EXHIBIT 3.21(b)
BYLAWS FOR THE REGULATION OF
SOL L. RABIN, INC.
a California corporation
ARTICLE I
Principal Executive Office
The principal executive office of the corporation shall be 800 West
Sixth Street, Los Angeles, California.
ARTICLE II
Meeting of Shareholders
Section 2.01 Annual Meetings. The annual meeting of shareholders
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shall be held on the second Wednesday of May in each year (or, should such day
fall upon a legal holiday, then on the first day thereafter which is not a legal
holiday) at 10:00 o'clock A.M., or at such other time and on such other date as
the board of directors shall determine. At each annual meeting directors shall
be elected and any other proper business may be transacted.
Section 2.02 Special Meetings. Special meetings of shareholders may
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be called by the board of directors, the chairman of the board (if there be such
an officer), the president, or the holders of shares entitled to cast not less
than ten percent (10%) of the votes at such meeting. Each special meeting shall
be held at such date and time as is requested by the person or persons calling
the meeting within the limits fixed by law.
Section 2.03 Place of Meetings. Each annual or special meeting of
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shareholders shall be held at such location as may be determined by the board of
directors, or if no such determination is made, at such place as may be
determined by the chief executive officer, or by any other officer authorized by
the board of directors or the chief executive officer to make such
determination. If no location is so determined, any annual or special meeting
shall be held at the principal executive office of the corporation.
Section 2.04 Notice of Meetings. Notice of each annual or special
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meeting of shareholders shall contain such information, and shall be given to
such persons at such time, and in such manner, as the board of directors shall
determine, or if no such determination is made, as the chief executive officer,
or any other officer so authorized by the board of directors or the chief
executive officer, shall determine, subject to the requirements of applicable
law.
Section 2.05 Conduct of Meetings. Subject to the requirements of
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applicable law, all annual and special meetings of shareholders shall be
conducted in accordance with such rules and procedures as the board of directors
may determine and, as to matters not governed by such rules and procedures, as
the chairman of such meeting shall determine. The chairman of any annual or
special meeting of shareholders shall be designated by the board of directors
and, in the absence of any such designation, shall be the chief executive
officer of the corporation.
ARTICLE III
Directors
Section 3.01 Number. The number of directors of the corporation shall
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be three until changed in accordance with applicable law.
Section 3.02 Meetings of the Board. Each regular and special meeting
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of the board shall be held at a location determined as follows: The board of
directors may designate any place, within or without the state of California,
for the holding of any meeting. If no such designation is made, (i) any meeting
called by a majority of the directors shall be held at such location, within the
county of the corporation's principal executive office, as the directors calling
the meeting shall designate; and (ii) any other meeting shall be held at such
location, within the
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county of the corporation's principal executive office, as the chief executive
officer may designate, or in the absence of such designation, at the
corporation's principal executive office. Subject to the requirements of
applicable law, all regular and special meetings of the board of directors shall
be conducted in accordance with such rules and procedures as the board of
directors may approve and, as to matters not governed by such rules and
procedures, as the chairman of such meeting shall determine. The chairman of any
regular or special meeting shall be designated by the directors and, in the
absence of any such designation, shall be the chief executive officer of the
corporation.
ARTICLE IV
Indemnification of Directors,
Officers, and Other Corporate Agents
Section 4.01 Indemnification. This corporation shall indemnify and
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hold harmless each "agent" of the corporation, as the term "agent" is defined in
Section 317(a) of the California General Corporation Law (the "Law"), from and
against any expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any "proceeding" (as defined in said
Section 317(a)) to the full extent permitted by applicable law. The corporation
shall advance to its agents expenses incurred in defending any proceeding prior
to the final disposition thereof to the full extent and in the manner permitted
by applicable law.
Section 4.02 Right to Indemnification. This section shall create a
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right of indemnification for each person referred to in Section 4.01, whether or
not the proceeding to which the indemnification relates arose in whole or in
part prior to adoption of such section and in the event of death such right
shall extend to such person's legal representatives. The right of
indemnification hereby given shall not be exclusive of any other rights such
person may have
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whether by law or under any agreement, insurance policy, vote of directors or
shareholders, or otherwise.
Section 4.03 Insurance. The corporation shall have power to purchase
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and maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability.
ARTICLE V
Officers
Section 5.01 Officers. The corporation shall have a president, a
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chief financial officer, a secretary, and such other officers, including a
chairman of the board, as may be designated by the board. Unless the board of
directors shall otherwise determine, the president shall be the chief executive
officer of the corporation. Officers shall have such powers and duties as may be
specified by, or in accordance with, resolutions of the board of directors. In
the absence of any contrary determination by the board of directors, the chief
executive officer shall, subject to the power and authority of the board of
directors, have general supervision, direction, and control of the officers,
employees, business, and affairs of the corporation.
Section 5.02 Limited Authority of Officers. No officer of the
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corporation shall have any power or authority outside the normal day-to-day
business of the corporation to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable in connection with any
transaction unless so authorized by the board of directors.
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ARTICLE VI
Amendments
New bylaws may be adopted or these bylaws may be amended or repealed
by the shareholders or, except for Section 3.01, by the directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Sol L. Rabin,
Inc., a California corporation; and
2. That the foregoing bylaws, comprising 6 pages, constitute the
bylaws of said corporation as duly adopted by action of the Incorporator of the
corporation duly taken on January 5, 1982.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 5th day of January, 1982.
/s/ Sol L. Rabin
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[Seal]