1
EXHIBIT 3.6
BYLAWS
OF
CROWN THEATRE CORPORATION
(A Missouri Corporation)
Offices and Records
1. Registered Office and Registered Agent. The location of the
registered office and the name of the registered agent of the
Corporation in the State of Missouri shall be as determined from time
to time by the Board of Directors and on file in the appropriate
office of the State of Missouri pursuant to applicable provisions of
law.
2. Corporate Offices. The Corporation may have such corporate
offices, anywhere within and without the State of Missouri as the
Board of Directors from time to time may appoint, or the business of
the Corporation may require. The "principal place of business" or
"principal business" or "executive" office or offices of the
Corporation may be fixed and so designated from time to time by the
Board of Directors, but the location or residence of the Corporation
in Missouri shall be deemed for all purposes to be-in the county in
which its registered office in Missouri is maintained.
3. Records. The Corporation shall keep at its registered office,
or principal place of business in Missouri, original or duplicate
books in which shall be recorded the number of its shares subscribed,
the names of the owners of its shares, -the numbers owned of record by
them respectively, the amount of shares paid and by whom, the transfer
of said shares with the date of transfer, the amount of its assets and
liabilities, the names and places of residence of its officers, and
from time to time such other or additional records, statements, lists,
and information as may be required by law, including without
limitation the shareholders lists referred to in Section 19 of these
Bylaws.
4. Inspection of Records. A shareholder, if he is entitled and
demands to Inspect the records of the Corporation pursuant to any
statutory or other legal right, shall be privileged to inspect such
records only during the usual and customary hours of business and in
such manner as will not unduly interfere with the regular conduct of
the business of the Corporation. A shareholder may delegate his right
of inspection to an attorney or a certified public accountant on the
condition, to be enforced at the option of the Corporation, that the
shareholder and the attorney or accountant agree with the Corporation
to furnish to the Corporation, promptly as completed, or made, a true
and correct copy of each report with respect to such inspection made
by such attorney or accountant. No shareholder shall use or permit to
be used or acquiesce in the use by others of any information so
obtained, to the detriment, competitively, of the Corporation, nor
shall he furnish or permit to be furnished any information so obtained
to any competitor or prospective competitor of the Corporation. The
Corporation as a condition precedent to any shareholder's inspection
of the records of
2
the Corporation may require the shareholder to indemnify the
Corporation against any loss or damage which may be suffered by it
arising out of or resulting from any unauthorized disclosure made or
permitted to be made by such shareholder of information obtained in
the course of such inspection.
Seal
5. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and the words: Corporate
Seal-Missouri. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed, or in any manner reproduced.
Shareholders' Meetings
6. Place of Meetings. All meetings of the shareholders shall be
held at the principal business office of the Corporation in Missouri,
except such meetings as the Board of Directors, to the extent
permissible by law, expressly determines shall be held elsewhere, in
which case such meetings may be held, upon notice thereof as
hereinafter provided, at such other place or places, within or without
the State of Missouri, as said Board of Directors shall have
determined, and as shall be stated in such notice; and, unless
specifically prohibited by law, any meeting may be held at any place
and time, and for any purpose, if consented to in writing by all of
the shareholders entitled to vote thereat.
7. Annual Meetings. An annual meeting of shareholders shall be
held on the third Monday in July of each year, if not a legal holiday,
and if a legal holiday, then on the next secular day following, at
11:00 a.m., at which they shall elect a Board of Directors and
transact such other business as may properly be brought before the
meeting.
8. Special Meetings. Special meetings of the shareholders may be
held for any purpose or purposes. They may be called by the Chairman
of the Board, the President, the Secretary, the Board of Directors, or
upon the written request of the holders of not less than one-fifth of
all outstanding shares entitled to vote at any such meeting.
9. Action in Lieu of Meeting. Any action required to be taken at
a meeting of the shareholders or any other action which may be taken
at a meeting of the shareholders may be taken without a meeting if
consents in writing setting forth the action so taken shall be signed
by all of the shareholders entitled to vote with respect to the
subject matter thereof.
The "call" and the "notice" of any such meeting, shall be deemed to be
synonymous.
10. Notice. Written or printed notice of each meeting of the
shareholders, whether annual or special, stating the place, day and hour
of the meeting, and, in case of a special meeting, the purpose or
purposes thereof, shall be delivered or given to each shareholder
entitled to vote thereat, not less than ten days nor more than fifty
days prior to the meeting, unless, as to a particular matter, other or
further notice is required by law, in which case such other or further
notice shall be given. In addition to such written notice, published
notice shall be given in the
3
manner then required by law.
Any notice of a shareholders, meeting sent by mail shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the shareholder at his address as it appears on the records of the
Corporation.
11. Presiding Officials. Every meeting of the Corporation, for whatever
object, shall be convened by the Chairman of the Board, or by the
officer or person who called the meeting by notice as above provided;
provided, however, it shall be presided over by the officers specified
in Sections 39 and 40 of these Bylaws; and provided, further, the
shareholders at any meeting, by a majority vote in amount of shares
represented thereat, and notwithstanding anything to the contrary
elsewhere in these Bylaws, may select any persons of their choosing to
act as Chair-..; man and Secretary of such meeting or any session
thereof.
12. Waiver of Notice. Whenever any notice is required to be given under
the provisions of these Bylaws, or the Articles of Incorporation of the
Corporation or any law, 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 the equivalent to the giving of such
notice.
To the extent provided by law, attendance at any meeting shall
constitute a waiver of notice of such meeting.
13. Business Which May Be Transacted At Annual Meetings. At each annual
meeting of the shareholders, the shareholders shall elect, by ballot, a
Board of Directors to hold office until the next succeeding annual
meeting, and they may transact such other business as may be desired,
whether or not the same was specified in the notice of the meeting,
unless the consideration of such other business without its having been
specified in the notice of the meeting as one of the purposes thereof is
prohibited by law.
14. Business Which May Be Transacted At Special Meetings. Business
transacted at all special meetings shall be confined to the purposes
stated in the notice of such meetings, unless the transaction of other
business is consented to by the holders of all of the outstanding shares
of stock of the Corporation entitled to vote thereat.
15. Quorum. Except as otherwise may be provided by law or by the Articles
of Incorporation, the holders of a majority of the voting shares issued
and outstanding, and entitled to vote thereat, present in person or by
proxy, shall be requisite for and shall constitute a quorum, at all
meetings of the shareholders, for the transaction of business. Every
decision of a majority in amount of shares of such quorum shall be valid
as a corporate act, except in those specific instances in which a larger
vote is required by law or by the Articles of Incorporation. If,
however, such quorum should not be present at any meeting, the
shareholders present and entitled to vote shall have power successively
to adjourn the meeting, without notice other than announcement at the
meeting, to a specified date not longer than ninety days after such
adjournment. At such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the
meeting as originally noticed.
4
16. Proxies. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person, or by proxy
executed in writing by such shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.
17. Voting. Each shareholder shall have one vote for each share of stock
entitled to vote under the provisions of the Articles of Incorporation
which is registered in his name on the books of the Corporation; but in
the election of directors, cumulative voting shall prevail, that is to
say, each shareholder shall have the right to cast as many votes in the
aggregate as shall equal the number of voting shares so held by him,
multiplied by the number of directors to be elected at such election,
and the shareholder may cast the whole number of such votes for one or
more candidates. Directors shall not be elected in any other manner,
unless such cumulative voting be unanimously waived by all shareholders
present, in person or by proxy, and such waiver be permitted by law.
No person shall be admitted to vote on any shares belonging or
hypothecated to the Corporation.
If the Board of Directors shall not have closed the transfer books of
the Corporation or set a record date for the determination of its shareholders
entitled to vote, as provided in Section 57 of these Bylaws, no person shall be
admitted to vote directly or by proxy except those in whose names the shares of
the Corporation shall have stood on the transfer books on a date fifty days
previous to the date of the meeting.
18. Registered Shareholders, Exceptions, Stock Ownership Presumed.
The Corporation shall be entitled to treat the holder of any share or
shares of stock of the Corporation, as recorded on the stock record or
transfer books of the Corporation, as the holder of record and as the
holder and owner in fact thereof and, accordingly, shall not be
required to recognize any equitable or other claim to or interest in
any such shares on the part of any other person, firm, partnership,
corporation or association, whether or not the Corporation shall have
express or other notice thereof, except as is otherwise expressly
required by law, and the term "shareholder" as used in these Bylaws
means one who is a holder of record of shares of the Corporation;
provided, however, that if permitted by law, the following exceptions
thereto shall apply:
(i) Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as
the bylaws of such corporation prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.
(ii) Shares standing in the name of a deceased person may
be voted by his personal representative, either in person or by proxy;
and shares standing in the name of a conservator, or trustee may be
voted by such fiduciary, either in person or by proxy, but no
conservator or trustee shall be entitled, as such fiduciary, to vote
shares held by him without a transfer of such shares into his name.
5
(iii) Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof
into his name if authority so to do be contained in an appropriate
order of the court by which such receiver was appointed.
(iv) A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred of
record into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.
19. Shareholders Lists. A complete list of the shareholders
entitled to vote at each meeting of the shareholders, arranged in
alphabetical order, with the address of, and the number of voting
shares held by each, shall be prepared by the officer of the
Corporation having charge of the stock transfer books of the
Corporation, and shall for a period of ten days prior to the meeting
be kept on file in the registered office of the Corporation in
Missouri, and shall at any time during the usual hours for business be
subject to inspection by any shareholder. A similar or duplicate list
shall also be produced and kept open for 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 the State of
Missouri, shall be prima facie evidence as to who are shareholders
entitled to examine such list, ledger or transfer book or to vote at
any meeting of shareholders.
Failure to comply with the foregoing shall not affect the validity of
any action taken at any such meeting.
20. Removal of Directors. The shareholders shall have the power
by a majority vote of the holders of shares at any meeting, expressly
called for that purpose, to remove any director from office with or
without cause. Such meeting must be held at the registered office or
principal business office of the Corporation in the State of Missouri
or in the city or county in the State of Missouri in which the
principal business office of the Corporation is located. If less than
the entire Board is to be removed, no one of the directors may be
removed if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire
Board of Directors.
Any director may be removed for cause by action of a majority of the
entire Board of Directors if the director to be removed shall, at the time of
removal, fail to meet any qualifications stated in the Articles of
Incorporation or these Bylaws for election as a director or shall be in breach
of any agreement between such director and the Corporation relating to such
director's services as a director or employee of the Corporation. Notice of
the proposed removal shall be given to all directors prior to action thereon.
Directors
21. Qualifications and Number. Each director shall be a natural
person of full age. A director need not be a citizen of the United
States or a resident of the State of Missouri.
6
The number of directors which shall constitute the whole Board shall
be no less than one nor more than three. Within the above specified limit, the
number of directors shall be determined by resolution of the Board of Directors
or by the shareholders so electing the directors. The size of the Board shall
remain constant unless changed pursuant to this paragraph. If the number of
directors stated in the Articles of Incorporation is three or more, then any
change decreasing the number of directors to serve on the Board to less than
three may only be accomplished by amending the Articles of Incorporation to
state the desired number of directors. If the number of directors stated in
the Articles of Incorporation is less than three, then any change in the number
of directors to serve on the Board, except a change to increase the number of
directors to three or more, may only be accomplished by amending the Articles
of Incorporation to state the desired number of directors. If an amendment to
the Articles of Incorporation is not so required to change the number of
directors, any change shall be reported to the Secretary of State of Missouri
within thirty days of such change.
22. Powers of the Board. The property and business of the
Corporation shall be managed by the directors, acting as a Board. The
Board shall have and is vested with all and unlimited powers and
authorities, except as may be expressly limited by law, the Articles
of Incorporation or by these Bylaws, to do or cause to be done any and
all lawful things for and in behalf of the Corporation, to exercise or
cause to be exercised any or all of its powers, privileges and
franchises, and to seek the effectuation of its objects and purposes.
23. Meetings of the Newly-Elected Board, Notice. The members of
each newly-elected Board shall meet:
(i) at such time and place, either within or without the
State of Missouri, as shall be suggested or provided for by resolution
of the shareholders at the annual meeting, and no notice of such
meeting shall be necessary to the newly-elected directors in order
legally to constitute the meeting, provided a quorum shall be present;
(ii) if not so suggested or provided for by resolution of
the shareholders or if a quorum shall not be present, the members of
such Board may meet at such time and place as shall be consented to in
writing by a majority of the newly-elected directors; provided,
written or printed notice of such meeting shall be mailed, sent by
telegram or delivered to each of the same directors in the same manner
as provided in Section 25 of the Bylaws with respect to the giving of
notice for special meetings of the Board, except that it shall not be
necessary to state the purpose of the meeting in such notice; or
(iii) regardless of whether or not the time and place of
such meeting shall be suggested or provided for by resolution of the
shareholders at the annual meeting, the members of such Board may meet
at such time and place as shall be consented to in writing by all of
the newly-elected directors.
Each director, upon his election, shall qualify by accepting the office of
director, and his attendance at, or his written approval of the minutes of, any
meeting of the newly-elected directors shall
7
constitute his acceptance of such office; or he may execute such acceptance by
a separate writing, which shall be placed in the corporate minute book.
24. Regular Meetings, Notice. Regular meetings of the Board may
held without notice at such times and places either within or without
the State of Missouri as shall from time to time be fixed by
resolution adopted by the full Board of Directors. Any business may
be transacted at a regular meeting.
25. Special Meetings, Notice. Special meetings of the Board may
be called at any time by the Chairman of the Board, the President, any
Vice President or the Secretary, or by any one or more of the
directors. The place may be within or without the State of Missouri
as designated in the notice.
Written or printed notice of each special meeting of the Board,
stating the place, day and hour of the meeting and the purpose or purposes
thereof, shall be mailed to each director at least three days before the day on
which the meeting is to be held, or shall be sent to him by telegram, or be
delivered, at least two days before the day on which the meeting is to be held.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail with postage thereon, addressed to the director at his
residence or usual place of business. If notice be given by telegraph, such
notice shall be deemed to be delivered when the same is delivered to the
telegraph company. The notice may be given by any officer having authority to
call the meeting or by any director.
"Notice" and "Call" with respect to such meeting shall be deemed to be
synonymous.
26. Waiver. Any notice provided or required to be given to the
directors may be waived in writing by any of them whether before, at
or after the time stated therein.
Attendance of a director at any meeting s hall constitute a waiver of
notice of such meeting except when he attends for the express purpose, and so
states at the opening of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
27. Action in Lieu of Meetings. Unless otherwise restricted by
the Articles of Incorporation or the Bylaws or by law, any action
required to be taken at a meeting of the Board of Directors or any
other action which may be taken at a meeting of the Board of Directors
may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed, severally or collectively, by all
the directors entitled to vote with respect to the subject matter
thereof. Any such consent signed by all the directors shall have the
same effect as a unanimous vote and may be stated as such in any
document describing the action taken by the Board of Directors.
28. Meeting by Telephonic Conference or Similar Communications
Equipment. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws or by law, members of the Board of
Directors of the Corporation, or any committee thereof designated by
such Board, may participate in a meeting of such Board or committee by
means of telephonic conference or similar communications equipment,
whereby all persons participating in the
8
meeting can hear and speak to each other, and participation in a
meeting in such manner shall constitute presence in person at such
meeting.
29. Quorum. At all meetings of the Board, a majority of the full
Board of Directors shall, unless a greater number as to any particular
matter is required by the Articles of Incorporation or these Bylaws or
by law, constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which
there is a quorum, except as may be otherwise specifically provided by
the Articles of Incorporation or these Bylaws or by law, shall be the
act of the Board of Directors.
Less than a quorum may adjourn any meeting successively until a quorum
is present, and no notice of adjournment shall be required.
30. Vacancies. If the office of any director becomes vacant by
reason of death or resignation, a majority of the survivors or
remaining directors, though less than a quorum, may fill the vacancy
until a successor shall have been duly elected at a shareholders,
meeting.
31. Executive Committee and Other Committees. The Board of
Directors may, by resolution passed by a majority of the whole Board,
designate an executive committee or other committees, any such
committees to consist of two or more directors of the Corporation.
Any such committee, to the extent provided in said resolution, shall
have and may exercise all of the authority of the Board of Directors
in the management of the Corporation.
The committees shall keep regular minutes of their proceedings and the
same shall be recorded in the minute book of the Corporation. The Secretary or
an Assistant Secretary of the Corporation may act as secretary for any
committee if the committee so requests.
32. Compensation of Directors and Committee Members. Directors
and members of all committees shall not receive any stated salary for
their services as such, 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 or committee; provided,
nothing herein contained shall be construed to preclude any director
or committee member from serving the Corporation in any other capacity
and receiving compensation therefor.
Officers
33. Officers, Who Shall Constitute. The officers of the
Corporation may be a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer, one or more Assistant
Secretaries and one or more Assistant Treasurers. The Board shall
elect or appoint a President and Secretary at its first meeting after
such annual meeting of the shareholders. The Board then, or from time
to time, may also elect or appoint one or more of the other prescribed
officers as it shall deem advisable, but need not elect or appoint any
officers other than a President and a Secretary. The Board may, if it
desires, further identify or describe any one or more of such
officers.
9
Any two or more of such offices may be held by the same person.
An officer shall be deemed qualified when he enters upon the duties of
the office to which he has been elected or appointed and furnishes any bond
required by the Board, but the Board may also require of such person his
written acceptance and promise faithfully to discharge the duties of such
office.
34. Term of Office. Each officer of the Corporation shall hold
his office for the term for which he was elected, or until he resigns
or is removed by the Board, whichever first occurs.
35. Appointment of Officers and Agents, Terms of Office. The
Board from time to time may also appoint such other officers and
agents for the Corporation as it shall deem necessary or advisable.
All appointed officers and agents shall hold their respective
positions at the pleasure of the Board or for such terms as the Board
may specify, and they shall exercise such powers and perform such
duties as shall be determined from time to time by the Board, or by an
elected officer empowered by the Board to make such determination.
36. Removal. Any officer or agent elected or appointed by the
Board of Directors, and any employee, may be removed or discharged by
the Board whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
37. Salaries and Compensation. Salaries and compensation of all
elected officers of the Corporation shall be fixed, increased or
decreased by the Board of Directors but this power, except as to the
salary or compensation of the Chairman of the Board and the President
may, unless prohibited by law, be delegated by the Board of Directors
to the Chairman of the Board, the President or a committee. Salaries
and compensation of all other appointed officers and agents, and
employees of the Corporation may be fixed, increased or decreased by
the Board of Directors, but until action is taken with respect thereto
by the Board of Directors, the same may be fixed, increased or
decreased by the Chairman of the Board, the President or by such other
officer or officers as may be empowered by the Board of Directors to
do so.
38. Delegation of Authority to Hire, Discharge and Otherwise
Supervise. The Board, from time to time, may delegate to the Chairman
of the Board, the President or other officer or executive employee of
the Corporation, authority to hire, discharge and fix and modify the
duties, salary or other compensation of employees of the Corporation
under their jurisdiction, and the Board may delegate to such officer
or executive employee similar authority with respect to obtaining and
retaining for the Corporation the services of attorneys, accountants
and other experts.
39. The Chairman of the Board and the President. The Chairman of
the Board shall be the chief executive officer of the Corporation, and
the President shall be the chief operating officer, unless otherwise
designated by the Board of Directors. if there is no Chairman of the
10
Board, the President shall be the chief executive officer. Except as
otherwise provided for in Section 11 of these Bylaws, the Chairman of
the Board, or in his absence, the President, shall preside at all
meetings of the shareholders and directors. Both shall have general
and active management of the business of the Corporation and shall
carry into effect all directions and resolutions of the board.
Either the Chairman of the Board or the President may execute all
bonds, notes, debentures, mortgages, contracts and other documents required to
be executed under the seal of the Corporation, and may cause the seal to be
affixed thereto, and all other instruments for and in the name of the
Corporation, except that if, by law, such instruments are required to be
executed only by the President, he shall execute them.
Either the Chairman of the Board or the President, when authorized so
to do by the Board, may execute powers of attorney from, for, and in the name
of the Corporation, to such proper person or persons as they may deem fit, in
order that thereby the business of the Corporation may be furthered or action
taken as may be deemed by them necessary or advisable in furtherance of the
interests of the Corporation.
Either the Chairman of the Board or the President, except as may be
otherwise directed by the Board, shall attend meetings of shareholders of other
corporations to represent this Corporation thereat and to vote or take action
with respect to the shares of any such corporation owned by this Corporation in
such manner as they shall deem to be for the interest of the Corporation or as
may be directed by the Board.
The Chairman of the Board and, in his absence, the President, shall
unless the Board otherwise provides, be an ex-officio a member of all standing
committees. Each shall have such general executive powers and duties of
supervision and management as are usually vested in the office of the chief
executive and chief operating officers of a corporation.
Each shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors, and the Board may from time to time divide the responsibilities,
duties, and authority between them to such extent as it may deem advisable.
Notwithstanding anything to the contrary hereinabove stated, the
Chairman of the Board shall not be authorized to do any act required or
permitted by Missouri law to be done by the President of the Corporation until
his designation as chief executive officer has been filed in writing with the
Secretary of State of the State of Missouri and such notice attested to by the
Secretary of the Corporation.
40. Vice Presidents. The Vice Presidents in the order of their
seniority, as determined by the Board, shall, in the absence,
disability or inability to act of the Chairman of the Board and the
President, perform the duties and exercise the powers of the Chairman
of the Board and the President, and shall perform such other duties as
the Board of Directors shall from time to time prescribe.
11
41. The Secretary and Assistant Secretaries. The Secretary shall
attend all sessions of the Board, and except as otherwise provided for
in Section 11 of these Bylaws, all meetings of the shareholders, and
shall record or cause to be recorded all votes taken and the minutes
of all proceedings in a minute book of the Corporation to be kept for
that purpose. The Secretary shall perform like duties for the
executive and other standing committees when requested by the Board or
such committee to do so.
The Secretary's principal responsibility shall be to give, or cause to
be given, notice of all meetings of the shareholders and of the Board of
Directors, but this shall not lessen the authority of others to give such
notice as is authorized elsewhere in these Bylaws.
The Secretary shall see that all books, records, lists and
information, or duplicates, required to be maintained at the registered or some
office of the Corporation in Missouri, or elsewhere, are so maintained.
The Secretary shall keep in safe custody the seal of the Corporation,
and when duly authorized to do so, shall affix the same to any instrument
requiring it, and when so affixed, the Secretary shall attest the same by his
signature.
The Secretary shall perform such other duties and have such other
authority as may be prescribed elsewhere in these Bylaws or from time to time
by the Board of Directors or the President, under whose direct supervision the
Secretary shall be.
The Secretary shall have the general duties, powers and
responsibilities of a Secretary of a corporation.
The Assistant Secretaries, in the order of their seniority, in the
absence, disability or inability to act of the Secretary, shall perform the
duties and exercise the powers of the Secretary, and shall perform such other
duties as the Board may from time to time prescribe.
42. The Treasurer and Assistant Treasurers. The Treasurer shall
have responsibility for the safekeeping of the funds and securities of
the Corporation, and shall keep or cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation. He shall keep, or cause to be kept, all other books of
account and accounting records of the Corporation, and shall deposit
or cause to be deposited all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may
be designated by the Board of Directors.
The Treasurer shall disburse, or permit to be disbursed, the funds of
the Corporation as may be ordered, or authorized generally, by the Board and
shall render to the chief executive officers of the Corporation and the
directors, whenever they may require it, an account of all his transactions as
Treasurer and of those under his jurisdiction and of the financial condition of
the Corporation.
12
The Treasurer shall perform such other duties and shall have such
other responsibility and authority as may be prescribed elsewhere in these
Bylaws or from time to time by. the Board of Directors.
The Treasurer shall have the general duties, powers and responsibility
of a Treasurer of a corporation, and shall be the chief financial and
accounting officer of the Corporation.
If required by the Board, he shall give the Corporation on a bond in a
sum and with one or more sureties satisfactory to the Board for the faithful
performance of the duties of his office, and for the restoration to the
Corporation, in the case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control which belong to the Corporation.
The Assistant Treasurers in the order of their seniority shall, in the
absence, disability or inability to act of the Treasurer, perform the duties
and exercise the powers of the Treasurer, and shall perform such other duties
as the Board of Directors shall from time to time prescribe.
43. Duties of Officers May Be Delegated. If any officer of the
Corporation be absent or unable to act, or for any other reason the
Board may deem sufficient, the Board may delegate, for the time being,
some or all of the functions, duties, powers and responsibilities of
any officer to any other officer, or to any other agent or employee of
the Corporation or other responsible person, provided a majority of
the whole Board concurs therein.
Indemnification of Directors, Officers and Certain Others
44. Directors. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, . or proceeding, whether civil,
criminal, administrative or investigative, including an action by or
in the right of the Corporation, by reason of the fact that he is or
was a director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of such action,
suit or proceeding, to the full extent permitted by Mo. Rev. Stat.
Section 351.355, et. seq., as amended.
45. Officers, Employees and Agents. The Corporation may, at the
discretion of the Board of Directors, indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative, including an action by or
in the right of the Corporation, by reason of the fact that he is or
was an officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding, to the full extent
permitted by Mo. Rev. Stat. Section 351-355, et. seq., as amended
13
46. Expenses.
(i) The Corporation shall pay the director, or such
person or entity as the director may designate, on a continuing and
current basis, and in any event not later than ten business days
following receipt by the Corporation of the director's request for
reimbursement, all expenses, including attorneys fees, costs,
settlements, fines and judgments incurred by or levied upon the
director in connection with any action, suit or proceeding referred to
in Sections 44 through 52.
(ii) To the extent that an officer, employee or agent of
the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 45,
or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection with the action,
suit, or proceeding.
(iii) Expenses incurred. in defending a civil or criminal
action, suit, or proceeding may be paid by the Corporation in advance
of the final disposition of the action, suit, or proceeding as
authorized by the Board of Directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, officer,
employee, or agent to repay such amount if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified by
the Corporation for such expenses.
47. Board Authorization. Any indemnification of directors,
officers, employees or agents under Section 45, unless ordered by a
court, shall be made by the Corporation only as authorized in the
specific case upon a determination that such indemnification is proper
in the circumstances because such director, officer, employee or agent
has met the applicable standard of conduct set forth in Mo. Rev.
Stat. Sections 351-355, et. seq., as amended. Such determination
shall be made by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action, suit, or
proceeding, or if such a quorum is not obtainable or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.
48. Notification and Defense of Claim. Promptly after receipt by
a director, officer, employee or agent of notice of the commencement
of any action, suit or Proceeding, the director, officer, employee or
agent will, if a claim in respect thereof is to be made against the
Corporation, notify the Corporation of the commencement thereof. The
failure to promptly notify the Corporation will not relieve the
Corporation from any liability that it may have to the director,
officer, employee or agent hereunder, except to the extent the
Corporation is prejudiced in its defense of such claim as a result of
such failure. Unless otherwise requested by the Board of Directors,
written notification shall not be necessary if the director, officer,
employee or agent informs a majority of the Board of Directors of the
commencement of any such action, or, independent of such notification
by the director, officer, employee or agent, a majority of the Board
of Directors has reason to believe such
14
action has been initiated or threatened. With respect to any such
action, suit or proceeding as to which the director, officer, employee
or agent notified, or is deemed to have notified, the Corporation of
the commencement thereof; the following shall apply:
(i) The Corporation will be entitled to participate
therein at its own expense.
(ii) Except as otherwise provided below, to the extent
that it may wish, the Corporation, jointly with any other indemnifying
party similarly notified, will be entitled to assume the defense
thereof with counsel reasonably satisfactory to the director, officer,
employee or agent. After notice from the Corporation to the director,
officer, employee or agent of its election so to assume the defense
thereof, the Corporation will not be liable to the director, officer,
employee or agent for any legal or other expenses subsequently
incurred by the director, officer, employee or agent in connection
with the defense thereof, other than reasonable costs of
investigation, or unless: (x) the employment of separate counsel by
the director, officer, employee or agent has been authorized by the
Corporation; (y) the director, officer, employee or agent reasonably
concludes that there may be a conflict of interest between the
Corporation and the director, officer, employee or agent in the
conduct of the defense of such action and that such conflict may lead
to exposure for the director, officer, employee or agent not otherwise
indemnifiable, and the director, officer, employee or agent notifies
the Corporation of such conclusion and decision to employ separate
counsel; or (z) the Corporation fails to employ counsel to assume the
defense of such action. The Corporation shall not be entitled to
assume the defense of any action, suit or proceeding brought by or on
behalf of the Corporation or as to which the director, officer,
employee or agent reasonably makes the conclusion provided for in
subsection (y) hereinabove.
(iii) The Corporation shall not be liable to indemnify the
director, officer, employee or agent for any amount paid in settlement
of any action or claim effected without its written consent. The
Corporation shall not settle any action or claim in any manner which
would impose any penalty or limitation on the director, officer,
employee or agent without the written consent of the director,
officer, employee or agent. Neither the Corporation nor the director,
officer, employee or agent will unreasonably withhold their consent to
any proposed settlement.
49. Not Exclusive. The indemnification provided by these Sections
44 through 52 shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Articles
of Incorporation, as amended from time to time, or any agreement, vote
of shareholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such person.
50. Further Indemnity. The Corporation shall have the power to
give any further indemnity, in addition to the indemnity authorized or
contemplated under Sections 44 through 52 to any person who is or was
a director, officer, employee or agent or to any person who is or was
serving at the request of the Corporation as a director, officer,
15
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise; provided, that no such indemnity shall
indemnify any person from or on account of such person's conduct which
was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct, or if it is determined by a final
judgment or other final adjudication by a court of competent
jurisdiction considering the question of indemnification that such
indemnification is or would be in violation of applicable law. The
Corporation may enter into indemnification agreements with each
director and officer of the Corporation whom the Board of Directors
authorizes by vote of a majority of a quorum of disinterested
directors.
51. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of Sections 44 through 52.
When, and if, the Corporation obtains such insurance coverage, the
Corporation shall not be required to maintain such insurance coverage
in effect; provided, however, that the Corporation notifies the
covered person in writing within five business days of the making of
the decision to not renew or replace such insurance policy. The
maintenance of such insurance shall not diminish, relieve or replace
the Corporation's liability for indemnification under the provisions
hereof. A claim for reimbursement hereunder, shall not be denied on
the basis that such amount may or will be covered by such insurance
policy, if such payments from the insurance company will not be made
to the covered person within ten business days of the claim for
reimbursement.
52. Definitions.
(i) For the purpose of Sections 44 through 52, references
to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director or officer of
such a constituent corporation or is or was serving at the request of
such constituent corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of Sections 44
through 52, with respect to the resulting or surviving corporation as
he would if he had served the resulting or surviving corporation in
the same capacity.
(ii) For purposes of Sections 44 through 52, the following
definitions shall apply:
The term "other enterprise" shall include employee benefit plans.
The term "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan.
The term "serving at the request of the Corporation" shall include any
service as a director
16
or officer of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries.
A person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in Sections 44 through
52.
Shares of Stock
53. Payment for Shares of Stock. The Corporation shall not issue
shares of stock except for money paid, labor done or property actually
received; provided, however, that shares may be issued in
consideration of valid bona fide antecedent debts. No note or
obligation given by any shareholder, whether secured by deed of trust,
mortgage or otherwise, shall be considered as payment of any part of
any share of shares.
54. Certificates for Shares of Stock. The certificates for shares
of stock of the Corporation shall be numbered, shall be in such form
as may be prescribed by the Board of Directors in conformity with law,
and shall be entered in the stock books of the Corporation as they are
issued, and such entries shall show the name and address of the
person, firm, partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed, typed or
written thereon the name of the person, firm, partnership, corporation
or association to whom it is issued and the number of shares
represented thereby, and shall be signed by the President or a Vice
President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation and sealed with
the seal of the Corporation, which seal may be facsimile, engraved or
printed. If the Corporation has a registrar, a transfer agent or a
transfer clerk who actually signs such certificates, the signature of
any of the other officers above mentioned may be facsimile, engraved
or printed. In case any such officer who has signed or whose
facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the
same effect as if such officer were an officer at the date of its
issue.
55. Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate for shares of stock of the Corporation,
upon due proof of the registered owner thereof or his representatives,
by affidavit of such loss or otherwise, the President and Secretary
may issue a replacement certificate in its place, upon the Corporation
being fully indemnified therefor as it may request.
56. Transfers of Shares, Transfer Agent and Registrar. Transfers
of shares of stock shall be made on the stock record or transfer books
of the Corporation only by the person named in the stock certificate,
or by his attorney lawfully constituted in writing, and upon surrender
of the certificate therefor. The stock record book and other transfer
records shall be in the possession of the Secretary or of a transfer
agent or clerk for the Corporation. The Corporation, by resolution of
the Board, may from time to time appoint a transfer agent, and, if
desired, a registrar, under such arrangements and upon such terms and
conditions as the
17
Board deems advisable. Until and unless the Board appoints some other
person, firm or corporation as its transfer agent, and upon the
revocation of any such appointment thereafter until a new appointment
is similarly made, the Secretary of the Corporation shall be the
transfer agent or clerk of the Corporation, without the necessity of
any formal action of the Board, and the Secretary shall perform all of
the duties thereof.
57. Closing of Transfer Books. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a
period not exceeding fifty days preceding the date of any meeting of
the shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect; provided, however, that in
lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date not exceeding fifty days preceding
the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, the meeting or any adjournment
thereof, or entitled to receive payment of the dividends, entitled to
the allotment of rights, or entitled to exercise the rights in respect
of the change, conversion or exchange of shares. In such case, only
the shareholders who are shareholders of record on the date of closing
of the transfer books or on the record date so fixed shall be entitled
to such notice of, and to vote at, the meeting and any adjournment
thereof, or to receive payment of the dividend, or to receive the
allotment of rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
Corporation after the date of closing of the transfer books, or the
record date fixed as aforesaid. If the Board of Directors does not
close the transfer books or set a record date for the determination of
the shareholders entitled to notice of, and to vote at, a meeting of
shareholders, only the shareholders who are shareholders of record at
the close of business on the twentieth day preceding the date of the
meeting shall be entitled to notice of, and to vote at the meeting,
and any adjournment of the meeting; except that if prior to the
meeting, written waivers of notice of the meeting are signed and
delivered to the Corporation by all of the shareholders of record at
the time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall be
entitled to vote at the meeting and any adjournment of the meeting.
58. Fractional Share Interests or Scrip. The Corporation may
issue fractions of a share and it may issue a certificate for a
fractional share, or by action of the Board of Directors, may issue
in lieu thereof scrip or other evidence of ownership which shall
entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or other evidence of ownership aggregating a
full share. A certificate for a fractional share shall, but scrip or
other evidence of ownership shall not unless otherwise provided by
resolution of the Board of Directors, entitle the holder to all of the
rights of a shareholder, including without limitation the right to
exercise any voting right, or to receive dividends thereon, or to
participate in any distribution of the assets of the Corporation in
the event of liquidation. The Board of Directors may cause such a
scrip or evidence of ownership, other than a certificate for a
fractional share, to be issued subject to the condition that it shall
become void if not exchanged for share certificates before a specified
date, or subject to the condition
18
that the shares for which such scrip or evidence of ownership is
exchangeable may be sold by the Corporation and the proceeds thereof
distributed to the holders of such scrip or evidence of ownership, or
subject to any other condition which the Board of Directors may deem
advisable.
General
59. Fixing of Capital, Transfers of Surplus. Except as may be
specifically otherwise provided in the Articles of Incorporation, the
Board of Directors is expressly empowered to exercise all authority
conferred upon it or the Corporation, by any law or statute, and in
conformity therewith, relative to the following:
(i) the determination of what part of the consideration
received for shares of the Corporation shall be capital;
(ii) increasing capital;
(iii) transferring surplus to capital;
(iv) the consideration to be received by the Corporation
for its shares; and
(v) all similar or related matters;
provided, that any concurrent action or consent by or of the Corporation and
its shareholders required to be taken or given pursuant to law shall be duly
taken or given in connection therewith.
60. Dividends. Ordinary dividends upon the shares of the stock of
the Corporation, subject to the provisions of the Articles of
Incorporation, and of any applicable law or statute, may be declared
by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares of its stock,
and to the extent and in the manner provided by law, out of any
available earned surplus or earnings of the Corporation.
Liquidating dividends or dividends representing a distribution of
paid-in surplus or a return of capital shall be made only when and in the
manner permitted by law.
61. Creation of Reserves. Before the payment of any dividend,
there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the directors from time to time, in
their reasonable discretion, think proper as a reserve fund or funds,
to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conclusive to the interests of
the Corporation, and the directors may abolish any such reserve in the
manner in which it was created.
62. Checks. All checks or instruments for the payment of money
and all notes of the Corporation shall be sighed by such officer or
officers or such other person or persons as the
19
Board of Directors may from time to time designate. If no such
designation is made, and unless and until the Board otherwise
provides, the Chairman of the Board or President and Secretary, or the
Chairman of the Board or President and Treasurer, shall have power to
sign all such instruments for, in behalf of and in the name of the
Corporation, which are executed or made in the ordinary course of the
Corporation's business.
63. Fiscal Year. The Board of Directors shall have the paramount
power to fix, and from time to time, to change, the fiscal year of the
Corporation. In the absence of action by the Board of Directors,
however, the fiscal year of the Corporation shall end each year on the
date which the Corporation treated as the close of its first fiscal
year, until such time as the fiscal year is changed by the Board of
Directors.
64. Directors' Annual Statement. The Board of Directors may
present at each annual meeting, and, when called for by vote of the
shareholders, shall present to any annual or special meeting of the
shareholders, a full and clear statement of the business and condition
of the Corporation.
65. Amendments. The Bylaws of the Corporation may from time to
time be repealed, amended or altered, or new Bylaws may be adopted, in
either of the following ways:
(i) By the vote of a majority of the shareholders
entitled to vote at any annual or special meeting thereof; or
(ii) By resolution adopted by a majority of the members of
the Board of Directors then in office; provided, however, that the
power of the directors to suspend, repeal, amend or otherwise alter
the Bylaws or any portion thereof may be denied as to any Bylaws or
portion thereof enacted by the shareholders if at the time of such
enactment the shareholders shall so expressly provide.