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Exhibit 3.79
BY-LAWS OF
NE ACQUISITION, INC.
ARTICLE I - OFFICES
The principal office of the Corporation shall be in the County of Erie,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.
2. ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.
3. SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.
4. FIXING 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 or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.
5. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less
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than three (3) nor more than fifty (50) days before the date of the meeting. If
action is proposed to be taken that might entitle shareholders to payment for
their shares, the notice shall include a statement of that purpose and to that
effect. If mailed, the notice is given when deposited in the United States mail,
with postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.
6. WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.
7. QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence
of a quorum.
8. PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
9. QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.
10. VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by
the certificate of incorporation:
A. Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;
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B. All other corporate action shall be authorized by a majority of
the votes cast.
11. WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.
2. NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.
3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.
5. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.
6. RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.
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8. ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the number of shares, if any, which he may hold.
9. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings
at the office of the Corporation or at such other places, either within or
without the State of New York, as it may from time to time determine.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.
11. NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.
A. Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.
B. A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.
12. CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.
13. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.
14. COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefore.
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15. TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.
16. DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.
ARTICLE IV - OFFICES
1. OFFICES, ELECTION, TERM.
A. Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.
B. All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.
C. Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
A. Any officer elected or appointed by the Board may be removed by
the Board with or without cause.
B. In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.
C. Any two (2) or more offices may be held by the same person.
D. The salaries of all officers shall be fixed by the Board.
E. The Directors may require any officer to give security for the
faithful performance of his duties.
3. PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions
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of the Board are carried into effect.
4. VICE-PRESIDENTS. During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.
5. SECRETARY. The Secretary shall:
A. Attend all meetings of the Board and of the shareholders;
B. Record all votes and minutes of all proceedings in a book to be
kept for that purpose;
C. Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;
D. Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;
E. When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;
F. Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;
G. Perform such other duties as may be prescribed by the Board.
6. ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.
7. TREASURER. The Treasurer shall:
A. Have the custody of the corporate funds and securities;
B. Keep full and accurate accounts of receipts and disbursements in
the corporate books;
C. Deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board;
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D. Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;
E. Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;
F. Render a full financial report at the annual meeting of the
shareholders is so requested;
G. Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;
H. Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.
8. ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.
9. SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.
2. LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sum with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
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3. TRANSFERS OF SHARES.
A. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten (10) days preceding the annual
meeting of shareholders.
B. The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of New York.
4. CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.
ARTICLE VI - DIVIDENDS
Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.
ARTICLE VII - CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
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ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin on the 1st day of May in each year.
ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI - BY-LAW CHANGES
1. AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
A. Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.
B. If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.
ARTICLE XII - INDEMNIFICATION
The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer
of the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.
The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses
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incurred in defending a threatened action or a pending action which is settled
for or otherwise disposed of without court approval.