he shall render a statement of his cash
accounts; he shall enter regularly in books of the Company, to be kept for that
purpose, full and accurate accounts of all moneys received and paid by him on
account of the Company; and he shall perform all duties incident to the
position of treasurer, subject to the control of the Board.
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 Company; he shall have the
authority to sign with any other officer in the name of the Company all
contracts authorized by the Board, and shall affix the seal of the Company
thereto; he shall have charge of the certificate books and such other books and
papers as the Board may direct; he shall have the 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. 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 Company.
14. Controller
The duties of the Controller shall be to maintain adequate records of all
assets, liabilities and transactions of this Company; to see that adequate
audits thereof are currently and regularly made; and, in conjunction with
other officers and department heads, to initiate and enforce measures and
procedures whereby the business of this Company 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
tine to time be assigned to him by the Board of Directors, the Chairman of the
Board, any Vice Chairman of the Board or the President.
15. 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, the Chairman of the Board, any Vice Chairman of the Board
or the President. Assistant Treasurers and Assistant Secretaries may, at the
request or in the absence or
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disability of the Secretary, sign and attest certificates for stock of the
Company.
ARTICLE IV
Capital Stock
1. Certificates
The certificates for shares of stock of the Company 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
Company's books.
3. Certificates 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, no new certificates shall be issued until the former certificates
for the shares represented thereby shall have been surrendered and canceled.
4. Transfer
Shares shall be transferred only on the books of the Company 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 9f the Company.
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 Company, and subject to
the provisions of the Articles of Incorporation, may fix and change the dates
for the declaration and payment of dividends.
ARTICLE V
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Seal
1. Design
The Board shall design a suitable seal containing the name of the Company
and the words "Incorporated Arizona 1969," 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 pursuant to these By-Laws.
ARTICLE VII
The words "Board" and "directors," occurring in these By-Laws, mean "Board
of Directors.
ARTICLE VIII
Amendment
These By-Laws 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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