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EXHIBIT 3.26
BYLAWS OF
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide. The Board of Directors may specify by
resolution prior to any special meeting of shareholders held within the period
prescribed by law for the annual meeting that such meeting shall be in lieu of
the annual meeting.
Section 2. Special Meeting. Special meetings of the shareholders may be
called at any time by the Board of Directors. A special meeting of the
shareholders shall be called if the holders of at least twenty-five percent
(25%) of all of the votes entitled to be cast on any issue to be considered at
the proposed special meeting sign, date and deliver to the Corporation's
secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. Such meetings shall be held at such place,
either within or without the State of Georgia, as is stated in the call and
notice thereof.
Section 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the date, time and place of the meeting, and the purpose
of any special meeting, shall be mailed
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to each shareholder entitled to vote at such meeting at his address shown on the
books of the Corporation not less than ten (10) nor more than sixty (60) days
prior to such meeting unless such shareholder waives notice of the meeting. If
an amendment to the Articles of Incorporation, a plan of merger or share
exchange, or a sale of assets of the Corporation is to be considered at any
annual or special meeting, the written notice shall state that consideration of
such action is one of the purposes of such meeting. Any shareholder may execute
a waiver of notice, in person or by proxy, either before or after any meeting,
and shall be deemed to have waived notice if he is present at such meeting in
person or by proxy. Neither the business transacted at, nor the purpose of, any
meeting need be stated in the waiver of notice of such meeting, except that,
with respect to a waiver of notice of a meeting at which an amendment to the
Articles of Incorporation, a plan of merger or share exchange, or a sale of
assets is considered, information as required by the Georgia Business
Corporation Code must be delivered to the shareholder prior to his execution of
the waiver of notice or the waiver itself must expressly waive the right to such
information.
Notice of any meeting may be given by the President, the Secretary or by
the person or persons calling such meeting. No notice need be given of the time
and place of reconvening of any adjourned meeting, if the time and place to
which the meeting is adjourned are announced at the adjourned meeting, except
that, if a new record date for the adjourned meeting is or must be fixed
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under the applicable provisions of the Georgia Business Corporation Code, notice
of the adjourned meeting must be given to persons who are shareholders as of the
new record date.
Section 4. List of Shareholders. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make a complete
list of the shareholders entitled to vote at a meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number and class and series, if any, of shares held by each. Such list shall 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 for
the purposes thereof.
Section 5. Quorum; Required Shareholder Vote. A quorum for the
transaction of business at any annual or special meeting of shareholders shall
exist when the holders of a majority of the outstanding shares entitled to vote
are represented either in person or by proxy at such meeting. If a quorum is
present, action on a matter is approved if the votes cast favoring the action
exceed the votes cast opposing the action. When a quorum is once present to
organize a meeting, the shareholders present may continue to do business at the
meeting or at any adjournment thereof notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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Section 6. Proxies. A shareholder may vote either in person or by a proxy
which such shareholder has duly executed in writing. No proxy shall be valid
after eleven (11) months from the date of its execution unless a longer period
is expressly provided in the proxy.
Section 7. Action of Shareholders Without Meeting. Any action required
to be, or which may be, taken at a meeting of the shareholders, may be taken
without a meeting if written consent, setting forth the actions so taken, shall
be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof, except that information as required by the Georgia
Business Corporation Code must be delivered to the shareholders prior to their
execution of the consent or the consent must expressly waive the right to such
information. Such consent shall have the same force and effect as a unanimous
affirmative vote of the shareholders and shall be filed with the minutes of the
proceedings of the shareholders.
ARTICLE II
DIRECTORS
Section 1. Power of Directors. The Board of Directors shall manage the
business of the Corporation and may exercise all the powers of the Corporation,
subject to any restrictions imposed by law, by the Articles of Incorporation, or
by these Bylaws.
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Section 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of the number of directors provided in the Articles of
Incorporation for the initial Board of Directors, and such number shall be
subject to change by the shareholders. Directors need not be residents of the
State of Georgia or shareholders of the Corporation. At each annual meeting the
shareholders shall elect the directors, who shall serve until their successors
are elected and qualified; provided that at any shareholders' meeting with
respect to which notice of such purpose has been given, the entire Board of
Directors or any individual director may be removed, with or without cause, by
the affirmative vote of the holders of a majority of the shares entitled to vote
at an election of directors.
Section 3. Meetings of the Board; Notice of Meetings: Waiver of Notice.
The annual meeting of the Board of Directors for the purpose of electing
officers and transacting such other business as may be brought before the
meeting shall be held each year immediately following the annual meeting of
shareholders. The Board of Directors may by resolution provide for the time and
place of other regular meetings and no notice of such regular meetings need be
given. Special meetings of the Board of Directors may be called by the President
or by any two directors, and written notice of the time and place of such
meetings shall be given to each director by first class or air mail at least
four (4) days before the meeting or by telephone, telegraph, telex,
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facsimile, cablegram or in person at least two (2) days before the meeting. Any
director may execute a waiver of notice, either before or after any meeting, and
shall be deemed to have waived notice if he is present at such meeting. Neither
the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be stated in the notice or waiver of notice of such meeting.
Any meeting may be held at any place within or without the State of Georgia.
Section 4. Quorum; Vote Requirement. A majority of the number of
directors last fixed pursuant to these Bylaws shall constitute a quorum for the
transaction of business at any meeting. When a quorum is present, the vote of a
majority of the directors present shall be the act of the Board of Directors,
unless a greater vote is required by law, by the Articles of Incorporation or by
these Bylaws.
Section 5. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting forth the
action so taken, is signed by all the directors or committee members and filed
with the minutes of the proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous affirmative vote of
the Board of Directors or committee, as the case may be.
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Section 6. Committees. The Board of Directors may designate from among its
members an Executive Committee, and such other committees as it deems necessary
or desirable, each composed of one (1) or more directors, which may exercise
such authority as is delegated by the Board of Directors, provided that no
committee shall have the authority of the Board of Directors in reference to (1)
approve or propose to shareholders action that the Georgia Business Corporation
Code requires to be approved by shareholders; (2) fill vacancies on the Board of
Directors or any of its committees; (3) amend the Articles of Incorporation
pursuant to Section 14-2-1002 of the Georgia Business Corporation Code; (4)
adopt, amend or repeal bylaws; or (5) approve a plan of merger not requiring
shareholder approval.
Section 7. Vacancies. A vacancy occurring in the Board of Directors may be
filled by the shareholders, or by the Board of Directors, or, if the directors
remaining in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the directors remaining in office.
ARTICLE III
OFFICERS
Section 1. Executive Structure of the Corporation. The officers of the
Corporation shall be elected by the Board of Directors and shall consist of a
President, a Secretary, a Treasurer and such other officers or assistant
officers, including Vice Presidents, as may be elected by the Board of
Directors. Each officer shall hold office for the term for which such officer
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has been elected or appointed and until such officer's successor has been
elected or appointed and has qualified, or until such officer's earlier
resignation, removal from office or death. Any two or more offices may be held
by the same person. The Board of Directors may designate a Vice President as an
Executive Vice President and may designate the order in which other Vice
Presidents may act.
Section 2. President. The President shall be the Chief Executive Officer
of the Corporation and shall give general supervision and direction to the
affairs of the Corporation, subject to the direction of the Board of Directors.
The President shall preside at all meetings of the shareholders.
Section 3. Vice Presidents. The Vice Presidents shall act in the case
of absence or disability of the President, provided, however, that no Vice
President may so act without the consent and approval of the Executive Vice
President.
Section 4. Secretary. The Secretary shall keep the minutes of the
proceedings of the shareholders and of the Board of Directors, and shall have
custody of and attest the seal of the Corporation.
Section 5. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation.
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Section 6. Other Duties and Authority. Each officer, employee and
agent of the Corporation shall have such other duties and authority as may be
conferred upon such officer, employee or agent by the Board of Directors or
delegated to such officer, employee or agent by the President.
Section 7. Removal of Officers. Any officer may be removed at any time
by the Board of Directors, and such vacancy may be filled by the Board of
Directors. This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have no effect upon
any cause of action which any officer may have as a result of such officer's
removal in breach of a contract of employment.
Section 8. Compensation. The salaries of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.
ARTICLE IV
STOCK
Section 1. Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates in such form as may be approved by the
Board of Directors, which certificates shall be issued to the shareholders of
the Corporation in numerical order from the stock book of the Corporation, and
each of which shall bear the name of the Corporation and state that it is
organized under the laws of the State of Georgia, the name of the shareholder,
the number and class (and the designation of the
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series, if any) of the shares represented, and which shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation.
Section 2. Transfer of Stock. Shares of stock of the Corporation shall
be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or such shareholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "Cancelled" and filed with the permanent stock
records of the Corporation. The Board of Directors may make such additional
rules concerning the issuance, transfer and registration of stock and
requirements regarding the establishment of lost, destroyed or wrongfully taken
stock certificates (including any requirement of an indemnity bond prior to
issuance of any replacement certificate) as it deems appropriate.
ARTICLE V
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors
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may from time to time designate and shall be drawn out on checks, drafts or
other orders signed on behalf of the Corporation by such person or persons as
the Board of Directors may from time to time designate.
Section 2. Contracts and Deeds. All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the President or by
such other officer, officers, agent or agents as the Board of Directors may from
time to time by resolution provide.
Section 3. Seal. The seal of the Corporation shall be as follows:
The seal and its attestation may be lithographed or otherwise printed on
any document and shall have, to the extent permitted by law, the same force and
effect as if it had been affixed and attested manually.
ARTICLE VI
INDEMNITY
Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Corporation), by reason of the fact that such person is or was a
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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 of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the Corporation against expenses (including reasonable
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in a manner such person believed in good faith
to be in or not opposed to the best interests of the Corporation (and with
respect to any criminal action or proceeding, if such person had no reasonable
cause to believe such person's conduct was unlawful), to the maximum extent
permitted by, and in the manner provided by, the Georgia Business Corporation
Code.
ARTICLE VII
AMENDMENT OF BYLAWS
The Board of Directors shall have the power to alter, amend or repeal the
Bylaws or adopt new bylaws, but any bylaws adopted by the Board of Directors may
be altered, amended or repealed and new bylaws adopted by the shareholders. The
shareholders may prescribe that any bylaw or bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors.
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