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Exhibit 3.95
BY-LAWS
OF
DOWLING COMPANY, INCORPORATED
Article I
Stockholders' Meeting
Section 1. Annual Meeting: The annual meeting of the stockholders of
the Corporation shall be held on December 31st. in each year, or such other date
as determined.
Section 2. Other Meetings: All meetings of the stockholders shall be
held at the times or places fixed by the Board of Directors. The time and place
shall be stated in the notice or waiver of notice of each meeting. Meetings of
the stockholders shall be held whenever called by the President or the
Secretary, by a majority of the Directors, or by stockholders holding at least
one-tenth of the number of shares of Common Stock entitled to vote then
outstanding.
Section 3. Quorum and Voting: The holders of a majority of the
outstanding shares of Common Stock entitled to vote shall constitute a quorum at
any meeting of the stockholders. Less than a quorum may adjourn the meeting to a
fixed time and place, no further notice of any adjourned meeting being required.
Each stockholder shall be entitled to one vote in person or by proxy for each
share entitled to vote standing in his name on the books of the Corporation.
Section 4. Closing Transfer Books and Record Date: The transfer books
for shares of Common Stock of the Corporation may be
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closed by order of the Board of Directors for not exceeding fifty days next
preceding any stockholders' meeting for the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or in order
to make a determination of stockholders for any other proper purpose. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date to
be not more than fifty days preceding the date on which the particular action
requiring such determination of the stockholders is to be taken.
Section 5. Conduct of Meetings: The President shall preside over all
meetings of the stockholders. If he is not present, any other officer shall
preside. If none of such officers are present, a Chairman shall be elected by
the meeting. The Secretary of the Corporation shall act as Secretary of all the
meetings if he is present. If he is not present, the Chairman shall appoint a
Secretary of the meeting. The Chairman of the meeting may appoint one or more
inspectors of the election to determine the qualification of voters, the
validity of proxies, and the results of ballots.
ARTICLE II
Board Of Directors
Section 1. Number, Election and Terms: The Board of Directors shall
be elected at the annual meeting of the stockholders or at any special
meeting held in lieu thereof. The number of
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Directors shall be three. This number may be increased, or decreased to not less
than two, at any time by amendment of these By-Laws. Directors need not be
stockholders. Directors shall hold office until removed or until the next annual
meeting of the stockholders or until their successors are elected. A majority of
the Directors actually elected and serving at the time of a given meeting shall
constitute a quorum. Less than a quorum may adjourn the meeting to a fixed time
and place, no further notice of any adjourned meeting being required.
Section 2. Removal and Vacancies: The stockholders at any meeting, by a
vote of the holders of a majority of all the shares of Common Stock at the time
outstanding and having voting power, may remove any Director and fill the
vacancy. Any vacancy arising among the Directors may be filled by the remaining
Directors unless sooner filled by the stockholders in meeting.
Section 3. Meetings and Notices: Meetings of the Board of Directors
shall be held at times fixed by resolution of the Board, or upon the call of the
President or the Secretary, or upon the call of a majority of the members of
the Board. Notice of any meeting not held at a time fixed by a resolution of the
Board shall be given to each Director at least 24 hours before the meeting at
his residence or business address or by delivering such notice to him or by
telephoning or telegraphing it to him at least 24 hours before the meeting. Any
such notice shall contain the time and place of the meeting, but need not
contain the purpose of any meeting. Meetings may be held without notice if all
of the Directors
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are present or those not present waive notice before or after the meeting.
ARTICLE III
Committees
Section 1. Executive Committee: The Board of Directors may designate,
by resolution adopted by a majority of all the Directors, two or more of the
Directors to constitute an Executive Committee. The Executive Committee, when
the Board of Directors is not in session, may exercise all the powers of the
Directors except to approve an amendment of the articles of incorporation or a
plan of merger or consolidation, and may authorize the seal of the Corporation
to be affixed as required. The Executive Committee may make rules for the
holding and conduct of its meetings, the notice thereof required, and the
keeping of its records.
ARTICLE IV
Officers
Section 1. Election, Removal and Duties: The Board of Directors,
promptly after its election in each year, shall elect the Officers, (a President
must also be a director) and may elect or appoint one or more Vice Presidents or
such other Officers as it may deem proper. Any Officer may hold more than one
office except that the same person shall not be President and Secretary. All of
the Officers shall serve for a term of one year and until their respective
successors are elected, but any Officer may be removed summarily with or without
cause at any time by the vote of a majority of all of the Directors. Vacancies
among the Officers
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shall be filled by the Directors. The Officers of the Corporation shall have
such duties as generally pertain to their respective offices as well as such
powers and duties as from time to time may be delegated to them by the Board of
Directors.
ARTICLE V
Certificates of Stock
Section 1. Form: Each stockholder shall be entitled to a certificate
or certificates of stock in such form as may be approved by the Board of
Directors and which are signed by the President or a Vice President or by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and with the Corporate seal impressed thereon.
Section 2. Transfers: All transfers of stock of the Corporation shall
be made upon its books by surrender of the certificate for the shares
transferred accompanied by an assignment in writing by the holder and may be
accomplished either by the holder in person or by a duly authorized attorney in
fact.
Section 3. Replacements: In case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms not in conflict with law as the Board of Directors may
prescribe.
Section 4. Transfer Agent and Registrar: The Board of Directors may
also appoint one or more Transfer Agents and Registrars for its stock and may
require stock certificates to be both counter-signed by a Transfer Agent and
registered by a Registrar. If certificates of Common Stock of the Corporation
are
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signed both by a Transfer Agent and Registrar, the signatures thereon of the
Officers of the Corporation and the seal of the Corporation thereon may be
facsimiles, engraved or printed. In case any Officer or Officers who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates shall cease to be such Officer or Officers of
the Corporation, whether because of death, resignation, or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may never the less be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall have been used thereon had not
ceased to be such Officer or Officers of the Corporation.
ARTICLE VI
Seal
Section 1. Seal: The Seal of the Corporation shall be a flat-faced
circular die (of which there may be any number of counter-parts) with the word
"SEAL" and the name of the Corporation engraved thereon.
ARTICLE VII
Voting of Stock Held
Section 1. Voting: Unless otherwise provided by a vote of the Board of
Directors, the President may either appoint Attorneys to vote any stock of any
other Corporation owned by this Corporation
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or may attend any meeting of the holders of stock of such other Corporation and
vote such shares in person.
ARTICLE VIII
Checks, Notes and Drafts
Section 1. Signatures: Checks, notes, drafts and other orders for the
payment of money shall be signed by such persons as the Board of Directors from
time to time may authorize. The signature of any such person may be a facsimile.
ARTICLE IX
Fiscal Year
Section 1. Fiscal Year: The fiscal year of the Corporation shall end on
March 31st. each year.