EXHIBIT 3.19
AMENDED
AND
RESTATED BYLAWS
OF H.C. CORPORATION
ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates representing shares of H.C.
Corporation (the "corporation") shall set forth thereon the statements
prescribed by Section 10-2A-40 of the Alabama Business Corporation Act and by
any other applicable provision of law, shall be signed by the Chairman of the
Board or the President or an Executive Vice President or a Vice President or the
Treasurer and by the Secretary or an Assistant Vice President or an Assistant
Secretary or an Assistant Treasurer of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof. The signature of any one of
these officers upon a certificate may be a facsimile if the certificate is
signed by another of such officers, and the signatures of both of such officers
may be facsimiles if the certificate is counter signed by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such 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 its issue. No certificate
shall be issued for any share until such share is fully paid.
2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may issue
fractions of a share, arrange for the disposition of fractional interests by
those entitled thereto, pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined, or issue
scrip in registered or bearer form, which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a full
share. A certificate for a fractional share shall, but scrip shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation. The Board of Directors may cause such
scrip to be issued subject to the condition that it shall become void if not
exchanged for certificates representing full shares before a specified date, or
subject to the condition that the shares for which the scrip is exchangeable may
be sold by the corporation and the proceeds thereof
distributed to the holders of such scrip, or subject to any other conditions
which the Board of Directors may deem advisable.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the Articles of
Incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the corporation
shall be deemed the owner thereof for all purposes as regards the corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
corporation, shall be so expressed in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may provide that the stock transfer books
shall be closed for a stated period not to exceed, in any case, fifty days. If
the stock transfer books are closed for the purpose of determining the
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding the meeting.
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 shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring the dividend is adopted, as the
case may be, shall be the record date for the determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding
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shares when the corporation is authorized to issue only one class of shares, and
said reference is also intended to include any outstanding share or shares and
any holder or holders of record of outstanding shares of any class upon which or
upon whom the Articles of Incorporation confer such rights where there are two
or more classes or series of shares or upon which or upon whom the Alabama
Business Corporation Act confers such rights notwithstanding that the Articles
of Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the first Monday of
September in each year, if not a legal holiday, and if a legal holiday, then on
the next day not a legal holiday, at 10:00 o'clock in the forenoon, or such
other day as determined by the directors. A special meeting shall be held on the
date fixed by the directors except when the Alabama Business Corporation Act
confers the right to call a special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at such
place within or without the State of Alabama as shall be fixed from time to time
by the Board of Directors. If the Board of Directors shall fail to fix the place
for any such meeting, the meeting shall be held at the registered office of the
corporation in the State of Alabama.
- CALL. Annual meetings may be called by the directors or the President
or the Secretary or by any officer instructed by the directors or the President
to call the meeting. Special meetings may be called in like manner or by the
holders of at least one-tenth of the shares.
- NOTICE OF WAIVER OF NOTICE. Written notice stating the place, day,
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
days (or not less than any such other minimum period of days as may be
prescribed by the Alabama Business Corporation Act) nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each shareholder. The notice of any annual or special meeting shall
also include, or be accompanied by, any additional statements, information, or
documents prescribed by the Alabama Business Corporation Act. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid; provided, however, if
three successive letters mailed to the last-known address of any shareholder are
returned as undeliverable, no further notices to such shareholder shall be
necessary until another address for such shareholder is made known to the
corporation. Whenever any notice is required to be given to any
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shareholder, a waiver thereof in writing signed by him whether before, at, or
after the time stated therein shall be the equivalent to the giving of such
notice. Notwithstanding the provisions of this paragraph, the stock or bonded
indebtedness of a corporation shall not be increased at a meeting unless notice
of such meeting shall have been given as required by Section 234 of the
Constitution of Alabama as the same may be amended from time to time.
- VOTING RECORD. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be kept on file at the principal office of the corporation within
or without the State of Alabama for a period of at least ten days before the
meeting and shall be subject to inspection by any shareholder making written
request therefor at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice Chairman of the Board,
if any, the President, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but, if neither the Secretary nor an
Assistant Secretary is present, the Chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every shareholder may authorize another person
or persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether for the purposes of determining his presence at
a meeting, or whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting, or otherwise.
Every proxy shall be executed in writing by the shareholder, or by his duly
authorized attorney-in-fact, and filed with the Secretary of the corporation. No
proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
- QUORUM. A majority of the shares shall constitute a quorum. If a
quorum shall not be represented at any meeting of the shareholders, such meeting
may be adjourned for a period not to exceed sixty days at any one adjournment.
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- VOTING. Except as the Articles of Incorporation, these Bylaws, or the
Alabama Business Corporation Act, shall otherwise provide, the affirmative vote
of the majority of the shares represented at the meeting, a quorum being
present, shall be the act of the shareholders.
7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders and shall be filed with the Secretary of the corporation.
8. SHARES HELD FOR ACCOUNT. Pursuant to Section 10-2A-2 of the Alabama
Business Corporation Act, the Board of Directors of the corporation may adopt by
resolution a procedure by which any shareholder of the corporation may certify
in writing to the corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. The business and the affairs of
the corporation shall be managed by a Board of Directors. The Board may fix the
compensation of directors.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural person.
A director need not be a shareholder, a citizen of the United States, or a
resident of the State of Alabama. The number of Directors which shall constitute
the whole Board shall be between one (1) and eight (8). The number of directors
may be increased or decreased by an amendment to these Bylaws or by a resolution
of the full Board of Directors then in office or by the vote of the
shareholders.
3. ELECTION AND TERM. The initial Board of Directors shall consist of
the directors named in the Articles of Incorporation and shall hold office until
the first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors, any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors by the shareholders which have not been filled by said
shareholders, may be filled by the affirmative vote of a majority of the
remaining directors, although less than a quorum exists, and any directorship to
be filled by reason of an increase in the
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number of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting or at a special
meeting of shareholders called for that purpose.
4. MEETINGS.
- TIME. Meetings of the Board of Directors or of any committee thereof
shall be held at such time as the Board shall fix, except that the first meeting
of a newly elected Board shall be held as soon after its election as the
directors may conveniently assemble.
- PLACE. Meetings of the Board of Directors or of any committee thereof
shall be held at such place within or without the State of Alabama as shall be
fixed by the Board or by any committee thereof, as the case may be.
- CALL. No call shall be required for regular meetings of the Board of
Directors or of any committee thereof for which the time and place have been
fixed. Special meetings may be called by or at the direction of the Chairman of
the Board, if any, the Vice Chairman of the Board, if any, of the President, or
of a majority of the directors in office or a majority of the members of any
committee thereof, as the case may be.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings of the Board of Directors or of any committee thereof, as
the case may be, for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for any such
special meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any such meeting need not specify the business to be
transacted or the purpose of the meeting. Any requirement of furnishing a notice
shall be waived by any director who signs a waiver of notice before or after the
meeting. Attendance of a director at any such meeting shall constitute a waiver
of notice of the meeting, except where any such director attends the meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
- QUORUM AND ACTION. A majority of the full Board of Directors shall
constitute a quorum. Except as herein otherwise provided, and except as may be
otherwise provided by the Alabama Business Corporation Act, the act of the Board
shall be the act of a majority of the directors present at a meeting at which a
quorum is present.
Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board of Directors or of a committee thereof, as
the case may be, by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each other
at
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the same time. Such participation shall constitute presence in person at the
meeting.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. At a meeting called expressly for that
purpose, the entire Board of Directors or any individual director may be removed
from office with or without cause by the vote of the shareholders holding at
least a majority of the shares then entitled to vote at an election of
directors. In case the entire Board or any one or more directors be so removed,
new directors may be elected at the same meeting.
6. COMMITTEES. The Board of Directors may, by resolution adopted by a
majority of the full Board, designate from among its members an Executive
Committee and one or more other committees, which, to the extent provided in the
resolution shall have and may exercise all of the authority of the Board of
Directors with the exception of any authority the delegation of which is
prohibited by Section 10-2A-64 of the Alabama Business Corporation Act.
7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of directors, or any action which may be taken at a meeting of directors
or of the Executive Committee or other committee, if any, 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 or all of the members of the Executive Committee
or other committee, as the case may be.
ARTICLE III
OFFICERS
The corporation shall have a President and a Secretary, each of whom
shall be elected by the directors, and may have one or more Vice Presidents, who
shall be elected by the directors, and such other officers and assistant
officers and agents as may be deemed necessary, each or any of whom may be
elected or appointed by the directors or may be chosen in such manner as the
directors shall determine. Any two or more offices may be held by the same
person.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.
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The officers and agents of the corporation shall have the authority and
perform the duties in the management of the corporation as determined by the
resolution electing or appointing them, as the case may be.
The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the corporation will be served thereby.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation, and
the name of the initial registered agent of the corporation, are set forth in
the original Articles of Incorporation of the corporation.
ARTICLE V
BOOKS AND RECORDS
AND FINANCIAL REPORTS TO SHAREHOLDERS
The corporation shall keep at a location within the State of Alabama
correct and complete books and records of account and correct and complete
records of all transactions of the corporation, and also shall keep complete and
correct minutes of its shareholders and Board of Directors and of any committee
thereof.
The corporation shall keep at its registered office or at its principal
place of business, or at the office of its transfer agent or registrar either
within or without the State of Alabama, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of the shares
held by each shareholder and shall keep on file at the principal office within
or without the State of Alabama the voting record of shareholders for a period
of at least ten days prior to any meeting of shareholders.
The corporation shall comply with the requirements relating to the
mailing of annual financial reports to shareholders set forth in Section
10-2A-79 of the Alabama Business Corporation Act.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
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ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VIII
CONTROL OVER BYLAWS
The power to alter, amend, and repeal the Bylaws and to make new Bylaws
shall be vested in the Board of Directors, provided, however, that the Board of
Directors may not alter, amend, or repeal any Bylaw establishing what
constitutes a quorum at shareholders' meetings.
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