EXHIBIT 3.13
BY-LAWS
OF
CCA INTERNATIONAL, INC.
ARTICLE I
OFFICES
The corporation shall at all times maintain a registered office in the
State of Delaware and a registered agent at that address but may have other
offices located within or outside the State of Delaware as the Board of
Directors may determine.
ARTICLE II
SHAREHOLDERS' MEETINGS
2.1 Annual Meeting. A meeting of shareholders of the corporation shall
be held annually. The annual meeting shall be held at such time and place and on
such date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors or the President of the
corporation. Special meetings shall be held at such a time and place and on such
date as shall be specified in the notice of the meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Delaware.
2.4 Notice. Notice of annual or special shareholders meetings stating
place, day and hour of the meeting shall be given in writing not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either mailed
to the last known address or personally given to each shareholder. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the shareholder at his address as it appears on the records of the
corporation.
Notice of a meeting may be waived by an instrument in writing executed
before or after the meeting. The waiver need not specify the purpose of the
meeting or the business transacted, unless one of the purposes of the meeting
concerns a plan of merger or consolidation, in which event the waiver shall
comply with the further requirements of law concerning such waivers. Attendance
at such meeting in person or by proxy shall constitute a waiver of notice
thereof. Notice of any special meeting of shareholders shall state the purpose
or purposes for which the meeting is called. The notice of any meeting at which
amendments to or restatements of the articles of incorporation, merger or
consolidation of the corporation, or the disposition of corporate assets
requiring shareholder approval are to be considered shall state such purpose,
and further comply with all requirements of law.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock entitled to vote at such meeting shall constitute a
quorum for the transaction of business, and no resolution or business shall be
transacted without the favorable vote of the holders of a majority of the shares
represented at the meeting and entitled to vote. A lesser number may adjourn
from day to day, and shall announce the time and place to which the meeting is
adjourned.
2.6 Action in Lieu of Meeting. Any action to be taken at a meeting of
the shareholders of the corporation, or any action that may be taken at a
meeting of the shareholders, may be taken without a meeting if written consent
setting forth the action so taken shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and any further requirements of law
pertaining to such consents have been complied with.
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ARTICLE III
DIRECTORS
3.1 Management. Subject to these By-laws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the corporation shall be vested in the Board of Directors, which
shall have and may exercise all of the powers that may be exercised or performed
by the corporation.
3.2 Number of Directors. The number of Directors, which shall not be
less than one, shall be determined from time to time by the vote of two-thirds
of the whole Board. Directors shall be elected at each annual meeting of the
shareholders and shall serve for a term of one year and until their successors
are elected. A majority of said Directors shall constitute a quorum for the
transaction of business. All resolutions adopted and all business transacted by
the Board of Directors shall require the affirmative vote of a majority of the
Directors present at the meeting.
3.3 Vacancies. The Directors may fill the place of any Director which
may become vacant prior to the expiration of his term, such appointment by the
Directors to continue until the expiration of the term of the Director whose
place has become vacant, or may fill any directorship created by reason of an
increase in the number of directors, such appointment by the Directors to
continue for a term of office until the next election of directors by the
Shareholders and until the election and qualification of the successor.
3.4 Meetings. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors. Special meetings of the Directors may be
called at any time by the Chairman of the Board or by any two Directors, on two
days' written notice to each Director, which notice shall specify the time and
place of the meeting. Notice of any such meeting may be waived by an instrument
in
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writing executed before or after the meeting. Unless otherwise indicated in the
notice of the special meeting, any and all business may be transacted at the
special meeting. Directors may attend and participate in meetings either in
person or by means of conference telephones or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by means of such communication equipment shall
constitute presence in person at any meeting. Attendance in person at any
meeting (including attendance by conference telephone or similar equipment as
provided in the immediately preceding sentence) shall constitute a waiver of
notice thereof.
3.5 Action in Lieu of Meeting. Any action to be taken at a meeting of
the Directors, or any action that may be taken at a meeting of the Directors,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Directors and any further requirements
of law pertaining to such consents have been complied with.
3.6 Removal. Any Director may be removed from office, with or without
cause, upon the majority vote of the shareholders, at a meeting with respect to
which notice of such purpose is given.
ARTICLE IV
OFFICERS
4.1 General Provisions. The officers of the corporation shall consist
of a Chairman of the Board, a President, a Vice Chairman of the Board, one or
more Vice Presidents, a Secretary and a Treasurer who shall be elected by a
majority vote of the Board of Directors, and such other officers as may be
elected by the Board of Directors or appointed as provided in these by-laws.
Each officer shall be elected or appointed for a term of office running until
the meeting of the Board of Directors following the next annual meeting of the
shareholders of the corporation, or
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such other term as provided by resolution of the Board of Directors or the
appointment to office. Each officer shall serve for the term of office for which
he is elected or appointed and until his successor has been elected or appointed
and has qualified or his earlier resignation, removal from office or death. Any
two or more offices may be held by the same person, except the offices of
President and Secretary.
4.2 Chairman of the Board. The Chairman of the Board shall be the chief
executive officer of the corporation. He shall exercise general supervision over
the management of the business and affairs of the corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The Chairman of the Board, when present, shall preside at all directors' and
shareholders' meetings.
4.3 President. The President shall be the chief operating officer of
the corporation. He shall exercise general supervision over the day to day
business and affairs of the corporation, subject to the approval or acquiescence
of the Chairman of the Board, and shall perform such other duties and have such
other powers as the Board of Directors or the Chairman of the Board shall from
time to time prescribe. In the absence of the Chairman of the Board, or in the
event of his inability or refusal to act, the President may perform the duties
of the Chairman of the Board, and when so acting shall have all the powers of
and be subject to all the restrictions upon the Chairman of the Board.
4.4 Vice Chairman of the Board. In the absence of the President, or in
the event of his inability or refusal to act, the Vice Chairman of the Board may
perform the duties of the President, and when so acting shall have all the
powers and be subject to all the restrictions of the President. The Vice
Chairman of the Board shall perform such other duties and have such other
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powers as the Board of Directors, the Chairman of the Board, or the President
may from time to time prescribe.
4.5 Secretary. The Secretary shall keep minutes of all meetings of the
shareholders and Directors and have charge of the minute books, stock books and
seal of the corporation and shall perform such other duties and have such other
powers as may from time to time be delegated to him by the Chairman of the Board
or the Board of Directors.
4.6 Treasurer. The Treasurer shall be charged with the management of
the financial affairs of the corporation, shall have the power to recommend
action concerning the corporation's affairs to the Chairman of the Board, and
shall perform such other duties and have such other powers as may from time to
time be delegated to him by the Chairman of the Board or the Board of Directors.
4.7 Vice Presidents. The corporation may have one or more Vice
Presidents, who shall perform such duties and have such powers as may be
delegated by the Chairman of the Board or the Board of Directors.
4.8 Assistant Secretaries and Treasurers. Assistants to the Secretary
and Treasurer may be appointed by the Chairman of the Board or elected by the
Board of Directors and shall perform such duties and have such powers as shall
be delegated to them by the Chairman of the Board or Board of Directors. Any
Assistant Secretary or Assistant Treasurer may, in the absence of the Secretary
or Treasurer, respectively, or in the event of his inability or refusal to act,
perform the duties, have all the powers, and be subject to all the restrictions
of the Secretary or Treasurer, respectively.
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ARTICLE V
CAPITAL STOCK
5.1 Share Certificates. Share certificates shall be numbered in the
order in which they are issued. They shall be signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary, seal of the corporation
shall be affixed thereto, provided that if any such certificate is countersigned
by a transfer agent or registrar other than this corporation or its employee,
then any other signature on the certificate may be a facsimile. Share
certificates shall be kept in a book and shall be issued in consecutive order
therefrom. The name of the person owning the shares, the number of shares, and
the date of issue shall be entered in the corporation's books and on the
certificate or its stub. Share certificates exchanged or returned shall be
cancelled by the Secretary and placed in their original place in the stock book.
5.2 Transfer of Shares. Transfers of shares shall be made on the stock
books of the corporation by the holder in person or by power of attorney, on
surrender of the old certificate for such shares, duly assigned.
5.3 Voting. The holders of the capital stock shall be entitled to one
vote for each share of stock standing in their name.
ARTICLE VI
SEAL
The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature
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of the corporation followed by the word "Seal" enclosed in parentheses or scroll
shall be deemed the seal of the corporation. The seal shall be in the custody of
the Secretary and affixed by him or by his assistants on the certificates of
stock and other appropriate papers.
ARTICLE VII
AMENDMENT
These by-laws may be amended by majority vote of the Board of Directors
at any regular or special meeting of the Board, or by majority vote of the
shareholders.
ARTICLE VIII
INDEMNIFICATION
Each director or officer of this corporation, and each person who at
its request has served as an officer or director of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person) shall be indemnified by this
corporation as of right to the full extent permitted or authorized by the
General Corporation Law of Delaware against any liability, cost or expense
asserted against such director or officer and incurred in connection with any
action, suit or proceeding, pending or threatened, in which such person may be
involved by reason of his being or having been a director or officer of this
corporation or of such other enterprises. The corporation may, but shall not be
obligated to, purchase and maintain insurance on behalf of any such officers and
directors against any liabilities asserted against such persons whether or not
the corporation would have the power to indemnify such officers and directors
against such liability under the laws of the State of Delaware.
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