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Exhibit 3.98
Exhibit A
THRIFT DRUG SERVICES, INC.
BY-LAWS
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
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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 all
the stockholders of the Corporation consent thereto in writing, and the writing
or writings are filed with the minutes of the meetings of stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business 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 election and until his successor
shall be elected and shall qualify or until his 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 resignation to 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
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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 a majority of the whole Board.
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 President or the Secretary shall from time to
time determine.
(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 at his
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 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
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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 By-laws. 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
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precedence: the President and any director chosen by a majority of the directors
present thereat.
The Secretary, or in the case of his 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.
SECTION 6. COMPENSATION. Each director, in consideration of his
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 on account of his
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.
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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 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 successor shall
be elected or until his earlier death or resignation or removal in the manner
hereinafter provided.
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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.
SECTION 2. RESIGNATION, REMOVAL, AND VACANCIES. Any officer may resign
at any time by giving written notice of his resignation to 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.
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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) THE PRESIDENT. The President shall be the chief operating officer
of the Corporation. He 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.
(B) VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the President or the Board.
(C) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation.
(D) SECRETARY. The Secretary shall keep the records of all meetings of
the stockholders and of the Board. He 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.
(E) 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 By-laws, 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 By-laws, 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
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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.
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
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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 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 he is or was a director, officer, employee, or agent
of the Corporation or any constituent
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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.
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 1991 Delaware."
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall end at the close of business
on the last Saturday in January 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 By-laws 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 By-law made by the Board.
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