EX-3.(ii)(p)
Exhibit A
BYLAWS
OF
CENTRAL MICHIGAN DISTRIBUTION CO., INC.
ARTICLE I - CORPORATE SEAL
The corporation need not have a seal. Should the secretary of the
corporation determine that a seal is desirable, the seal of the corporation
shall be circular and shall have inscribed thereon, within and around the
circumference, the corporation's name, and in the center shall be the word
"SEAL".
ARTICLE II - FISCAL YEAR
The fiscal year of the corporation shall be determined by the board of
directors, but in the absence of such a determination it shall be the twelve
months ending at midnight on the last day of February in each year.
ARTICLE III - RECORD DATE
Unless the board of directors shall have fixed some other future date as
the record date, the record date for determining the corporation's shareholders
entitled to a distribution or to a share dividend shall be the date and time the
board of directors authorizes the distribution or share dividend. The record
date for any other determination of the corporation's shareholders (except for
actions taken by consent as hereinafter provided for by Section 8. of Article
IV) shall be 5:00 o'clock p.m. local time in Richmond, Virginia on the date that
is the thirtieth (30th) day prior to the date of the meeting or action then
requiring a determination of shareholders. A determination of shareholders
entitled to notice of and to vote at a shareholders' meeting shall be effective
for any adjournment of the meeting unless the board of directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original meeting.
ARTICLE IV - SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings - Each shareholders' meeting shall be held at
such place, in or out of the Commonwealth of Virginia, as may be provided in the
meeting notice.
Section 2. Annual Meeting - The corporation shall hold the annual
shareholders' meeting on the second Tuesday in February of each year commencing
at 10:00 o'clock a.m. local time at the meeting place. If for any reason the
annual shareholders' meeting
shall not be held on such day, it may be called in accordance with the
provisions of Section 3. of this Article IV, and a meeting called and held with
this as a purpose shall be specifically designated as the annual meeting.
Section 3. Special Meetings - The corporation shall hold a special
shareholders' meeting on call of the chairman of the board of directors, the
president, the board of directors, or (upon due execution and delivery of one or
more written demands as required by and in compliance with Section 13.1-655 of
the Code of Virginia) the holders of not less than twenty percent (20%) of all
votes entitled to be cast on any issue proposed to be considered at the special
meeting. Only business within the purpose or purposes described in the required
meeting notice may be conducted at a special shareholders' meeting.
Section 4. Notice of Meeting - For each shareholders meeting, not less
than ten (10) nor more than sixty (60) days before the meeting date (except as a
different time is specified in the second paragraph of this Section or by
Virginia law), written notice stating the date, time, and place of the meeting
and, in case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called, shall be given to each shareholder entitled to vote
at such meeting either personally or by mail by or at the direction of the
president the secretary, or the persons calling the meeting. If mailed, each
such notice shall be deemed to have been given when deposited in the United
States mail addressed to a shareholder at such shareholder's address as it
appears on the share transfer records of the corporation, with postage thereon
prepaid.
Notice of a shareholders' meeting to act on an amendment of the articles
of incorporation, on a plan of merger or share exchange, or on dissolution of
the corporation, or to authorize a proposed sale of assets pursuant to Section
13.1-724 of the Code of Virginia (hereinafter "the Code"), shall be given in the
form and manner provided above for a special meeting but not less than
twenty-five (25) nor more than sixty (60) days before the meeting date.
Section 5. Adjournment - If an annual or special shareholders' meeting is
adjourned to a different date, time, or place notice need not be given if the
new date, time, and place are announced at the meeting before adjournment.
Section 6. Quorum - Shareholders may take action on a matter at a
shareholders' meeting only if a quorum exists with respect to that matter. A
majority of the votes entitled to be cast by the shareholders in any voting
group shall constitute a quorum as to each matter considered by such voting
group at each shareholders' meeting. Once a share is represented for any purpose
at a
shareholders' meeting, it is deemed present for quorum purposes for the
remainder of that meeting and for any adjournment of that meeting unless a new
record date is set for that adjourned meeting pursuant to Article III. If a
quorum exists the affirmative vote of a majority of the votes cast within a
voting group on the matter being voted upon shall be the act of the voting
group, unless the affirmative vote of a greater number is required by law or by
the articles of incorporation, and except that in any election of directors
those receiving a plurality of the votes cast by the shares entitled to vote in
the election shall be elected, though not receiving a majority. Less than a
quorum may adjourn a meeting.
Section 7. Voting - Except as may otherwise be provided in the articles of
incorporation or by Section 13.1-662 of the Code, each outstanding share of the
corporation, regardless of class, is entitled to one vote on each matter to be
voted on at a shareholders' meeting. As and to the extent provided by Section
13.1-662 of the Code, treasury shares and redeemable shares (after a notice of
redemption has been mailed and a deposit made as provided in such section) shall
not vote and shall not be outstanding shares. Shares of the corporation held by
another corporation, domestic or foreign, shall not be entitled to vote at any
meeting and shall not be counted in determining the total number of outstanding
shares at any given. time entitled to vote if a majority of the shares entitled
to vote for the election of directors of the other corporation is owned,
directly or indirectly, by this corporation. A shareholder entitled to vote may
vote his shares in person or by a proxy and may appoint. .such a proxy to vote
or otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact, and filing the appointment form with the secretary of the
corporation. Any proxy may be revoked as permitted by law and, unless sooner
revoked, shall be valid for eleven (11) months from the date the appointment
form is received by the secretary of the corporation, unless a longer period is
expressly provided for in the appointment form.
Section 8. Shareholders' Action Without a Meeting - Any action required or
permitted to be taken at a shareholders' meeting may be taken without such a
meeting, without notice to voting shareholders, and without action by the board
of directors if the action is taken by all shareholders entitled to vote thereon
and is evidenced by one or more written consents describing the action taken, at
least one such approving consent to have been signed by each shareholder
entitled to vote on the action, and delivered to the secretary of the
corporation for inclusion in the minutes or for filing with the corporate
records. As and when required by Section 13.l-657D of the Code nonvoting
shareholders shall be given at least ten (10) days written notice of any
proposed action before the action is taken by unanimous consent of the voting
shareholders. Any action taken by such unanimous written consent shall be
effective according to its terms when a signed consent for each shareholder
entitled to vote thereon is in the possession of the corporation, unless such
consents all specify the same effective date and each specifies the date of
execution by each executing shareholder, in which event the action taken shall
be effective as of the effective date so specified. Such unanimous consent shall
have the effect of a unanimous vote of voting shareholders at a duly called and
held shareholders' meeting and may be described as such in any document filed
with the State Corporation Commission. A shareholder may withdraw a consent
theretofore delivered to the corporation only by delivering to the corporation a
written notice of withdrawal as to such consent prior to the time that all other
like consents are in possession of the corporation. Unless otherwise required by
law, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs a consent as to such
action.
Section 9. Waiver of Notice - Any other provision of these bylaws
notwithstanding, a shareholder may waive any notice required by these bylaws,
the corporation's articles of incorporation, or any law by signing a written
waiver of such notice (whether such waiver is executed before or after the date
and time of the event that is the subject of such required notice) and
delivering such signed waiver to the secretary of the corporation for inclusion
in the minutes or filing with the corporate records. A shareholder who attends a
shareholders' meeting (i) waives all objections to lack of notice or defective
notice of that meeting, unless at the beginning of the meetings the shareholder
objects to holding the meeting or to transacting business at the meetings, and
(ii) waives all objection to consideration at that meeting of a particular
matter that is not within the purpose or purposes described in the meeting
notice, unless that shareholder objects to considering the matter when it is
presented.
Section 10. Minutes - The corporation shall keep as a permanent record
minutes of all meetings of its shareholders and a record of all actions taken by
its shareholders without a meeting.
ARTICLE V - BOARD OF DIRECTORS
Section 1. General Powers - All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors, subject to any
limitation set forth in its articles of incorporation.
Section 2. Number, Term. and Qualification - Until such time as this bylaw
shall be amended to specify or fix a different
number, the number of directors of the corporation shall be three (3). The term
of each director shall expire at the next annual shareholders' meeting following
his election, but despite the expiration of a director's term, he shall continue
to serve until his successor is duly elected and qualifies or until there, is a
decrease in the number of directors. A decrease in the number of directors shall
not shorten an incumbent director's term. A director need not be a resident of
the Commonwealth of Virginia or a shareholder of the corporation.
Section 3. Election of Board of Directors - Except under conditions
provided for in Sections 4. and 5. of this Article V, the board of directors
shall be elected annually at the annual shareholders' meeting.
Section 4. Removal - Any director may be removed, with or without cause,
if at a shareholders' meeting duly called and held with this as a stated purpose
the number of votes voted to remove him constitutes a majority of the votes then
entitled to be cast and counted together in an election of such director at a
shareholders' meeting. Notice of such a meeting must state that the purpose, or
a purpose, of the meeting is removal of the director. If any director is so
removed, a new director may be elected in his place at the same shareholders'
meeting.
Section 5. Resignation - A director may resign at any time by delivering
written notice thereof to the board of directors, its chairman, the
corporation's president, or the corporation's secretary. Such resignation is
effective when the notice is delivered unless the notice specifies a later
effective date, in which case the board of directors may fill the pending
vacancy before the effective date, but a successor so elected shall not take
office until the effective date.
Section 6. 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 a vote of the board of directors (and if the directors then
remaining in office constitute fewer than a quorum the board of directors may
fill the vacancy by the affirmative vote of a majority of the then directors)
unless the vacant office was held by a director elected by a voting group of
shareholders, in which event such vacancy may be filled only by the affirmative
vote of a majority of the shareholders in such voting group.
Section 7. Compensation - The board of directors may compensate each
director for his service as such and may provide for the payment of all expenses
incurred by each director in attending meetings of the board of directors.
ARTICLE VI MEETINGS OF THE
BOARD OF DIRECTORS
Section 1. Meetings; Minutes - Regular meetings of the board of directors
shall be held annually (immediately following each annual shareholders' meeting)
to elect officers and to carry on such other business as may properly come
before such meeting and immediately following each special shareholders' meeting
to carry on such business as may properly come before such meeting. Any such
regular meeting of the board of directors shall be held at the place where the
immediately preceding shareholders' meeting was held. Special meetings of the
board of directors may be called by any member of the board of directors. Any
meeting of the board of directors may be held in or out of the Commonwealth of
Virginia. The corporation shall keep as a permanent record minutes of all
meetings of the board of directors, a record of all actions taken by the board
of directors without a meeting, and a record of all actions taken on behalf of
the corporation by each committee of the board of directors.
Section 2. Method of Meeting - Any or all directors may participate in any
regular or special meeting of the board of directors by, or may conduct the
meeting through the use of, any means of communication by which all
participating directors may simultaneously hear each other during the meeting.
Section 3. Notice - No notice need be given of any regular meeting of the
board of directors. Notice of each special meeting of the board of directors
stating the date, time, and place of the meeting shall be mailed to each
director at least three (3) days (or telegraphed at least two (2) days) prior to
the date of the meeting. Unless otherwise required by these bylaws, the notice
need not describe the purpose of a special meeting of the board of directors.
Section 4. Quorum - A majority of the number of directors fixed herein, or
one director if that is the number of directors fixed herein, shall constitute
the quorum for each meeting of the board of directors. If a quorum is present
when a vote is taken, the affirmative vote of a majority of the directors
present at a board of directors' meeting, or of the sole director if the
corporation shall have but one director, shall be the act of the board of
directors unless the vote of a greater number of directors is required by the
articles of incorporation.
Section 5. Action Without a Meeting - Any action required or permitted to
be taken at a meeting of the board of directors may be taken without such a
meeting and without notice if the action is taken by all members of the board of
directors and is evidenced by one or more written consents stating the action
taken, signed by
each director either before or after the action taken, and included in the
corporate minutes or filed with the corporate records reflecting the action
taken. Any action taken by such unanimous, written consent shall be effective
when the last director of the board of directors signs an approving consent,
unless such consents all specify the same effective date and each specifies the
date of execution by each executing director, in which event the action taken
shall be effective as of the effective date so specified. Such unanimous consent
shall have the effect of a unanimous vote at a duly called and held meeting of
the board of directors and may be described as such in any document.
Section 6. Waiver of Notice - Any other provision of these bylaws
notwithstanding, whenever any notice is required to be given to a director, a
waiver thereof in writing signed by the director entitled to such notice,
whether executed before or after the time stated therein, and filed with the
corporate minutes or records shall be equivalent to the giving of such notice to
such director. A director's attendance at or participation in a board of
directors' meeting waives any required notice to him of the meeting unless that
director at the beginning of the meeting or promptly upon his arrival objects to
holding the meeting or transacting business at the meeting and thereafter does
not vote for or assent to action taken at the meeting.
ARTICLE VII - COMMITTEES
From time to time the board of directors may create one or more committees
(comprised only of members of the board of directors) that may exercise powers
of the board of directors as and to the extent provided in the creating
resolution, except as may be limited by Section 13.1-689 of the Code.
ARTICLE VIII - OFFICERS
Section 1. Election, Removal, and Duties - Promptly after election in each
year the board of directors shall appoint a president (who need not be a
director) and a secretary. From time to time the board of directors may appoint
such other officers as it may deem proper, as evidenced by their appointment. A
duly appointed officer may appoint or remove (at any time and with or without
cause) one or more assistant officers for his office. Any officer may
simultaneously hold more than one office in the corporation. Each officer shall
be appointed for a term continuing, unless sooner terminated, until the date of
the next ensuing annual meeting of the board of directors and until his
successor is appointed; provided, however, that any officer may resign, and any
officer may be removed by the board of directors, in each case, at any time, and
with or without cause, and such officer's then term shall terminate effective
with the date of such resignation or removal. Each vacancy among the officers
shall be filled by the board of directors. Each officer of the corporation shall
have such authority and shall perform such duties as generally pertain to his
office, as well as such other authority and duties as may be prescribed for such
officer from time to time by the board of directors.
Section 2. Bonds - The board of directors may require that each officer,
agent, or employee of the corporation give bond to the corporation, with
sufficient surety, conditioned on the faithful performance of the duties of his
office or position and upon compliance with such other conditions as may from
time to time be imposed by the board of directors.
ARTICLE IX - SHARE CERTIFICATES; RECORDS
Section 1. Form - Each shareholder shall be entitled to a share
certificate evidencing the share or shares in the corporation owned by such
shareholder, which certificate shall be in such form as may be required by law
and shall be approved by the board of directors and signed by the corporation's
president and secretary.
Section 2. Transfers - A transfer of any share or shares of the
corporation may be made only upon registration of the share transfer in the
share transfer records of the corporation, and then only upon surrender of each
certificate for each share then being transferred accompanied by a satisfactory
written assignment applicable thereto duly executed by the then shareholder
thereof or by such shareholder's duly authorized attorney-in-fact.
Section 3. Replacements - In case of the loss, mutilation, or destruction
of a share certificate a duplicate certificate may be issued upon such terms not
in conflict with law as the board of directors may prescribe.
Section 4. Records - The corporation or its agent shall maintain a record
of the corporation's shareholders in the manner required by law, and the
corporation's share transfer records shall constitute conclusive proof of the
ownership of the then issued and outstanding shares of the corporation at any
given time.
ARTICLE X - INDEMNITY
Section 1. Indemnity - Any person (hereinafter in this Article,
"indemnitee") who, because he is or was an officer or director of the
corporation, is, was, or is. threatened to be made a party to any threatened,
pending, or completed action, suit, proceeding, or appeal whether civil,
criminal, administrative, or investigative and whether formal or informal
(hereinafter "proceeding") (including any proceeding by or in the right of the
corporation) shall be indemnified by the corporation against all liability
(including the obligation to pay all or any part of a
judgment, decree, settlement, penalty, fine or other such obligation) and
reasonable expenses (including counsel fees, expert witness fees, and costs of
investigation, litigation, and appeal, as well as any amounts expended in
asserting any counterclaim or claim for indemnification from others) incurred in
or as a result of the proceeding except such liability and expenses as are
incurred because of his willful misconduct or a knowing violation of the
criminal law. The corporation shall pay for or reimburse the reasonable expenses
incurred by any indemnitee in advance of final disposition of any proceeding
upon receipt of an unsecured undertaking from him to repay the sums if
ultimately it is determined that he is not entitled to indemnification. A
director shall be so indemnified without the necessity of any further
determination or authorization, but in the case of an officer, the determination
that indemnification is permissible and an evaluation as to the reasonableness
of expenses in a specific case shall be made as authorized from time to time by
general or specific actions of the board of directors. The termination of a
proceeding by a judgment, decree, order, settlement, or conviction, or upon a
plea of nolo contendre or its equivalent shall not of itself create a
presumption that an indemnitee acted in such a manner as to make him ineligible
for indemnification.
Section 2. Limitation - In any proceeding brought by a shareholder in the
right of the corporation or brought by or on behalf of shareholders of the
corporation, the aggregate amount of all damages that may be assessed against an
officer or director of the corporation arising out of any single transaction,
occurrence, or course of conduct shall be limited to one dollar. This bylaw is
adopted by the shareholders as a limitation on the liability of the
corporation's officers and directors, and this limitation shall not apply if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any state securities law.
Section 3. Application - This Article shall be applicable in and to all
proceedings commenced after its adoption even though arising, in whole or in
part, from conduct, actions, or events occurring or taken before its adoption.
No amendment, modification, or repeal of this Article shall diminish the rights
provided hereby with respect to any claim, issue, or matter in any then pending
or subsequent proceeding that is based in any material respect on any alleged
action or failure to act occurring prior to such amendment, modification, or
repeal. Reference herein to any director or officer shall include a former
director or officer who has ceased to have the capacity of director or officer,
as the case may be, and his heirs, executors, and administrators. The
corporation may purchase and maintain insurance to indemnify it against all or
any part of the liability to indemnify assumed by it in accordance with this
Article.
ARTICLE XI - AMENDMENTS
Section 1. New Bylaws and Repeal - These bylaws may be amended or repealed
and new bylaws maybe made by the board of directors or the shareholders at any
time. Each bylaw made by the board of directors, however, may be amended or
repealed, and a new bylaw made by the shareholders, and the shareholders may
provide that any bylaw made by them shall not be amended or repealed by the
board of directors, which proviso shall control.
Section 2. Legislative Amendment - If any portion of these bylaws is
subsequently rendered invalid by an Act of the General Assembly of Virginia
those portions hereof that are not affected by such legislation shall remain in
full force and effect until and unless amended or repealed in accordance with
the terms hereof.
ARTICLE XII - MISCELLANEOUS
Shares in another corporation held in the name of this corporation may be
voted only by Alan R. Brill, either in person or by proxy.
Each use of a masculine pronoun herein shall be read as if both a
masculine and feminine pronoun had been used in the alternative.
Adopted by the Shareholders:
December 30, 1987