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Exhibit 3.30
CRITICS' CHOICE VIDEO, INC.
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B Y L A W S
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ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. Meetings of the shareholders for the election
of directors shall be held at such place, either within or without the State of
Illinois, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. Annual meetings of shareholders shall be held on a date and time
designated by the board of Directors consistent with the Illinois Business
Corporation Act, at which meetings they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting. (Amended 09/08/88)
SECTION 2. SPECIAL MEETNGS. Special meetings of the shareholders may be
called either by the president, by the board of directors or by the holders of
not less than one-fifth of all the outstanding shares of the corporation
entitled to vote, for the purpose of purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting by otherwise called, the place of meeting shall be held at the principal
office of the corporation.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and
hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by
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At the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at this address as it
appears on the records of the corporation, with postage thereon prepaid. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders for any other purpose shall be the date on
which the board of directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.
Section 6. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be kept on file at the registered
office of the corporation and shall be open to inspection by any shareholder for
any purpose germane to the meeting, at any time during usual any purpose germane
to the meeting, 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 may be inspected
by any shareholder during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in this State, shall be
prima facie evidence as to who are the share holders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
Section 7. Quorum. The holders of a majority of the outstanding shares of
the corporation entitled to vote on a matter present in person or represented by
proxy shall constitute a quorum at any meeting of shareholders; provided that if
less than a majority of the outstanding shares are represented at said meeting,
a majority of the shares so represented may adjourn the meeting a any time
without further notice. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Business Corporation Act of 1983 ("Business Corporation Act"),
the Articles of Incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 8. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person
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or persons to act for him by proxy, but no such proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
No proxy shall be solicited by means of any communication containing a
statement which, at the time and in the light of the circumstances under which
it is made, is false or misleading with respect to any material fact or which
omits to state any material fact necessary to order that the statements made not
be false or misleading.
Section 9. VOTING OF SHARES. Each outstanding share, of each class of
shares entitled to vote on a matter, shall be entitled to one vote upon each
matter submitted to a vote a a meeting of shareholders, and in all elections for
directors, every shareholder shall have the right to vote the number of shares
owned by such shareholder for as many persons as there are directors to be
elected, or to cumulate such votes and give one candidate as many votes as shall
equal the number of directors multiplied by the number of such shares or to
distribute such cumulative votes in any proportion amount any number of
candidates.
Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of a corporation
held by the corporation in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares entitled to vote
at any given time.
Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. A corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporation shareholder to the corporation as a
person or an office authorized to vote such shares. Such persons and offices
indicated shall be registered by the corporation on the transfer books for
shares and included in any voting list.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise present
their share, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust
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agreement shall not become effective until a counterpart of the agreement shall
not become effective until a counterpart of the agreement is deposited with the
corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and shall be subject
to examination by any holder of a beneficial interest in the voting trust,
either in person or by agent or attorney, at any reasonable time for any proper
purpose.
Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.
Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in
the Articles of Incorporation, any action required to be taken at any annual or
special meeting of the shareholders of the corporation, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed (a) if 5 days prior notice of the proposed action is
given in writing to all of the shareholders the proposed action is given in
writing to all of the shareholders entitled to vote with respect to the subject
matter thereof, by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voting or (b) by all of the shareholders entitled to vote with respect to the
subject matter thereof.
Prompt notice of the taking of the corporation action without a meeting by
less than unanimous written consent shall be given in writing to those
shareholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a certificate
under any Section of the Business Corporation Act if such action had been voted
on by the shareholders at a meeting thereof, the certificate filed under such
Section shall state, in lieu of any statement required by such Section
concerning any vote of shareholders, that written consent has been given in
accordance with the provisions of Section 7.10 of the Business Corporation Act
and that written notice has been given as provided in such Section.
SECTION 13. VOTING BY BALLOT. Voting on any question or in any election may
be by voice unless the presiding officer shall order or any shareholder shall
demand the voting be by ballot.
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ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the corporation shall be
managed by or under the direction of its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
which shall constitute the whole board shall be such number, not less than one
nor more than three, as may be determined from time to time by resolution duly
adopted by the Board. Each director shall hold office until the next annual
meeting of shareholders or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
Corporation. (Amended 09/08/88)
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held immediately after the annual meeting of shareholders. The board of
directors may provide, by resolution, time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or any director. The person
or persons authorized to call special meetings of the board of directors may fix
any place as the place for holding any special meeting of the board of directors
called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
three (3) days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors
present at a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute, these by-laws, or the
Articles of Incorporation.
SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of election at an annual meeting or at a
special meeting of shareholders called for that purpose.
SECTION 9. ACTION WITHOUT A MEETING. Unless specifically prohibited by the
Articles of Incorporation, any action required to be taken at a meeting of the
board of directors, or any other
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action which may be taken at a meeting of the board of directors, or of any
committee thereof may be taken without a meeting of the board of directors, or
of any committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the directors entitled
to vote with respect to the subject matter thereof, or by all the members of
such committee, as the case may be. Any such consent signed by all the directors
or all the members of the committee shall have the same effect as a unanimous
vote, and may be stated as such in any document filed with the Secretary of
State or with anyone else.
SECTION 10. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any
corporation matter is taken shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
SECTION 12. COMMITTEES. The board of directors by resolution adopted by a
majority of the number of directors by resolution adopted by a majority of the
number of directors fixed by the by-laws or otherwise may create one or more
committees and appoint members of the board to serve on the committee or
committees. Each committee shall have two or more members, who serve at the
pleasure of the board.
Unless the appointment by the board of directors requires a greater number,
a majority of any committee shall constitute a quorum and a majority of a quorum
is necessary for committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of the by-laws or
action by the board of directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice required therefor.
To the extent specified by the board of directors or in the Articles of
Incorporation, each committee may exercise the authority of the board of
directors, provided, however, a committee may not:
(a) authorize distributions;
(b) approve or recommend to shareholders any act required to be approved
by shareholders;
(c) fill vacancies on the board or on any of its committees;
(d) elect or remove officers or fix the compensation of any member of the
committee;
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(e) adopt, amend or repeal the by-laws;
(f) approve a plan of merger not requiring share holder approval;
(g) authorize or approve reacquisition of shares, except according to a
general formula or method prescribed by the Board;
(h) authorize or approve the issuance or sale, or contract for sale, of
share or determine the designation and relative rights, preferences,
and limitations of a series of shares, except that the board may
direct a committee to fix the specific terms of the issuance or sale
or contract for sale or the number of shares to be allocated to
particular employees under an employee benefit plan; or
(i) amend, alter, repeal, or take action inconsistent with any resolution
or action inconsistent with any resolution or action of the board of
directors when the resolution or action of the board of directors
provides by its terms that it shall not be amended, altered or
repealed by action of a committee.
SECTION 13. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice of the board of directors. One of more of the
directors may be removed, with or without cause, at a meeting of shareholders by
the affirmative vote of the holders of a majority of the outstanding shares then
entitled to vote at an election of directors, except as follows:
(a) No director shall be removed at a meeting of shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to vote upon
the removal of one or more directors named in the notice. Only the named
director or directors may be removed at such meeting.
(b) If less than the entire board is to be removed, no director may be
removed, with or without cause, if the votes case against his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
board of directors.
SECTION 14. TELEPHONIC MEETINGS. The board of directors or any committee of
the board of directors may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such meeting shall constitute attendance and
presence in person at the meeting of the person or persons so participating.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a president, a
chief executive officer, a secretary, and such other officers as may be elected
or appointed by the board of directors. Any two or more offices may be held by
the same person.
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SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the meeting of the board
of directors held after each annual meting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the board of directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election of an officer shall not of itself create
contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD. The
chief executive officer shall be the chairman of the board. He shall oversee the
long-term direction of the corporation; he shall see that the resolutions and
directors of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; he shall be responsible for the maintenance of
adequate books of account for the corporation; he shall have change and custody
of all funds and securities of the corporation, and be responsible therefor and
for the receipt and disbursement thereof, subject to the limits set forth in
Article V of these by-laws; and he shall perform all the duties incident to his
office and such other duties as from time to time may be assigned to him by the
president or by the board of directors. In his capacity as chairman of the board
he shall preside over meetings of the board of directors.
SECTION 5. PRESIDENT AND CHIEF OPERATING OFFICER. The president shall be
the chief operating officer of the corporation. Subject to the direction and
control of the board of directors, he shall be in charge of the business of the
corporation; and, in general, he shall discharge all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time. He shall preside at all meetings of the
shareholders. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, and he may
accomplish such execution either under or without the seal of the corporation
and either individually or with the secretary, any assistant secretary, or any
other officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument. He may vote all securities which the
corporation is entitled to vote except as and to the extent such authority shall
be vested in a different officer or agent of the corporation by the board of
directors.
SECTION 6. THE TREASURER. The treasurer shall assist the chief executive
officer and the chief operating officer in the discharge of their duties
concerning the maintenance of adequate books of account, and the custody and
disbursement of all corporate funds and securities and shall perform such other
duties as from time to time may be assigned to him by the president or by the
board of directors. In the absence of the chief executive officer or in the
event of his inability or refusal to act, the treasurer shall perform the duties
of the chief executive officer, and when so acting, shall have all the powers of
the chief executive officer.
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SECTION 7. THE SECRETARY. The secretary shall; (a) record the minutes of
the shareholders' and the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law: (c) be the
provisions of these by-laws or as required by law: (c) be custodian of the
corporate records and of the seal of the corporation; (d) keep a register of the
post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
or any other officer thereunto authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board
different mode of execution is expressly prescribed by the board of directors,
and any contracts, deeds, mortgages, bonds, or other instrument, except when a
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board different mode of execution is
expressly prescribed by the board different mode of execution is expressly
prescribed by the board different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer or the secretary, respectively, or by the
president or the board of directors. The assistant secretary may sign with the
president, or any other officer authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors or these by-laws.
SECTION 9. SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS ETC. Either the chief executive officer or the
chief operating officer may sign for all checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, provided such checks, drafts, orders for
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payment of money, notes or other evidences of indebtedness are incurred for
purchasing merchandise for the corporation to sell, or are incurred for
catalogue production expresses. The chief executive officer and the chief
operating officer may incur and sign evidence of payment for all other expenses,
up to a maximum of Twenty-Five Thousand Dollars ($25,000.00); provided; however,
neither the chief executive officer nor the chief operating officer shall have
the authority to incur or make payment of any such expense in excess of said
limit, wihtout first obtaining the approval and signature of either the
treasurer or secretary.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.
ARTICLE VI
CERTIFICATES FOR SHARES AND
THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The issued shares of the corporation
shall be represented by certificates or shall be uncertificated shares.
Certificates representing shares of the corporation shall be signed by the
president or a vice--president or by such officer as shall be designated by
resolution of the board of directors and by the secretary or an assistant
secretary, and may be sealed with the seal or a facsimile of the seal of the
corporation. If both of the signatures of the officers be by facsimile, the
certificate shall be manually signed by or on behalf of a duly authorized
transfer agent or clerk. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also state the name of
the person to whom issued, the number and class of shares (with designation of
series, if any), the date of issue, that the corporation is organized under
Illinois law, and the par value or a statement that the shares are without par
value. If the corporation is authorized and does issue shares of more than one
class or of series within a class, the certificate shall also contain such
information or statement as may be required by law.
No certificate shall be issued for any shares until such shares are fully
paid.
The name and address of each shareholder, the number and class of shares
held and the date on which the certificates for the shares were issued shall be
entered on the books of the corporation. 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.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares
allegedly has been lost or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it may
impose.
SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, shall be made on surrender for cancellation of
the certificate for such shares. A certificate presented for transfer must be
duly endorsed and proper guaranty of signature and other appropriate assurances
that the endorsement is effective may be required.
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Unless otherwise provided by the Articles of Corporation, or by these
by-laws, the board of directors may provide by resolution that some or all of
any or all classes and series of resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Within shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates. Except as otherwise expressly provided by law, the
rights and obligations of the holders of provided by law, the rights and
obligations of the holders of uncertificated shares and rights and obligations
of the holders of certificates representing shares of the same class and series
shall be identical.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
ARTICLE VIII
DISTRIBUTIONS
The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restriction in the Article of
Incorporation and subject also to the limitations following:
No distribution may be made if, after giving it effect:
(a) The corporation would be insolvent; or
(b) The net assets of the corporation would be less than zero or less than
the maximum amount payable at the time of distribution to shareholders
having preferential rights in liquidation if the corporation were then
to be liquidated.
The board of directors may base a determination that a distribution may be
made either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.
The effect of a distribution shall be measured as of the earlier of:
(a) the date of its authorization if payment occurs within 120 days after
the date of authorization or the date of payment if payment occurs
more than 120 days after the ate of authorization; or
(b) In the case of distribution by purchase, redemption, or other
acquisition of the corporation's shares, the earlier of (I) the date
money or other property is transferred or debt incurred by the
corporation of (ii) the date shareholders cease to be shareholders.
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ARTICLE IX
SEAL
The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Illinois." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act, a waiver thereof in writing, signed
by the person or person entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
The By-laws of the corporation may be amended, altered, or repealed by the
shareholders or the board of directors, but no by-law adopted by the
shareholders may be altered, amended, or repealed by the board of directors.
ARTICLE XII
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
(a) The corporation shall and does hereby indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation of, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.
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(b) The corporation shall and does hereby indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right to the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to the best interests of the corporation, provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case,
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (a) or (b). Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceedings, or (2) if such a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he or she is entitled to be indemnified by the corporation as
authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and 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 a
person.
(g) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any
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such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions of this Article.
(h) If a corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
(i) for purposes of this Article, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.
(j) For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involved services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article.
ARTICLE XIII
FUTURE AMENDMENTS TO BUSINESS CORPORATION ACT
In the event the Business Corporation Act is amended after the adoption of
these by-laws in a manner which makes these by-laws conflict with the Business
Corporation Act, these by-laws shall be deemed to be amended to comport with
such conflicting provisions of the amended Business Corporation Act.