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Exhibit 3.36
Exhibit A
BY-LAWS
OF
P.J.C DISTRIBUTION, INC.
ARTICLE I: IDENTIFICATION
SECTION 1. NAME. The name of the corporation is P.J.C. Distribution, Inc.
(the "CORPORATION").
SECTION 2. SEAL. Upon the seal of the Corporation shall appear the name of
the Corporation and the state and year of incorporation, and the words
"Corporate Seal."
SECTION 3. OFFICES. The registered office of the Corporation shall be in
the City of Dover, County of Kent, State of Delaware. The Corporation may also
have other offices at such other places, either within or without the State of
Delaware, as the Board of Directors may determine or as the activities of the
Corporation may require.
ARTICLE II: MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as may be fixed from
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held each year on such date in the first six
months of the Corporation's fiscal year as shall be designated by the President,
or in the absence of such designation, on the first Tuesday of the seventh month
of the fiscal year, if not a legal holiday, and if a legal holiday, then on the
next succeeding business day, or on such other date and time as shall be
designated from time to time by the Board of Directors.
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SECTION 3. SPECIAL MEETING. Special meetings of the stockholders may be
called by the Board of Directors or the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors. Such request shall state the purpose or purposes of the proposed
meeting.
SECTION 4. NOTICE AND WAIVER. Written notice of each meeting of
stockholders, stating the place, day 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 given not less than ten nor more than 60 days prior to each meeting, to
each stockholder of record entitled to vote at such meeting by leaving such
notice with him personally or by transmitting such notice with confirmed
delivery (including by telex, cable or other form of recorded communication,
provided that delivery of such notice in written form is confirmed in a writing)
to his residence or usual place of business, or by depositing such notice in the
mails in a postage-prepaid envelope addressed to him at his post office address
as it appears on the corporate records of the Corporation. Notice of any meeting
of stockholders may be waived in writing by all stockholders entitled to vote at
such meeting. Attendance at a meeting by any stockholder shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 5. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the Corporation shall, at least ten days before each meeting of stockholders,
prepare a complete alphabetically addressed list of the stockholders entitled to
vote at the meeting, with the number of shares held by each. Said 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 days prior
to the meeting, either at a place within the city where the meeting is to be
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 be
available for inspection at the meeting. Upon the willful neglect or refusal of
the directors to produce
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such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.
SECTION 6. QUORUM AND REQUIRED VOTE. The holders of a majority of the stock
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders except as otherwise specifically provided by these
By-Laws, by the Certificate of Incorporation or by statute. The affirmative
vote, at a meeting of stockholders duly held and at which a quorum is present,
of a majority of the voting power of the shares represented at such meeting
which are entitled to vote on the subject matter shall be the act of the
stockholders, except as is otherwise specifically provided by these By-Laws, by
the Certificate of Incorporation or by statute. If less than a majority of such
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or, if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 7. VOTING. Unless otherwise provided in the Certificate of
Incorporation, each holder of voting stock shall be entitled to vote in person
or by proxy at each meeting and he shall have one vote for each share of voting
stock registered in his name. However, no proxy shall be voted three years after
the date thereof, unless the proxy provides for a longer period.
SECTION 8. ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of stockholders may be taken without a meeting, if a consent or consents
in writing, setting forth such action, are signed by the holders of outstanding
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 in Delaware, its
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principal place of business, or an officer or agent of the Corporation having
custody of the Corporation's minute book. Deliveries made to the Corporation's
registered office shall be by hand or by certified mail, return receipt
requested. Such consents shall bear the date of signature of each stockholder
who signs the consent and such consents shall not be effective to take the
action referred to therein unless, within 60 days of the earliest dated consent
delivered in the manner referred to above in this Article II, Section 8, written
consents signed by a sufficient number of stockholders to take such action are
delivered in the same manner. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous consent shall be given to those
stockholders who have not so consented.
ARTICLE III: DIRECTORS
SECTION 1. NUMBER. The number of directors who will constitute the
entire Board of Directors shall not be less than one (1) nor more than eleven
(11) and the number of directors presently authorized is one (1). The number of
directorships at any time shall be that number most recently fixed by action of
the Board of Directors or stockholders, or absent such action, shall be the
number of directors elected at the preceding annual meeting of stockholders, or
the meeting held in lieu thereof, plus the number elected since any such
meeting to account for any increase in the size of the Board of Directors.
SECTION 2. ELECTION. Members of the initial Board of Directors as elected
at the organization meeting shall hold office until the first annual meeting of
stockholders and until their successors shall have been elected and qualified.
At each annual meeting of stockholders, directors shall be elected to hold
office until their successors are elected and qualified or until their earlier
resignation or removal.
SECTION 3. REGULAR MEETINGS. A regular meeting of a newly-elected Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of stockholders. Other regular meetings of the Board of Directors may be
held without notice at such time and place as the Board of Directors may from
time to time determine. A director may participate at a meeting of the Board of
Directors by means of a conference
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telephone or similar communications equipment provided such equipment enables
all directors at the meeting to hear one another.
SECTION 4. OTHER MEETINGS. Other meetings of the Board of Directors may be
called by the President on two days' notice to each director, either personally
or by telephone, telex, telegram or other form of recorded communication, or by
mail. Said notice may be waived by a written waiver signed by any director who
does not receive notice of such meeting. The attendance of a director at a
meeting shall constitute a 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.
SECTION 5. QUORUM. At all meetings of the Board of Directors, a majority of
directors shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is
specifically required by the By-Laws, by the Certificate of Incorporation or by
statute.
SECTION 6. COMMITTEES OF DIRECTORS. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate one or
more directors to constitute a committee. Such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise the
powers of the Board of Directors in the management of the business, property and
affairs of the Corporation, and shall keep records of its acts and proceedings
and report the same to the Board of Directors as and when required; but no such
committee shall have the power or authority to amend the Corporation's
Certificate of Incorporation or By-Laws, adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets or the dissolution
of the Corporation, or declare a dividend or authorize the issuance of stock.
SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may
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be, consent thereto in writing, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.
SECTION 8. RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any director may resign or be removed at any
time. A director who intends to resign shall give written notice to the chief
executive officer, the president, the secretary, or the Board of Directors of
the Corporation. Removal of a director, with or without cause, may be effected
by the affirmative vote of the holders of a majority of the stock entitled to
vote.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor and
until his successor is duly chosen.
SECTION 10. COMPENSATION. The directors may be reimbursed for any expenses
incurred by them in attendance at any meeting of the Board of Directors or of
any of its committees. Every director may be paid a stated salary as director
and/or a fixed sum for attendance at each meeting at which he is present. No
payments or reimbursements described herein shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV; OFFICERS
SECTION 1. ELECTION. A President, a Secretary, and when deemed necessary by
the Board of Directors, a Chairman of the Board of Directors, one or more Vice
Presidents, a Treasurer and other officers and assistant officers shall be
elected by the Board of Directors to hold office until their successors are
elected and qualified or until their earlier removal or resignation. More than
two offices may be held by the same person.
SECTION 2. PRESIDENT. The powers and duties of the President, except to the
extent delegated by the Board of Directors to the Chairman of the Board of
Directors if one shall be elected, shall include active executive management of
the operations of the
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Corporation, subject to the control of the Board of Directors, and
responsibility for carrying out all orders and directions of the Board of
Directors. The President shall also preside at meetings of stockholders and
directors, discharging all dudes incumbent upon a presiding officer, and shall
perform such other duties as the By-Laws provide and as the Board of Directors
may prescribe.
SECTION 3. VICE PRESIDENT. Vice Presidents, when elected, shall have such
powers and perform such duties as the President or the Board of Directors may
from time to time assign and shall perform such other duties as may be
prescribed by these By-Laws. At the request of the President, or in case of his
absence or inability to act, the Vice President, so appointed, shall perform the
duties of the President and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the President.
SECTION 4. SECRETARY. The Secretary shall have the duty to keep true and
complete records of the proceedings of the meetings of the shareholders, the
Board of Directors and any committees of directors and shall file any written
consents of the shareholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the Secretary to be
custodian of the records and of the seal of the Corporation. The Secretary shall
also attend to the giving of all notices and shall perform such other duties as
the By-Laws may provide or the Board of Directors may assign.
SECTION 5. ASSISTANT SECRETARY. If one shall be elected, the Assistant
Secretary shall have such powers and perform such duties as the President,
Secretary or the Board of Directors may from time to time assign and shall
perform such other duties as may be prescribed by these By-Laws. At the request
of the Secretary, or in case of his absence or inability to act, the Assistant
Secretary shall perform the duties of the Secretary and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary.
SECTION 6. TREASURER. If one shall be elected, the Treasurer shall keep
correct and complete records of account showing accurately at all times the
financial condition of the Corporation. The Treasurer shall also act as legal
custodian of all moneys, notes, securities and other valuables that may from
time to time come into the possession of the
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Corporation, and shall promptly deposit all funds of the Corporation coming into
his hands in the bank or other depository designated by the Board of Directors
and shall keep this bank account in the name of the Corporation. Whenever
requested by the Board of Directors, the Treasurer shall furnish a statement of
the financial condition of the Corporation and shall perform such other duties
as the By-Laws may provide and the Board of Directors may assign.
SECTION 7. ASSISTANT TREASURER. If one shall be elected, the Assistant
Treasurer shall have such powers and perform such duties as the President,
Treasurer or Board of Directors may from time to time assign and shall perform
such other duties as may be prescribed by these By-Laws. At the request of the
Treasurer, or in case of his absence or inability to act, the Assistant
Treasurer shall perform the duties of the Treasurer and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Treasurer.
SECTION 8. OTHER OFFICERS. Such other officers as are appointed shall
exercise such duties and have such powers as the Board of Directors may assign.
SECTION 9. TRANSFER OF AUTHORITY. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may transfer the powers or duties of that
officer to any other officer or to any director or employee of the Corporation,
provided that a majority of the entire Board of Directors approves.
SECTION 10. RESIGNATION AND REMOVAL. Unless otherwise provided in any
contract with the Corporation, any officer may resign or be removed at any time.
An officer who intends to resign shall give written notice to the President or
to the Secretary. Removal of an officer, with or without cause, may be effected
by the Board of Directors.
SECTION 11. VACANCIES. A vacancy occurring in any office may be filled by
the Board of Directors.
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ARTICLE VI: CAPITAL STOCK
SECTION 1. CONSIDERATION AND PAYMENT. The capital stock may be issued for
such consideration, having a value not less than the par value of any such stock
expressed in dollars, as shall be determined by the Board of Directors. Payment
of such consideration may be made, in whole or in part, in money, other tangible
or intangible property, labor or services performed. No certificate shall be
issued for any share until the share is fully paid.
SECTION 2. STOCK CERTIFICATES. Every holder of the capital stock of the
Corporation shall be entitled to a certificate signed by, or in the name of, the
Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. Any of or all the signatures on the certificate may be a
facsimile. Upon each such certificate shall appear such legend or legends as may
be required by law or by any contract or agreement to which the Corporation is a
party. No certificate shall be valid without such signatures or legends as are
required hereby.
SECTION 3. LOST CERTIFICATE. Whenever a person shall request the issuance
of a certificate of stock to replace a certificate alleged to have been lost by
theft, destruction or otherwise, the Board of Directors shall require that such
person make an affidavit to the fact of such loss before the Board of Directors
shall authorize the requested issuance. Before issuing a new certificate, the
Board of Directors may also require a bond sufficient to indemnify it against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost.
SECTION 4. TRANSFER OF STOCK. The Corporation or its transfer agent shall
register a transfer of a stock certificate, issue a new certificate and cancel
the old certificate upon presentation for transfer of a stock certificate duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the Corporation or its agent has
discharged any duty to inquire into any adverse claims of which the Corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is
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prohibited by statute, by the Certificate of Incorporation or these By-Laws of
the Corporation or by any contract or agreement to which the Corporation is a
party.
ARTICLE VII: DIVIDENDS AND RESERVES
SECTION 1. DIVIDENDS. Subject to any limitations or conditions contained in
the Certificate of Incorporation, dividends may be declared by a resolution duly
adopted on behalf of the Corporation and may be paid in cash, property or in
shares of the capital stock of the Corporation.
SECTION 2. RESERVES. Before payment of any dividend, the Board of Directors
may set aside out of any funds available for dividends such sum or sums as the
Board of Directors, in its absolute discretion, deems proper as a reserve fund
to meet contingencies or for equalizing dividends or to repair or maintain
property or to serve such other purposes conducive to the interests of the
Corporation.
ARTICLE VIII: FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
ARTICLE IX: INDEMNIFICATIQN
SECTION 1. (a) The Corporation shall 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 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), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and,
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with respect to any criminal action or proceeding, had no reasonable cause to
believe his 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 reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The Corporation shall 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 of the Corporation to procure a judgment in
its favor by reason of the fact that he 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 him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or 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 which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Subsections (a) and (b) of this
Section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Subsections (a) and (b) of this Section
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case
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upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Subsections (a) and (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 proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall be ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Section.
(f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
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) The Corporation is authorized, according to the discretion of the
Board of Directors, to purchase and maintain insurance on behalf of any person
who 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 any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation must indemnify him against such liability under the provisions of
this Section.
(h) For purposes of this Section, references to "the Corporation"
shall include, in addition to the Corporation, any constituent corporation
(including any
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constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent 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 Section with respect to the resulting corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
ARTICLE X: AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the stockholders at any annual or special meeting of stockholders
or by the Board of Directors at any meeting of the Board of Directors, provided
that notice of such amendment, repeal or adoption of new By-Laws be included in
the notice of such meeting.