Exhibit 3.39
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Virginia corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares
of the corporation shall set forth thereon the statements prescribed by
Section 13.1-647 of the Virginia Stock Corporation Act ("Stock Corporation
Act") and by any other applicable provision of law, shall be signed by any
two of the following officers: the President, a Vice-President, the
Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer,
or any two officers designated by the Board of Directors, and may bear the
corporate seal or its facsimile. Any or all of the signatures upon a
certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon
a certificate 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 he were such officer, transfer
agent, or registrar at the date of issue.
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, the person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for
all purposes as regards the corporation; 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. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of
any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors of the corporation may fix in
advance a 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 such determination of shareholders. If not
otherwise fixed, the record date is the close of business on the day before
the effective date of notice to 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 the Stock Corporation
Act confers 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 Commonwealth of Virginia 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, 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 a like manner or whenever the
holders of shares entitled to at least twenty percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written
notice of all meetings shall be given, stating the place, date and hour of
the meeting not less than ten and no more than sixty days before the date
of the meeting.
- VOTING LIST. The officer or agent having charge of the share
transfer books of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, with the address of and
the number of shares held by each. The list shall be arranged by voting
group and within each voting group by class or series. For a period of ten
days prior to such meeting, the list of shareholders shall be kept on file
at the registered office of the corporation or at its principal office or
at the office of its transfer agent or registrar 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 for the purposes thereof. The original share
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting
of shareholders.
- 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 the Stock
Corporation Act provides 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. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of
those shares exists with respect to 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 shall 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 or the Stock Corporation
Act provides otherwise.
5. ACTION WITHOUT MEETING. Action required or permitted by the
Stock Corporation Act to be taken at a shareholders' meeting may be taken
without a meeting and without action by the Board of Directors if the
action is taken by all the shareholders entitled to vote on the action. The
action shall be evidenced by one or more written consents describing the
action taken, signed by all the shareholders entitled to vote on the
action, and delivered to the Secretary of the corporation for inclusion in
the minutes or filing with the corporate records. Any action taken by
unanimous written consent shall be effective according to its terms when
all consents are in the possession of the corporation. Action taken under
this paragraph is effective as of the date specified therein provided the
consent states the date of execution by each shareholder.
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
Commonwealth of Virginia. 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. After shares are issued, only
the shareholders of the corporation may change the range for the size of
the Board of Directors or change from a fixed to a variable-range size
board or vice versa. A decrease in the number of directors does not shorten
an incumbent director's term.
3. TERMS AND VACANCIES. The directors' terms shall expire at the
next annual shareholders' meeting following their election. A decrease in
the number of directors does not shorten an incumbent director's term. The
term of a director elected by the Board of Directors to fill a vacancy
expires at the next shareholders' meeting at which directors are elected.
Despite the expiration of a director's term, he continues to serve until
his successor is elected and qualifies. 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;
or 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 the directors remaining in office.
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 Commonwealth of Virginia 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 the Stock Corporation Act or by these Bylaws before or after
the date and time stated in the notice, and such waiver shall be equivalent
to the giving of such notice. A director's attendance at or participation
in a meeting waives any required notice to him 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 specified 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. Whenever the Stock Corporation Act requires the Board
of Directors to recommend or approve any proposed corporate act, such
recommendation or approval shall not be required if the proposed corporate
act is adopted by the unanimous consent of shareholders. 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
13.1-680 of the Stock Corporation Act.
6. ACTION WITHOUT MEETING. Action required or permitted by the
Stock Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board.
The action shall be evidenced by one or more written consents stating the
action taken, signed by each director either before or after 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, in which event the action taken is effective as
of the date specified therein provided the consent states the date of
execution by each director.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be
elected or appointed by the directors or may be chosen in such manner as
the directors shall determine. The same individual may simultaneously hold
more than one office in the corporation.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board
of Directors following the next annual meeting of shareholders and until
his successor has been elected and qualified.
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 shall have the responsibility
for preparing and maintaining custody of 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
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 V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
The power to alter, amend, and repeal the Bylaws and to make new
Bylaws shall be vested in the Board of Directors, but Bylaws made by the
Board of Directors may be repealed or changed, and new Bylaws made, by the
shareholders, and the shareholders may prescribe that any Bylaw made by
them shall not be altered, amended, or repealed by the directors.