Exhibit 3.60
BY-LAWS
of
AUTONATION INSURANCE COMPANY, INC.
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meeting. The annual meeting of Shareholders
commencing with the year 1999 shall be held at such place within or without
the State of Vermont and at such time and on such date as may be specified
in the notice of meeting or in a duly executed waiver thereof. The purpose
of the annual meeting shall be to elect a Board of Directors and to
transact such other business as may properly be brought before the meeting.
Failure to hold an annual meeting of Shareholders shall not work a
forfeiture or dissolution of the Corporation. If the annual meeting is not
held, a special meeting may be held in place thereof, and any business
transacted or elections held at such meeting shall have the same effect as
if transacted or held at the annual meeting. Such special meeting shall be
called in the same manner and as provided for in Section 2 of this Article,
relating to special meetings of Shareholders.
Section 1.2 Special Meetings. Special meetings of the Shareholders
may be called by the President, the Board of Directors, or the Secretary of
the Corporation, and shall be called by the Secretary upon the written
request of the holders of not less than one-tenth of all the shares
entitled to vote at the meeting, for any purpose. Special meetings shall be
held at the registered office of the Corpora tion in Vermont, or at such
other place either within or without the State of Vermont, and on such date
and hour, as shall be fixed by the President, the Board of Directors, the
Secretary of the Corporation, or by the Secretary upon written request of
the holders of not less than one-tenth of all the shares entitled to vote
at the meeting and stated in the notice of the meeting, or in a duly
executed waiver thereof.
Section 1.3 Notice/Record Date. A written or oral notice of each
meeting of Shareholders, stating the place, day and hour thereof, shall be
given by the Secretary not less than ten (10) nor more than sixty (60) days
before the meeting to each Shareholder as of the Record Date. Notice of an
annual meeting need not include a description of the purpose or purposes of
the meeting. Notice of a special meeting shall include a description of the
purpose or purposes for which the meeting is called. The Board may fix a
Record Date for any meeting of Shareholders which shall be not more than
seventy (70) or less than ten (10) days prior to the date of the meeting.
If no such Record Date is fixed, the Record Date for the meeting shall be
the day prior to the day on which first notice of the meeting is delivered
to Share holders. Notice may be communicated in person, by telephone,
telegraph, teletype, facsimile, or other form of wire or wireless
communication, or by mail or private carrier to each Shareholder at its
address as it appears in the records of the Corpora tion. Oral notice shall
be used only if reasonable under the circumstances, and shall be effective
when communicated. If oral notice is used, a record shall be kept of the
time, date, and manner in which such notice was given, and by whom. Written
notice shall be deemed to be effective at the earlier of: (1) when
deposited in the United States mail, addressed to the Shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid; (2) on the date shown on the return receipt if
sent by registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown, in the
Corporation's current record of Shareholders. Notice to any Shareholder
having executed a proxy pursuant to Section 5 of this Article shall be
deemed complete if given to such proxy. In case of death, absence,
incapacity or refusal of the Secretary, such notice may be given by any
other Officer, or by a person designated either by the Secretary or by the
person or persons calling the meeting or by the Board of Directors. Notice
of the time, place or purpose of the annual or any special meeting of the
Shareholders may be waived in writing by any Shareholder before or after
the meeting. The waiver shall be signed by the Shareholder(s) and delivered
to the Corporation for inclusion in the minutes or filing with the
corporate records. Entitlement to proper notice shall be deemed waived by
any Shareholder attending in person or by proxy, unless such attendance is
for the sole purpose of objecting to the absence of, or deficiencies in,
the notice.
Section 1.4 Quorum. Except as otherwise specifically required by
law, the Articles of Incorporation, or these By-Laws, a majority of the
shares entitled to vote, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of the
Shareholders. A quorum, once achieved, shall not be broken by the departure
of any Shareholders from the meeting. 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 the meeting, unless a
new Record Date is or must be set for that adjourned meeting. If the
required quorum is not present or represented at any meeting of the
Shareholders, the Share holders present in person or represented by proxy
and entitled to vote on the matters to be addressed shall have the power to
adjourn the meeting from time to time, until a quorum shall be achieved. At
any adjourned meeting at which a quorum is present or is deemed to be
present, any business may be transacted which might have been transacted at
the meeting as originally noticed.
Section 1.5 Voting and Proxies. Shareholders shall be entitled to
vote in person, or by proxy executed in writing and signed by the
Shareholder, or by the Shareholder's agent-in-fact. Proxies shall be filed
with the Secretary of the meeting before being voted. An appointment of a
proxy shall be valid for eleven months from the date of its execution,
unless a longer term is expressly provided in the appointment form. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise. Except as otherwise
provided by law, or by the Articles of Incorporation, each Shareholder of
record on the record date for the meeting shall be entitled to one vote for
every share standing in its name on the books of the Corporation. Directors
shall be elected by a plurality of the votes cast by the shares entitled to
vote at a meeting at which a quorum is present. All other matters shall be
approved if the votes cast favoring the action exceed the votes cast
opposing the action.
Section 1.6 Action By Majority of Shareholders In Lieu of Meeting.
Any action required or permitted to be taken at a meeting of the
Shareholders may be taken without a meeting if each Shareholder is given
prior written notice of the action proposed to be taken and the action is
then consented to by the holders of at least a majority of all the shares
entitled to vote on the action. Each such action must be evidenced by one
or more written consents describing the action taken and signed by the
Shareholders consenting to the action. Such written consents shall be
included in the minutes and filed with the corporate records, and shall
have the same effect as a vote taken at a meeting. Notice shall be given
promptly to all Shareholders entitled to vote on any such action if the
vote was less than unanimous.
ARTICLE II
DIRECTORS
Section 2.1 Board of Directors: Number and Terms. The number of
individuals that shall constitute the Board of Directors shall be at least
three (3) and not more than seven (7) and shall be determined by the
Shareholders at each annual meeting, or by the Board of Directors. Each
Director shall be elected by the Share holders at each annual meeting
thereof and shall serve for a term of one year and until his or her
successor is elected and qualifies, or until his or her earlier resigna
tion or removal. Vacancies created by reason of an increase in the size of
the Board during the course of the year may be filled as provided in
Section 5 of this Article. At least one (1) Director shall be a resident of
Vermont.
Section 2.2 Quorum and Voting. Unless otherwise required by law,
one-half of the total number of Directors shall constitute a quorum for the
transaction of business. The vote of a majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors except as these By-Laws shall otherwise require.
Section 2.3 Resignation. Any Director may resign at any time by
delivering a resignation in writing to the President, the Treasurer or the
Secretary or to the Board of Directors. Such resignation shall be effective
at the date set forth in the notice, and if there is none, upon receipt.
Section 2.4 Committees. The Board of Directors may by resolution
passed by a majority of the whole board, designate one or more committees,
includ ing an executive committee, from among the members of the whole
board. Each committee must have two or more members. The board may
designate one or more Directors as alternate members of any such committee
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution of
the whole board which establishes it and permit ted by Vermont law, shall
have and may exercise the powers of the Board of Direc tors in the
management of the business and affairs of the Corporation. Any Director may
be a member of more than one committee. The procedures to be followed by
such committees with respect to notice, quorum, voting, action without
meeting, and other such matters shall be the same as those specified for
meetings of Directors.
Section 2.5 Vacancies and Newly-Created Directorships. Any vacancy
occurring on the Board of Directors by reason of death, resignation, retire
ment or removal from office of any Director, or an increase in the number
of Direc tors, may be filled by majority vote of the remaining Directors,
although less than a quorum. The Directors so chosen to fill any such
vacancy or newly-created director ship shall hold office until the election
of their successors at the next annual meeting of Shareholders.
Section 2.6 Place, Time and Notice of Meetings. The Directors may
hold their meetings in such place or places, within and without the State
of Vermont, as the Board of Directors may determine from time to time;
however, at least one meeting each year shall be held in the State of
Vermont. The Board of Directors shall meet each year immediately after the
annual meeting of Shareholders, for the purpose of organization, election
of Officers, and consideration of any other business that may properly come
before the meeting. No notice of any kind to either old or new members of
the Board of Directors for this actual meeting shall be necessary. Special
meetings of the Directors shall be held at the call of the President or of
the Secretary or of any one Director. A notice of a special meeting of the
Board of Directors need not specify the purposes of the meeting. Notice of
the time, date and place of all special meetings of the Board of Directors
shall be given to each Director by the Secretary, or in the case of the
death, absence, incapacity or refusal of such person, by the Officer or one
of the Directors calling the meeting. Such notice shall be given to each
Director at least one day in advance of the special meeting. Oral notice
shall be sufficient, if reasonable under the circumstances, and shall be
effective when communicated. If oral notice is used, a record shall be kept
of the time, date, and place such notice was given and by whom. If written
notice is employed, it shall be deemed effective at the earlier of (1) when
received; (2) 5 days after deposit in the United States mail, as evidenced
by the postmark, if mailed postpaid and correctly addressed; or (3) on the
date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee. Notice need not be given to any Director if that Director
executes a signed, written waiver of notice either before or after the
meeting, and the waiver is filed with the records of the meeting. A
Director's attendance at or participation in a meeting acts as a waiver of
any deficiency in the notice to that Director unless the Director objects
at the beginning of the meeting (or promptly upon the Director's arrival)
and the Director does not thereafter vote for or assent to action taken at
the meeting. Notice of a later meeting need not be given to any Director
who attended a prior meeting at which such latter meeting was duly called
and the time, date, and place thereof noticed.
Section 2.7 Telephone Meetings and Written Consents. Any action
required or permitted to be taken at any meeting of the Board of Directors
or commit tees thereof may be taken by telephone conference call or other
communications equipment, between at least a quorum of the Directors, or
may also be taken without a meeting if all members of the board or
committee, as the case may be, consent to such action in writing and the
writing or writings are filed in the minute book of the board or committee.
Section 2.8 Removal of Directors. Any and all Directors may be
removed with or without cause by a vote of a majority of the shares issued
and outstanding and entitled to vote. The notice to Shareholders (or any
waiver of notice) of any meeting at which such action is proposed to be
taken shall state that the purpose, or one of the purposes, of the meeting
is the removal of the Director.
ARTICLE III
OFFICERS
Section 3.1 Officers. The Officers of the Corporation shall
consist of a President, one or more Vice-Presidents, a Treasurer, a
Secretary, and any such other Officers and Assistant Officers, without
limitation, as the Directors may elect or appoint at their annual meeting
or from time to time thereafter, The President, Vice-Presidents, Secretary,
and Treasurer shall be elected annually by the Directors at their annual
meeting following the annual meeting of the Shareholders. Other Officers
may be chosen by the Directors at such meeting or at any other time. Each
Officer shall hold office until a successor is elected and qualified or
until his or her earlier death, resignation or removal. Any Officer may
resign at any time upon delivering a resignation in writing to the
President, the Treasurer or the Secretary or to a meeting of the Directors.
Such resignation shall be effective upon receipt unless specified to be
effective at some other time. Any Officer elected by the Board of Directors
may be removed at any time, with or without cause, by majority vote of the
whole Board of Directors taken at a meeting duly called and held. Any
vacancy occurring in any office of the Corporation by reason of death,
resignation, removal of an Officer or otherwise, shall be filled by the
Board of Directors in the same manner as the ordinary election of Officers
by Directors, and an Officer so chosen shall hold office until the next
regular election for that office, or until earlier death, resignation or
removal. The compensation of all Officers shall be fixed from time to time
by the Board of Directors.
Section 3.2 President. It shall be the duty of the President to
preside at all meetings of the Shareholders and all meetings of the Board
of Directors and to have general authority over the ordinary course of the
business of the Corporation.
Section 3.3 Vice-President. The Vice-President, or
Vice-Presidents, shall have such powers and duties as shall be assigned to
them by the Board of Directors or the President.
Section 3.4 Treasurer and Assistant Treasurers. The Treasurer
shall, subject to the direction and under the supervision of the Directors,
have: general charge of the financial concerns of the Corporation; care and
custody of the funds and valuable papers of the Corporation, except the
Treasurer's own bond, if any; authority to endorse for deposit or
collection all notes, checks, drafts and other obligations for the payment
of money payable to the Corporation or to its order, and to accept drafts
on behalf of the Corporation; authority to pay or cause to be paid all
dividends voted by the Board of Directors; and shall keep, or cause to be
kept, accurate books of account, which shall be the property of the
Corporation. If required by the Board of Directors, the Treasurer shall
give bond for the faithful performance of the Treasurer's duties in such
form, in such sum, and with such sureties as the Directors shall require.
Any Assistant Treasurer shall have such powers and duties as the Directors
or the President may delegate to such office.
Section 5. Secretary and Assistant Secretaries. The Secretary shall, in
addition to any duties imposed upon that office pursuant to Vermont law,
the Articles of Incorporation or these By-Laws, keep an attested copy of
the Articles of Incorpora tion and amendments thereto, and of these By-Laws
with a reference on the margin of said By-Laws to all amendments thereof,
all of which documents and books shall be kept at the registered office of
the Corporation or at the office of the Secretary. The Secretary shall keep
or cause to be kept, at the registered office of the Corpora tion or at the
secretary's office, the stock and transfer records of the Corporation. The
Secretary shall also keep a record of the meetings of the Directors. The
Secretary shall give or cause to be given such notice as may be required of
all meetings of Shareholders and all meetings of the Board of Directors,
and shall keep the seal of the Corporation in safe custody and affix it to
any instrument when such action is incident to his or her office or is
authorized by the Board of Directors. Any Assistant Secretary shall have
such powers and duties as the Directors or the President may delegate to
such office,
Section 3.5 Other Powers and Duties. Subject to these By-Laws,
each Officer shall have in addition to the duties and powers specifically
set forth in these By-Laws, such duties and powers as the Directors or the
President may from time to time delegate to such office.
ARTICLE IV
SHARES OF STOCK
Section 4.1 Amount Authorized. The amount of the authorized
capital stock and the par value, if any, of the shares authorized shall be
fixed in the Articles of Incorporation, as amended from time to time.
Section 4.2 Stock Certificates. The Board of Directors may
authorize the issuance of shares of the Corporation with or without
Certificates. Within a reasonable time after the issuance or transfer of
shares without certificates, and at least annually thereafter, the
Corporation shall send each Shareholder a written statement containing: the
name of the issuing corporation and that it is organized under the laws of
Vermont; the name of the person to whom the shares are issued; the number
and class of shares and the designation of series, if any; and any restric
tion on the transfer of shares. If the Corporation issues shares
represented by certifi cates, each Shareholder shall be entitled to a
certificate representing the shares of the Corporation owned by him or her,
under the corporate seal or a facsimile thereof, containing the same
information as would be required in a written statement to Shareholders in
the absence of such certificate, in a form as may be prescribed from time
to time by the Directors. Such certificate shall be signed by the President
or a Vice President, and the Treasurer or the Secretary.
Section 4.3 Transfer. Shares may be transferred on the books of
the Corporation by the signed written request of the holder thereof or by
the surrender to the Corporation of the certificate therefore properly
endorsed by the registered holder and with such proof of authenticity of
signature as the Secretary of the Corporation may reasonably require. The
Corporation shall be entitled to treat the record holder of shares as shown
on its books as the owner of such shares for all purposes.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Fiscal Year. The fiscal year of the Corporation shall
end on December 31 or as otherwise determined by the Board of Directors.
Section 5.2 Seal. The seal of the Corporation shall, subject to
alteration by the Directors, consist of a flathead, circular die with the
words "Vermont", the name of the Corporation, and "1999" cut or engraved
thereon.
Section 5.3 Voting of Shares in Other Corporations. Except as the
Directors may otherwise designate, the President or Treasurer may waive
notice of, and appoint any person or persons to act as proxy or attorney in
fact for this Corpora tion (with or without power of substitution), at any
meeting of Shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.
Section 5.4 Amendments. These By-Laws may at any time be repealed,
altered or amended by vote of the Directors or the Shareholders in accor
dance with Vermont law.
ARTICLE VI
NOTES, CHECKS, DRAFTS AND CONTRACTS
Section 6.1 Notes, Checks and Drafts. The notes, checks and drafts
of the Corporation shall be signed by such person or persons as the Board
of Direc tors may from time to time designate, and in the absence of such
designation, by the Treasurer. Manual signature or signatures shall be
required on all notes and drafts of the Corporation. In the case of checks
of the Corporation, either manual or facsimile signature or signatures may
be used.
Section 6.2 Contracts. Contracts of the Corporation shall be
executed by such person or persons as may be generally designated by the
Board of Directors and, in the absence of such designation, by the
President, a Vice-President or the Treasurer.
ARTICLE VII
INDEMNIFICATION
Section 7.1 Indemnification Policy. The Corporation shall
indemnify its Directors and Officers, and by action of its Directors, may
indemnify its employ ees and agents, against liability incurred by any of
them in their capacity as such, to the full extent permitted by and in
accordance with the laws of Vermont, as amended from time to time. Such
indemnification shall continue as to a person who has ceased to be a
Director, Officer, employee, or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.