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Exhibit 3.66
BY-LAWS
OF
PJC OF MASSACHUSETTS, INC.
ARTICLE I.: IDENTIFICATION
SECTION 1. NAME. The name of the Corporation is PJC of
Massachusetts, 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." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
SECTION 3. OFFICES. The principal office of the Corporation
shall be located in the City of West Springfield, Massachusetts. The Corporation
may also have other offices at such other places, either within or without the
Commonwealth of Massachusetts, as the Board 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 of
the Corporation shall be held at the principal office of the Corporation at 99
Westfield Street, West Springfield, Massachusetts, or at such other place,
either within or without the Commonwealth of Massachusetts, as may be fixed by
the Board of Directors and stated in the notice of 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
as shall be fixed by the Board of Directors.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, other than those regulated by statute
or by the articles of incorporation, may be called by Board of Directors or by
such other persons as may be authorized by law.
SECTION 4. NOTICE. Written notice of each meeting of
stockholders, stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than seven days prior to each
meeting, by leaving such notice with
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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, by or at the direction of
the president, the secretary, or the officer or persons calling the meeting.
SECTION 5. WAIVER OF NOTICE. Notice of any stockholders meeting
may be waived, in writing, by any stockholder, either before or after the time
stated therein. If any stockholder entitled to vote is present at a stockholders
meeting and does not protest, prior to or at the commencement of the meeting,
the lack of receipt of proper notice, such stockholder shall be deemed to have
waived notice of such meeting.
SECTION 6. VOTING LIST. The Board of Directors may fix in
advance a time which shall be not more than sixty days before the date of any
meeting of stockholders or the date for the payment of any dividend or the
making of any distribution to stockholders or the last day on which the consent
or dissent of stockholders may be effectively expressed for any purpose, as the
record date for any such determination of stockholders having the right to
notice of and to vote at such meeting and any adjournment thereof or the right
to receive such dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date; or without fixing such record date the Board
of Directors may for any of such purposes close the transfer books for all or
any part of such period.
SECTION 7. 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 specially
provided by the By-Laws, by the Articles of Organization or by statute. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
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 specially provided
by a By-Law, by the Articles of Organization or by law. The holders of a
majority of the voting power of the shares entitled to vote represented at a
meeting may adjourn such meeting from time to time.
SECTION 8. VOTING. Each holder of voting stock shall be
entitled to vote in person or by proxy, executed in writing by the stockholder
or by his duly authorized attorney-in-fact, at each meeting, and he shall have
one vote for each share of
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voting stock registered in his name. However, a proxy shall not be valid after
eleven months from its date of execution, unless it specifies the length of time
for which it shall continue in force or limits its use to a particular meeting
not yet held.
SECTION 9. ACTION WITHOUT A MEETING. Any action which may be
taken at a meeting of stockholders may be taken without a meeting, if consent in
writing, setting forth such action, is signed by all of the stockholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III.: BOARD OF DIRECTORS
The business affairs of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Organization or by these By-Laws directed or required to be exercised or done by
the stockholders.
SECTION 1. NUMBER. The number of directors who will constitute
the entire Board of Directors shall be not less than one (1) nor more than three
(3). Directors need not be residents of the Commonwealth of Massachusetts nor
stockholders of the Corporation.
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 respective successors shall have been
duly elected and qualified. Thereafter, at each annual meeting of stockholders
directors shall be elected to hold office until the next succeeding annual
meeting and until their respective successors have been duly elected and
qualified.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the Board
may from time to time determine, except that the first meeting of each newly
elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing of all of the
directors.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board may
be called by the president on at least two days' notice to each director, given
either by mail, by telex, telegraph, cable or other form of recorded
communication or orally, in person or by telephone. Special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of two directors.
SECTION 5. WAIVER OF NOTICE. Notice of any directors meeting
may be waived, in writing, by any director, either before or after the time
stated therein. If any director is present at a directors meeting and does not
protest, prior to or at the
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commencement of the meeting, the lack of receipt of proper notice, such director
shall be deemed to have waived notice of such meeting.
SECTION 6. QUORUM. At all meetings of the Board of Directors, a
majority of directors shall constitute a quorum for the transaction of business,
unless a greater number is required by law or by the Articles of Organization of
by these By-Laws. 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 specially required by the By-Laws, by the Articles of
Organization or by law. A meeting may be adjourned by less than a quorum if a
quorum is not present at the meeting. A director may participate at a meeting of
the Board of Directors by means of a conference telephone or similar
communications equipment, provided such equipment enables all directors at a
meeting to hear one another.
SECTION 5. COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an executive committee or other committee and may
appoint or provide for the appointment of one or more directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of the committee. Any such committee shall have and may exercise
the powers of the Board of Directors in the management of the business, property
and affairs of the Corporation, as shall be provided in these By-Laws or in the
resolution of the Board constituting the committee. All committees shall keep
records of their acts and proceedings and report the same to the Board of
Directors as and when required. Any director may be removed from a committee
with or without cause by the affirmative vote of a majority of the entire Board
of Directors.
SECTION 6. ACTION WITHOUT A MEETING. If all of the directors or
all members of a committee of the Board of Directors, as the case may be,
severally or collectively, consent in writing to any action taken or to be taken
by the Corporation, and the number of such directors or members constitutes a
quorum for such action, such action shall be as valid corporate action as though
it had been authorized at a meeting of the Board of Directors or committee, as
the case may be.
SECTION 7. 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
president or to the secretary. 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 8. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the number of directors may be filled by the
affirmative vote of a majority of the then remaining directors though less than
a quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify.
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SECTION 9. COMPENSATION OF DIRECTORS. The Board of Directors,
by the affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.
SECTION 10. RECORDS. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the state,
outside of the Commonwealth of Massachusetts, at such place or places as they
may from time to time determine.
ARTICLE IV.: OFFICERS
SECTION 1. ELECTION. The initial officers shall be elected by
the incorporators and are set forth in the Articles of Organization. The
officers of the Corporation shall be a president, a treasurer and a clerk. The
president shall be chosen by the Board of Directors. The treasurer and the clerk
shall be elected by the shareholders. The Board of Directors may choose one or
more vice presidents and one or more assistant treasurers and assistant clerks.
None of the officers need be a member of the Board nor stockholders of the
Corporation. Thereafter, the Board of Directors at its first meeting after each
annual meeting of stockholders shall choose the officers for the ensuing year.
The officers of the Corporation shall hold office until their successors are
chosen and shall qualify.
SECTION 2. PRESIDENT. The president shall be the chief
executive officer of the Corporation, shall preside at all meetings of the
stockholders and the Board of Directors, shall have the general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president
shall also perform such other dudes and exercise such other powers as the
By-Laws may provide or the Board of Directors may assign.
The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.
SECTION 3. VICE PRESIDENT. Vice presidents, when elected, shall
have such powers and perform such duties as the president or the Board 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.
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SECTION 4. CLERK. The clerk shall be a resident of the
Commonwealth of Massachusetts, provided however, he need not be such resident,
if, and as long as, the Corporation shall appoint and maintain a resident agent
for service of process within the Commonwealth. The clerk shall keep true and
complete records of the proceedings of the meetings of the stockholders, the
Board of Directors and any committees of directors and shall file any written
consents of the stockholders, the Board of Directors and any committees of
directors with these records. It shall be the duty of the clerk to be custodian
of the records and of the seal of the Corporation and he, or an assistant clerk,
shall have authority to affix the seal to any instrument requiring it and when
so affixed it may be attested by his signature or by the signature of such
assistant clerk. The Board may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his signature.
The office of the clerk shall be deemed to be the office of the secretary of the
Corporation whenever such office is required for any purpose; and, whenever the
signature of the secretary of the Corporation is required on any instrument, or
document, by the laws of the United States, or of any other state, or in any
other manner whatsoever, the clerk shall have authority to affix his signature
in such capacity. The clerk 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 CLERK. If one shall be elected, the
assistant clerk shall have such powers and perform such duties as the president,
clerk or the Board 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 clerk, or in
case of his absence or inability to act, the assistant clerk shall perform the
duties of the clerk and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the clerk.
SECTION 6. TREASURER. 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 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. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall furnish to the president and the Board of Directors, at
its regular meetings, or when the Board so requires, an account of all his
transactions as treasurer and 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. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
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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 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. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.
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
Board of Directors in care of the president or 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 for the unexpired portion of the term of office by the Board of
Directors.
SECTION 13. COMPENSATION. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.
ARTICLE V.: CAPITAL STOCK
SECTION 1. CONSIDERATION AND PAYMENT. The capital stock may be
issued for such consideration as may be fixed from time to time by the Board of
Directors, provided, however, that the consideration may not be less than the
par value of any of such stock having a par value. Payment of such consideration
may be made, in whole or in part, in (a) cash, securities or other property of
any description, or any interest therein, (b) labor or services rendered to or
for the benefit of the Corporation, or (c) shares, securities or other
obligations of the Corporation actually surrendered, cancelled or reduced,
provided such payment is not prohibited by law, the Articles of Organization or
these By-Laws. No certificate shall be issued for any shares until such shares
are fully paid.
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SECTION 2. CERTIFICATES REPRESENTING SHARES. Each holder of the
capital stock of the Corporation shall be entitled to a certificate signed by
the president or a vice president and the treasurer or an assistant treasurer,
and it may be sealed with the seal of the Corporation or a facsimile thereof.
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 and legends as are
required hereby.
The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
When the Corporation is authorized to issue shares of more than
one class there shall be set forth upon the face or back of the certificate, or
the certificate shall have a statement that the Corporation will furnish to any
stockholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
preferred or special class in series, the variations in the relative rights and
preferences between the shares of each such series so far as the same have been
fixed and determined and the authority of the Board of Directors to fix and
determine the relative rights and preferences of subsequent series.
Any shares subject to any restriction on transfer shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face of back of the certificate either the full text of the restriction, or
a statement of the existence of such restriction and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct
a new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost or destroyed. When authorizing such
issue of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.
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
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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 prohibited by law, by the Articles of Organization or
a By-Law of the Corporation or by any contract or agreement to which the
Corporation is a party.
SECTION 5. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and 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 Massachusetts.
ARTICLE VI.: DIVIDENDS AND RESERVES
SECTION 1. DIVIDENDS. Subject to any limitations or conditions
contained in the Articles of Organization, dividends may be declared by a
resolution duly adopted by the Board of Directors 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 or making
any distribution of profits, the Board of Directors may set aside out of any
funds available for dividends such sum or sums as the Board, in its absolute
discretion, may determine as a reserve or reserves to meet contingencies, to
equalize dividends, to repair or maintain property or to serve other purposes
conducive to the interests of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE VII.: SPECIAL CORPORATE ACTS
Section VIII. All checks, drafts, notes, bonds, bills of
exchange, and orders for the payment of money of the Corporation; all deeds,
mortgages and other written contracts and agreements to which the Corporation
shall be a party; and all assignments or endorsements of stock certificates,
registered bonds or other securities owned by the Corporation shall be signed by
such officer or officers or such other person or person as the Board of
Directors may from time to time designate.
ARTICLE IX.: FISCAL YEAR
SECTION 1. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.
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ARTICLE X.: INDEMNIFICATION
SECTION 1. The Corporation shall have the power to indemnify
and reimburse stockholders, directors, officers, employees and agents as
provided for in Section 67 of the Business Corporation Law of the Commonwealth
of Massachusetts, including any amendment to or substitutions for such Section
which may be made from time to time.
ARTICLE XI.: AMENDMENT OF BY-LAWS
SECTION 1. These By-Laws may be amended or repealed or new
By-Laws may be adopted by the affirmative vote of the holders of a majority of
the stock entitled to vote at any meeting of stockholders provided that notice
of such amendment, repeal or adoption of new By-Laws be included in the notice
of such meeting.