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EXHIBIT 3.34
BY-LAWS
OF
MOORE'S FALLS CORPORATION
ARTICLE I.
Certificate of Incorporation
These by-laws, the powers of the corporation and of its directors and
stockholders, and all matters concerning the conduct and regulation of
the business of the corporation shall be subject to such provisions in regard
thereto as are set forth in the certificate of incorporation filed pursuant to
the General Corporation Law of Delaware which is hereby made a part of these
by-laws.
The term "certificate of incorporation" in these by-laws, unless the
context requires otherwise, includes not only the original certificate of
incorporation filed to create the corporation but also all other certificates,
agreements of merger or consolidation, plans of reorganization, or other
instruments, howsoever designated, filed pursuant to the General Corporation Law
of Delaware which have the effect of amending or supplementing in some respect
the corporation's original certificate of incorporation.
ARTICLE II.
Annual Meeting
An annual meeting of stockholders shall be held for the election of
directors and for the transaction of any other business for the transaction of
which the meeting shall have been properly convened on the second Tuesday of
March in each year at such place, within or without the State of Delaware, and
at such time as shall be fixed by the board of directors and specified in the
notice of the meeting, if such date is not a legal holiday and if a legal
holiday, then at the same hour on the next succeeding day not a legal holiday.
Any other proper business may be transacted at the annual meeting. If the
annual meeting for election of directors shall not be held on the date
designated therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.
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ARTICLE III.
Special Meetings of Stockholders
Special meetings of the stockholders may be held either within or
without the State of Delaware, at such time and place and for such purposes as
shall be specified in a call for such meeting made by the board of directors or
by a writing filed with the secretary signed by the president or by a majority
of the directors.
ARTICLE IV.
Notice of Stockholders' Meetings
Whenever stockholders are required or permitted to take any action at
a meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, which notice shall be
given not less than ten nor more than fifty days before the date of the
meeting, except where longer notice is required by law, to each stockholder
entitled to vote at such meeting, by leaving such notice with him or by mailing
it, postage prepaid, directed to him at his address as it appears upon the
records of the corporation. In case of the death, absence, incapacity or
refusal of the secretary, such notice may be given by a person designated
either by the secretary or by the person or persons calling the meeting or by
the board of directors. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
An affidavit of the secretary or an assistant secretary or of the
transfer agent of the corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
ARTICLE V.
Quorum of Stockholders; Stockholder List
At any meeting of the stockholders, a majority of all shares issued
and outstanding and entitled to vote upon a question
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to be considered at the meeting shall constitute a quorum for the consideration
of such question when represented at such meeting by the holders thereof in
person or by their duly constituted and authorized attorney, but a less
interest may adjourn any meeting from time to time, and the meeting may be held
as adjourned without further notice. When a quorum is present at any meeting a
majority of the stock so represented thereat and entitled to vote shall, except
where a larger vote is required by law, by the certificate of incorporation or
by these by-laws, decide any question brought before such meeting.
The secretary or other officer having charge of the stock ledger shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten days prior to the
meeting, either at a place within the city or town where the meeting is to be
held, which place shall have been specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. Said list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present. The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list of stockholders required by this Article
or the books of the corporation, or the stockholders entitled to vote in
person or by proxy at any meeting of stockholders.
ARTICLE VI.
Proxies and Voting
Except as otherwise provided in the certificate of incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
for each share of the capital stock held by such stockholder. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or persons to act for him by proxy but (except as otherwise expressly permitted
by law) no proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period or so long as it is coupled with
an interest sufficient in law to support an irrevocable power.
Unless otherwise provided in the certificate of incorporation, any
action required by law to, or which may, 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
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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 therein were present and voted. Prompt notice of the taking of
such action without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.
ARTICLE VII.
Stockholders' Record Date
In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
If no record date is fixed:
(1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.
(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed.
(3) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the board of directors may fix a new record
date for the adjourned meeting.
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ARTICLE VIII.
Board of Directors
Except as otherwise provided by law or by the certificate of
incorporation, the business and affairs of the corporation shall be managed by
the board of directors.
The number of directors shall be such number, not fewer than one nor
more than fifteen, as may be fixed for any corporate year and elected by the
stockholders at the annual meeting. During any year the board of directors may
be enlarged and additional directors elected to complete the enlarged number,
to not more than the maximum number above specified, by the stockholders at any
meeting or by a vote of a majority of the directors then in office. The
stockholders may, at any meeting held for the purpose during such year,
decrease, to not fewer than the minimum number above specified, the number of
directors as thus fixed or enlarged and remove directors to the decreased
number. Each director shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. No director need be a
stockholder.
ARTICLE IX.
Committees
The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee who may replace any absent
or disqualified member at any meeting of the committee and may define the
number and qualifications which shall constitute a quorum of such committee.
Except as otherwise limited by law, any such committee, to the extent provided
in the resolution appointing such committee, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it. In the absence or disqualification of a
member of committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
ARTICLE X.
Meetings of the Board of Directors and of Committees
Regular meetings of the board of directors may be held without call or
formal notice at such places either within or without the State of Delaware
and at such times as the board may by vote from time to time determine.
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Special meetings of the board of directors may be held at any place
either within or without the State of Delaware at any time when called by the
president, treasurer, secretary or two or more directors, reasonable notice of
the time and place thereof being given to each director. A waiver of such
notice in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
such notice. In any case it shall be deemed sufficient notice to a director to
send notice by mail at least forty-eight hours, or to deliver personally or to
send notice by telegram at least twenty-four hours, before the meeting,
addressed to him at his usual or last known business or residence address.
Unless otherwise restricted by the certificate of incorporation or by
other provisions of these by-laws, (a) any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof may
be taken without a meeting if all members of the board or of such committee, as
the case may be, consent thereto in writing and such writing or writings are
filed with the minutes of proceedings of the board or committee, and (b)
members of the board of directors or of any committee designated by the board
may participate in a meeting thereof by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.
ARTICLE XI.
Quorum of the Board of Directors
Except as otherwise expressly provided in the certificate of
incorporation or in these by-laws, a majority of the total number of directors
at the time in office shall constitute a quorum for the transaction of
business, but a less number may adjourn any meeting from time to time. Except
as otherwise so expressly provided, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, provided, that the affirmative vote in good faith of a
majority of the disinterested directors, even though the disinterested
directors shall be fewer than a quorum, shall be sufficient to authorize a
contract or transaction in which one or more directors have interest if the
material facts as to such interest and the relation of the interested directors
to the contract or transaction have been disclosed or are known to the
directors.
ARTICLE XII.
Waiver of Notice of Meetings
Whenever notice is required to be given under any provision of law or
the certificate of incorporation or by-laws, a
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written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or the by-laws.
ARTICLE XIII.
Officers and Agents
The corporation shall have a president, secretary and treasurer, who
shall be chosen by the directors, each of whom shall hold his office until his
successor has been chosen and qualified or until his earlier resignation or
removal. The corporation may have such other officers and agents as are
desired, each of whom shall be chosen by the board of directors and shall hold
his office for such term and have such authority and duties as shall be
determined by the board of directors. The board of directors may secure the
fidelity of any or all of such officers or agents by bond or otherwise. Any
number of offices may be held by the same person. Each officer shall, subject
to these by-laws, have in addition to the duties and powers herein set forth,
such duties and powers as the board of directors shall from time to time
designate. In all cases where the duties of any officer, agent or employee are
not specifically prescribed by the by-laws, or by the board of directors, such
officer, agent or employee shall obey the orders and instructions of the
president. Any officer may resign at any time upon written notice to the
corporation.
ARTICLE XIV.
President
The president shall, subject to the direction and under the
supervision of the board of directors, be the chief executive officer of the
corporation and shall have general and active control of its affairs and
business and general supervision over its officers, agents and employees.
Except as otherwise voted by the board he shall preside at all meetings of the
stockholders and of the board of directors at which he is present. The
president shall have custody of the treasurer's bond, if any.
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ARTICLE XV.
Secretary
The secretary shall record all the proceedings of the meetings of the
stockholders and directors in a book, which shall be the property of the
corporation, to be kept for that purpose; and perform such other duties as
shall be assigned to him by the board of directors. In the absence of the
secretary from any such meeting, a temporary secretary shall be chosen, who
shall record the proceedings of such meeting in the aforesaid book.
ARTICLE XVI.
Treasurer
The treasurer shall, subject to the direction and under the
supervision of the board of directors, have the care and custody of the funds
and valuable papers of the corporation, except his own bond, and he shall,
except as the board of directors shall generally or in particular cases
authorize the endorsement thereof in some other manner, have power to endorse
for deposit or collection all notes, checks, drafts and other obligations for
the payment of money to the corporation or its order. He shall keep, or cause
to be kept, accurate books of account, which shall be the property of the
corporation.
ARTICLE XVII.
Removals
The stockholders may, at any meeting called for the purpose, by vote
of a majority of the capital stock issued and outstanding and entitled to vote
thereon, remove any director from office.
The board of directors may, at any meeting called for the purpose, by
vote of a majority of their entire number remove from office any officer or
agent of the corporation or any member of any committee appointed by the board
of directors or by any committee appointed by the board of directors or by any
officer or agent of the corporation.
ARTICLE XVIII.
Vacancies
Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise and newly created
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directorships resulting from any increase in the authorized number of
directors, may be filled by a majority of the directors then in office (though
less than a quorum) or by a sole remaining director and each of the incumbents
so chosen shall hold office for the unexpired term in respect of which the
vacancy occurred and until his successor shall have been duly elected and
qualified or for such shorter period as shall be specified in the filling of
such vacancy or, if such vacancy shall have occurred in the office of director,
until such a successor shall have been chosen by the stockholders.
ARTICLE XIX.
Certificates of Stock
Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by the chairman or
vice-chairman of the board of directors (if one shall be incumbent) or the
president or a vice-president and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary, certifying the number of shares
owned by him in the corporation. If such certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signatures on
the certificate may be facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
issue.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificates which the corporation shall issue to represent
such class or series of stock or there shall be set forth on the face or back
of the certificates which the corporation shall issue to represent such class
or series of stock, a statement that the corporation will furnish, without
charge to each stockholder who so requests, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Any restriction imposed upon the transfer of
shares or registration of transfer of shares shall be noted conspicuously on
the certificate representing the shares subject to such restriction.
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ARTICLE XX.
Loss of Certificate
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the directors may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate in its place and upon such other terms or
without any such bond which the board of directors shall prescribe.
ARTICLE XXI.
Seal
The corporate seal shall, subject to alteration by the board of
directors, consist of a flat-faced circular die with the word "Delaware"
together with the name of the corporation and the year of its organization cut
or engraved thereon. The corporate seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XXII.
Execution of Papers
Except as otherwise provided in these by-laws or as the board of
directors may generally or in particular cases authorize the execution thereof
in some other manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the
corporation, shall be signed by the president or by the treasurer.
ARTICLE XXIII.
Fiscal Year
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall end on the last day of
December of each year.
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ARTICLE XXIV.
Amendments
Except as otherwise provided by law or by the certificate of
incorporation, these by-laws, as from time to time altered or amended, may be
made, altered or amended at any annual or special meeting of the stockholders
called for the purpose, of which the notice shall specify the subject matter of
the proposed alteration or amendment or new by-law or the article or articles
to be affected thereby. If the certificate of incorporation so provides, these
by-laws may also be made, altered or amended by a majority of the whole number
of directors. Such action may be taken at any meeting of the board of
directors, of which notice shall have been given as for a meeting of
stockholders.
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