Exhibit 3.33
AMENDED AND RESTATED BYLAWS
OF
[company]
(a Nevada corporation)
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ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the
name of, the corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation or by agents designated by the Board of
Directors, certifying the number of shares owned by him in the corporation
and setting forth any additional statements that may be required by the
General Corporation Law of the State of Nevada (the "General Corporation
Law"). If any such certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk, and by a registrar, a facsimile of
the signature of the officers, the transfer agent or the transfer clerk or
the registrar of the corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If any officer or officers
who shall have signed, or whose facsimile signature or signatures shall
have been used on any certificate or certificates shall cease to be such
officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, the 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
shall have been used thereon, had not ceased to be such officer or officers
of the corporation.
Whenever the corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, the
certificates representing stock of any such class or series shall set forth
thereon the statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the
certificate representing such shares.
The corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of
any lost, stolen, or destroyed certificate, or his legal representative, to
give the corporation a bond sufficient to indemnify the corporation against
any claim that may be made against it on account of the alleged loss,
theft, or destruction of any such certificate or the issuance of any such
new certificate.
2. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger 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 of stock
properly endorsed and the payment of all taxes, if any, due thereon.
3. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or 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 for the purpose of any other lawful action, the directors may fix,
in advance, a record date, which shall not be more than sixty days nor less
than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If a record date is not fixed, the record date
is at the close of business on the day before the day on which notice is
given or, if notice is waived, at the close of business on the day before
the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at any meeting of stockholders applies to an
adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting. The directors must fix
a new record date if the meeting is adjourned to a date more than sixty
days later than the date set for the original meeting.
4. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the
time fixed, from time to time, by the directors, provided, that each
successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be
held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Nevada, as the directors may,
from time to time, fix.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the
meeting.
- NOTICE. Written notice of all meetings shall be given, stating
the place, date, hour and purpose or purposes of the meeting not less than
ten and no more than sixty days before the date of the meeting.
- CONDUCT OF MEETING. Meetings of the stockholders 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, or, if
none of the foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. 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. A majority of the voting power, which includes the
voting power that is present in person or by proxy, regardless of whether
the proxy has authority to vote on all matters, constitutes a quorum at a
meeting of stockholders for the transaction of business unless the action
to be taken at the meeting shall require a greater proportion. The
stockholders present may adjourn the meeting despite the absence of a
quorum.
- VOTING. Each share of stock shall entitle the holder thereof to
one vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action is approved if the number of votes cast in favor of
the action exceeds the number of votes cast in opposition to the action,
except where the General Corporation Law, the Articles of Incorporation, or
these Bylaws prescribe a different percentage of votes and/or a different
exercise of voting power. In the election of directors, voting need not be
by ballot; and, except as otherwise may be provided by the General
Corporation Law, voting by ballot shall not be required for any other
action.
Stockholders may participate in a meeting of stockholders by means
of a conference telephone or similar method of communication by which all
persons participating in the meeting can hear each other.
5. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting
if, before or after the action, a written consent thereto is signed by
stockholders holding at least a majority of the voting power; provided that
if a different proportion of voting power is required for such an action at
a meeting, then that proportion of written consents is required. In no
instance where action is authorized by written consent need a meeting of
stockholders be called or noticed.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation.
The Board of Directors shall have authority to fix the compensation of the
members thereof for services in any capacity.
2. QUALIFICATIONS AND NUMBER. Each director must be at least 18
years of age. A director need not be a stockholder or a resident of the
State of Nevada. The number of directors constituting the Board of
Directors shall be one or more. Subject to the foregoing limitation, such
number of directors may be fixed or changed from time to time by the
shareholders or by the Board of Directors.
3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the General Corporation Law of Nevada. Any director may
resign at any time upon written notice to the corporation. Directors who
are elected at an election of directors by stockholders, and directors who
are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next election of directors by
stockholders and until their successors are elected and qualified or until
their earlier resignation or removal. In the interim between elections of
directors by stockholders, newly created directorships and any vacancies in
the Board of Directors, including any vacancies resulting from the removal
of directors for cause or without cause by the stockholders and not filled
by said stockholders, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the
sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix.
- PLACE. Meetings shall be held at such place within or without
the State of Nevada 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. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly
of the directors thereat. Notice if any need not be given to a director or
to any member of a committee of directors who submits a written waiver of
notice signed by him before or after the time stated therein.
- QUORUM AND ACTION. A majority of the directors then in office,
at a meeting duly assembled, shall constitute a quorum. A majority of the
directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as the Articles of Incorporation
or these Bylaws may otherwise provide, and except as otherwise provided by
the General Corporation Law, the act of the directors holding a majority of
the voting power of the directors, present at a meeting at which a quorum
is present, is the act of the Board. The quorum and voting provisions
herein stated shall not be construed as conflicting with any provisions of
the General Corporation Law and these Bylaws which govern a meeting of
directors held to fill vacancies and newly created directorships in the
Board or action of disinterested directors.
Members of the Board or of any committee which may be designated
by the Board may participate in a meeting of the Board or of any such
committee, as the case may be, by means of a telephone conference or
similar method of communication by which all persons participating in the
meeting hear each other. Participation in a meeting by said means
constitutes presence in person at the meeting.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause in accordance with the provisions of the
General Corporation Law.
6. WRITTEN ACTION. Any action required or permitted to be taken at
a meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all the members of the Board or of the committee, as
the case may be.
ARTICLE III
OFFICERS
The corporation must have a President, a Secretary, and a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board
of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers and agents with such titles as the resolution choosing them shall
designate. Each of any such officers must be natural persons and must be
chosen by the Board of Directors or chosen in the manner determined by the
Board of Directors.
Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting
of the Board of Directors following the next annual meeting of stockholders
and until his successor shall have been chosen or until his resignation or
removal before the expiration of his term.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors
or in the manner determined by the Board.
All officers of the corporation shall have such authority and
perform such duties in the management and operation of the corporation as
shall be prescribed in the resolution designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to
the extent that such resolutions or instruments may be inconsistent
therewith.
ARTICLE IV
REGISTERED OFFICE
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles
of Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto.
The corporation shall also keep at said registered office a stock ledger or
a duplicate stock ledger, revised annually, containing the names,
alphabetically arranged, of all persons who are stockholders of the
corporation, showing their places of residence, if known, and the number of
shares held by them respectively or a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the present
and complete post office address, including street and number, if any,
where such stock ledger or duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
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 power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if
any, adopted by the stockholders.