Exhibit 3.23
BYLAWS
OF
RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE
The location of the principal executive office of the corporation shall
be fixed by the board of directors. It may be located at any place within or
outside the state of California. The secretary of this corporation shall keep
the original or a copy of these bylaws, as amended to date, at the principal
executive office of the corporation if this office is located in California. If
this office is located outside California, the bylaws shall be kept at the
principal business office of the corporation within California. The officers of
this corporation shall cause the corporation to file an annual statement with
the Secretary of the State of California as required by Section 1502 of the
California Corporations Code specifying the street address of the corporation's
principal executive office.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the board
of directors may from time to time designate, or as the business of the
corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal
executive office of the corporation or at such other place as may be determined
by the board of directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held each year on the
first Saturday in September at 11:00 am, at which time the shareholders shall
elect a board of directors and transact any other proper business. If this date
falls on a legal holiday, then the meeting shall be held on the following
business day at the same hour.
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SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board of
directors, the chairperson of the board of directors, the president, or by one
or more shareholders holding at least 10 percent of the voting power of the
corporation.
SECTION 4. NOTICES OF MEETINGS
Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote at the meeting by the secretary or an assistant
secretary or, if there be no such officer, or in the case of his or her neglect
or refusal, by any director or shareholder. Such notices shall be given either
personally or by first-class mail or other means of written communication,
addressed to the shareholder at the address of such shareholder appearing on the
stock transfer books of the corporation or given by the shareholder to the
corporation for the purpose of notice. Notice shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting.
Such notice shall state the place, date, and hour of the meeting and
(1) in the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (2) in the case of
an annual meeting, those matters which the board at the time of the mailing of
the notice, intends to present for action by the shareholders, but, subject to
the provisions of Section 6 of this Article, any proper matter may be presented
at the annual meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of the nominees which, at
the time of the notice, the board of directors intends to present for election.
Notice of any adjourned meeting need not be given unless a meeting is adjourned
for forty-five (45) days or more from the date set for the original meeting.
SECTION 5. WAIVER OF NOTICE
The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had a meeting been duly held
after regular call and notice, if a quorum is present, whether in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers or consents shall be filed with the corporate records or made a
part of the minutes of the meeting. Neither the business to be transacted at the
meeting, nor the purpose of any annual or special meeting of shareholders need
be specified in any written waiver of notice, except as provided in Section 6 of
this Article.
SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENTS
Except as provided below, any shareholder approval at a meeting, with
respect to the following proposals, shall be valid only if the general nature of
the proposal so approved was stated in the notice of meeting, or in any written
waiver of notice.
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a. Approval of a contract or other transaction between the corporation
and one or more of its directors or between the corporation and any corporation,
firm, or association in which one or more of the directors has a material
financial interest, pursuant to Section 310 of the California Corporations Code;
b. Amendment of the Articles of Incorporation after any shares have
been issued pursuant to Section 902 of the California Corporations Code;
c. Approval of the principal terms of a reorganization pursuant to
Section 1201 of the California Corporations Code;
d. Election to voluntarily wind up and dissolve the corporation
pursuant to Section 1900 of the California Corporations Code;
e. Approval of a plan of distribution of shares as part of the winding
up of the corporation pursuant to Section 2007 of the California Corporations
Code.
f. Approval of the above proposals at a meeting shall be valid with or
without such notice, if it is by the unanimous approval of those entitled to
vote at the meeting.
SECTION 7. ACTION WITHOUT MEETING
Any action that may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent, in writing, 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.
Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of any shareholders' approval, with respect to any
one of the following proposals, without a meeting, by less than unanimous
written consent shall be given at least ten (10) days before the consummation of
the action authorized by such approval:
a. Approval of a contract or other transaction between the corporation
and one or more of its directors or another corporation, firm or association in
which one or more of its directors has a material financial interest, pursuant
to Section 310 of the California Corporations Code;
b. To indemnify an agent of the corporation pursuant to Section 317 of
the California Corporations Code;
c. To approve the principal terms of a reorganization, pursuant to
Section 1201 of the California Corporations Code; or
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d. Approval of a plan of distribution as part of the winding up of the
corporation pursuant to Section 2007 of the California Corporations Code.
Prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than a unanimous
written consent to those shareholders entitled to vote who have not consented in
writing.
Notwithstanding any of the foregoing provisions of this section, and
except as provided in Article III, Section 4 of these bylaws, directors may not
be elected by written consent except by the unanimous written consent of all
shares entitled to vote for the election of directors.
A written consent may be revoked by a writing received by the
corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the secretary of
the corporation, but may not be revoked thereafter. Such revocation is effective
upon its receipt by the secretary of the corporation.
SECTION 8. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote on any matter shall be the act of the
shareholders, unless the vote of a greater number is required by law and except
as provided in the following paragraphs of this section.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action is approved by at least a majority of the shares required
to constitute a quorum.
In the absence of a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares represented
either in person or by proxy. But no other business may be transacted except as
provided in the foregoing provisions of this section.
SECTION 9. VOTING
Only shareholders of record on the record date fixed for voting
purposes by the board of directors pursuant to Article VIII, Section 3 of these
bylaws, or, if there be no such date fixed, on the record dates given below,
shall be entitled to vote at a meeting.
If no record date is fixed:
a. The record date for determining shareholders entitled to notice of,
or to vote at a meeting of shareholders, shall be at the close of business on
the business day
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next preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.
b. The record date for determining the shareholders entitled to give
consent to corporate actions in writing without a meeting, when no prior action
by the board is necessary, shall be the day on which the first written consent
is given.
c. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for
each share held, except as otherwise provided by law, by the Article of
Incorporation or by other provisions of these bylaws. Except with respect to
elections of directors, any shareholder entitled to vote may vote part of his or
her shares in favor of a proposal and refrain from voting the remaining shares
or vote them against the proposal. If a shareholder fails to specify the number
of shares he or she is affirmatively voting, it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares the
shareholder is entitled to vote.
At each election of directors, shareholders shall not be entitled to
cumulate votes unless the candidates' names have been placed in nomination
before the commencement of the voting and a shareholder has given notice at the
meeting, and before the voting has begun, of his or her intention to cumulate
votes. If any shareholder has given such notice, then all shareholders entitled
to vote may cumulate their votes by giving one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of his or her
shares or by distributing such votes on the same principle among any number of
candidates as he or she thinks fit. The candidates receiving the highest number
of votes, up to the number of directors to be elected, shall be elected. Votes
cast against a candidate or which are withheld shall have no effect. Upon the
demand of any shareholder made before the voting begins, the election of
directors shall be by ballot rather than by voice vote.
SECTION 10. PROXIES
Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a written proxy
with the secretary of the corporation, executed by such person or his or her
duly authorized agent.
A proxy shall not be valid after the expiration of eleven (11) months
from the date thereof unless otherwise provided in the proxy. Every proxy shall
continue in full force and effect until revoked by the person executing it prior
to the vote pursuant thereto, except as otherwise provided in Section 705 of the
California Corporations Code.
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ARTICLE III
DIRECTORS
SECTION 1. POWERS
Subject to any limitations in the Articles of Incorporation and to the
provisions of the California Corporations Code, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by, or
under the direction of, the board of directors.
SECTION 2. NUMBER
The authorized number of directors shall be seven until changed by
amendment to this article of these bylaws.
After issuance of shares, this bylaw may only be amended by approval of
a majority of the outstanding shares entitled to vote; provided, moreover, that
a bylaw reducing the fixed number of directors to a number less than five (5)
cannot be adopted unless in accordance with the additional requirements of
Article IX of these Bylaws.
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at the annual meeting of the
shareholders and hold office from the 1st of October in the year of their
election until the following October 1st and until their successors have been
elected and qualified.
SECTION 4. VACANCIES
A vacancy on the board of directors shall exist in the case of death,
resignation, or removal of any director or in case the authorized number of
directors is increased, or in case the shareholders fail to elect the full
authorized number of directors at any annual or special meeting of the
shareholders at which any director is selected. The board of directors may
declare vacant the office of a director who has been declared of unsound mind by
an order of court or who has been convicted of a felony.
Except for a vacancy created by the removal of a director, vacancies on
the board of directors may be filled by approval of the board or, if the number
of directors then in office is less than a quorum, by (1) the unanimous written
consent of the directors then in office, (2) the affirmative vote of a majority
of the directors then in office at a meeting held pursuant to notice or waivers
of notice complying with this Article of these Bylaws, or (3) a sole remaining
director. Vacancies occurring on the board by reason of the removal of directors
may be filled only by approval of the shareholders. Each director so elected
shall hold office until the next annual meeting of the shareholders and until
his or her successor has been elected and qualified.
The shareholders may elect a director at any time to fill a vacancy not
filled by the directors. Any such election by written consent other than to fill
a vacancy created by the
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removal of a director requires the consent of a majority of the outstanding
shares entitled to vote.
Any director may resign effective upon giving written notice to the
chairperson of the board of directors, the president, the secretary or to the
board of directors unless the notice specifies a later time for the
effectiveness of the resignation. If the resignation is effective at a later
time, a successor may be elected to take office when the resignation becomes
effective. Any reduction of the authorized number of directors does not remove
any director prior to the expiration of such director's term in office.
SECTION 5. REMOVAL
Any or all of the directors may be removed without cause if such
removal is approved by a majority of the outstanding shares entitled to vote,
subject to the provisions of Section 303 of the California Corporations Code.
Except as provided in Sections 302, 303 and 304 of the California Corporations
Code, a director may not be removed prior to the expiration of such director's
term of office.
The Superior Court of the proper county may, on the suit of
shareholders holding at least 10 percent of the number of outstanding shares of
any class, remove from office any director in case of fraudulent or dishonest
acts or gross abuse of authority or discretion with reference to the corporation
and may bar from reelection any director so removed for a period prescribed by
the court. The corporation shall be made a party to such action.
SECTION 6. PLACE OF MEETINGS
Meetings of the board of directors shall be held at any place, within
or without the State of California, which has been designated in the notice of
the meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation or as may be designated from time
to time by resolution of the board of directors. Meetings of the board may be
held through the use of conference telephone or similar communications
equipment, as long as all directors participating in the meeting can hear one
another.
SECTION 7. ANNUAL, REGULAR AND SPECIAL DIRECTORS' MEETINGS
An annual meeting of the board of directors shall be held without
notice on the 1st of October at 10:00 am.
Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meetings shall not be required.
Special meetings of the board of directors may be called by the
chairperson of the board, the president, vice president, secretary, or any two
directors. Special meeting of
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the board of directors shall be held upon four (4) days' notice by mail, or
forty-eight (48) hours' notice delivered personally or by telephone or
telegraph. A notice or waiver of notice need not specify the purpose of any
special meeting of the board of directors.
If any meeting is adjourned for more than 24 hours, notice of the
adjournment to another time or place shall be given before the time of the
resumed meeting to all directors who were not present at the time of adjournment
of the original meeting.
SECTION 8. QUORUM AND BOARD ACTION
A quorum for all meetings of the board of directors shall consist of a
majority of the members of the board of directors until changed by amendment to
this article of these bylaws.
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act of the
board, subject to the provisions of Section 310 (relating to the approval of
contracts and transactions in which a director has a material financial
interest); the provisions of Section 311 (designation of committees); and
Section 317 (e) (indemnification of directors) of the California Corporations
Code. A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting.
A majority of the directors present at a meeting may adjourn any
meeting to another time and place, whether or not a quorum is present at the
meeting.
SECTION 9. WAIVER OF NOTICE
The transactions of any meeting of the board, however called and
noticed or wherever held, are as valid as though undertaken at a meeting duly
held after regular call and notice if a quorum is present and if, either before
or after the meeting, each of the directors not present signs a written waiver
of notice, a consent to holding the meeting, or an approval or the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Waivers of
notice or consents need not specify the purpose of the meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board may be taken
without a meeting, if all members of the board 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 effects as a unanimous vote of the
directors.
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SECTION 11. COMPENSATION
No salary shall be paid directors, as such, for their services but, by
resolution, the board of directors may allow a reasonable fixed sum and expenses
to be paid for attendance at regular or special meetings. Nothing contained
herein shall prevent a director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attendance at meetings.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall be a president, a vice president,
a secretary, and a treasurer who shall be the chief financial officer of the
corporation. The corporation also may have such other officers with such titles
and duties as shall be determined by the board of directors. Any number of
offices may be held by the same person.
SECTION 2. ELECTION
All officers of the corporation shall be chosen by, and serve at the
pleasure of, the board of directors.
SECTION 3. REMOVAL AND RESIGNATION
An officer may be removed at any time, either with or without cause, by
the board. An officer may resign at any time upon written notice to the
corporation given to the board, the president, or the secretary of the
corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any other time specified therein. The removal or resignation
of an officer shall be without prejudice to the rights, if any, of the officer
or the corporation under any contract or employment to which the officer is a
party.
SECTION 4. PRESIDENT
The president shall be the chief executive officer and general manager
of the corporation and shall, subject to the direction and control of the board
of directors, have general supervision, direction, and control of the business
and affairs of the corporation. He/she shall preside at all meetings of the
shareholders and directors and be an ex-officio 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
from time to time be prescribed by the board of directors or these bylaws.
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The president shall cast the deciding vote, whether it be his/her first
or if need be second vote, to break all tie votes cast by standing or executive
committees, and shareholders or directors at either regular, special or annual
meetings.
SECTION 5. VICE PRESIDENT
Each vice president shall have such powers and perform such other
duties as may from time to time be prescribed by the board of directors or these
bylaws.
SECTION 6. SECRETARY
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, a book of minutes of all meetings of
directors and shareholders. The minutes shall state the time and place of
holding of all meetings; whether regular or special, and if special, how called
or authorized; the notice thereof given or the waivers of notice received; the
names of those present at directors' meetings; the number of shares present or
represented at shareholders' meetings; and an account of the proceedings
thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, or at the office of the corporation's
transfer agent, a 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 shares, and the number and date of cancellation
of every certificate surrendered for cancellation.
The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation, the original or a copy of the bylaws of the
corporation, as amended or otherwise altered to date, certified by him or her.
The secretary shall give, or cause to be given, notice of all meetings
of shareholders and directors required to be given by law or by the provisions
of these bylaws.
The secretary shall have charge of the seal of the corporation and have
such other powers and perform such other duties as may from time to time be
prescribed by the board or these bylaws.
In the absence or disability of the secretary, the assistant
secretaries if any, in order of their rank as fixed by the board of directors
(or if not ranked, the assistant secretary designated by the board of
directors), shall have all the powers of, and be subject to all the restrictions
upon, the secretary. The assistant secretaries, if any, shall have such other
powers and perform such other duties as may from time to time be prescribed by
the board of directors or these bylaws.
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SECTION 7. TREASURER
The treasurer shall be the chief financial officer of the corporation
and shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of account of the properties and business transactions
of the corporation.
The treasurer shall deposit monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the board of directors. He or she shall disburse the funds of the corporation in
payment of the just demands against the corporation as authorized by the board
of directors; shall render to the president and directors, whenever they request
it, an account of all of his or her transactions as treasurer and of the
financial condition of the corporation; and shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or the bylaws.
In the absence or disability of the treasurer, the assistant
treasurers, if any, in order of their rank as fixed by the board of directors
(or if not ranked, the assistant treasurer designated by the board of
directors), shall perform all the duties of the treasurer and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
treasurer. The assistant treasurers, if any, shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or these bylaws.
SECTION 8. COMPENSATION
The officers of this corporation shall receive such compensation for
their services as may be fixed by resolution of the board of directors.
ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1.
The board may, by resolution adopted by a majority of the authorized
number of directors, designate one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. Any such committee, to
the extent provided in the resolution of the board, shall have all the authority
of the board, except with respect to:
a. The approval of any action for which the approval of the
shareholders or approval of the outstanding shares is also
required.
b. The filling of vacancies on the board or in any committee.
c. The fixing of compensation of the directors for serving on the
board or on any committee.
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d. The amendment or repeal of bylaws or the adoption of new
bylaws.
e. The amendment or repeal of any resolution of the board which
by its express terms is not so amendable or repealable.
f. A distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range
determined by the board.
g. The appointment of other committees of the board or the
members thereof.
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
The share register shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to such holder's interest as a shareholder or holder of a voting trust
certificate. Such inspection and copying under this section may be made in
person or by agent or attorney.
The accounting books and records of the corporation and the minutes of
proceedings of the shareholders and the board and committees of the board shall
be open to inspection upon the written demand of the corporation by any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for any proper purpose reasonably related to such
holder's interests as a shareholder or as the holder of such voting trust
certificate. Such inspection by a shareholder or holder of voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
Shareholders shall also have the right to inspect the original or a
copy of these bylaws, as amended to date and kept at the corporation's principal
executive office, at all reasonable times during business hours.
SECTION 2. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, record, and documents of every kind and to inspect
the physical properties of the corporation, domestic or foreign. Such inspection
by a director may be made in person or by agent or attorney. The right of
inspection includes the right to copy and make extracts.
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SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.
SECTION 4. WAIVER OF ANNUAL REPORT
The annual report to shareholders, described in Section 1501 of the
California Corporations Code is hereby expressly waived, as long as this
corporation has less than 100 holders of record of its shares. This waiver shall
be subject to any provision of law, including Section 1501(c) of the California
Corporations Code, allowing shareholders to request the corporation to furnish
financial statements.
SECTION 5. CONTRACTS, ETC.
The board of directors, except as otherwise provided in the bylaws, 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 to pledge its credit,
or to render it liable for any purpose or to any amount.
ARTICLE VII
INDEMNIFICATION AND INSURANCE OF CORPORATE AGENTS
SECTION 1. INDEMNIFICATION
The directors and officers of the corporation shall be indemnified by
the corporation to the fullest extent not prohibited by the California
Corporations Code.
SECTION 2. INSURANCE
The corporation shall have the power to purchase and maintain insurance
on behalf of any agent (as defined in Section 317 of the California Corporations
Code) against any liability asserted against or incurred by the agent in such
capacity or arising out of the agent's status as such, whether or not the
corporation would have the power to indemnify the agent against such liability
under the provisions of section 317 of the California Corporations Code.
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ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES
The corporation shall issue certificates for its shares when fully
paid. Certificates of stock shall be issued in numerical order, and shall state
the name of the record holder of the shares represented thereby; the number,
designation, if any, and the class or series of shares represented thereby; and
contain any statement or summary required by any applicable provision of the
California Corporations Code.
Every certificate for shares shall be signed in the name of the
corporation by 1) the chairperson or vice-chairperson of the board or the
president or a vice president and 2) by the treasurer or the secretary or an
assistant secretary.
SECTION 2. TRANSFER OF SHARES
Upon surrender to the secretary or transfer agent of the corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
secretary of the corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon the
share register of the corporation.
SECTION 3. RECORD DATE
The board of directors may fix a time in the future as a record date
for the determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or 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 record date.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1. BY SHAREHOLDERS
Bylaws may be adopted, amended, or repealed by the affirmative vote or
by the written consent of holders of a majority of the outstanding shares of the
corporation entitled to vote. However, a bylaw amendment which reduces the fixed
number of directors to a number less than five (5) shall not be effective if the
votes cast against the
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amendment or the shares not consenting to its adoption are equal to more than
16 2/3 percent of the outstanding shares entitled to vote.
SECTION 2. BY DIRECTORS
Subject to the right of shareholders to adopt, amend, or repeal bylaws,
the directors may adopt, amend or repeal any bylaw, except that a bylaw
amendment changing the authorized number of directors may be adopted by the
board of directors only if prior to the issuance of shares.
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AMENDMENT TO THE BYLAWS
OF
RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, INC.
Pursuant to the laws of the State of California and the Bylaws,
Tri-County hereby amends its Bylaws (the "Amendment") as follows:
1. Article III, Section 2 of the Bylaws is deleted in its entirety and
shall be replaced by the following:
SECTION 2. NUMBER
The authorized number of directors shall be five (5)
until changed by amendment to this article of these bylaws.
This bylaw may only be amended by approval of a
majority of the outstanding shares entitled to vote; provided,
moreover, that a bylaw reducing the fixed number of directors
to a number less than three (3) cannot be adopted unless in
accordance with the additional requirements of Article IX of
these bylaws.
2. Other than as set forth in this Amendment, all of the terms and
provisions of the Bylaws shall remain in full force and effect.