EXHIBIT 3.32
BY-LAWS
OF
FLORIDA RECYCLING SERVICES, INC.
ARTICLE I
OFFICES AND REGISTERED AGENT
Section 1.1 Registered Office and Agent. The Corporation shall have and
continuously maintain a registered office in Illinois and a registered agent
having a business office identical with such registered office.
Section 1.2 Other Offices. The Corporation may also have such other office
or offices in Illinois or elsewhere as the Board of Directors may determine or
as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Meeting. An annual meeting of the shareholders shall be
held on the second Tuesday in September in each year beginning with the year
1999, or in the event the annual meeting is not so held on such date or at such
time, then on the day and at the time designated by the Board of Directors, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held on the next succeeding business day.
If the directors shall not be elected at the annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
as soon thereafter as may be convenient.
Section 2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the President, and shall be called by the President or
Secretary at the request in writing of (a) a majority of the Board of Directors,
or (b) the holders of not less than one-fifth of all the outstanding shares
entitled to vote on the matter for which the meeting is called. Such request
shall state the purpose or purposes of the proposed meeting.
Section 2.3 Place of Meetings. Meetings of shareholders, whether annual or
special, shall be held in Illinois at such address therein as may be designated
in the notice or waiver of notice of such meeting; provided, that a waiver of
notice signed by all shareholders may designate any time or any place, either
within or without Illinois, as the time and place for the holding of such
meeting. If no designation is made, the place of meeting shall be the registered
office of the Corporation in Illinois.
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Section 2.4 Notice of Meetings. Written or printed notice stating the
place, date 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 nor more than sixty days before the date of the meeting, or in the case
of a merger or consolidation, share exchange, dissolution or sale, lease or
exchange of all or substantially all of the assets of the Corporation other than
in the usual and regular course of business not less than twenty nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, the Secretary or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, with postage thereon prepaid, addressed to the shareholder at his
address as it appears on the records of the Corporation.
Section 2.5 Fixing of Record Date or Otherwise Determining Shareholders.
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders, or shareholders 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 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 sixty days and, for a meeting of shareholders, not less than ten days,
or in the case of a merger, consolidation, share exchange, dissolution or sale,
lease or exchange of all or substantially all of the assets of the Corporation
other than in the usual and regular course of business, not less than twenty
days, immediately preceding such meeting. If 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 such dividend is adopted, as the
case may be, shall
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be the record date for such 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.
Section 2.6 Voting List. The Secretary or other officer or agent having
charge of the share transfer books shall make, within twenty days after the
record date for a meeting of shareholders or ten days before such meeting,
whichever is earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, 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 share transfer books, or a duplicate thereof kept in
Illinois, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share transfer books or to vote at any meeting of
shareholders.
Section 2.7 Quorum and Manner of Acting. Unless otherwise provided by the
Articles of Incorporation, a majority of the outstanding shares of the
Corporation, entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
entitled to vote on a matter is represented at said meeting, a majority of such
shares so represented may adjourn the meeting from time to time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Illinois
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Business Corporation Act of 1983, the Articles of Incorporation or these
By-laws. At any adjourned meeting at which a quorum shall be present any
business may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not cause failure of
a duly constituted quorum at that meeting.
Section 2.8 Proxies. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form and delivering it to the
person so appointed. No proxy shall be valid after the expiration of eleven
months from the date thereof, unless otherwise provided in the proxy.
Section 2.9 Voting of Shares. Unless otherwise provided in the Articles of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 2.10 Inspectors. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon the voting
list produced at the meeting in accordance with Section 2.6 hereof and upon
their determination of the validity and effect of proxies, and they shall count
all votes, report the results and do such other acts as are proper to conduct
the election and voting with impartiality and fairness to all the shareholders.
Each such report shall be in writing and signed by at least a majority of the
inspectors, the report of a majority being the report of the inspectors, and
such reports shall be prima facie evidence of the number of shares represented
at the meeting and the result of a vote of the shareholders.
Section 2.11 Voting of Shares by Certain Holders. Shares of the
Corporation held by the Corporation, unless held by it in a fiduciary capacity,
shall not be voted, directly or indirectly, at any
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meeting, and shall not be counted in determining the total number of outstanding
shares at any given time. Shares registered in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, proxy or other legal
representative authorized to vote such shares under the law of incorporation of
such corporation. Shares registered in the name of a deceased person, a minor
ward or a person under legal disability may be voted by his administrator,
executor or court appointed guardian, either in person or by proxy, without a
transfer of such shares into the name of such administrator, executor or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name. Shares
registered in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority so to do is contained in an
appropriate order of the court by which such receiver was appointed. A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Section 2.12 Informal Action by Shareholders. Unless otherwise provided in
the Articles of Incorporation, any action which is required by law or by these
By-laws to be taken at a meeting of shareholders, or any other action which may
be taken at such a meeting, may be taken without a meeting and without a vote if
a consent in writing, setting forth the action so taken, shall be signed (i) if
five days prior notice of the proposed action is given in writing to all of the
shareholders entitled to vote with respect to the subject matter thereof, 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 voting or (ii) by all of
the
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shareholders entitled to vote with respect to the subject matter thereof. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given in writing to those shareholders who
have not consented in writing.
Section 2.13 Cumulative Voting. Unless otherwise provided in the Articles
of Incorporation, at all elections of directors of the Corporation, or at
elections held under specified circumstances, each holder of shares shall be
entitled to as many votes as shall equal the number of votes which he would be
entitled to cast for the election of directors with respect to his shares
multiplied by the number of directors to be elected, and he may cast all such
votes for a single director or may distribute them among the number to be voted
for, or for any two or more of them, as he may see fit.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors.
Section 3.2 Number, Tenure and Qualifications. The number of directors
shall range from one (1) to three (3). The number may be increased or decreased
from time to time by amendment of this Section. Directors need not be
shareholders or residents of Illinois. Each director shall be elected to hold
office until the next annual meeting of shareholders or until his successor
shall have been elected and qualified.
Section 3.3 Regular Meetings. A regular meeting of the Board of Directors
shall be held, without other notice than this Section, immediately after and at
the same place as the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without Illinois,
for the holding of additional regular meetings without other notice than such
resolution.
Section 3.4 Special Meetings. Special meetings of the Board of Directors
may be called at any time by the President or any one director. The person or
persons who call a special meeting of the Board of Directors may designate any
place, either within or without Illinois, as the place for holding such special
meeting. In the absence of such a designation the place of meeting shall be the
registered office of the Corporation in Illinois.
Section 3.5 Notice of Special Meetings. Notice stating the place, date and
hour of a special meeting shall be mailed not less than five days before the
date of the meeting, or shall be sent by telegram or be delivered personally or
by telephone not less than two days before the date of the
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meeting, to each director, by or at the direction of the person or persons
calling the meeting. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at nor the purpose of any meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 3.6 Quorum and Manner of Acting. Unless otherwise provided in the
Articles of Incorporation, a majority of the number of directors as fixed in
Section 3.2 hereof shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors; provided, that if less than a majority of
such number of directors are present at said meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice. The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless otherwise
provided in the Illinois Business Corporation Act of 1983, the Articles of
Incorporation or these By-laws.
Section 3.7 Informal Action by Directors. Any action which is required by
law or by these By-laws to be taken at a meeting of the Board of Directors, or
any other action which may be taken at a meeting of the Board of Directors or
any committee thereof, 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
entitled to vote with respect to the subject matter thereof, or by all the
members of such committee, as the case may be. The consent shall be evidenced by
one or more written approvals, each of which sets forth the action taken and
bears the signature of one or more directors. All approvals evidencing the
consent shall be delivered to the Secretary to be filed in the corporate
records. The action taken shall
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be effective when all the directors have approved the consent unless the consent
specifies a different effective date. Such consent shall have the same force and
effect as a unanimous vote of all of the directors or all of the members of any
such committee, as the case may be, at a duly called meeting thereof.
Section 3.8 Telephonic Meetings. Unless specifically prohibited by the
Articles of Incorporation, members of the Board of Directors or of any committee
of the Board of Directors may participate in and act at any meeting of such
Board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting shall constitute
attendance and presence in person at the meeting of the person or persons so
participating.
Section 3.9 Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, the President, or the Secretary. Such
resignation shall take effect at the time specified therein; and, unless
tendered to take effect upon acceptance thereof, the acceptance of such
resignation shall not be necessary to make it effective. Any pending vacancy may
be filled before the effective date thereof, but the successor shall not take
office until such effective date.
Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a special meeting
of the shareholders called for that purpose; provided, however, the Board of
Directors may properly fill one or more vacancies arising between meetings of
shareholders by reason of an increase in the number of directors or otherwise. A
director elected by the shareholders to fill a vacancy shall hold office until
the next annual meeting of shareholders or until his successor shall have been
elected and qualified. A director appointed by the directors to fill
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a vacancy shall serve until the next meeting of shareholders at which directors
are to be elected or until his successor shall have been elected and qualified.
Section 3.11 Compensation. The Board of Directors, by the affirmative vote
of a majority of the directors then in office and irrespective of any personal
interest of any of its members, shall have the authority to establish reasonable
compensation of directors for services to the Corporation as directors, officers
or otherwise. By resolution of the Board of Directors the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors.
Section 3.12 Presumption of Assent. A director who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be conclusively presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 3.13 Directors Conflict of Interest. If a transaction is fair to
the Corporation at the time it is authorized, approved or ratified, the fact
that a director is directly or indirectly a party to the transaction is not
grounds for invalidating the transaction. The presence of the director, who is
directly or indirectly a party to such a transaction, or a director who is
otherwise not disinterested, may be counted in determining whether a quorum is
present but may not be counted when the Board of Directors or a committee
thereof takes action on the transaction.
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ARTICLE IV
COMMITTEES
Section 4.1 Appointment and Powers. The Board of Directors, by resolution,
may create one or more committees and appoint members of the Board to serve on
the committee or committees. Each committee shall have two or more members, who
shall serve at the pleasure of the Board. Unless the appointment by the Board of
Directors requires a greater number, a majority of any committee shall
constitute a quorum and a majority of a quorum is necessary for committee
action. A committee may act by unanimous consent in writing without a meeting
and, subject to the provisions of these By-laws or action by the Board of
Directors, the committee by majority vote of its members shall determine the
time and place of meetings and the notice required therefor. To the extent
specified by the Board of Directors, each committee may exercise all the
authority of the Board of Directors in the management of the Corporation,
provided no such committee may authorize distributions; approve or recommend to
shareholders any act the Illinois Business Corporation Act of 1983 requires to
be approved by shareholders; fill vacancies on the Board of Directors or on any
of its committees; elect or remove officers or fix the compensation of any
member of the committee; adopt, amend or repeal these By-laws; approve a plan of
merger not requiring shareholder approval; authorize or approve reacquisition of
shares, except according to a general formula or method prescribed by the Board
of Directors; authorize or approve the issuance or sale, or contract for sale of
shares or determine the designation and relative rights, preferences, and
limitations of a series of shares, except that the Board of Directors may direct
a committee to fix the specific terms of the issuance or sale or contract for
sale or the number of shares to be allocated to particular employees under an
employee benefit plan; or amend, alter, repeal, or take action inconsistent with
any
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resolution or action of the Board of Directors when the resolution or action of
the Board of Directors provides by its terms that it shall not be amended,
altered or repealed by action of a committee. Each committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors.
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ARTICLE V
OFFICERS
Section 5.1 Number and Titles. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Treasurer and a Secretary. There shall
be such other officers and assistant officers as the Board of Directors may from
time to time deem necessary. Any two or more offices may be held by the same
person.
Section 5.2 Election, Term of Office and Qualifications. The officers
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the annual meeting of shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as may be convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
be elected to hold office until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal. Election of an
officer shall not of itself create contract rights.
Section 5.3 Removal. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
Section 5.4 Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Such
resignation shall take effect at the time specified therein; and, unless
tendered to take effect upon acceptance thereof, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5.5 Duties. In addition to and to the extent not inconsistent with
the provisions in these By-laws, the officers shall have such authority, be
subject to such restrictions and perform such
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duties in the management of the business, property and affairs of the
Corporation as may be determined from time to time by the Board of Directors.
Section 5.6 President. The President shall be the chief executive officer
of the Corporation. Subject to the control of the Board of Directors, he shall
in general supervise the business and affairs of the Corporation and he shall
see that resolutions and directions of the Board of Directors are carried into
effect except when that responsibility is specifically assigned to some other
person by the Board of Directors. Unless there is a Chairman of the Board who is
present and who has the duty to preside, the President shall preside at all
meetings of the shareholders and, if a director, at all meetings of the Board of
Directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-laws or where otherwise required by law, the President may execute for
the Corporation any contracts, deeds, mortgages, bonds or other instruments
which the Board of Directors has authorized to be executed or the execution of
which is in the ordinary course of the Corporation's business, and he may
accomplish such execution either under or without the seal of the Corporation
and either alone or with the Secretary, any Assistant Secretary, or any other
officer thereunto authorized by the Board of Directors or these By-laws. In
general, he shall perform all duties incident to the office of President and
such other duties as from time to time may be prescribed by the Board of
Directors.
Section 5.7 Vice Presidents. 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 is more than one Vice President, the Vice President designated Executive
Vice President by the Board of Directors and thereafter, or in the absence of
such designation, the Vice Presidents in the order otherwise designated by the
Board of
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Directors, or in the absence of such other designation, in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the authority of and be subject to all the restrictions upon the
President. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-laws or where otherwise required by law, the Vice President (or each of
them if there are more than one) may execute for the Corporation any contracts,
deeds, mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, and he may accomplish such execution either under or
without the seal of the Corporation and either alone or with the Secretary, any
Assistant Secretary, or any other officer thereunto authorized by the Board of
Directors or these By-laws. The Vice Presidents shall perform such other duties
as from time to time may be prescribed by the President or the Board of
Directors.
Section 5.8 Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Corporation, and shall (a) have charge and custody of,
and be responsible for, all funds and securities of the Corporation; (b) keep or
cause to be kept correct and complete books and records of account including a
record of all receipts and disbursements; (c) deposit all funds and securities
of the Corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with these By-laws; (d) from time to time prepare or
cause to be prepared and render financial statements of the Corporation at the
request of the President or the Board of Directors; and (e), in general, perform
all duties incident to the office of Treasurer and such other duties as from
time to time may be prescribed by the President or the Board of Directors. If
required by the Board
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of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
Section 5.9 Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation, if
adopted, and see that the seal of the Corporation, if adopted, is affixed to all
certificates representing shares prior to the issue thereof and to all documents
the execution of which on behalf of the Corporation under its seal is necessary
or appropriate; (d) keep or cause to be kept a register of the name and address
of each shareholder, which shall be furnished to the Corporation by each such
shareholder, and the number and class of shares held by each shareholder; (e)
have general charge of the share transfer books; (f) have the authority to
certify these By-laws, resolutions of the shareholders and Board of Directors
and committees thereof, and other documents of the Corporation as true and
correct copies thereof; and (g), in general, perform all duties incident to the
office of Secretary and such other duties as from time to time may be prescribed
by the President or the Board of Directors.
Section 5.10 Assistant Treasurers and Assistant Secretaries. In the
absence of the Treasurer or Secretary or in the event of the inability or
refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the
Assistant Secretary (or in the event there is more than one of either, in the
order designated by the Board of Directors or in the absence of such
designation, in the order of their election) shall perform the duties of the
Treasurer or Secretary, respectively, and when so acting, shall have all the
authority of and be subject to all the restrictions upon such office. The
Assistant Treasurers and Assistant Secretaries shall also perform such duties as
from time to time may be
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prescribed by the Treasurer or the Secretary, respectively, or by the President
or the Board of Directors. If required by the Board of Directors, an Assistant
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Section 5.11 Salaries. The salaries and additional compensation, if any,
of the officers shall be determined from time to time by the Board of Directors;
provided, that if such officers are also directors such determination shall be
made by a majority of the directors then in office.
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ARTICLE VI
CERTIFICATES AND THEIR TRANSFER
Section 6.1 Certificates Representing Shares. The issued shares of the
Corporation shall be represented by certificates, and no class or series of
shares of the Corporation shall be uncertificated shares. Certificates
representing shares shall be in such form as determined by the Board of
Directors and shall be signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
and sealed with the seal, or a facsimile of the seal, of the Corporation, if
adopted. If a certificate is countersigned by a transfer agent or registrar,
other than the Corporation itself or its employee, any other signatures or
countersignatures on the certificate may be facsimiles. All certificates shall
be numbered consecutively. No certificate shall be issued until each share
represented thereby is fully paid. The name and address of the person to whom
the shares represented by each certificate are issued, with the number of shares
and date of issue, shall be entered on the stock transfer books of the
Corporation.
Each certificate shall state:
(a) that the Corporation is organized under the laws of Illinois;
(b) the name of the person to whom it is issued;
(c) the number and class of shares and the designation of the
series, if any, which it represents; and
(d) the par value of each share which it represents or that such
shares are without par value, if applicable.
In addition, if the Corporation is authorized to issue shares of more than
one class, each certificate shall set forth upon the face or back thereof a full
summary or statement of all the
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designations, preferences, qualifications, limitations, restrictions and special
or relative rights of the shares of each class authorized to be issued, and if
the Corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series. Such statement may be omitted from the
certificate if it shall be set forth upon the face or back of the certificate
that such statement, in full, will be furnished by the Corporation to any
shareholder upon request and without charge.
Section 6.2 Transfer of Shares. The shares of the Corporation shall be
transferable. The Corporation shall have a duty to register any such transfer
provided there is presented to the Corporation or its transfer agents (a) the
certificate representing shares endorsed by the appropriate person or persons;
and (b) reasonable assurance that such endorsement is genuine and effective;
and, provided that the Corporation has no duty to inquire into adverse claims or
has discharged any such duty; any applicable law relating to the collection of
taxes has been complied with; and the transfer is in fact rightful or is to a
bona fide purchaser. Upon registration of such transfer upon the share transfer
books of the Corporation the certificates representing the shares transferred
shall be canceled and the new record holder, upon request, shall be entitled to
a new certificate or certificates. The terms and conditions described in the
foregoing provisions of this Section 6.2 shall be construed in accordance with
the provisions of the Illinois Uniform Commercial Code. No new certificate shall
be issued until the former certificate or certificates for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed, wrongfully taken or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as
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the Board of Directors or the President may prescribe consistent with the
Illinois Uniform Commercial Code and other applicable law.
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ARTICLE VII
DISTRIBUTIONS
Section 7.1 Distributions. The Board of Directors may authorize, and the
Corporation may make, distributions to its shareholders, subject to any
restrictions in the Articles of Incorporation and the restrictions imposed by
law.
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ARTICLE VIII
FISCAL YEAR
Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be fixed
by the Board of Directors.
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ARTICLE IX
SEAL
Section 9.1 Seal. If adopted by the Board of Directors, the corporate seal
shall have inscribed thereon the name of the Corporation and the words
"Corporate Seal" and "Illinois," and may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
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ARTICLE X
WAIVER OF NOTICE
Section 10.1 Waiver of Notice. Whenever any notice is required to be given
under these By-laws, the Articles of Incorporation or the Illinois Business
Corporation Act of 1983, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1 Contracts. The Board of Directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and the President may so authorize any
officer or agent with respect to contracts or instruments in the usual and
regular course of its business. Such authority may be general or confined to
specific instances.
Section 11.2 Loans. No loan shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
Section 11.3 Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, or notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or agent as shall from
time to time be authorized by the Board of Directors.
Section 11.4 Deposits. The Board of Directors may select banks, trust
companies or other depositaries for the funds of the Corporation.
Section 11.5 Shares of Other Corporations. Shares of any other corporation
which may from time to time be held by the Corporation may be represented and
voted by the President, or by any proxy appointed in writing by the President,
or by any other person or persons thereunto authorized by the Board of
Directors, at any meeting of shareholders of such corporation or by executing
written consents with respect to such shares where shareholder action may be
taken by written consent. Shares represented by certificates standing in the
name of the Corporation may be endorsed for sale or transfer in the name of the
Corporation by the President or by any other officer thereunto
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authorized by the Board of Directors. Shares belonging to the Corporation need
not stand in the name of the Corporation, but may be held for the benefit of the
Corporation in the name of any nominee designated for such purpose by the Board
of Directors.
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ARTICLE XII
AMENDMENT
Section 12.1 Procedure. Unless otherwise provided in the Articles of
Incorporation, these By-laws may be altered, amended or repealed and new by-laws
may be adopted by the Board of Directors or the shareholders.
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