EXHIBIT 3.21
CCA WESTERN PROPERTIES, INC.
BYLAWS
ARTICLE I.
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and outside the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at the principal business office of the corporation, or
at such other place as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or outside the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the Board of Directors. To
be properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. The chairman of the annual meeting shall,
if the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the provisions of
this Section 2, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) calendar days
before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) calendar days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least ten (10) calendar days prior to
the meeting, either on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice
of the meeting or during ordinary business hours, at the principal place of
business of the corporation. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation of the corporation, may be called by the corporation's chief
executive officer and shall be called by the chief executive officer or
secretary of the corporation at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning at least
twenty percent (20%) of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called shall be given not less than ten nor more than sixty (60) calendar days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) calendar days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the law or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the corporation's certificate
of incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such
2
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 12. If authorized by the Board of Directors in its sole
discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication, (a) participate
in a meeting of stockholders, and (b) be deemed present in person and vote at a
meeting of stockholders, whether such meeting is to be held at a designated
place or solely by means of remote communication, provided that (i) the
corporation shall implement reasonable measures to verify that each person
deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.
ARTICLE III.
BOARD OF DIRECTORS
Section 1. The number of directors which shall constitute the whole
Board of Directors shall be not less than one (1) nor more than twelve (12). The
number of directorships at any time shall be that number most recently fixed by
action of the Board of Directors or in agreements between the corporation and
its stockholders, or absent such action or agreement, shall be the number of
directors elected at the preceding annual meeting of stockholders, or the
meeting held in lieu thereof, plus the number elected since any such meeting to
account for any increase in the size of the Board of Directors.
Section 2. Except as otherwise provided in the corporation's
certificate of incorporation or in agreements between the corporation and its
stockholders, only persons who are nominated in accordance with the procedures
set forth in this Section 2 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 2. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the secretary of the corporation. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
3
Section 3. Except as otherwise provided in the certificate of
incorporation or in agreements between the corporation and its stockholders,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.
Section 4. The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the corporation's certificate of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
Section 5. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or outside the State of Delaware.
Section 6. The first meeting of each newly elected Board of Directors
shall be held immediately following each annual meeting of stockholders and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present.
Section 7. 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.
Section 8. Special meetings of the Board may be called by the chief
executive officer of the corporation upon notice to each director. Special
meetings shall also be called by the chief executive officer or secretary of the
corporation in like manner and on like notice on the written request of two
directors unless the Board consists of only one director, in which case special
meetings shall be called by the chief executive officer or secretary in like
manner and on like notice on the written request of the sole director.
Section 9. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the certificate of incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 10. Unless otherwise restricted by the corporation's
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 11. Unless otherwise restricted by the corporation's
certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated
4
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation as appointed by the
Board of Directors. The Board of Directors shall designate the directors who
shall serve as members of the committees and may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolutions of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation; but no such committee
shall have the power or authority in reference to amending the corporation's
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the bylaws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.
Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
Section 14. Unless otherwise restricted by the corporation's
certificate of incorporation, these bylaws or agreements between the corporation
and its stockholders, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any 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 attending
committee meetings.
Section 15. Unless otherwise restricted by the corporation's
certificate of incorporation or by law or by agreements between the corporation
and its stockholders, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV.
NOTICES
Section 1. Whenever under the provisions of these bylaws, the
corporation's certificate of incorporation or applicable law, written notice is
required to be given to any director, officer or stockholder of the corporation,
it shall not be construed to mean personal
5
notice, but such notice will be deemed given by depositing the same in the
United States mail, postage prepaid, addressed to such stockholder, officer, or
director at such address as appears on the corporation's current record of
stockholders and, such notice shall be deemed to be given at the time when the
same shall be deposited in the United States mail. Written notice to an officer
or director also may be given personally or by facsimile or other electronic
transmission (including e-mail). Written notice to stockholders also may be
given personally or by a form of electronic transmission (including e-mail)
consented to by the stockholder to whom the notice is given. If notice to a
stockholder is provided by electronic transmission, such notice shall be deemed
given: (a) if by facsimile, when directed to a number at which the stockholder
has consented to receive notice; (b) if by electronic mail, when directed to an
electronic mail address at which the stockholder has given consent to receive
notice; (c) if by posting on an electronic network together with separate notice
to the stockholder of such specific posting upon the later of (i) such posting,
and (ii) the giving of such separate notice; and (d) if by any other electronic
transmission, when directed to the stockholder.
Section 2. Whenever under the provisions of these bylaws, the
corporation's certificate of incorporation or applicable law, notice is required
to be given to any director, officer or stockholder of the corporation, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V.
OFFICERS
Section 1. The officers of the corporation shall be elected by the
Board of Directors and, subject to the requirements of applicable law, may be
comprised of a chairman of the Board of Directors, chief executive officer,
president, vice president, secretary, treasurer, chief financial officer and
such other officers as the Board of Directors may deem appropriate. Any number
of offices may be held by the same person, unless the corporation's certificate
of incorporation, these bylaws or applicable law otherwise provide. Subject to
any terms, powers and duties as may be enumerated in these bylaws, the officers
appointed by the Board shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board.
Section 2. The Board of Directors may appoint such other agents as it
shall deem necessary who shall hold their positions for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
Section 3. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect the officers.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy
6
occurring in any office of the corporation shall be filled by the Board of
Directors.
Section 6. The chairman of the Board of Directors shall preside at all
meetings of the stockholders and the Board of Directors, shall see that all
orders and resolutions of the Board of Directors are carried into effect and
shall perform such other duties as the Board of Directors may from time to time
prescribe.
Section 7. The chief executive officer shall, subject to the powers of
the Board of Directors, be in the general and active charge of the entire
business and affairs of the corporation, and shall be its chief policy making
officer. He shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or provided in these bylaws. Whenever the
president is unable to serve, by reason of sickness, absence or otherwise, the
chief executive officer shall perform all the duties and responsibilities and
exercise all the powers of the president.
Section 8. The president of the corporation, subject to the powers of
the Board of Directors and the chief executive officer, shall have general
charge of the business affairs and property of the corporation, and control over
its officers, agents and employees, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president may
sign bonds, mortgages, certificates for shares and all other contracts and
documents except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these bylaws to some
other officer or agent of the corporation. The president shall have such other
powers and perform such other duties as may be prescribed by the chief executive
officer, the Board of Directors or as may be provided in these bylaws.
Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 10. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation (if any) and he, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.
Section 11. The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books
7
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. The chief financial officer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the chief executive officer and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all financial
transactions and of the financial condition of the corporation.
ARTICLE VI.
CERTIFICATES OF STOCK; TRANSFERS; RECORD DATES
Section 1. The shares of the corporation shall be represented by
certificates. Certificates shall be signed by, or in the name of the corporation
by, the chairman of the Board of Directors, chief executive officer, president
or a vice president, and by the secretary or an assistant secretary of the
corporation.
Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
Section 3. The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to affirm
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful
8
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten (10) calendar days before the date of
such meeting, nor more than sixty (60) calendar days prior to any other action.
Except as otherwise required by law, a determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the corporation's certificate of incorporation, if any, may
be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.
Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
Section 2. Shares of voting stock or other equity interests issued by
another entity and held in the name of the corporation may be voted by the
chairman, chief executive officer, president or secretary on behalf of the
corporation, on any issue submitted to the stockholders or equity holders of
such other entity with respect to which the corporation is entitled to vote.
Section 3. All checks or demands for money and notes of the corporation
shall be signed by the chairman, president, chief executive officer, chief
financial officer, any vice president, treasurer, secretary or such officer or
officers or such other person or persons as the Board of Directors may from time
to time designate.
Section 4. The fiscal year of the corporation shall be the calendar
year.
Section 5. The corporation shall have no seal unless expressly provided
for by resolution of the Board of Directors.
Section 6. The corporation shall indemnify to the full extent permitted
by law any person made or threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person or such person's testator or intestate is or was a
director or officer of the corporation or serves or served at the
9
request of the corporation any other enterprise as a director or officer (or
similar position). The corporation may indemnify to the full extent permitted by
law any person made or threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person or such person's testator or intestate is or was an
employee or agent of the corporation or serves or served at the request of the
corporation any other enterprise as a an employee or agent. The rights provided
to any person by this by-law shall be enforceable against the corporation by
such person who shall be presumed to have relied upon it in serving or
continuing to serve as a director or officer as provided above. No amendment of
this bylaw shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. For purposes of this
Section 6, the term "corporation" shall include any predecessor of the
corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the corporation in a consolidation or merger; the term
"other enterprise," shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the request of the corporation"
shall include service as a director, officer or employee of the corporation
which imposes duties on, or involves services by, such director, officer or
employee with respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and action by a
person with respect to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and beneficiaries of such
plan shall be deemed to be action not opposed to the best interests of the
corporation.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that such individual is entitled to be indemnified by
the corporation as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
The indemnification provided by this Section 6 shall not be exclusive
of any other rights to which those seeking indemnification may be entitled under
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such individual's official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent (or similar position) of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify against such liability under the
provisions of this Section 6.
10
Section 7. Without limiting any of the authority of the corporation's
officers provided by or contemplated by the other Sections of these bylaws, the
Board of Directors may authorize any officer or officers, or any agent or
agents, of the corporation to enter into any contract or to execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 8. The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the corporation. The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing in this section contained shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.
Section 9. In the event that any provision of these bylaws is or
becomes inconsistent with any provision of the corporation's certificate of
incorporation or Delaware or other applicable law, the provision of these bylaws
shall not be given any effect to the extent of such inconsistency but shall
otherwise be given full force and effect.
ARTICLE VIII.
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the corporation's
certificate of incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new bylaws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the
corporation's certificate of incorporation it shall not divest or limit the
power of the stockholders to adopt, amend or repeal bylaws.
* * *
These bylaws have been adopted by the corporation's Board of Directors
and are effective as of the 21st day of December, 2004.
CCA WESTERN PROPERTIES, INC.
By: /s/ G.A. Puryear IV
------------------------
Printed Name: G.A. Puryear IV
Title: Secretary
11