EXHIBIT 3.22
BY-LAWS
OF
VIC TANNY INTERNATIONAL OF
MISSOURI, INC.
ARTICLE ONE
Offices
The principal office of the Corporation in the State of Missouri, shall
be located in the County of St. Louis, Missouri. The Corporation may have such
other offices, either within or without the State of Missouri, as the business
of the Corporation may require from time to time
The registered office of the Corporation required by the General and
Business Corporation Act of Missouri, to be maintained in the State of Missouri,
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE TWO
"SECTION 1. Annual Meeting: The annual meeting of the shareholders
shall be held during the third week of January at a time and date to be
determined 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
SECTION 2. Special Meetings: Special meetings of the shareholders may
be called by the President, by the Board of Directors, or by the holders of not
less than one-fifth of all the outstanding shares other Corporation.
SECTION 3. Place of Meeting: The Board of Directors may designate any
place, either within or without the State of Missouri as the place of meeting of
any annual meeting of the shareholders or for any special meeting of the
shareholders called by the Board of Directors. All shareholders may designate
any place, either within or without the State of Missouri, as the place for the
holding of such meeting, and may include the same in a waiver of notice of any
meeting.
If no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the registered office of the corporation in the State
of Missouri, except as otherwise provided in Section 5. of this article.
SECTION 4. Notice of Meetings: Written or printed notice stating the
place, day and hour of the meeting and, in case of special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than thirty days before the date of the meeting, whether personally
or by mail, by or at the direction of the President, or the Secretary, or
officer or persons entitled to vote at such 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 in a sealed envelope
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid. Notice of any meeting of the
shareholders may be waived in writing, signed by all of the shareholders of
record.
SECTION 5. Meeting of all Shareholders: If all of the shareholders
shall meet at any time and place, either within or without the State of
Missouri, and consent to the holding of a meeting, such meeting shall be valid,
without call or notice, and at such meeting any corporate action may be taken.
SECTION 6. Closing of Transfer Books or Fixing of Record Date: The
Board of Directors of the corporation may close its stock transfer books for a
period not exceeding thirty (30) days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend or for the allotment
of rights, or the date when any exchange or reclassification of shares shall be
effective; or, in lieu thereof, may fix in advance a date, not exceeding thirty
(30) days preceding the date of any meeting of shareholders, or to the date for
the payment of any dividend or for the allotment of rights, or to the date when
any exchange or reclassification of shares shall be effective, as the record
date for the determination of shareholders entitled to notice of, or to vote at,
such meeting, or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights in respect of
any exchange or reclassification of shares; and the shareholders of record on
such date of closing the transfer books, or on the record date so fixed, shall
be the shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If the Board of Directors shall not have closed the transfer
books or set a record date for the determination of its stockholders entitled to
vote as hereinabove provided, no person shall be admitted to vote directly or by
proxy except those in whose names the shares of the corporation shall have stood
on the transfer books on a date thirty (30) days previous to the date of the
meeting.
SECTION 7. Voting Lists: At least ten (10) days before each meeting of
shareholders, the officer or agent having charge of the transfer book for
shares of the corporation shall make 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 shareholder which list, for a
period of ten (10) days prior to such meeting, shall be kept on file in the
registered office of the corporation and shall be subject to inspection by any
shareholder 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 ledger or transfer book, or a duplicate thereof kept
in this state, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders.
SECTION 8. Quorum: A majority of the outstanding shares of the
corporation represented in person or by proxy, shall constitute a quorum at any
meeting of the shareholders, provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting. At any such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 9. Proxies: At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
SECTION 10. Voting of Shares: Subject to the provisions of Section 12,
each outstanding share of stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 11. Voting of Shares By Certain Holders: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him Without a transfer of
such shares into his name.
Shares standing 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 re-
ceiver without the transfer thereof into his name if authority so to do be
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 12. Cumulative Voting: In all elections for Directors, every
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him, for as many persons as there are Directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of Directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.
SECTION 13. Informal Action By Shareholders: Any action required to be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter
thereof.
SECTION 14. When there shall be ten (10) or a less number of
shareholders residing in the State of Missouri, the Secretary of any
shareholders' meeting may act as Inspector to receive and canvass the votes
taken at such meeting at any election or upon any proposition or resolution, and
may act as such Inspector without being sworn.
SECTION 15. Any irregularity or informality in any notice or in the
publication thereof, shall not affect the validity of any meeting of
shareholders or any proceedings had at such meeting.
ARTICLE THREE
Directors
SECTION 1. General Powers: The business and affairs of the corporation
shall be managed by its Board of Directors. Directors need not be shareholders.
SECTION 2. Tenure and Qualifications: Each Director shall hold office
for the term for which he is elected or until his successor shall have been
elected and qualified.
SECTION 3. Regular Meetings: A regular meeting of the Board of
Directors shall be held without other notice than this By-Law, 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 the State of Missouri, for the holding of additional regular meetings
without other notice than such resolution.
SECTION 4. Special Meetings: Special meetings of the Board of Directors
may be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Missouri, as the place
for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice: Notice of any special meeting shall be given at
least two (2) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
in a sealed envelope so addressed, with postage thereon prepaid. If notice is
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any Director may waive notice of any
meeting. The 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 regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting. Any Director may waive notice of any meeting, either before or after
the meeting.
SECTION 6. Quorum: A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Hoard
of Directors, provided that if less than a majority of the Directors are
present at said meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting: The act of the majority of the Directors
present at a meeting of the Directors at which a quorum is present shall be the
act of the Board of Directors.
SECTION 8. Vacancies: In case of the death or resignation or
disqualification of one or more of the Directors, a majority of the survivors or
remaining Directors may fill such vacancy or vacancies until the successor or
successors are elected at a meeting of the shareholders. A Director elected to
fill a vacancy shall serve as such until the next annual meeting of the
shareholders.
SECTION 9. Compensation: Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board of Directors; provided, that
nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 10. Business transacted at any meetings of the Board of
Directors at which all members shall be present, shall be legal, although no
notice of said meeting shall be given.
SECTION 11. The Board of Directors may appoint from their number an
Executive Committee, constituted of two members, for the transaction of such
business of the Corporation as may require their attention between the meetings
of the Board of Directors of this Corporation. Such committee shall have
authority to exercise all the powers of the Board, excepting power to amend the
By-Laws, while the Board is not in session, and shall have the power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.
SECTION 12. The Board of Directors, and in its discretion, the
President, shall fix the salary of all Officers and employees of the
Corporation.
SECTION 13. The Directors may hold their meetings and have one or more
offices and keep the books of the Corporation, so far as permitted by law,
within or without the State of Missouri, at such place or places as they may
from time to time determine.
SECTION 14. In addition to the power and authorities by these By-Laws
expressly conferred upon it, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by Statute or by
the Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.
SECTION 15 When not otherwise prohibited by law, and not inconsistent
with the Articles of Incorporation and these By-Laws, the Board of Directors in
their sole discretion may determine the manner of giving notice to shareholders
of all meetings of shareholders, and the time when the stock records may be
closed before any meeting of shareholders, the form and validity of any proxy of
shareholders, and who are entitled to vote at such meetings.
SECTION 16. The Corporation shall indemnify every Director or Officers,
his heirs, executors and administrators, against expenses reasonably incurred by
him in connection with any action, suit or proceeding to which he may be made a
party by reason of his being or having be in a Director or Officer of the
Corporation, or at its request of any other Corporation of which it is a
stockholder or creditor and from which he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceedings to be liable for negligence or misconduct; in the
event of a settlement, indemnification shall be provided only in connection with
such matters covered by the settlement as to which the Corporation is advised
by counsel that the person to be indemnified did not commit such a breach of
duty. The foregoing right of indemnification shall not be exclusive of other
rights to which he may be entitled.
ARTICLE FOUR
Officers
SECTION 1. Number: The officers of the corporation shall be a
President, one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Treasurer, a Secretary and such other Officers as may
be elected in accordance with the provisions of this article. The President
shall be chosen from the members of the Board of Directors. The remaining
officers of the corporation need not be chosen from the members of the Board,
but they may be so chosen. The Board of Directors, by resolution, may create the
offices of one or more assistant treasurers and assistant secretaries, all of
whom shall be elected by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Vice-President.
All officers and agents of the Corporation, as between themselves and
the corporation, shall have such authority and perform such duties in the
management of the property and affairs of the corporation as may be provided in
the By-Laws, or in the absence of such provisions, as may be determined by
resolution of the Board of Directors.
SECTION 2. Election and Term of Office: The officers of the corporation
shall be elected by a majority vote annually by the Board of Directors at the
first meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal: Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
SECTION 4. Vacancies: A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. President: The President shall be the principal executive
officer of the corporation and shall, in general, supervise and control
all of the business and affairs of the corporation. He shall preside at all
meetings of the shareholders and of the board of directors. He may sign, with
the Secretary or Treasurer or any other proper officer thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
may have authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and, in general, shall
perform all duties incident to the office of President, and such other duties as
may be prescribed by the Board of Directors, from time to time.
SECTION 6.: The Vice-President: 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-Presidents, the Vice-Presidents, 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. Any Vice President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the corporation, and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
SECTION 7. The Treasurer: If required by the Board 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. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article
Five of these By-Laws:(b) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors
SECTION 8. The Secretary: The Secretary shall: (a) attend and keep the
minutes of the shareholders' and of the Board of Directors' meetings 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 and see
that the seal of the corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance with the
provisions of these By-Laws; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President, or a Vide-President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock
transfer books of the corporation; (g) and, in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
SECTION 9. Assistant Treasurers and Assistant Secretaries: The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. Assistant Secretaries and
Treasurers, as thereunto authorized by the Board of Directors, may sign with the
President, or a Vice President, certificates for shares of the corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors.
SECTION 10. Salaries: The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
ARTICLE FIVE
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts: The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or 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 2. Loans: No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc.: All checks drafts or other orders for
the payment of money, notes or other evidence of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SECTION 4.. Deposits: All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
ARTICLE SIX
Certificates for Shares and Their Transfer
SECTION 1. Certificates for Shares: Certificates representing shares of
the corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President or
Vice-President, and by the Secretary, Treasurer or an Assistant Secretary or
Treasurer, and shall be sealed with the seal of the corporation. All
certificates for shares shall be consecutively numbered. The name of the person
owning the shares represented thereby with the number of shares and date of
issue shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
The Board of Directors may also make such additional rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.
SECTION 2. Transfer of Shares: Transfers of shares of the corporation
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares, The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.
SECTION 3. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock, as the holder in fact thereof, and
accordingly 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, save as expressly provided by
the laws of Missouri.
SECTION 4.: Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall, if the
Directors so require, give the Corporation a bond of indemnity, in form and with
one or more sureties satisfactory to the Board, in at least double the market
value of the stock represented by said certificate, whereupon a new certificate
may be issued of the same tenor and for the said number of shares as the one
alleged to be lost or destroyed.
ARTICLE SEVEN
Fiscal Year
The Board of Directors may fix and change from time to time, the fiscal
year of the Corporation and until changed by the Board of Directors, the fiscal
year will end on July 31 of each year.
ARTICLE EIGHT
Dividends
The Board of Directors may from time to time, declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE NINE
Seal
The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
corporation and the words, Corporate Seal, Missouri".
ARTICLE TEN
Notice and Waiver of Notice
Whenever any notice whatever is required to be given under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of The General and Business Corporation
Act of Missouri, 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.
Wherever under these By-Laws, provision is made for the giving of
notice to any Director, officer or shareholder by mail, such notice shall be
deemed to have been given at the time of the mailing of such notice. Where
notice by telegraph is authorized, such notice shall be deemed to have been
given at the time the same shall be filed with the Telegraph Company for
transmission. Any shareholder, director or officer may waive any notice required
to be given under these By-Laws.
ARTICLE ELEVEN
Amendments
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any annual meeting of the shareholders or at any special meeting
of the shareholders called for that purpose or at any meeting of the Board of
Directors provided, however, that the Board of Directors shall take no such
action contrary to the provisions of any resolution of the shareholders
directing the Board not to so do.
ARTICLE TWELVE
Stock Restrictive Agreements
Transfer of shares of stock of this Corporation shall be subject to the
provisions of any Restrictive Stock Agreement that maybe entered into by and
among the Corporation and/or its shareholders.