EXHIBIT 3.42
BYLAWS
OF
PSI-EAP, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 Annual Meeting. The annual meeting of the shareholders shall
be held, at such place within or without the state of incorporation as may be
designated by the Board of Directors, on such date and at such time as shall be
designated each year by the Board of Directors and stated in the notice of the
meeting. At the annual meeting the shareholders shall elect a Board of Directors
by a plurality vote and transact such other business as may properly be brought
before the meeting.
1.2 Special Meetings. Special meetings of the shareholders may be
called by the president, a majority of the board of directors, or by the holders
of not less than one-tenth (1/10) of all the shares entitled to vote at such
meeting. The place of said meetings shall be designated by the directors. The
business transacted at special meetings of the shareholders of the corporation
shall be confined to the business stated in the notice given to the
shareholders.
1.3 Notice of Shareholder Meetings. Written or printed notice
stating the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and the person
or persons calling the meeting; notice may be communicated in person; by
telephone, telegraph, teletype or other form of wire or wireless communication;
or by mail or private carrier by or at the direction of the president,
secretary, officer, or person calling the meeting to each shareholder entitled
to vote at the meeting. Such notice shall be delivered not less than ten (10)
nor more than two months before the date of the meeting, and shall be deemed to
be delivered when deposited in the United States mail addressed to the
shareholder at his last known address as it appears on the stock transfer books
of the corporation, with postage thereon prepaid, or by confirmed telex;
provided, however, that any such notice may be waived in writing, either prior
to or subsequent to such meeting.
1.4 Quorum Requirements. A majority of the shares entitled to vote
present, in person or represented by proxy, shall constitute a quorum for the
transactions of business. A meeting may be adjourned despite the absence of a
quorum, and notice of an adjourned meeting need not be given if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken. When a quorum is present at any meeting, a majority in
interest of the stock there represented
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shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of this corporation's Certificate of
Incorporation or Bylaws, or by the laws of Delaware, a larger or different vote
is required, in which case such express provision shall govern the decision of
such question.
1.5 Voting and Proxies. Every shareholder entitled to vote at a
meeting may do so either in person or by proxy appointment made by an instrument
in writing subscribed by such shareholder which proxy shall be filed with the
secretary of the meeting before being voted. Such proxy shall entitle the
holders thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof. No proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless the said
instrument expressly provides for a longer period.
ARTICLE II
BOARD OF DIRECTORS
2.1 Qualification and Election. Directors need not be shareholders
or residents of this State, but must be of legal age. They shall be elected by a
plurality of the votes cast at the annual meetings of the shareholders or at a
special meeting of the shareholders called for that purpose. Each director shall
hold office until the expiration of the term for which he is elected, and
thereafter until his successor has been elected and qualified.
2.2 Number. The number of directors that shall constitute the
entire board of directors shall be not less than one (1) nor more than fifteen
(15) persons, the exact number to be fixed from time to time by the Board of
Directors pursuant to a resolution adopted by a majority of directors then in
office.
2.3 Meetings. The annual meeting of the board of directors shall
be held immediately after the adjournment of the annual meeting of the
shareholders, at which time the officers of the corporation shall be elected.
The board may also designate more frequent intervals for regular meetings.
Special meetings may be called at any time by the chairman of the board,
president, or any two directors.
2.4 Notice of Directors' Meetings. The annual and all regular
board meetings may be held without notice of the date, time, place or purpose of
the meeting. Special meetings shall be held upon notice sent by any usual means
of communication not less than two (2) days before the meeting noting the date,
time and place of the meeting. The notice need not describe the purposes of the
special meeting. Attendance by a director at a meeting or subsequent execution
or approval by a director of the minutes of a meeting or a consent action shall
constitute a waiver of any defects in notice of such meeting and/or consent
action.
2.5 Quorum and Vote. The presence of a majority of the directors
shall
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constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of adjournment does
not exceed thirty days in any one adjournment. The vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board, unless the vote of a greater number is required by the certificate of
incorporation, these bylaws, or by the laws of the state of incorporation.
2.6 Executive and Other Committees. The board of directors, by a
resolution adopted by a majority of its members, may designate an executive
committee, consisting of two or more directors, and other committees, consisting
of two or more persons, who may or may not be directors, and may delegate to
such committee or committees any and all such authority as it deems desirable,
including the right to delegate to an executive committee the power to exercise
all the authority of the board of directors in the management of the affairs and
property of the corporation.
ARTICLE III
OFFICERS
3.1 Number. The corporation shall have a President, a Secretary,
and such Vice Presidents and other officers as the board of directors shall from
time to time deemed necessary. Any two or more offices may be held by the same
person.
3.2 Election and Term. The officers shall be elected by the board.
3.3 Duties. All officers shall have such authority and perform
such duties in the management of the corporation as are normally incident to
their offices and as the board of directors may from time to time provide.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
4.1 Resignations. Any officer or director may resign at any time
by giving written notice to the chairman of the board, the president, or the
secretary. Any such resignation shall take effect at the time specified therein,
or, if no time is specified, then upon its acceptance by the board of directors.
4.2 Removal of Officers. Any officer or agent may be removed at
any time with or without cause by the board whenever in its judgment the best
interests of the corporation will be served thereby.
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4.3 Removal of Directors. Any or all of the directors may be
removed either with or without cause by a proper vote of the shareholders; and
may be removed with cause by a majority vote of the entire board.
4.4 Vacancies. Newly created directorships resulting from an
increase in the number of directors, and vacancies occurring in any office or
directorship for any reason, including removal of an officer or director, may be
filled by the vote of a majority of the directors remaining in office, even if
less than a quorum exists.
ARTICLE V
CAPITAL STOCK
5.1 Stock Certificates. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the corporation in such form as
may be prescribed by the board of directors. Unless otherwise decided by the
board, such certificates shall be signed by the president and the secretary of
the corporation.
5.2 Transfer of Shares. Shares of stock may be transferred on the
books of the corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions on transfer imposed by either the
applicable securities laws or any shareholder agreement.
5.3 Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the board of directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
6.1 Actions by Board of Directors. Whenever the directors are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the persons or entities entitled to vote thereon, and such action shall
be as valid and effective as any action taken at a regular or special meeting of
the directors.
6.2 Actions by Shareholders. Whenever the vote of shareholders at
a meeting thereof is required or permitted to be taken in connection with any
corporate action by statute, the Certificate of Incorporation or these Bylaws,
the meeting and vote of shareholders may be dispensed with, if the holders of
the outstanding stock 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 shall consent in writing
to such corporate action being taken.
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ARTICLE VII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed either by: (1) a
majority vote of the shares represented at any duly constituted shareholders'
meeting; or (2) by a majority vote of the Board of Directors.
ARTICLE VIII
FISCAL YEAR
The fiscal year for the corporation shall be the calendar year.
CERTIFICATION
I certify that these Bylaws were adopted by written consent of the
Board of Directors of the corporation and became effective on December 21, 2000.
/s/ Steven T. Davidson, Secretary
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