Exhibit 3.84
BY-LAWS
OF
POWERFLEX CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1. Place of Stockholders' Meetings. All meetings of the
stockholders of the Corporation shall be held at such place or places, within
or outside the State of Delaware, as may be fixed by the Board of Directors
from time to time or as shall be specified in the respective notices thereof.
Section 2. Date, Hour and Purpose of Annual Meetings of Stockholders.
Annual Meetings of Stockholders, commencing with the year 2000, shall be held
on such day and at such time as the Directors may determine from time to time
by resolution, at which meeting the stockholders shall elect, by a plurality of
the votes cast at such election, a Board of Directors, and transact such other
business as may properly be brought before the meeting. If for any reason a
Board of Directors shall not be elected at the Annual Meeting of Stockholders,
or if it appears that such Annual Meeting is not held on such date as may be
fixed by the Directors in accordance with the provisions of the By-laws, then
in either such event the Directors shall cause the election to be held as soon
thereafter as convenient.
Section 3. Special Meetings of Stockholders. Special meetings of the
stockholders entitled to vote may be called by the Chairman of the Board, if
any, the Vice Chairman of the Board, if any, the President or any Vice
President, the Secretary or by the Board of Directors, and shall be called by
any of the foregoing at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the meeting.
Section 4. Notice of Meetings of Stockholders. Except as otherwise
expressly required or permitted by the laws of Delaware, not less than ten
days nor more than sixty days before the date of every stockholders' meeting
the Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed, shall be deemed to be given when deposited in
the United States mail, with postage thereon prepaid, addressed to the
stockholder at the post office address for notices to such stockholder as it
appears on the records of the Corporation.
An Affidavit of the Secretary or an Assistant Secretary or of a transfer
agent of the Corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.
Section 5. Quorum of Stockholders.
(a) Unless otherwise provided by the laws of Delaware, at any meeting
of the stockholders the presence in person or by proxy of stockholders
entitled to cast a majority of the votes thereat shall constitute a quorum.
(b) At any meeting of the stockholders at which a quorum shall be
present, a majority of those present in person or by proxy may adjourn the
meeting from time to time without notice other than announcement at the
meeting. In the absence of a quorum, the officer presiding thereat shall
have power to adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting other than announcement at the
meeting shall not be required to be given, except as provided in paragraph
(d) below and except where expressly required by law.
(c) At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called, but only those stockholders entitled to vote at the
meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof, unless a new record date is fixed by the Board of
Directors.
(d) If an adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.
Section 6. Chairman and Secretary of Meeting. The Chairman, or in his
absence, the Vice Chairman, or in his absence, the President, or in his absence,
any Vice President, shall preside at meetings of the stockholders. The Secretary
shall act as secretary of the meeting, or in his absence an Assistant Secretary
shall act, or if neither is present, then the presiding officer shall appoint a
person to act as secretary of the meeting.
Section 7. Voting by Stockholders. Except as may be otherwise provided by
the Certificate of Incorporation or by these By-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
stock standing in his name on the books of the Corporation on the record date
for the meeting. All elections and questions shall be decided by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote at the meeting, except as otherwise permitted or
required by the laws of Delaware, the Certificate of Incorporation or these
By-laws.
Section 8. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his attorney-in-fact. Every proxy
shall be in writing, subscribed by the stockholder or his duly authorized
attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.
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Section 9. List of Stockholders.
(a) At least ten days before every meeting of stockholders, the
Secretary shall prepare or cause to be prepared a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.
(b) During ordinary business hours, for a period of at least ten days
prior to the meeting, such list shall be open to examination by any
stockholder for any purpose germane to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.
(c) The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and it may be inspected
by any stockholder who is present.
(d) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by
this Section or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The property, business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation except such as are by the laws of Delaware or the
Certificate of Incorporation or these By-laws required to be exercised or done
by the stockholders.
Section 2. Number, Method of Election, Terms of Office of Directors. The
number of Directors which shall constitute the whole Board of Directors shall
be such as from time to time shall be determined by resolution of the Board of
Directors, but the number shall not be less than one provided that the tenure
of a Director shall not be affected by any decrease in the number of Directors
so made by the Board. Each Director shall hold office until his successor is
elected and qualified, provided however that a Director may resign at any time.
Section 3. Vacancies on Board of Directors.
(a) Any Director may resign his office at any time by delivering his
resignation in writing to the Chairman or the President or the Secretary.
It will take effect at the time specified therein, or if no time is
specified, it will be effective at the time of its receipt by the
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Corporation. The acceptance of a resignation shall not be necessary to make
it effective, unless expressly so provided in the resignation.
(b) Any vacancy or newly created Directorship resulting from any
increase in the authorized number of Directors may be filled by vote of a
majority of the Directors then in office, though less than a quorum, and
any Director so chosen shall hold office until the next annual election of
Directors by the stockholders and until his successor is duly elected and
qualified, or until his earlier resignation or removal.
Section 4. Meetings of the Board of Directors.
(a) The Board of Directors may hold their meetings, both regular and
special, either within or outside the State of Delaware.
(b) Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by
resolution of the Board of Directors.
(c) The first meeting of each newly elected Board of Directors except
the initial Board of Directors shall be held as soon as practicable after
the Annual Meeting of the stockholders for the election of officers and the
transaction of such other business as may come before it.
(d) Special meetings of the Board of Directors shall be held whenever
called by direction of the Chairman or the President or at the request of
Directors constituting one-third of the number of Directors then in office,
but not less than two Directors.
(e) The Secretary shall give notice to each Director of any meeting
of the Board of Directors by mailing the same at least two days before the
meeting or by telegraphing or delivering the same not later than the day
before the meeting. Such notice need not include a statement of the
business to be transacted at, or the purpose of, any such meeting. Any and
all business may be transacted at any meeting of the Board of Directors. No
notice of any adjourned meeting need be given. No notice to or waiver by
any Director shall be required with respect to any meeting at which the
Director is present.
Section 5. Quorum and Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business; but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present may adjourn the meeting from time to time. Unless otherwise
provided by the laws of Delaware, the Certificate of Incorporation or these
By-laws, the act of a majority of the Directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors.
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Section 6. Presiding Officer and Secretary of Meeting. The Chairman or, in
his absence, a member of the Board of Directors selected by the members present,
shall preside at meetings of the Board. The Secretary shall act as secretary of
the meeting, but in his absence the presiding officers shall appoint a secretary
of the meeting.
Section 7. Action by Consent Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the records of the Board or committee.
Section 8. Executive Committee. The Board of Directors may appoint from
among its members and from time to time may fill vacancies in an Executive
Committee to serve during the pleasure of the Board. The Executive Committee
shall consist of three members, or such greater number of members as the Board
of Directors may by resolution from time to time fix. One of such members shall
be the Chairman of the Board and another shall be the Vice Chairman of the
Board, who shall be the presiding officer of the Committee. During the intervals
between the meetings of the Board, the Executive Committee shall possess and may
exercise all of the powers of the Board in the management of the business and
affairs of the Corporation conferred by these By-laws or otherwise. The
Committee shall keep a record of all its proceedings and report the same to the
Board. A majority of the members of the Committee shall constitute a quorum. The
act of a majority of the members of the Committee present at any meeting at
which a quorum is present shall be the act of the Committee.
Section 9. Other Committees. The Board of Directors may also appoint from
among its members such other committees of two or more Directors as it may from
time to time deem desirable, and may delegate to such committees such powers of
the Board as it may consider appropriate.
Section 10. Compensation of Directors. Directors shall receive such
reasonable compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for attendance
at meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE III
OFFICERS
Section 1. Executive Officers of the Corporation. The executive officers
of the Corporation shall be chosen by the Board of Directors and shall be a
President, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and
Assistant Treasurers. The Board of Directors also may appoint a Chairman of the
Board and a Vice Chairman of the Board. Any two offices except those of Chairman
of the Board and Vice Chairman of the Board, President and Vice President, or
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President and Secretary may be filled by the same person. None of the officers
need be a member of the Board except the Chairman of the Board and the Vice
Chairman of the Board.
Section 2. Choosing of Executive Officers. The Board of Directors at its
first meeting after each Annual Meeting of Stockholders shall choose a
President, a Secretary and a Treasurer.
Section 3. Additional Officers. The Board of Directors may appoint such
other 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. Salaries. The salaries of all officers and agents of the
Corporation specially appointed by the Board shall be fixed by the Board of
Directors.
Section 5. Term, Removal and Vacancies. The officers of the Corporation
shall hold office until their respective 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 by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
Section 6. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders.
He shall be the Chief Executive Officer of the Company, unless the Board has
designated the President as the Chief Executive Officer. In the absence or
disability of the Chairman of the Board: (a) the Vice Chairman of the Board
shall preside at all meetings of the Board of Directors and of the stockholders,
and (b) the powers and duties of the Chairman of the Board shall be exercised
jointly by the Vice Chairman of the Board and the President until such authority
is altered by action of the Board of Directors. The Chairman of the Board shall
present to the Annual Meeting of Stockholders a report of the business of the
preceding fiscal year.
Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as are provided in these
By-laws or as may be delegated to him by the Chairman of the Board, and shall
perform such other duties as may from time to time be assigned to him by the
Board of Directors.
Section 8. President. The President shall have such powers and perform
such duties as are provided in these By-laws or as may be delegated to him by
the Board of Directors or the Chairman of the Board. If there is no Chairman of
the Board, the President shall be the Chief Executive Officer of the Corporation
and shall have all the duties and responsibilities previously enumerated for the
Chairman of the Board. In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders.
Section 9. Powers and Duties of the Chief Executive Officer. The Chief
Executive Officer shall have general charge and supervision of the business of
the Company and shall exercise
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and perform all the duties incident to the office of the Chief Executive
Officer. He shall have direct supervision of the other officers and shall also
exercise and perform such powers and duties as may be assigned to him by the
Board of Directors.
Section 10. Powers and Duties of Vice Presidents. Any Vice President
designated by the Board of Directors shall, in the absence, disability, or
inability to act of the President, perform all duties and exercise all the
powers of the President and shall perform such other duties as the Board may
from time to time prescribe. Each Vice President shall have such other powers
and shall perform such other duties as may be assigned to him by the Board.
Section 11. Powers and Duties of Treasurer and Assistant Treasurers.
(a) The Treasurer shall have the care and custody of all the funds and
securities of the Corporation except as may be otherwise ordered by the
Board of Directors, and shall cause such funds to be deposited to the
credit of the Corporation in such banks or depositories as may be
designated by the Board of Directors, the Chairman, the President or the
Treasurer, and shall cause such securities to be placed in safekeeping in
such manner as may be designated by the Board of Directors, the Chairman,
the President or the Treasurer.
(b) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors,
the Chairman, the President or the Treasurer, may endorse in the name and
on behalf of the Corporation all instruments for the payment of money,
bills of lading, warehouse receipts, insurance policies and other
commercial documents requiring such endorsement.
(c) The Treasurer, or an Assistant Treasurer, or such other person or
persons as may be designated for such purpose by the Board of Directors,
the Chairman, the President or the Treasurer, may sign all receipts and
vouchers for payments made to the Corporation; he shall render a statement
of the cash account of the Corporation to the Board of Directors as often
as it shall require the same; he shall enter regularly in books to be kept
by him for that purpose full and accurate accounts of all moneys received
and paid by him on account of the Corporation and of all securities
received and delivered by the Corporation.
(d) Each Assistant Treasurer shall perform such duties as may from
time to time be assigned to him by the Treasurer or by the Board of
Directors. In the event of the absence of the Treasurer or his incapacity
or inability to act, then any Assistant Treasurer may perform any of the
duties and may exercise any of the powers of the Treasurer.
Section 12. Powers and Duties of Secretary and Assistant Secretaries.
(a) The Secretary shall attend all meetings of the Board, all meetings
of the stockholders, and shall keep the minutes of all proceedings of the
stockholders and the Board of Directors in proper books provided for that
purpose. The Secretary shall attend to the
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giving and serving of all notices of the Corporation in accordance with the
provisions of the By-laws and as required by the laws of Delaware. The Secretary
may, with the President, a Vice President or other authorized officer, sign all
contracts and other documents in the name of the Corporation. He shall perform
such other duties as may be prescribed in these By-laws or assigned to him and
all other acts incident to the position of Secretary.
(b) Each Assistant Secretary shall perform such duties as may from time to
time be assigned to him by the Secretary or by the Board of Directors. In the
event of the absence of the Secretary or his incapacity or inability to act,
then any Assistant Secretary may perform any of the duties and may exercise any
of the powers of the Secretary.
(c) In no case shall the Secretary or any Assistant Secretary, without the
express authorization and direction of the Board of Directors, have any
responsibility for, or any duty or authority with respect to, the withholding or
payment of any federal, state or local taxes of the Corporation, or the
preparation or filing of any tax return.
ARTICLE IV
CAPITAL STOCK
Section 1. Stock Certificates.
(a) Every holder of stock in the Corporation shall be entitled to have a
certificate signed in the name of the Corporation by the Chairman or the
President or the Vice Chairman or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the
number of shares owned by him.
(b) If such a certificate is countersigned by a transfer agent other than
the Corporation or its employee, or by a registrar other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles and, if permitted by Delaware law, any other signature on the
certificate may be a facsimile.
(c) In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
(d) Certificates of stock shall be issued in such form not inconsistent
with the Certificate of Incorporation as shall be approved by the Board of
Directors. They shall be numbered and registered in the order in which they are
issued. No certificate shall be issued until fully paid.
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Section 2. Record Ownership. A record of the name and address of the
holder of each certificate, the number of shares represented thereby, and the
date of issue thereof shall be made on the Corporation's books. The Corporation
shall be entitled to treat the holder of record of any share 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 any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Delaware.
Section 3. Transfer of Record Ownership. Transfers of stock shall be
made on the books of the Corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and transferee request the Corporation to do so.
Section 4. Lost, Stolen or Destroyed Certificates. Certificates
representing shares of the stock of the Corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions as the Board of Directors from time to time
may authorize.
Section 5. Transfer Agent, Registrar, Rules Respecting Certificates.
The Corporation shall maintain one or more transfer offices or agencies where
stock of the Corporation shall be transferable. The Corporation shall also
maintain one or more registry offices where such stock shall be registered. The
Board of Directors may make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of stock certificates.
Section 6. Fixing Record Date for Determination of Stockholders of
Record. The Board of Directors may fix in advance a date as the record date for
the purpose of determining the stockholders entitled to notice of, or to vote
at, any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect
of any change, conversion or exchange of stock, or to express consent to
corporate action in writing without a meeting, or in order to make a
determination of the stockholders for the purpose of any other lawful action.
Such record date in any case shall not be more than sixty days nor less than
ten days before the date of a meeting of the stockholders, nor more than sixty
days prior to any other action requiring such determination of the
stockholders. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
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ARTICLE V
SECURITIES HELD BY THE CORPORATION
Section 1. Voting. Unless the Board of Directors shall otherwise order,
the Chairman, the Vice Chairman, the President, any Vice President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to
act as aforesaid. The Board of Directors from time to time may confer like
powers upon any other person or persons.
Section 2. General Authorization to Transfer Securities Held by the
Corporation.
(a) Any of the following officers, to-wit: the Chairman, the
President, any Vice President, the Treasurer or the Secretary of the
Corporation shall be and are hereby authorized and empowered to transfer,
convert, endorse, sell, assign, set over and deliver any and all shares of
stock, bonds, debentures, notes, subscription warrants, stock purchase
warrants, evidences of indebtedness, or other securities now or hereafter
standing in the name of or owned by the Corporation, and to make, execute
and deliver under the seal of the Corporation any and all written
instruments of assignment and transfer necessary or proper to effectuate
the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of assignment
and transfer executed, pursuant to and in accordance with the foregoing
paragraph (a), a certificate of the Secretary or an Assistant Secretary of
the Corporation in office at the date of such certificate setting forth the
provisions hereof and stating that they are in full force and effect and
setting forth the names of persons who are then officers of the
Corporation, then all persons to whom such instrument and annexed
certificate shall thereafter come shall be entitled, without further
inquiry or investigation and regardless of the date of such certificate, to
assume and to act in reliance upon the assumption that the shares of stock
or other securities named in such instrument were theretofore duly and
properly transferred, endorsed, sold, assigned, set over and delivered by
the Corporation, and that with respect to such securities the authority of
these provisions of the By-laws and of such officers is still in full force
and effect.
ARTICLE VI
DIVIDENDS
Section 1. Declaration of Dividends. Dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation.
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Section 2. Payment and Reserves. 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 reserves in the manner in which they were created.
Section 3. Record Date. The Board of Directors may, to the extent
provided by law, prescribe a period, in no event in excess of sixty (60) days,
prior to the date for payment of any dividend, as a record date for the
determination of stockholders entitled to receive payment of any such dividend,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on said date so fixed shall be entitled to receive
payment of such dividend, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Signatures of Officers. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. The signature of any officer upon any of the foregoing instruments
may be a facsimile whenever authorized by the Board.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 3. Seal. Upon resolution of the Board of Directors, the
Corporation may elect to have a corporate seal. In such event, the corporate
seal shall have inscribed thereon the name of the Corporation, the year of its
incorporation and the words "Corporate Seal, Delaware". Said seal may be used
for causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.
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ARTICLE VIII
WAIVER OF OR DISPENSING WITH NOTICE
Whenever any notice of the time, place or purpose of any meeting of the
stockholders, Directors or a committee is required to be given under the laws
of Delaware, the Certificate of Incorporation or these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the holding thereof, or actual attendance at the
meeting in person, or in the case of the stockholders, by his attorney-in-fact,
shall be deemed equivalent to the giving of such notice to such persons. No
notice need be given to any person with whom communication is made unlawful by
any law of the United States or any rule, regulation, proclamation or executive
order issued under any such law.
ARTICLE IX
AMENDMENT OF BY-LAWS
These By-laws, or any of them, may from time to time be supplemented,
amended or repealed by the Board of Directors, or by the vote of a majority in
interest of the stockholders represented and entitled to vote at any meeting at
which a quorum is present.
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