Exhibit 3.24
AMENDED AND RESTATED
BYLAWS
OF
[Company]
(a California corporation)
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ARTICLE I
OFFICES
1. REGISTERED OFFICE. The registered office of [Company], a
California corporation, shall be located in the City of Los Angeles, State
of California.
2. OTHER OFFICES. The corporation may also have offices at such
other places, either within or without the State of California, as the
Board of Directors of the corporation may from time to time determine or as
the business of the corporation may require.
ARTICLE II
SHAREHOLDERS
1. SHAREHOLDER MEETINGS.
(a) TIME. An annual meeting for the election of directors
and for the transaction of any other proper business and any special
meeting shall be held on the date and at the time as the Board of Directors
shall from time to time fix.
(b) PLACE. Annual meetings and special meetings shall be
held at such place, within or without the State of California, as the
directors may, from time to time, fix. Whenever the directors shall fail to
fix such place, the meeting shall be held at the principal executive office
of the corporation.
(c) CALL. Annual meetings may be called by the directors,
by the Chairman of the Board, if any, Vice Chairman of the Board, if any,
the President, if any, the Secretary, or by any officer instructed by the
directors to call the meeting. Special meetings may be called in like
manner and by the holders of shares entitled to cast not less than ten
percent of the votes at the meeting being called.
(d) NOTICE. Written notice stating the place, day, and
hour of each meeting, and, in the case of a special meeting, the general
nature of the business to be transacted or, in the case of an Annual
Meeting, those matters which the Board of Directors, at the time of mailing
of the notice, intends to present for action by the shareholders, shall be
given not less than ten days (or not less than any such other minimum
period of days as may be prescribed by the General Corporation Law) or more
than sixty days (or more than any such maximum period of days as may be
prescribed by the General Corporation Law) before the date of the meeting.
(e) 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, if any, a Vice
President, 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.
(f) QUORUM; VOTE; WRITTEN CONSENT. The holders of a
majority of the voting shares shall constitute a quorum at a meeting of
shareholders for the transaction of any business. The shareholders present
at a duly called or held meeting at which a quorum is present may continue
to do business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum if any action taken, other than
adjournment, is approved by at least a majority of the shares required to
constitute a quorum. In the absence of a quorum, any meeting of
shareholders may be adjourned from time to time by the vote of a majority
of the shares represented thereat, but no other business may be transacted
except as hereinbefore provided.
Except as otherwise provided by the General Corporation
Law, the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at a meeting at which a quorum is present shall be
authorized by the affirmative vote of a majority of the shares represented
and voting at the meeting; provided, that said shares voting affirmatively
shall also constitute at least a majority of the required quorum.
Except in the election of directors by written consent in
lieu of a meeting, and except as may otherwise be provided by the General
Corporation Law, the Articles of Incorporation or these Bylaws, any action
which may be taken at any annual or special meeting may be taken without a
meeting and without prior notice, if a consent in writing, setting forth
the action so taken, shall be signed by holders of shares having not less
than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Directors may not be elected by written consent
except by unanimous written consent of all shares entitled to vote for the
election of directors. Notice of any shareholder approval pursuant to
Section 310, 317, 1201 or 2007 without a meeting by less than unanimous
written consent shall be given at least ten days before the consummation of
the action authorized by such approval, and prompt notice shall be given of
the taking of any other corporate action approved by shareholders without a
meeting by less than unanimous written consent to those shareholders
entitled to vote who have not consented in writing.
2. CERTIFICATES FOR SHARES. Each certificate for shares of the
corporation shall set forth thereon the name of the record holder of the
shares represented thereby, the number of shares and the class or series of
shares owned by said holder, the par value, if any, of the shares
represented thereby, and such other statements, as applicable, prescribed
by Sections 416 - 419, inclusive, and other relevant Sections of the
General Corporation Law of the State of California (the "General
Corporation Law") and such other statements, as applicable, which may be
prescribed by the Corporate Securities Law of 1968 of the State of
California and any other applicable provision of law. Each such certificate
issued shall be signed in the name of the corporation by the Chair of the
Board of Directors, if any, the President, if any, or a Vice President, if
any, and by the chief financial officer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. Any or all of the signatures on a
certificate for shares may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate for shares shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.
The corporation may issue a new certificate for shares or
for any other security in the place of any other certificate theretofore
issued by it, which is alleged to have been lost, stolen or destroyed. As a
condition to such issuance, the corporation may require any such owner of
the allegedly lost, stolen or destroyed certificate or any such owner's
legal representative to give the corporation a bond, or other adequate
security, sufficient to indemnify it against any claim that may be made
against it, including any expense or liability, on account of the alleged
loss, theft or destruction of any such certificate or the issuance of such
new certificate.
3. SHARE TRANSFERS. Upon compliance with any provisions of the
General Corporation Law and/or the Corporate Securities Law of 1968 which
may restrict the transferability of shares, transfers of shares of the
corporation shall be made only on the record of shareholders 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, if any, and on
surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes, if any, due thereon.
4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may
determine the shareholders entitled to notice of any meeting or to vote or
be entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of
any other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty days or fewer than ten days
prior to the date of such meeting or more than sixty days prior to any
other action.
If the Board of Directors shall not have fixed a record
date as aforesaid, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held; the record date for
determining shareholders entitled to give consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors
has been taken, shall be the day on which the first written consent is
given; and the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth day prior
to the date of such other action, whichever is later.
A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record
date for the adjourned meeting, but the Board of Directors shall fix a new
record date if the meeting is adjourned for more than forty-five days from
the date set for the original meeting.
Except as may be otherwise provided by the General
Corporation Law, shareholders at the close of business on the record date
shall be entitled to notice and to vote or to receive any dividend,
distribution or allotment of rights or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
5. ANNUAL REPORT. Whenever the corporation shall have fewer than
one hundred shareholders as said number is determined as provided in
Section 605 of the General Corporation Law, the Board of Directors shall
not be required to cause to be sent to the shareholders of the corporation
the annual report prescribed by Section 1501 of the General Corporation Law
unless it shall determine that a useful purpose would be served by causing
the same to be sent or unless the Department of Corporations, pursuant to
the provisions of the Corporate Securities Law of 1968, shall direct the
sending of the same.
ARTICLE III
BOARD OF DIRECTORS
1. FUNCTIONS. The director(s) of the corporation shall not take
any action for or on behalf of the corporation in their capacity as
director(s) of the corporation without the prior express written consent of
the holders of a majority of the outstanding shares of capital stock of the
corporation.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder
of the corporation, a citizen of the United States, or a resident of the
State of California. The authorized number of directors constituting the
Board of Directors until further changed shall be at least one and no more
than three.
3. ELECTION AND TERM. The initial Board of Directors shall consist
of the persons elected at the meeting of the incorporator or incorporators,
all of whom shall hold office until the first annual meeting of
shareholders and until their successors have been elected and qualified, or
until their earlier resignation, removal from office or death. Thereafter,
directors who are elected to replace any or all of the members of the
initial Board of Directors or who are elected at an annual meeting of
shareholders, and directors who are elected in the interim to fill
vacancies, shall hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified, or until their
earlier resignation, removal from office, or death. In the interim between
annual meetings of shareholders or of special meetings of shareholders
called for the election of directors, any vacancies in the Board of
Directors, including vacancies resulting from an increase in the authorized
number of directors which have not been filled by the shareholders, and
including any other vacancies which the General Corporation Law authorizes
directors to fill, except for a vacancy created by the removal of a
director, may be filled by directors or by the sole remaining director, as
the case may be, in the manner prescribed by Section 305 of the General
Corporation Law. Vacancies occurring by reason of the removal of directors
which are not filled at the meeting of shareholders at which any such
removal has been effected may be filled by the directors if the Articles of
Incorporation or a Bylaw adopted by the shareholders so provides. Any
director may resign effective upon giving written notice to the Chairman of
the Board, if any, the President, if any, the Secretary or the Board of
Directors, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation is effective at a future time, a
successor may be elected to the office when the resignation becomes
effective.
The shareholders may elect a director at any time to fill
any vacancy which the directors are entitled to fill, but which they have
not filled. Any such election by written consent other than to fill a
vacancy created by removal shall require the consent of a majority of the
shares.
The name and the address of each initial director elected
by the incorporator or incorporators are set forth in the minutes of the
organization of the incorporator or incorporators at which each said
initial director was elected, and said name and the address are hereby made
a part of these Bylaws as if fully set forth therein.
4. MEETINGS.
(a) TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected Board
shall be held as soon after its election as the directors may conveniently
assemble.
(b) PLACE. Meetings may be held at any place, within or
without the State of California, which has been designated in any notice of
the meeting, or, if not stated in said notice or, if there is no notice
given, at the place designated by resolution of the Board of Directors.
(c) CALL. Meetings may be called by the Chair of the
Board, if any, by the President, if any, by any Vice President or
Secretary, or by any two directors.
(d) NOTICE AND WAIVER THEREOF. No notice shall be
required for regular meetings for which the time and place have been fixed
by the Board of Directors. Special meetings shall be held upon at least
four days' notice by mail or upon at least forty-eight hours' notice
delivered personally or by telephone or by any other means authorized by
the provisions of Section 307 of the General Corporation Law. Notice of a
meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to
such director. A notice or waiver of notice need not specify the purpose of
any regular or special meeting of the Board of Directors. All such waivers,
consents and approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.
(e) QUORUM AND ACTION. A majority of the authorized
number of directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the directors in
office shall constitute a quorum, provided such majority shall constitute
at least either one-third of the authorized number of directors or at least
two directors, whichever is larger, or unless the authorized number of
directors is only one. A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time and place. If
the meeting is adjourned for more than twenty-four hours, notice of any
adjournment to another time or place shall be given prior to the time of
the adjourned meeting to the directors, if any, who were not present at the
time of the adjournment. Except as the Articles of Incorporation, these
Bylaws and the General Corporation Law may otherwise provide, the act or
decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be the act of the Board of
Directors. Members of the Board of Directors may participate in a meeting
through use of conference telephone or other communications equipment, and
participation by such use constitutes presence in person at any such
meeting, provided the conditions prescribed by the provisions of Section
307 of the General Corporation Law are met.
A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors,
provided that any action which may be taken is approved by at least a
majority of the required quorum for such meeting.
(f) CHAIRMAN OF THE MEETING. The Chair of the Board, if
any and if present and acting, shall preside at all meetings. Otherwise,
the President, if any and present and acting, or any director chosen by the
Board, shall preside.
5. REMOVAL OF DIRECTORS. The entire Board of Directors or any
individual director may be removed from office without cause by approval of
the holders of at least a majority of the shares provided, that unless the
entire Board is removed, an individual director shall not be removed when
the votes cast against such removal, or not consenting in writing to such
removal, would be sufficient to elect such director if voted cumulatively
at an election of directors at which the same total number of votes were
cast, or, if such action is taken by written consent, in lieu of a meeting,
all shares entitled to vote were voted, and the entire number of directors
authorized at the time of the director's most recent election were then
being elected. If any or all directors are so removed, new directors may be
elected at the same meeting or by such written consent. The Board of
Directors may declare vacant the office of any director who has been
declared of unsound mind by an order of court or convicted of a felony.
6. WRITTEN ACTION. Any action required or permitted to be taken
may be taken without a meeting if all of the members of the Board of
Directors shall individually or collectively consent in writing to that
action. The written consent or consents shall be filed with the minutes of
the proceedings of the Board. The action by written consent shall have the
same force and effect as a unanimous vote of the directors.
ARTICLE IV
OFFICERS
The corporation shall have a Chair of the Board or a
President or it may have both, a Secretary, a chief financial officer and
such other officers with such titles and duties as may be necessary to
enable it to sign instruments and share certificates. Subject to the
foregoing, any number of offices may be held by the same person. The
titles, powers, and duties of officers shall be set forth in the resolution
or instrument choosing them. The Chairman of the Board, if any, and/or the
President, if any, the Secretary, the chief financial officer, and any Vice
President or other executive officer shall be chosen by the Board of
Directors. Any Assistant Secretary, Assistant Treasurer or other junior
officer shall be chosen by the Board of Directors or in the manner
prescribed by the Board of Directors.
The President or, if a President shall not have been
chosen, the Chairman of the Board shall be the general manager and chief
executive officer of the corporation unless the resolution choosing him
shall provide otherwise. The Treasurer shall be the chief financial officer
unless the resolution choosing him shall provide otherwise.
Unless otherwise provided in the resolution or instrument
choosing the same, all officers shall be chosen for a term of office
running until the meeting of the Board of Directors following the next
annual meeting of shareholders and until their successors have been chosen
and qualified or such officer's death, resignation or termination.
Any officer, or any agent chosen by the Board of
Directors, may be removed by the Board whenever in its judgment the best
interests of the corporation will be served thereby.
ARTICLE V
BOOKS AND RECORDS
The corporation shall keep at its principal executive
office in the State of California or, if its principal executive office is
not in the State of California, at its principal business office in the
State of California, the original or a copy of the Bylaws as amended to
date, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of
the corporation is outside the State of California, and, if the corporation
has no principal business office in the State of California, it shall upon
request of any shareholder furnish a copy of the Bylaws as amended to date.
The corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, Board of Directors and committees, if any, of the Board of
Directors. The corporation shall keep at its principal executive office, or
at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each. Such minutes shall be in written
form. Such other books and records shall be kept either in written form or
in any other form capable of being converted into written form.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall set forth the name of the
corporation and the State and date of incorporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VIII
CONTROL OVER BYLAWS
After the initial Bylaws of the corporation shall have
been adopted by the incorporator or incorporators of the corporation, the
Bylaws may be amended or repealed or new Bylaws may be adopted by the
shareholders entitled to exercise a majority of the voting power.