BY-LAWS OF
HATCH IMPORTS, INC.
ARTICLE I
SHAREHOLDERS' MEETING.
Section 1. Place of Meetings.
All meetings of the shareholders shall be held at the office of the
corporation in the State of California, as may be designated for that purpose
from time to time by the Board of Directors.
Section 2. Annual Meetings.
The annual meeting of the shareholders shall be held on the 1st day of
October in each year if not a legal holiday, and if a legal holiday, then on the
next succeeding business day, at the hour of 10:00 o'clock a.m., at which time
the shareholders shall elect by plurality of vote, a Board of Directors,
consider reports of the affairs of the corporation, and transact such other
business as may properly be brought before the meeting.
Section 3. Special Meetings
Special meetings of the shareholders, for any purpose or purposes
whatsoever, may be called at any time by the President, or by the Board of
Directors, or by any two or more members thereof, or by one or more shareholders
holding not lose than one-fifth (1/5) of the voting power of the corporation.
Section 4. Notice of Meetings.
Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote by the Secretary or the Assistant Secretary, or if
there be no such officer, or in the case of his neglect or refusal, by any
director or shareholder.
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Such notices shall be sent to the shareholder's address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice, not less than seven days before such meeting.
Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California the general nature of the business to be
transacted.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of the adjournment or of
the business to be transacted at an adjourned meeting other than by announcement
at the meeting at which such adjournment is taken.
Section 5. Consent to Shareholders' Meetings
The transactions of any meeting of shareholders, however called and
noticed, shall be valid as though had at a meeting duly held after regular call
and notice if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or by proxy, sign a written waiver of notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.
Any action which may be taken at a meeting of the shareholders, may be
taken without a meeting if authorized by a writing signed by all of the holders
of shares who would be entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation.
Section 6. Quorum.
The holders of a majority of the shares entitled to vote thereat,
present in person, or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws. If, however, such majority shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person, or by proxy, shall have power to adjourn the
meeting from time to time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite amount of voting
shares shall
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be represented, any business may transacted which might have been transacted at
the meeting as originally notified.
Section 7. Voting Rights; Cumulative Voting.
Only persons in whose names shares entitled to vote stand on the stock
records of the corporation on the day any meeting of shareholders, unless some
other day be fixed by the Board of Directors for the determination of
shareholders of record, then on such other day, shall be entitled to vote at
such meeting.
Every shareholder entitled to vote shall be entitled to one vote for
each of said shares and shall have the right to cumulate his votes as provided
in Section 2235, Corporations Code of California.
Section 8. Proxies.
Every shareholder entitled to vote, or to execute consents, may do so,
either in person or by written proxy, executed in accordance with the provisions
of Section 2225 of the Corporations Code of California and filed with the
Secretary of the Corporation.
ARTICLE II
DIRECTORS; MANAGEMENT
Section 1. Powers.
Subject to the limitation of the Articles of Incorporation, of the
By-Laws and of the Laws of the State of California as to action to be authorized
or approved by shareholders, all corporate powers shall be exercised by or under
authority of, and the business and affairs of this corporation shall be
controlled by, a Board of Directors.
Section 2. Number and Qualification.
The authorized number of directors of the corporation shall be three
(3) until changed by amendment to the Articles of Incorporation or by amendment
to this Section 2, Article II of these By-Laws, adopted by the vote or written
assent of the shareholders entitled to exercise the majority of the voting power
of the corporation.
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Section 3. Election and Tenure of Office.
The directors shall be elected by ballot at the annual meeting of the
shareholders, to serve for one year and until their successors are elected and
have qualified. Their term of office shall begin immediately after election.
Section 4. Vacancies.
Vacancies in the Board Directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole reaming director,
and each director so elected shall hold office until his successor is elected at
an annul meeting of shareholders or at a special meeting called for that
purpose.
The shareholders may at any time elect a director to fill any vacancy
not filled by the directors and may elect additional directors at the meeting at
which an amendment of the By-Laws is voted authorizing an increase in the number
of directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to elect
the full number of authorized directors.
If the Board of Directors accepts the resignation of a Director
tendered to take effect at a future time, the Board, or the shareholders, shall
have power to elect a successor to take office when the resignation shall become
effective.
No reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 5. Removal of Directors.
The entire Board of Directors or any individual director may be removed
from office as provided by Sections 807, 810 and 811 of the Corporations Code of
the State of California.
Section 6. Place of Meetings.
Meetings of the Board of Directors shall be held at the office of the
corporation in the State of California, as designated for that purpose, from
time to time, by resolution of the Board of
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Directors, or written consent of all of the Members of the Board. Any meeting
shall be valid, wherever held, if held by the written consent all Members of the
Board of Directors, given either before or after the meeting and filed with the
Secretary of the corporation.
Section 7. Organization of Meetings.
The organization meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders.
Section 8. Other regular Meetings.
Regular meetings of the Board of Directors shall be held on October 1st
and April 1st of each year at 9:30 a.m. If said day shall fall upon a holiday,
such meetings shall be held the next succeeding business day thereafter. No
notice need be given of such regular meetings.
Section 9. Special Meetings - Notices.
Special meetings of the Board of Directors for any purpose or purposes
shall be called at any time by the President or if he is absent or unable or
refuses to act, by any Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by letter or by
telegram, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation, or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in the
place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered an above provided; it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 10. Waiver of Notice.
When all the directors are present at any directors' meeting, however
called or noticed, and sign a written consent thereto on the records of such
meeting, or, if a majority of the directors are
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present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holding of such meeting, which said
waiver shall be filed with the Secretary of the corporation, the transactions
thereof are as valid as if had at a meeting regularly called and noticed.
Section 11. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place be fixed at the meeting
adjourned.
Section 12. Quorum.
A majority of the number of directors as fixed by the Articles or
By-Laws shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the Directors present at any meeting
at which there is a quorum, when duly assembled, is valid as a corporate act;
provided that a minority of the directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business.
Section 13. Consent of Board Obviating Necessity of Meeting.
(Pursuant to California Corporations Code Section 814. 5)
Notwithstanding anything to the contrary contained in these By-laws,
any action required or permitted be taken by the board of directors under any
provisions of Sections 100 - 6804 of the Corporations Code of California may be
taken without a meeting, if all members of the board of directors shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.
ARTICLE II
OFFICERS
Section 1. Officers.
The Officers shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, which officers shall be elected by, and hold office
at the pleasure of the Board of Directors.
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Section 2. Election.
After their election the directors shall meet and organize by electing
a President from their own number, and one or more Vice-Presidents, a Secretary
and a Treasurer, who may, but need not be, members of the Board of Directors.
Any two or more of such offices except those of President and Secretary, may be
held by the same person.
Section 3. Compensation and Tenure of Office.
The compensation and tenure of office of all of the officers of the
corporation shall be fixed by the Board of Directors.
Section 4. Removal and Resignation.
Any officer may be removed, either with or without cause, by a majority
of the directors at the time in office, at any regular or special meeting of the
Board, or, except case of any officer chosen by the Board Directors, by any
officer ups whom such power of removal may be conferred by the Board of
Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors or to the President, or to the Secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or other cause shall be filled in the manner prescribed in the
By-Laws for regular appointments to such office.
Section 6. President.
The President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and affairs of the
corporation. He shall preside at all meetings of the shareholders and the Board
of Directors. He shall be ex-officio a member of all the standing committees,
including the executive committee, if any, and shall have the general powers and
duties of management usually vested in the office of President of a corporation,
and shall have such other powers and duties as may be prescribed by the Board of
Directors or the By-Laws.
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Section 7. Vice-presidents.
The Vice Presidents shall, in the order designated by the Board of
Directors, in the absence or disability of the President, perform the duties and
exercise the powers of the President, and shall perform such other duties as the
Board of Directors shall prescribe.
Section 8. Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent a share register, or a
duplicate share register, showing the names of the shareholders and their
addresses; the number and classes of shares held by each; the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by the
By-Laws or by law to be given; he shall keep the seal of the corporation and
affix said seal to all documents requiring a seal, and shall have such other
powers and perform such other duties as may be prescribed, by the Board of
Directors or the By-Laws.
Section 9. Treasurer.
The Treasurer shall receive and keep all the funds of the corporation,
and pay them out only on the check of the corporation, signed in the manner
authorized by the Board of Directors.
Section 10. Assistants.
Any Assistant Secretary or Assistant Treasurer, respectively, may
exercise any of the powers of Secretary or Treasurer, respectively, as provided
in these By-Taws or as directed by the Board of Directors, and shall perform
such other duties as are imposed upon them by the By-Laws or the Board of
Directors.
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Section 11. Subordinate Officers.
The Board of Directors may from time to time appoint such subordinate
officers or agents as the business of the corporation may require, fix their
tenure of office and allow them suitable compensation.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
The Board of Directors may appoint an executive committee, and such
other committees as may be necessary from time to time, consisting of such
number of its members and with such powers as it may designate, consistent with
the Articles of Incorporation and By-Laws and the General Corporation Laws of
the State of California. Such committees hold office at the pleasure of the
board.
ARTICLE V
CORPORATE RECORDS AND REPORTS - INSPECTION
Section 1. Records.
The corporation shall maintain adequate and correct accounts, books and
records of its business and properties. All of such books, records and accounts
shall be kept at its principal place of business in the State of California, as
fixed by the Board of Directors from time to time.
Section 2. Inspection of Books and Records.
All books and records provided for in Sections 3003 - 3005 of the
Corporations Code of California shall be open to inspection of the directors and
shareholders from time to time and in the manner provided in said Section 3003 -
3005.
Section 3. Certification and Inspection of By-Laws.
The original or a copy of these By-Laws, as amended or otherwise
altered to date, certified by the Secretary, shall be open
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to inspection by the shareholders of the company, as provided in Section 502 of
the Corporations Code of California.
Section 4. Checks, Drafts, etc.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person or persons and in such manner as
shall be determined from time to time by resolution of the Board of Directors.
Section 5. Contracts, etc. How Executed.
The Board of Directors, except as in the By-Laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation. Such authority may be general or confined to specific instances.
Unless so authorized by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the corporation by any contract or
engagement, or pledge its credit, or to render it liable for any purpose or to
any amount.
Section 6. Annual Reports.
The Board Directors shall cause annual reports to be made to the
shareholders as provided by Sections 3006 - 3012 of the Corporations Code of
California. The Board of Directors shall cause such annual reports to be sent to
the shareholders not later than one hundred twenty (120) days after the close of
the fiscal year.
ARTICLE VI
CERTIFICATES AND TRANSFER OF SHARES
Section. 1. Certificates for Shares.
Certificates for shares shall be of such form and device as the Board
of Directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; the par value, if any, or a statement that such shares
are without par value; a statement of the rights, privileges, preferences and
restrictions, any; a statement as to redemption or conversion, if any, a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable, or, if assessments are collectible by personal action, a
plain statement of such facts.
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ARTICLE VII
CORPORATE SEAL.
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation, and the
word California.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. By Shareholders.
New By-Laws may be adopted or these By-Laws may be repealed or amended
at their annual meeting, or at any other meeting of the shareholders called for
that purpose, by a vote of shareholders entitled to exercise a majority of the
voting power of the corporation, or by written assent of such shareholders.
Section 2. Powers of Directors.
Subject to the right of the shareholders to adopt, amend or repeal
By-Laws, as provided in Section 1 of this Article VIII, the Board of Directors
may adopt, amend or repeal any of these By-Laws other than a By-Law or amendment
thereof changing the authorized number of directors.
Section 3. Record of Amendments.
Whenever an amendment or new By-Law is adopted, it shall be copied in
the Book of By-Laws with the original By-Laws in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or written assent was filed, shall be stated in said
book.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, being all of the persons appointed in the
Articles of Incorporation to act as the first Board of
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Directors of HATCH IMPORTS, INC., hereby assent to the foregoing By-Laws and
adopt the same as the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 2nd day of
October, 1967.
/s/ Harry F. Hatch
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Harry F. Hatch
/s/ Laura D. Hatch
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Laura D. Hatch
/s/ Robert J. Hatch
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Robert J. Hatch
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THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of HATCH
IMPORTS, INC., and that the above and foregoing By-Laws were adopted as the
By-Laws of said corporation on the 2nd day of October, 1967, by the persons
appointed in the Articles of Incorporation to act as the first directors of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
October, 1967.
Laura D. Hatch
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Secretary
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of HATCH
IMPORTS, INC., and that the above and foregoing Code of By-Laws was submitted to
the shareholders at their first meeting held on the 2nd day of October, 1967 and
was ratified by the vote of the shareholders entitled to exercise the majority
of the voting power of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
October, 1967.
Laura D. Hatch
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Secretary
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