EXHIBIT 3.50
GREATER PHILLY NO. 2 HOLDING COMPANY
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The registered office shall be located in the City of
Philadelphia, Commonwealth of Pennsylvania.
Section 2. The corporation may also have offices at such other places
both within and without the Commonwealth of Pennsylvania as the board of
directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at such place
within or without the Commonwealth, as may be from time to time fixed or
determined by the board of directors.
One or more shareholders may participate in a meeting of the
shareholders by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting may hear each other.
"Section 2. An annual meeting of the shareholders, commencing with the
year 1994, shall be held during the third week in January at a time and place as
determined by the board of directors, and, if a legal holiday, then on the next
secular day following, when they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting."
Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at any time by the president, or a majority of the
board of directors, or the holders of not less than one-fifth of all the shares
issued and outstanding and entitled to vote at the particular meeting, upon
written request delivered to the secretary of the corporation. Such request
shall state the purpose or purposes of the proposed meeting. Upon receipt of any
such request, it shall be the duty of the secretary to call a special meeting of
the shareholders to be held at such time, not more than sixty days thereafter,
as the secretary may fix. If the secretary shall neglect to issue such call, the
person or persons making the request may issue the call.
Section 4. Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be
served upon or mailed, postage prepaid, at least five days prior to the meeting,
unless a greater period of notice is required by statute, to each shareholder
entitled to vote thereat.
Section 5. The officer having charge of the transfer books for shares
of the corporation shall prepare and make at least five days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which list shall be kept on file at 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.
Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the issued and outstanding
shares entitled to vote, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. If, however, any meeting of
shareholders cannot be, organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise provided by statute, to adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors such meeting may be adjourned only from day to day or
for such longer periods not exceeding fifteen days each as the holders of a
majority of the shares present in person or by proxy shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
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.
Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, 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
statutes or of the articles of incorporation or of these by-laws, a different
vote is required in which case such express provision shall govern and control
the decision of such question.
Section 9. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after
three years from its date, unless coupled with an interest, and, except where
the transfer books of the corporation have been closed or a date has been fixed
as a record date for the determination of its shareholders entitled to vote,
transferees of shares which are transferred on the books of the corporation
within ten days next preceding the date of such meeting shall not be entitled to
vote at such meeting.
Section 10. In advance of any meeting of shareholders, the board of
directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. No person
who is a candidate for office shall act as a judge. The judges of election shall
do all such acts as may be proper to conduct the election or vote with fairness
to all shareholders, and shall make a written report of any matter determined by
them and execute a certificate of any fact found by them, if requested by the
chairman of the meeting or any shareholder or his proxy. If there be three
judges of election the decision, act or certificates of a majority,
shall be effected in all respects as the decision, act or certificate of all.
Section 11. Any action which may 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 who would
be entitled to vote at a meeting for such purpose and shall be filed with the
secretary of the corporation.
ARTICLE III
BE IT FURTHER RESOLVED, that Article III of the Company's
By-laws are amended so that the Board of Directors of the Company shall
consist of five (5) members, each of whom shall serve until his
successor is duly elected and qualified.
The directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 2 of this article, and each
director shall hold office until his successor is elected and qualified.
Directors need not be shareholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be filled by a
majority of the remaining number of the board, though less than a quorum and
each person so elected shall be a director until his successor is elected by
the shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose and held
prior thereto.
Section 3. The business of the corporation shall be managed by 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 articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania.
One or more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present. In the
event of the failure of the shareholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders, the meeting may be
held at such
time and place as shall be specified in a notice given as hereinafter provided
for such meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. 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 resolution of at least a majority of the board at a duly convened
meeting, or by unanimous written consent.
Section 7. Special meetings of the board may be called by the president
on five (5) days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.
Section 8. At all meetings of the board a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until quorum shall be present.
Section 9. If all the directors shall severally or collectively consent
in writing to any action to be taken by the corporation, such action shall be as
valid a corporation action as though it had been authorized at a meeting of the
board of directors.
COMMITTEES
Section 10. The board of directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board 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 such resolution or in these by-laws,
shall have and exercise the authority of the board of directors in the
management of the business and affairs of the corporation. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of any such absent or disqualified member.
The committees shall keep regular minutes of the proceedings and report the same
to the board when required.
COMPENSATION OF DIRECTORS
Section 11. Directors, as such shall not receive any stated salary for
their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, 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 chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The president and secretary shall be natural persons of full age; the
treasurer may be a corporation but, if a natural person, shall be of full age.
The board of directors may also choose additional vice-presidents and one or
more assistant secretaries and assistant treasurers. Any number of the aforesaid
offices may be held by the same person.
Section 2. The board of directors, immediately after each annual
meeting of shareholders, shall elect a president, who may, but need not be a
director, and the board shall also annually choose a vice-president, a secretary
and a treasurer who need not be members of the board.
Section 3. The board of directors may appoint such officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.
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 occurring in any office of the corporation shall be
filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders 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 executive committee
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders 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 keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an assistant secretary.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books 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.
Section 12. He 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 president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be. If more
than one class of shares is authorized, the certificate shall state that the
corporation will furnish to any shareholder, upon request and without charge a
full or summary statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized to be issued, and the
variations thereof between the shares of each series, and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.
Section 2. Every share certificate shall be signed by the president or
vice-president and the secretary or an assistant secretary or the treasurer or
an assistant treasurer and shall be sealed with the corporate seal which may be
facsimile, engraved or printed.
Section 3. Where a certificate is signed by a transfer agent or an
assistant transfer agent or a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
Section 4. The board of directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and 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 or certificates alleged to have been
lost, destroyed or wrongfully taken.
TRANSFERS OF SHARES
Section 5. 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, assignment 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.
CLOSING OF TRANSFER BOOKS
Section 6. The board of directors may fix a time, not more than fifty
days, prior to the date of any meeting of shareholders or the date fixed for the
payment of any dividend or distribution or the date for the allotment of rights
or the date when any change or conversion or exchange of shares will be made or
go into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive
payment of any such dividend or distribution or to receive any such allotment of
rights or to exercise the rights in respect to any such change, conversion or
exchange of shares. In such case only such shareholders as shall be shareholders
of record on the date so fixed shall be 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, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date so
fixed. The board of directors may close the books of the corporation against
transfers of shares during the whole or any part of such period and in such case
written or printed notice thereof shall be mailed at least ten days before the
closing thereof to each shareholder of record at the address appearing on the
records of the corporation or supplied by him to the corporation for the purpose
of notice.
REGISTERED SHAREHOLDERS
Section 7. The corporation shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge
that a fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the shares of the corporation, subject to the
provisions of the articles 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 its shares, subject to the provisions of
the articles of incorporation.
Section 2. 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.
FINANCIAL REPORT TO SHAREHOLDERS
Section 3. The directors shall cause to be sent to the shareholders,
within 120 days after the close of the fiscal year, a financial statement as of
the closing date of the preceding fiscal year. Such financial statement shall
include a balance sheet as of the close of such year, together with statements
of income and surplus for such year, prepared so as to present fairly the
corporation's financial condition and the results of its operations. Such
statement need not be verified by a certified public accountant.
We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.
We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Greater Philly No. 1 Holding Company in exchange for the sum of $800.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
Sandor Feher in exchange for the sum of $100.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
John Cipolla in exchange for the sum of $100.00.
We do hereby direct that the fiscal year end of the corporation shall
by July 31st.
We do hereby designate the ______________________________ Bank as a
depository for the funds of this Corporation, direct that the appropriate
resolutions be executed by the Secretary
of the Corporation and a copy of said resolutions be retained as part of the
corporate records.
We do hereby approve the form of certificate representing shares of the
corporation.
We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.
/s/ DONAHUE L. WILDMAN
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DONAHUE L. WILDMAN
/s/ JACK L. CLARK
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JACK L. CLARK
/s/ ROY ZURKOWSKI
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ROY ZURKOWSKI
/s/ H. ROBERT JOCHEM
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H. ROBERT JOCHEM
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JEROME B. KAHN
/s/ JOHN CIPOLLA
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JOHN CIPOLLA
/s/ SANDOR FEHER
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SANDOR FEHER
BEING ALL OF THE DIRECTORS OF SAID
CORPORATION.
DATED: FEBRUARY 13, 1983.
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We hereby authorize and direct that the name of the Corporation shall
appear on all letterheads, bills, checks and other documents issued by the
Corporation or its employees; that the name of the Corporation shall appear on
the door of the office in which it is housed; and the name of the Corporation
shall be placed in the appropriate telephone directories.
We do hereby approve and authorize this Corporation to issue a
certificate for eight hundred (800) shares of its $1.00 par value common stock
to Greater Philly No. 1 Holding Company in exchange for the sum of $800.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
Sandor Feher in exchange for the sum of $100.00.
We do hereby approve and authorize this Corporation to issue a
certificate for one hundred (100) shares of its $1.00 par value common stock to
John Cipolla in exchange for the sum of $100.00.
We do hereby direct that the fiscal year end of the corporation shall
be July 31st.
We do hereby designate the _______________________ Bank as a depository
for the funds of this Corporation, direct that the appropriate resolutions be
executed by the Secretary
of the Corporation and a copy of said resolutions be retained as part of the
corporate records.
We do hereby approve the form of certificate representing shares of the
corporation.
We authorize the Treasurer of the Corporation, as, if and when they
have paid into the corporate account the sum of their subscription, to issue a
Certificate of shares to them. We also authorize the Treasurer to pay all costs
of organization of the Corporation.
/s/ DONAHUE L. WILDMAN
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DONAHUE L. WILDMAN
/s/ JACK L. CLARK
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JACK L. CLARK
/s/ ROY ZURKOWSKI
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ROY ZURKOWSKI
/s/ H. ROBERT JOCHEM
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H. ROBERT JOCHEM
/s/ JEROME B. KAHN
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JEROME B. KAHN
/s/ JOHN CIPOLLA
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JOHN CIPOLLA
/s/ SANDOR FEHER
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SANDOR FEHER
BEING ALL OF THE DIRECTORS OF SAID
CORPORATION.
DATED: FEBRUARY 13, 1983.
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