Exhibit 3.23
AMENDED AND RESTATED BYLAWS
OF
[Company]
(an Arizona corporation)
-------
ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the statements prescribed
by Section 10-625, Arizona Revised Statutes and by any other applicable
provision of law, shall be signed, either manually or in facsimile, by any
two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer,
or by one or more officers designated by the Board of Directors, and may
bear the corporate seal or its facsimile. If a person who signed a share
certificate in any capacity, either manually or in facsimile, no longer
holds office when the certificate is issued, the certificate is
nevertheless valid.
2. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the
articles of incorporation, these Bylaws, or any written agreement in
respect thereof, 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, or with a transfer agent or a
registrar and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws, the person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such
fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. In order to determine
the shareholders who are entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action, the Board
of Directors of the corporation may fix a future date as the record date
for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring a
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than one
hundred twenty days after the date fixed for the original meeting.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting shall be held
on the date fixed from time to time by the directors except when Chapters 1
through 17 of Title 10, Arizona Revised Statutes confer the right to call a
special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Arizona as the directors shall
from time to time fix.
- CALL. Annual meetings may be called by the directors or
the Chairman of the Board of Directors, if any, the Vice-Chairman of the
Board, if any, the President, or the Secretary or by any officer instructed
by the directors or the President to call the meeting. Special meetings may
be called in like manner.
- NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may by examined not less than ten and no
more than sixty days before the date of the meeting.
- VOTING LIST FOR MEETING. After fixing a record date for
a meeting, the corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of
shares held by each shareholder. The shareholders' list shall be available
for inspection by any shareholder, beginning two business days after notice
of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office, the office of
the corporation's transfer agent if specified in the meeting notice or at
another place identified in the meeting notice in the city where the
meeting will be held. A shareholder, its agent or its attorney on written
demand may inspect and, subject to the requirements of subsection C of
Section 10-1602, Arizona Revised Statutes, may copy the list, during
regular business hours and at its expense, during the period it is
available for inspection. The corporation shall make the shareholders' list
available at the meeting, and any shareholder, its agent or its attorney,
may inspect the list at any time during the meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall
be presided over by one of the following officers in the order of seniority
and if present and acting - the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, the President, a Vice-President, if
any, or, if none of the foregoing is in office and present and acting, by a
chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but, if neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall appoint a secretary
of the meeting.
- QUORUM. Unless the articles of incorporation or
Chapters 1 through 17 of Title 10, Arizona Revised Statutes provide
otherwise, a majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of that voting group for action on that
matter. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting.
- VOTING. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present. If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast
opposing the action unless the articles of incorporation, Chapters 1
through 17 of Title 10, Arizona Revised Statutes require a greater number
of affirmative votes.
5. ACTION WITHOUT MEETING. Any action required or
permitted by the provisions of Chapters 1 through 17 of Title 10, Arizona
Revised Statutes to be taken at a shareholders' meeting may be taken
without a meeting, if the action is taken by all of the shareholders
entitled to vote on the action. The action must be evidenced by one or more
written consents describing the action taken, signed by all of the
shareholders entitled to vote on the action and delivered to the
corporation for inclusion in the minutes or filing with the corporate
records. If Chapters 1 through 17 of Title 10, Arizona Revised Statutes
require that notice of proposed actions be given to shareholders and the
action is to be taken by unanimous consent of the shareholders, the
requirements of notice set forth in Section 10-704, Arizona Revised
Statutes shall apply. The notice must contain or be accompanied by the same
material that, under Chapters 1 through 17 of Title 10, Arizona Revised
Statutes, would have been required to be sent to shareholders not entitled
to vote in a notice of a meeting at which the proposed action would have
been submitted to the shareholders for action.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
powers shall be exercised by or under the authority of, and the business
and affairs of the corporation managed under the direction of, a Board of
Directors. The Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Arizona. The number of directors constituting the Board of Directors shall
be one or more. Subject to the foregoing limitation, such number may be
fixed or changed from time to time by the shareholders or by the Board of
Directors. After shares are issued, only the shareholders may change the
range for the size of the Board of Directors or change from a fixed to a
variable-range Board or vice versa.
3. TERMS AND VACANCIES. The terms of directors expire at
the next annual shareholders' meeting following their election unless their
terms are staggered under Section 10-806, Arizona Revised Statutes. A
decrease in the number of directors does not shorten the term of any
incumbent director. The term of a director elected to fill a vacancy
expires at the next shareholders' meeting at which directors are elected.
Despite the expiration of a director's term, a director shall continue to
hold office until the director's successor is elected and qualifies, until
the director's resignation or removal, or until there is a decrease in the
number of directors. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors,
the shareholders or the Board of Directors may fill the vacancy. If the
directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office. If the vacant office was
held by a director elected by a voting group of shareholders, only the
holders of shares of that voting group are entitled to vote to fill the
vacancy if it is filled by the shareholders.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix.
- PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Arizona at such place as shall
be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, of the President, or of a majority of
the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without notice of the date,
time, place, or purpose of the meeting. Written, or oral, notice of the
time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. The notice of any meeting
need not describe the purpose of the meeting. A director may waive any
notice required by Chapters 1 through 17 of Title 10, Arizona Revised
Statutes, the articles of incorporation, or by these Bylaws before or after
the date and time stated in the notice. A director's attendance at or
participation in a meeting waives any required notice to the director of
the meeting unless the director at the beginning of the meeting, or
promptly upon his arrival, objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to
action taken at the meeting. Except as hereinbefore provided, a waiver
shall be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records.
- QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. If a quorum is present when a vote is taken,
the affirmative vote of a majority of directors present is the act of the
Board of Directors. The Board of Directors may permit any or all directors
to participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present
in person at the meeting.
5. REMOVAL OF DIRECTORS. The shareholders may remove one
or more directors with or without cause pursuant to the provisions of
Section 10-808, Arizona Revised Statutes.
6. ACTION WITHOUT MEETING. Action required or permitted
by Chapters 1 through 17 of Title 10, Arizona Revised Statutes to be taken
at a Board of Directors' meeting may be taken without a meeting if the
action is taken by all of the directors. The action must be evidenced by
one or more written consents, signed by each director, describing the
action taken, and included in the minutes or filed with the corporate
records reflecting the action taken. Action taken under this paragraph is
effective when the last director signs the consent, unless the consent
specifies a different effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, a Treasurer, and
a Secretary, and such other officers as may be deemed necessary, who may be
appointed by the directors. The same individual may simultaneously hold
more than one office in the corporation.
A duly appointed officer may appoint one or more officers
or assistant officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and
shall perform the duties prescribed by the Board of Directors or by
direction of an officer authorized by the Board of Directors to prescribe
the duties of other officers; provided, that the Secretary, or any
Assistant Secretary or any one or more other officers designated by the
Board of Directors shall have the responsibility for custody of the minutes
of the directors' and shareholders' meetings and for authenticating records
of the corporation.
The Board of Directors may remove any officer at any time
with or without cause.
ARTICLE IV
STATUTORY NOTICES TO SHAREHOLDERS
The Board of Directors may appoint the Treasurer or other
fiscal officer and/or the Secretary or any other officer to cause to be
prepared and furnished to shareholders entitled thereto any special
financial notice and/or any financial statement, which may be required by
any provision of law, and which, more specifically, may be required by
Sections 10-1620 and 10-1621, Arizona Revised Statutes.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine or the law
require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws
unless the articles of incorporation or Chapters 1 through 17 of Title 10,
Arizona Revised Statutes reserve this power exclusively to the shareholders
in whole or in part, or the shareholders in amending or repealing a
particular Bylaw provide expressly that the Board of Directors may not
amend or repeal that Bylaw. The shareholders may amend or repeal these
Bylaws even though the Bylaws may also be amended or repealed by the Board
of Directors.