BY - LAWS
of
COYNE INTERNATIONAL ENTERPRISES CORP.
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ARTICLE I
Stockholders Meeting
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Section 1. Annual Meeting. The annual meeting of the stockholders shall
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be held on the fourth Friday of January each year at 10:30 o'clock A.M. in the
forenoon, at the principal office of the corporation, or such places as the
Board of Directors shall authorize. If such date shall be a legal holiday, the
meeting shall be held on the next secular day following at the same hour.
Notice of such meeting shall be given by the Secretary as required by law, by
serving personally or by mailing not less than ten days and not more than forty
days previous to such meeting, postage prepaid, a copy of such notice, addressed
to each stockholder of record. Any and all notices of such meeting may be
waived by any stockholder by written waiver or by personal attendance thereat.
Section 2. Special Meetings. Special meetings of stockholders for any
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purpose other than those regulated by statute may be called by a resolution of
the majority of the Board of Directors upon ten days notice to each stockholder
of record. Such notice shall be given by the Secretary and shall contain a
statement of the business to be transacted at such meeting. It shall be served
personally or sent by mail addressed to each stockholder of record at his last
known Post Office Address.
The Board of Directors shall also in like manner call a special
meeting of the stockholders whenever so requested in writing by stockholders
representing not less than 50% of the capital stock of the Company.
The President may, in his discretion, call a special meeting of
stockholders upon ten days notice by mail, addressed to the stockholders as
their respective addresses appear upon the books of the corporation.
No business other than that specified in the call for the
meetings shall be transacted at any special meeting of the stockholders. Notice
of special meeting may be waived by any stockholder by written waiver or by
personal attendance thereat.
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Section 3. Voting. Stockholders entitled to vote at meetings may do so in
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person or by proxy appointed by an instrument in writing subscribed by the
stockholder or by his duly authorized attorney. Each stockholder shall be
entitled to one vote for each share of voting stock registered in his name on
the books of the Company. The Board of Directors is authorized to fix in
advance by resolution a record date for the determination of the stockholders
entitled to notice of and to vote at any meetings of stockholders.
Section 4. Quorum. The holders of shares of any class, having voting
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power aggregating such number of the issued and outstanding shares of such class
as may be required by the Certificate of Incorporation (or any amendments
thereto then in effect) or, in the absence of such requirement, aggregating at
least a majority of such shares, present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of any
business or specified item of business, except as otherwise provided by statute.
However, a lesser number when not constituting a quorum may adjourn a stated
meeting to a date certain by giving 5 days written notice to the other
stockholders of such adjourned meeting.
Section 5. Manner of Voting at Stockholders' Meeting. At all meetings of
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stockholders, except as otherwise expressly provided by the Certificate of
Incorporation (and any amendments thereto then in effect) or by statute, the
voting shall be determined by a majority vote of the shares of capital stock
present in person or by proxy, provided, however, that any qualified voter may
demand a stock vote, and in that case, such stock vote shall immediately be
taken. Except as otherwise expressly provided by statute or by these By-laws,
all voting shall be viva voce except that stock vote shall be by ballot, each of
which shall state the name of the stockholder voting and the number of shares of
stock owned and voted by him, and if such ballot be cast by proxy, it shall also
state the name of such proxy.
ARTICLE II
Directors
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Section 1. Number. The affairs and the business of the company shall be
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managed by a Board of at least three (3) and not more than ten (10) directors
who need not be stockholders of the Corporation. The number of directors shall,
within the limits prescribed in this Section, be determined from time to time by
resolution of the Board of Directors.
Section 2. How elected. At the annual meeting the persons duly elected by
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the votes cast at the election held thereat shall become the directors for the
ensuing year.
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Section 3. Term of Office. The term of office of each of the directors
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shall be until the next meeting of stockholders and thereafter until a successor
be elected.
Section 4. Duties of Directors. The Board of Directors shall have the
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control and general management of the affairs and business of the Corporation.
Such directors shall in all cases act as a Board regularly convened by a
majority, and they may adopt such rules and regulations for the conduct of their
meetings, and the management of the Corporation as they may deem proper, not
inconsistent with these By-laws and the laws of the State of New York, and in
conformity with the Certificate of Incorporation and any amendments thereto then
in effect.
Section 5. Directors' Meetings. Regular meetings of the Board of
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Directors shall be held immediately following the annual meetings of
stockholders. Special meetings of the Board of Directors may be called by the
President in his discretion at any time and shall be called upon the written
request of two directors.
Notice of special meetings of the Board of Directors shall be
given by service upon each director in person or by mailing to him at his last
known Post Office address, at least five days before the date therein designated
for such meetings, including the day of mailing, a notice thereof specifying the
time and place of such meeting.
In case of special meetings, such notice shall specify the
business to be brought before the meeting and no business other than that
specified in such notice shall be transacted at any special meeting.
Any and all notices of meeting may be waived by any director by
written waiver or by personal attendance thereat.
At any meeting of the Board a lawful quorum, and the number of
votes necessary for the transaction of business or any specified item of
business thereat shall consist of such number of the directors as shall be
specified in the Certificate of Incorporation (and amendments thereto then in
effect) or, in the absence of such specification, a majority of the whole number
of directors; but in the event of a quorum not being present, a lesser number
may adjourn the meeting to some future time not more than twenty days later.
At all meetings of the Board of Directors each director is to
have one vote, irrespective of the number of shares of stock of the Company that
he may hold.
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At any meeting at which every member of the Board of Directors
shall be present, though held without notice, any business may be transacted
which might have been transacted if the meeting had been duly called.
See Amendment Page B-1 (Stockholder - 3/26/75) (Stockholder -1/27/78)
Section 6. Vacancies. Whenever any vacancy shall occur in the Board of
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Directors by death, resignation or otherwise, the same shall be filled without
undue delay by a majority vote by ballot of the remaining members of the Board
at a special meeting which shall be called for that purpose. Such special
meeting shall be held within thirty days after the occurrence of such vacancy.
The person so chosen shall hold office until his successor shall have been
elected at a special or annual meeting of the stockholders. New places on the
Board due to increases in the number of directors may be filled prior to any
election by stockholders for a term lasting until such election by the vote of
the majority of the Board of Directors.
Section 7. Removal of Directors. Any one or more of the Directors may be
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removed, for cause, at any time by a vote of the stockholders holding a majority
of the stock at any special meeting called for such purpose.
ARTICLE III
Officers
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Section 1. Number of Officers. The officers of the Company shall be a
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President, a Vice President, a Treasurer, a Secretary and an Assistant Secretary
and any officer may hold more than one office, except that the office of
President and Secretary shall not be held by the same person. The Board of
Directors may appoint such other officers, agents and employees as in their sole
discretion they shall deem advisable, who shall be subject to recall at all
times by a majority vote of the Board of Directors.
Section 2. Election of Officers. The officers of the Company shall be
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elected annually by the Board of Directors at its meeting held immediately after
the annual meeting of stockholders and shall hold office for one year and until
their successors have been duly elected and qualified.
Section 3. Removal of Officers. Any officer may be removed at any special
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meeting of the Board called for that purpose at which a majority of the
Directors are present.
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Section 4. President. The President shall when present preside at all
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meetings of the Directors, unless the Board shall have elected a Chairman from
their number, and act as temporary Chairman at and call to order all meetings of
the stockholders, and regulate the order of business thereat, and he shall have
power to call special meetings of the stockholders and directors for any purpose
or purposes, appoint and discharge and fix the compensation, subject to the
approval of the directors, of all employees and agents of the Company and fix
their compensation, make and sign contracts and agreements in the name and
behalf of the Company; he shall see that the books, reports, statements and
certificates required by the statute under which this Company is organized or
any other laws applicable thereto are properly kept, made and filed according to
law; and he shall enforce these By-laws and generally do and perform all acts
incident to the office of President or which are authorized or required by law.
Section 5. Vice President. In the absence of or inability of the
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President to act, the Vice President shall perform the duties of the President
and shall perform such other functions as the Board of Directors may from time
to time designate.
Section 6. The Secretary. The Secretary, or Assistant Secretary, shall:
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(a) Keep the Minutes of the meetings of the
Board of Directors and of the stockholders
in appropriate books
(b) Give and serve all notice of all meetings of
the Company
(c) Be custodian of the records and of the seal
of the Company and affix the latter when
required and may sign all certificates of
stock not countersigned by the Treasurer
(d) Keep the stock and transfer books in such a
manner as to show at any time the amount of
capital stock, the manner and the time the
same was paid for, the names of the owners
respective places of residence or their Post
Office addresses, the number of shares owned
by each of them and the time at which each
person became owner, and keep such stock and
transfer book open daily during the usual
business hours at the office of the Company
subject to the inspection of any person duly
authorized, as prescribed by law
(e) Lay before the Board of Directors at their
stated meetings all communications addressed
to him officially by the President or any
officer or shareholder of the Company, and
attend to all correspondence incident to the
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office of Secretary.
Section 7. The Treasurer. The Treasurer shall:
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(a) Have the care and custody of and be
responsible for all the funds and
securities of the Company and deposit
of such funds and securities in the
name of the Company in such a bank and
safe deposit vaults as the Directors may
designate
(b) Exhibit at all reasonable times his books
and accounts to any director or stockholder
of the Company upon application at the
office of the Company during business hours
(c) Have the right to countersign all certificates
of stock signed by the President or Vice
President
(d) Render a statement of the condition of the
finances of the Company at each stated meet-
ing of the Board of Directors if called upon
to do so, and a full financial report at the
annual meeting of the stockholders. He
shall keep at the office of the Corporation
books of account of all its business and
transactions and such books of account as
the Board of Directors may require. He
shall do and perform all duties pertaining
to the office of Treasurer.
Section 8. Duties of Officers May be Delegated. In the case of the
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absence of any officer of the Corporation or for any reason that the Board may
deem sufficient, the Board may, except as specifically otherwise provided in
these By-Laws, delegate the powers or duties of such officers to any other
officer or any director for the time being, provided a majority of the entire
Board concur therein.
Section 9. Vacancies - How Filled. Should any vacancy occur by death,
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resignation or otherwise, the same shall be filled, without undue delay, by the
Board of Directors at its next regular or at a special meting called for that
purpose.
Section 10. Compensation of Officers. The officers shall receive such
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salary or compensation as may be determined by the Board of Directors.
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ARTICLE IV
Certificates of Stock
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Section 1. Issue of Certificate of Stock. The President shall
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cause to be issued to each stockholder one or more certificates, under the seal
of the Corporation, signed by the President (or Vice President) and the
Treasurer (or Secretary) certifying the number of shares owned by him in the
Corporation.
Section 2. Transfer of Shares. The shares of stock of the
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Corporation shall be transferable only upon its books by the registered holders
thereof in person or by their duly authorized attorneys or legal
representatives, surrender of the old certificates to the Secretary, or to such
other person as the Directors may designate, by whom they shall be cancelled and
new certificates shall thereupon be issued. The Board of Directors shall have
authority to fix in advance by resolution a record date for the determination of
the stockholders entitled to notice of and to vote at any meeting of
stockholders.
Section 3. Lost Certificates. If the holder of any stock shall lose
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the certificate thereof, he shall immediately notify the Company of the facts
and the Board of Directors may then cause a new certificate to be issued to him
subject to the deposit of a bond or other indemnity in such form and with such
sureties, if any, as the Board may require.
ARTICLE V
Seal
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The seal of the Corporation shall be as follows:
ARTICLE VI
Dividends
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The Board of Directors shall by vote declare dividends from the
surplus of the Corporation as provided and permitted by law, whenever in their
opinion the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
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ARTICLE VII
Negotiable Instruments
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All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate.
ARTICLE VIII
Amendments
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These By-laws may be amended, altered or added to by the vote of the
Board of Directors of this Corporation at any regular meeting of said Board, or
at a special meeting of Directors called for that purpose, provided a quorum of
the Directors is present at such regular or special meeting. These By-laws, and
any amendments thereto and new By-laws added by the Directors may be amended,
altered or replaced by the stockholders at any annual or special meeting of the
stockholders. Whenever any provision of these By-laws or any amendment thereto
shall conflict with a provision in the Certificate of Incorporation (and any
amendment thereto then in effect), the applicable provisions in such Certificate
(so amended) shall prevail and control.
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Amendment to By-laws - by Consent of Sole Shareholder of Voting Shares - March
26, 1975:
Section 5, Directors' Meetings, of Article II, Directors, is amended by the
addition of the following paragraph at the end of the Section:
"Any action required or permitted to be taken by the Board or any
committee thereof may be taken without a meeting if all members of the Board or
of the committee consent in writing to the adoption of a resolution authorizing
the action. The resolution and the written consents thereto by the members of
the Board or committee shall be filed with the Minutes of the proceedings of the
Board or committee."
Amendment to By-Laws - by annual meeting of the Shareholder -January 27, 1978:
Section 5, Directors' Meetings, of Article II, Directors, is amended by the
addition of the following paragraph at the end of the Section:
"Any one or more members of the Board or any committee thereof may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting."
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