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Exhibit 3.18
EXHIBIT A
BYLAWS
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation in the State of Delaware shall be at 1209 Orange Street, City of
Wilmington, County of New Castle. The name of the registered agent in charge
thereof is The Corporation Trust Company.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
other places either within or without the State of Delaware.
ARTICLE II
MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
CONSENT IN LIEU OF MEETING
SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such place, date, and hour
as shall be designated in the notice thereof.
SECTION 2. SPECIAL MEETINGS. A special meeting of the stockholders
for any purpose or purposes may be called by the Board, the Chairman of the
Board, the President, or the Secretary, to be held at such place, date, and hour
as shall be designated in the notice thereof.
SECTION 3. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Any corporate
action requiring a vote of stockholders may be taken without a meeting if the
holders of a majority of the Common Stock of the Corporation consent thereto in
writing, and the writing or writings are filed with the minutes of the meetings
of stockholders.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business, property, and affairs of the
Corporation shall be managed by or under the direction of the Board.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole Board. Each of the directors of the Corporation shall hold
office until the annual meeting next after his or her election and until his or
her successor shall be elected and shall qualify or until his or her earlier
death or resignation or removal in the manner hereinafter provided.
SECTION 3. RESIGNATION, REMOVAL, AND VACANCIES. Any director may
resign at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.
A director may be removed, either with or without cause, at any time
by vote of the holders of a majority of the Common Stock.
In case of any vacancy on the Board or in case of any newly created
directorship, a director to fill the vacancy or the newly created directorship
for the unexpired portion of the term being filled may be elected by a majority
of the directors of the Corporation then in office though less than a quorum.
SECTION 4. MEETINGS.
(A) ANNUAL MEETINGS. As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization and
the transaction of other business.
(B) OTHER MEETINGS. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of the Board, the President; or the
Secretary shall from time to time determine.
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(C) NOTICE OF MEETINGS. The Secretary shall give notice to each
director of each meeting, including the time and place of such meeting. Notice
of each such meeting shall be mailed to each director, addressed to him or her
at his or her residence or usual place of business, at least two days before the
day on which such meeting is to be held, or shall be sent to him or her by
telegraph, cable, wireless, or other form of recorded communication or be
delivered personally or by telephone not later than the day before the day on
which such meeting is to be held. Notice of any meeting shall not be required to
be given to any director who shall attend such meeting. A written waiver of
notice, signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to notice.
(D) PLACE OF MEETING. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.
(E) QUORUM AND MANNER OF ACTING. One third of the directors then in
office (but in no case less than two directors) shall be present in person at
any meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the vote of a majority of those directors present
at any such meeting at which a quorum is present shall be necessary for the
passage of any resolution or act of the Board, except as otherwise expressly
required by law or these Bylaws. In the absence of a quorum for any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given.
(F) ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board,
one of the following shall act as chairman of the meeting and preside thereat,
in the following order of precedence: the Chairman of the Board, the President,
and any director chosen by a majority of the directors present thereat.
The Secretary, or in the case of his or her absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as secretary
of the meeting and keep the minutes thereof.
SECTION 5. UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
corporate action requiring a vote of the Board may be taken without a meeting if
all members of the Board consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board.
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SECTION 6. COMPENSATION. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at meetings of the Board or of any
committee, or both, as the Board shall from time to time determine. The Board
may likewise provide that the Corporation shall reimburse each director or
member of a committee for any expenses incurred by him or her on account of his
or her attendance at any such meeting. Nothing contained in this Section shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
(including, but not limited to, an Executive Committee), each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs of the
Corporation and shall have such other duties and functions as shall be provided
in such resolution.
SECTION 2. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.
ARTICLE V
OFFICERS
SECTION 1. ELECTION AND APPOINTMENT AND TERM OF OFFICE. The officers
of the Corporation shall be a Chairman of the Board, a President, such number of
Vice Presidents (including any Executive and/or Senior Vice Presidents) as the
Board may determine from time to time, a Treasurer, a Secretary, and a
Controller. Each such officer shall be elected by the Board at its annual
meeting and shall hold office until the next annual meeting of the Board and
until his or her successor shall be elected or until his earlier death or
resignation or removal in the manner hereinafter provided.
The Board may elect or appoint such other officers (including one or
more Assistant Treasurers, one or more Assistant Secretaries, and one or more
Assistant Controllers) as it deems necessary, who shall have such authority and
shall perform such duties as the Board may prescribe.
If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board and until
his successor shall be elected or appointed or until his earlier death or
resignation or removal in the manner hereinafter provided.
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SECTION 2. RESIGNATION, REMOVAL, AND VACANCIES. Any officer may
resign at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective shall not be specified therein, then it shall
take effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.
All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board with or without cause.
A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.
SECTION 3. DUTIES AND FUNCTIONS.
(A) CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of the stockholders and shall have such additional powers and shall perform such
further duties as may, from time to time, be assigned to him or her by the Board
of Directors.
(B) THE PRESIDENT. The President shall be the chief operating officer
of the Corporation. He or she shall have general charge of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.
(C) VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.
(D) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.
(E) SECRETARY. The Secretary shall keep the records of all meetings
of the stockholders and of the Board. He or she shall affix the seal of the
Corporation on all deeds, contracts, bonds, or other instruments requiring the
corporate seal when the same shall have been signed on behalf of the Corporation
by a duly authorized officer.
(F) CONTROLLER. The Controller shall have charge of the accounting
records of the Corporation and shall be responsible for the preparation and
filing of all reports and returns relating to or based upon such accounting
records.
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ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers or other person
or persons to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances, and unless so authorized by the Board or by the
provisions of these Bylaws, no officer or other person shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount.
SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable papers shall be issued in its name, except by
such officer or officers or other person or persons as may be designated by the
Board from time to time. If and to the extent authorized by the Board, the power
to contract loans or issue negotiable papers may be delegated by any such
officer or officers or other person or persons.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of
exchange, and other orders for the payment of money, letters of credit,
acceptances, obligations, notes, and other evidences of indebtedness, bills of
lading, warehouse receipts, and insurance certificates of the Corporation shall
be signed or endorsed by such officer or officers or other person or persons as
may be designated by the Board from time to time. If and to the extent
authorized by the Board, the power to sign or endorse any such instrument may be
delegated by any such officer or officers or other person or persons.
SECTION 4. BANK ACCOUNTS. The Board may from time to time authorize
the opening and maintenance of general and special bank and custodial accounts
with such banks, trust companies, and other depositories as it may select.
Rules, regulations, and agreements applicable to such accounts may be made, and
changed from time to time, by the Board, including, but without limitation,
rules, regulations, and agreements with respect to the use of facsimile and
printed signatures. Any of such powers of the Board with respect to bank and
custodial accounts may be delegated by the Board to any officer or officers or
other person or persons as may be designated by the Board, and if and to the
extent authorized by the Board, any such power may be further delegated by any
such officer or officers or other person or persons.
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SECTION 5. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. The Board shall designate the officers of the Corporation who
shall have authority from time to time to appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation and to vote or consent in respect of such
stock or securities. Such designated officers may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and such
designated officers may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney, or other instruments as they may deem
necessary or proper in order that the Corporation may exercise such powers and
rights.
ARTICLE VII
BOOKS AND RECORDS
The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board, the Chairman of the Board,
the President, or the Secretary may from time to time determine.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS
The Corporation may indemnify, in accordance with and to the full
extent permitted by the laws of the State of Delaware as in effect at the time
of the adoption of this Article VIII or as such laws may be amended from time to
time, and shall so indemnify to the full extent required by such laws, any
person (and the heirs and legal representatives of such person) made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that such person is or was a director, officer, employee,
or agent of the Corporation or any constituent corporation absorbed in a
consolidation or merger, or serves or served as such with another corporation,
partnership, joint venture, trust, or other enterprise at the request of the
Corporation or any such constituent corporation.
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Notwithstanding any other provision of this Article VIII or the laws
of the State of Delaware to the contrary, no such person shall be entitled to
indemnification or the advancement of expenses pursuant to this Article VIII
with respect to any action, suit, or proceeding, or part thereof, brought or
made by such person against the Corporation, unless such indemnification or
advancement of expenses (i) is due to such person pursuant to the specific
provisions of any agreement in writing between such person and the Corporation
approved by the Corporation's Board of Directors or (ii) has been approved in
writing in advance of the commencement of such action, suit, or proceeding, or
part thereof, by or at the direction of the Corporation's Board of Directors.
Any indemnification or advancement of expenses pursuant to this Article VIII
shall only be made in the specific case by a separate determination made (i) by
a majority vote of the directors who are not parties to such action, suit, or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the Corporation's stockholders, as to entitlement
to advancement of expenses and/or indemnification, as the case may be.
ARTICLE IX
SEAL
The Board shall provide a corporate seal, which shall be in form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1999 Delaware."
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall end at the close of business
on the last Saturday in February and shall, in each case, begin at the opening
of business on the day next succeeding the last day of the preceding fiscal
year.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered or repealed by the vote of a majority of
the whole Board, subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board.
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