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Exhibit 3.22
BYLAWS
OF
JCG HOLDINGS (USA), INC.
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of stockholders shall be held each
year at the place, date and time determined by the Board of Directors or the
President, provided that the date of the meeting is within six (6) months after
the end of the fiscal year of the corporation. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the
Certificate of Incorporation (as may be amended or restated from time to time,
the "Certificate of Incorporation") or by these Bylaws, may be specified by the
Board of Directors or the President. If no annual meeting has been held on the
date fixed above, a special meeting in lieu thereof may be held or there may be
action by written consent of the stockholders on matters to be voted on at the
annual meeting, and such special meeting or written consent shall have for the
purposes of these Bylaws or otherwise all the force and effect of an annual
meeting.
2. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if
any, the President or a majority of the Directors. Such request shall state the
purpose or purposes of the proposed meeting.
3. NOTICE OF MEETINGS. A written notice stating the place, date and hour
of all meetings of stockholders, and in the case of special meetings, the
purposes of the meeting shall be given by the Secretary (or other person
authorized by these Bylaws or by law) not less than ten (10) nor more than sixty
(60) days before the meeting to each stockholder entitled to vote thereat and
to each stockholder who, under the Certificate of Incorporation or under these
Bylaws is entitled to such notice, by delivering such notice to him or her or by
mailing it, postage prepaid, and addressed to such stockholder at his or her
address as it appears in the records of the corporation. Notice need not be
given to a stockholder if a written waiver of notice is executed before or after
the meeting by such stockholder, if communication with such stockholder is
unlawful, or if such stockholder attends the meeting in question, unless such
attendance was for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened. If a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place are announced
at the meeting at which the adjournment is taken, except that if the adjournment
is for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
4. QUORUM. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum. Any
meeting may be adjourned from time to time by a majority of the votes properly
cast upon the question, whether or not a quorum
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is present. The stockholders present at a duly constituted meeting may continue
to transact business until adjournment notwithstanding the withdrawal of enough
stockholders to reduce the voting shares below a quorum.
5. VOTING AND PROXIES. Stockholders shall have one vote for each share of
stock entitled to vote owned by them of record according to the books of the
corporation unless otherwise provided by law or by the Certificate of
Incorporation. Stockholders may vote either in person or by written proxy or
express directly or by written proxy their consent or dissent to a
corporate action taken without a meeting, but no proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period or is irrevocable and coupled with an interest. Proxies shall be filed
with the Secretary of the meeting, or of any adjournment thereof. Except as
otherwise limited therein, proxies shall entitle the persons authorized thereby
to vote at any adjournment of such meeting.
6. ACTION AT MEETING. When a quorum is present, any matter before the
meeting shall be decided by vote of the holders of a majority of the shares of
stock voting on such matter except where a larger vote is required by law, by
the Certificate of Incorporation or by these Bylaws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Certificate of Incorporation or by
these Bylaws. The corporation shall not directly or indirectly vote any share of
its own stock; provided, however, that the corporation may vote shares which it
holds in a fiduciary capacity to the extent permitted by law.
7. ACTION WITHOUT A MEETING. Any action required or permitted by law to
be taken at any annual or special meeting of stockholders, may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
all of the outstanding shares of stock 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 voted and shall be
delivered to the corporation by delivery to its registered office, by hand or by
certified mail, return receipt requested or to the corporation's principal place
of business or to the officer of the corporation having custody of the minute
book. Every written consent shall bear the date of signature and no written
consent shall be effective unless, within sixty (60) days of the earliest dated
consent delivered pursuant to these Bylaws, written consents signed by a
sufficient number of stockholders entitled to take action are delivered to the
corporation in the manner set forth in these Bylaws. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
8. STOCKHOLDER LISTS. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten (10) days prior to the meeting of stockholders, either at a place
within the city where the meeting is to be
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held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
ARTICLE II
DIRECTORS
1. POWERS. The business of the corporation shall be managed by or under
the direction of a Board of Directors who may exercise all the powers of the
corporation except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.
2. ELECTION AND QUALIFICATION. Unless otherwise provided in the
Certificate of Incorporation or in these Bylaws, the number of Directors which
shall constitute the whole board shall be determined by vote of the Board of
Directors or by the stockholders at the annual meeting. Directors need not be
stockholders.
3. VACANCIES: REDUCTION OF THE BOARD OF DIRECTORS. A majority of the
Directors then in office, although less than a quorum, or a sole remaining
Director, may fill vacancies in the Board of Directors occurring for any reason
and newly created directorships resulting from any increase in the authorized
number of Directors. In lieu of filling any vacancy the stockholders or the
Board of Directors may reduce the number of Directors.
4. ENLARGEMENT OF THE BOARD OF DIRECTORS. The Board of Directors may be
enlarged by the stockholders at any meeting or by vote of a majority of the
Directors then in office.
5. TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, Directors shall hold office until their
successors are elected and qualified or until their earlier resignation or
removal. Any Director may resign by delivering his or her written resignation to
the corporation. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
6. REMOVAL. To the extent permitted by law, a Director may be removed
from office with or without cause by vote of the holders of a majority of the
shares of stock entitled to vote in the election of Directors. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him or her.
7. MEETINGS. Regular meetings of the Board of Directors may be held
without notice at such time, date and place as the Board of Directors may from
time to time determine. Special meetings of the Board of Directors may be
called, orally or in writing, by the President, or two or more Directors,
designating the time, date and place thereof. Directors may participate in
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all Directors participating in the
meeting can hear each other, and
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participation in a meeting in accordance herewith shall constitute presence in
person at such meeting.
8. NOTICE OF MEETINGS. Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or Assistant Secretary, or in case of the death, absence, incapacity
or refusal of such persons, by the officer or one of the Directors calling the
meeting. Notice shall be given to each Director in person or by telephone
at least twenty-four hours in advance of the meeting, or by written notice
mailed to his or her business or home address at least forty-eight hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice is executed by him or her before or after the meeting, or if
communication with such Director is unlawful. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.
9. QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.
a. ACTION AT MEETING. At any meeting of the Board of Directors at
which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless a larger number is required
by law, by the Certificate of Incorporation or by these Bylaws.
b. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if a
written consent thereto is signed by all the Directors and filed with the
records of the meetings of the Board of Directors. Such consent shall be treated
as a vote of the Board of Directors for all purposes.
c. COMMITTEES. The Board of Directors, by vote of a majority of the
Directors then in office, may establish one or more committees, each committee
to consist of one or more Directors, and may delegate thereto some or all of its
powers except those which by law, by the Certificate of Incorporation, or by
these Bylaws may not be delegated. Except as the Board of Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but in the absence of such rules its business shall be conducted so
far as possible in the same manner as is provided in these Bylaws for the Board
of Directors. All members of such committees shall hold their committee offices
at the pleasure of the Board of Directors, and the Board may abolish any
committee at any time. Each such committee shall report its action to the Board
of Directors who shall have power to rescind any action of any committee without
retroactive effect.
ARTICLE III
OFFICERS
1. ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Secretary, and may consist of such other officers,
including one or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.
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2. ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Board of Directors
at such meeting or at any other meeting.
3. QUALIFICATION. No officer need be a stockholder or Director. Any two
or more offices may be held by the same person. Any officer may be required by
the Board of Directors to give bond for the faithful performance of his or her
duties in such amount and with such sureties as the Board of Directors may
determine.
4. TENURE. Except as otherwise provided by the Certificate of
Incorporation or by these Bylaws, each of the officers of the corporation shall
hold his or her office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any officer may resign by
delivering his or her written resignation to the corporation, and such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
5. REMOVAL. The Board of Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.
6. VACANCIES. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.
7. PRESIDENT AND VICE PRESIDENT. The President shall be the chief
operating officer of the corporation and shall have general charge of its
business operations, subject to the direction of the Board of Directors. The
President shall preside, when present, at all meetings of stockholders and the
Board of Directors. The Board of Directors shall have the authority to appoint a
temporary presiding officer to serve at any meeting of the stockholders or Board
of Directors if the President is unable to do so for any reason.
Any Vice President shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate. In the absence of the
President or in the event of his or her inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers and responsible of
and be subject to all the restrictions upon the President.
8. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to
the direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate books of account.
He shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Board of Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
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9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record the
proceedings of all meetings of the stockholders and the Board of Directors in
books kept for that purpose. In his or her absence from any such meeting an
Assistant Secretary, or if he is absent, a temporary secretary chosen at the
meeting, shall record the proceedings thereof.
The Secretary shall have charge of the stock ledger (which may, however, be
kept by any transfer or other agent of the corporation) and shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the President.
Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
10. OTHER POWERS AND DUTIES. Subject to these Bylaws, each officer of the
corporation shall have in addition to the duties and powers specifically set
forth in these Bylaws, such duties and powers as are customarily incident to his
or her office, and such duties and powers as may be designated from time to time
by the Board of Directors.
ARTICLE IV
CAPITAL STOCK
1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. Such signatures may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the time of its issue. Every
certificate for shares of stock which are subject to any restriction on transfer
and every certificate issued when the corporation is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law. The corporation shall be permitted to issue fractional
shares.
2. TRANSFERS. Subject to any restrictions on transfer, shares of stock
may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment or power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.
3. RECORD HOLDERS. Except as may otherwise be required by law, by the
Certificate of Incorporation or by these Bylaws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
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disposition of such stock, until the shares have been transferred on the books
of the corporation in accordance with the requirements of these Bylaws.
It shall be the duty of each stockholder to notify the corporation of his
or her post office address.
4. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not precede the date on which it is established, and which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, more than ten (10) days after the date on which the record date for
stockholder consent without a meeting is established, nor more than sixty (60)
days prior to any other action. In such case only stockholders of record on such
record date shall be so entitled notwithstanding any transfer of stock on the
books of the corporation after the record date.
If no record date is fixed, (a) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, (b) the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is necessary,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in this state, to its principal place of business, or
to an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded, and (c) the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.
5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss, destruction
or mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms as the Board of Directors may prescribe.
ARTICLE V
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify, to the fullest extent permitted by the General Corporation Law of the
State of Delaware, any person who was or is a party or is threatened to be made
a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise, and whether by or in the right of the corporation,
its stockholders, a third party or otherwise (a "Proceeding"), by reason of the
fact that he is or was a Director or officer of the corporation, or is or was a
Director or officer of the corporation serving
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at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expense
(including, but not limited to, attorneys' fees), liability, loss, judgments,
fines, excise taxes, penalties and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such Proceeding, including
expenses incurred in seeking such indemnification. In addition, the corporation
shall grant such indemnification to each of its Directors and officers with
respect to any matter in a Proceeding as to which his or her liability is
limited pursuant to Section 9 of the Certificate of Incorporation of the
corporation. However, such indemnification shall exclude (i) indemnification
with respect to any improper personal benefit which a Director or officer is
determined to have received and of the expenses of defending against an improper
personal benefit claim unless the Director or officer is successful on the
merits in said defense, and (ii) indemnification of present or former officers,
directors, employees or agents of a constituent corporation absorbed in a merger
or consolidation transaction with this corporation with respect to their
activities prior to said transaction, unless specifically authorized by the
Board of Directors or stockholders of this corporation. Such indemnification
shall include prompt payment of expenses incurred by a Director or officer in
defending a Proceeding in advance of the final disposition of such Proceeding,
upon receipt of an undertaking by or on behalf of the Director or officer to
repay such amounts if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation under this Article V, which undertaking
shall be an unsecured general obligation of the Director or officer and may be
accepted without regard to his or her ability to make repayment.
2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to an advancement of expenses, pursuant to the provisions of
this Article V, to any person who was or is a party or is threatened to be made
a party to or is otherwise involved in any Proceeding by reason of the fact that
he is or was an 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.
3. NATURE OF INDEMNIFICATION RIGHTS. The indemnification rights provided
in this Article V shall be a contract right and shall not be deemed exclusive of
any other rights to which any person, whether or not entitled to be indemnified
hereunder, may be entitled under any statute, bylaw, agreement, vote of
stockholders or 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 inure to the benefit of the heirs, executors and administrators of
such a person. A Director or officer shall be entitled to the benefit of any
amendment of the Delaware General Corporation Law which enlarges indemnification
rights hereunder, but any such amendment which adversely affects indemnification
rights with respect to prior activities shall not apply to him or her without
his or her consent unless otherwise required by law. Each person who is or
becomes a Director or officer of the corporation shall be deemed to have served
or to have continued to serve in such capacity in reliance upon the indemnity
provided for in this Article V.
4. AMENDMENT. The provisions of this Article may be amended as provided
in Article VI; however, no amendment or repeal of such provisions which
adversely affects the rights of a
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Director or officer under this Article V with respect to his or her acts or
omissions prior to such amendment or repeal, shall apply to him or her without
his or her consent.
ARTICLE VI
MISCELLANEOUS PROVISIONS
1. FISCAL YEAR. Except as otherwise determined by the Board of Directors,
the fiscal year of the corporation shall end on the last Saturday in May of each
year.
2. SEAL. The Board of Directors shall have power to adopt and alter the
seal of the corporation.
3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or Treasurer, or
by any other officer of the corporation designated by the Board of Directors,
except as the Board of Directors may generally or in particular cases otherwise
determine.
4. VOTING OF SECURITIES. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of and act on behalf of
this corporation, or appoint another person or persons to act as proxy or
attorney in fact for this corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or shareholders of any
other corporation or organization, any of whose securities are held by this
corporation.
5. RESIDENT AGENT. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
corporation.
6. CORPORATE RECORDS. The original or attested copies of the Certificate
of Incorporation, Bylaws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock and transfer records,
which shall contain the names of all stockholders, their record addresses and
the amount of stock held by each, shall be kept at the principal office of the
corporation, at the office of its counsel, or at an office of its transfer
agent.
7. CERTIFICATE OF INCORPORATION. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
8. AMENDMENTS. These Bylaws may be amended or repealed or additional
Bylaws adopted by the stockholders or by the Board of Directors; provided, that
(a) the Board of Directors may not amend or repeal Article V or this Section 8
of Article VI or any provision of these Bylaws which by law, by the Certificate
of Incorporation or by these Bylaws requires action by the stockholders, and (b)
any amendment or repeal of these Bylaws by the Board of Directors and any Bylaw
adopted by the Board of Directors may be amended or repealed by the
stockholders.
Adopted: May 21, 2004
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