Exhibit 3.164
BY-LAWS
OF
VEGETARIAN TIMES, INC.
ARTICLE I
OFFICES AND RECORDS
Section 1.1 Registered Office. The Corporation shall continuously
maintain in the State of Illinois a registered office and a registered
agent whose business office shall be the registered office.
Section 1.2 Other Offices. The Corporation may have such other
offices, either within or without the State of Illinois, as the Board of
Directors may designate or as the business of the Corporation may from
time to time require.
Section 1.3 Corporate Records -- Examination by Shareholders. The
Corporation shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its shareholders and
Board of Directors and committees thereof. The Corporation also shall keep
at its registered office or principal place of business in the State of
Illinois, or at the office of a transfer agent or registrar in the State
of Illinois, a record of its shareholders, giving the names and addresses
of all shareholders and the number and class of shares held by each.
Upon the written request of any shareholder of the Corporation, the
Corporation shall mail to such shareholder within fourteen (14) days after
receipt of such request a balance sheet as of the close of its latest
fiscal year and a profit and loss statement for such fiscal year; provided
that if such request is received by the Corporation before such financial
statements are available, the Corporation shall mail such financial
statements within fourteen (14) days after they become available, but in
any event within one hundred twenty (120) days after the close of its
latest fiscal year.
Any person who is a shareholder of record of the Corporation shall
have the right to examine, in person or by agent, at any reasonable time
or times, the Corporation's books and records of account, minutes, voting
trust agreements filed with the Corporation, and the record of
shareholders, and to make extracts therefrom, but only for a proper
purpose. In order to
exercise this right, a shareholder must make written demand upon the
Corporation, stating with particularity the records sought to be examined
and the purpose therefor.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Meeting. An annual meeting of the shareholders
shall be held during the month of September of each year for the purpose
of electing the directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
Section 2.2 Special Meetings. Special meetings of the shareholders
may be called by the President, by the Board of Directors, or by the
holders of not less than one-third of all the outstanding shares entitled
to vote on the matter for which the meeting is called, for the purpose or
purposes stated in the call of the meeting. Special meetings of the
shareholders may also be called by such other officers or persons as
provided in the Articles of Incorporation or these By-laws.
Section 2.3 Time and Place of Meeting. The Board of Directors may
designate any time and place as the time and place of meeting for any
annual or special meeting of shareholders called by the Board of
Directors. If no designation is made, or if a special meeting is otherwise
called, the place of the meeting shall be at the main business office of
the Corporation in the State of Illinois.
Section 2.4 Notice of Meeting; Waiver. Written or printed notice
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 delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, or in the case of a merger, consolidation,
share exchange, dissolution, or sale, lease, or exchange of assets, not
less than twenty (20) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, with postage thereon prepaid, addressed to the
shareholder at his address as it appears on the records of the
Corporation. Except
-2-
as provided herein, when a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
Attendance at any meeting shall constitute waiver of notice thereof unless
the person at the meeting objects to the holding of the meeting because
proper notice was not given.
Section 2.5 Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of
any dividend, or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or exchange of
shares or for the purpose of any other lawful action, the Board of
Directors of the Corporation may fix in advance a record date for such
determination of shareholders, which shall not be more than sixty (60)
days and, for a meeting of shareholders, not less than ten (10) days, or
in the case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of assets, not less than twenty (20) days,
immediately preceding such meeting. If no record date is fixed, the record
date for the determination of shareholders for any purpose shall be the
date on which notice of the meeting is mailed or the date the Board of
Directors adopts the resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting.
Section 2.6 Voting Lists. The officer or agent having charge of the
transfer books for shares of the Corporation shall make, within twenty
(20) days after the record date for a meeting of shareholders or ten (10)
days before such meeting, whichever is earlier, a complete list of
shareholders entitled to vote at such meeting, arranged in alphabetical
order, showing the address of and the number of shares registered in the
name of the shareholder, which list, for a period of ten (10) days prior
to such meeting, shall be kept on file at the registered office of the
Corporation and shall be open to inspection by any shareholder and to
copying at the shareholder's expense, for any proper purpose at any time
during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to
inspection by any shareholder during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof kept in the
State of Illinois, shall be prima facie evidence as to who are the
shareholders entitled to examine such list-or share ledger or transfer
book or to vote at any meeting of shareholders.
-3-
Section 2.7 Quorum. A majority of the outstanding shares of the
Corporation entitled to vote on a matter, represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders for
consideration of such matter at a meeting of shareholders; provided that
if less than a majority of the outstanding shares are represented at such
meeting, a majority of the shares so represented may adjourn the meeting
at any time without further notice. In no event shall a quorum consist of
less than one-third of the outstanding shares entitled so to vote. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on a matter shall be the
act of the shareholders, unless the vote of a greater number or voting by
classes is required by the Illinois Business Corporation Act of 1983, the
Articles of Incorporation or these By-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which
might have been transacted at the original meeting. Withdrawal of
shareholders from any meeting shall not cause failure of a duly
constituted quorum at that meeting. The Articles of Incorporation may
require any number of a percent greater than a majority up to and
including a requirement of unanimity to constitute a quorum.
Section 2.8 Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote upon each matter submitted to vote at
a meeting of shareholders, except as otherwise provided in the Articles of
Incorporation of the Corporation.
Section 2.9 Noncumulative Voting. Every shareholder shall have the
right to vote the number of shares owned by such shareholder for as many
persons as there are directors to be elected, but shall not have the right
to cumulate such votes.
Section 2.10 Voting of Shares by Certain Holders. Shares registered
in the name of another corporation, domestic or foreign, may be voted by
any officer, agent, proxy or other legal representative authorized to vote
such shares under the law of incorporation of such corporation or as the
by-laws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.
A corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as
authorized to vote such shares, together with any other person indicated
and any other holder of an office indicated by the corporate shareholder
to the corporation as a person or an office authorized to vote such
shares. Such persons and offices indicated shall be registered by the
Corporation on the transfer books for shares and included in any voting
list
-4-
prepared in accordance with Section 7.30 of the Illinois Business
Corporation Act of 1983.
Shares registered in the name of a deceased person, a minor ward or
a person under legal disability may be voted by his administrator,
executor, or court appointed guardian, either in person or by proxy
without a transfer of such shares into the name of such administrator,
executor, or court appointed guardian. Shares registered in the name of a
trustee may be voted by him or her, either in person or by proxy.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares
so transferred.
Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but
shares of its own stock held by it in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares
at any given time.
Section 2.11 Proxies. Each shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act
for him by proxy. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy.
Section 2.12 Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may
be taken at a meeting of the shareholders, may be taken without a meeting
and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares 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 voting.
Prompt notice of the taking of the corporation action without a
meeting by less than unaminious written consent shall be given in writing
to those shareholders who have not consented in writing. In the event that
the action which is consented to is such as would have required the filing
of a certificate under any other section of the Illinois Business
Corporation Act of 1983 other than Section 7.10, if such action had been
voted on by the shareholders at a meeting thereof, the certificate filed
under such other section of Illinois Business Corporation Act of 1983,
shall state, in lieu of any statement required by such section
-5-
concerning any vote of shareholders, that written consent has been given
in accordance with the provisions of this Section 7.10 of the Illinois
Business Corporation Act of 1983, and that written notice has been given
as provided in said Section 7.10.
Section 2.13 Voting by Ballot. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
Section 2.14 Inspectors. At any meeting of shareholders, the
chairman of the meeting may, or upon the request of any shareholder shall,
appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity
and effect of proxies; count all votes and report the results; and do such
other acts as are proper to conduct the election and voting with
impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or
by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or
inspectors on the number of shares represented at the meeting and the
results of the voting shall be prima facie evidence thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.
Section 3.2 Number, Tenure and Qualifications. The number of
directors of the Corporation shall within the range of two (2) at the
minimum and seven (7) at the maximum. The directors shall hold office
until the next annual meeting of shareholders or, thereafter, until their
successors shall have been elected and qualified. Directors need not be
residents of Illinois or shareholders of the Corporation. The number of
directors may be increased or decreased from time to time by the amendment
of this section, but no decrease shall have the effect of shortening the
term of any incumbent director. A director may resign at any time by
giving written notice to the board of directors, its chairman, or to the
president or secretary of the corporation. A
-6-
resignation is effective when the notice is given unless the notice
specifies a future date. The pending vacancy may be filled before the
effective date, but the successor shall not take office until the
effective date.
Section 3.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-law immediately
after, and at the same place, as the annual meeting of shareholders. The
Board of Directors may, by resolution, provide the time and place for the
holding of additional regular meetings without other notice than such
resolution.
Section 3.4 Special Meetings. Special meetings of the Board of
Directors may be called at the request of the President or any one or more
director. The person or persons authorized to call special meetings of the
Board of Directors may fix any place as the place for holding any special
meeting of the Board of Directors called by them.
Section 3.5 Notice; Waiver. Notice of any special meeting shall be
given at least two (2) days previous thereto by written notice to each
director at his business address, by mail, telegram, or personal delivery.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon prepaid. If by
telegram, such notice shall be deemed delivered when the telegram is
delivered to the telegraph company. Attendance of a director at any
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. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.
Section 3.6 Quorum. A majority of the number of directors fixed by
these By-laws, or in the absence of a By-law fixing the number of
directors, the number stated in the Articles of Incorporation or named by
the incorporators, shall constitute a quorum for transaction of business
at any meeting of the Board of Directors unless a greater number is
required by the Articles of Incorporation or these By-laws, provided that
if less than a majority of such directors is present at said meeting, a
majority of the directors present may adjourn the meeting at any time
without further notice. If the Corporation has a variable range board of
directors, a quorum shall consist of a majority of the directors then in
office, but not less than a majority of the minimum number of directors
specified for the variable range of the Board unless the Articles of
Incorporation or these By-laws specify a greater number. The act of the
majority of the directors present at a meeting at which a quorum is
present shall
-7-
be the act of the Board of Directors, unless the act of a greater number
is required by the Illinois Business Corporation Act of 1983, the Articles
of Incorporation or these By-laws.
Section 3.7 Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in
the number of directors may be filled by election at an annual meeting or
at a special meeting of shareholders called for that purpose. A director
elected by the shareholders to fill a vacancy shall hold office for the
balance of the term for which he was elected. A director appointed to fill
a vacancy shall serve until the next meeting of shareholders at which
directors are to be selected.
Section 3.8 Informal Action. Unless specifically prohibited by the
Articles of Incorporation or these By-laws, any action required by the
Illinois Business Corporation Act of 1983 to be taken at a meeting of the
Board of Directors, or any other action which may be taken at a meeting of
the Board of Directors or any committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall
be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of the committee, as the
case may be. Any such consent signed by all the directors or all the
members of a committee shall have the same effect as an unanimous vote.
The consent shall be evidenced by one or more written approvals,
each of which sets forth the action taken and bears the signature of one
or more directors. All the approvals evidencing the consent shall be
delivered to the Secretary to be filed with the corporate records. The
action taken shall be effective when all the directors have approved the
consent unless the consent specifies a different effective date.
Section 3.9 Telephonic Meetings. Unless specifically prohibited by
the Articles of Incorporation or these By-laws, members of the Board of
Directors or of any committee of the Board of Directors may participate in
and act at any meeting of such board or committee through the use of a
telephone conference or other communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in such meetings shall constitute attendance and presence in
person at the meeting of the person or persons so participating.
Section 3.10 Committees. The Board of Directors, by a resolution
adopted by a majority of the number of directors fixed by the By-laws may
create one or more committees of the Board of Directors and may designate
two or more directors to constitute such a committee, which committee, to
the extent provided in such resolution, shall have and exercise all of the
authority of the
-8-
Board of Directors in the management of the Corporation, except as
otherwise provided in the Illinois Business Corporation Act of 1983.
Vacancies in the membership of any committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors.
Each committee shall keep regular minutes of its proceedings and report
the same to the Board when requested.
Unless the appointment by the Board of Directors requires a greater
number, a majority of any committee shall constitute a quorum, and a
majority of a quorum is necessary for committee action. A committee may
act by unanimous consent in writing without a meeting and, subject to the
provision of these By-laws or action by the Board of Directors, any
committee by majority vote of its members shall determine the time and
place of meetings and the notice required therefor.
Section 3.11 Presumption of Assent. A director of the Corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be conclusively presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 3.12 Compensation. The Board of Directors, by the
affirmative vote of a majority of 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,
notwithstanding the provisions of Section 8.60 of the Illinois Business
Corporation Act of 1983. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each
meeting of the Board. No such payment previously mentioned in this section
shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 3.13 Removal of Directors. Shareholders at a meeting may
remove one or more directors, with or without cause, by the affirmative
vote of the holders of two-thirds of the outstanding shares then entitled
to vote at an election of directors, except as follows:
(1) No director shall be removed at a meeting of the shareholders
unless the notice of such meeting shall state that a purpose of the
meeting is to vote upon the removal of one or more
-9-
directors named in the notice. Only the named director or directors may be
removed at such meeting.
(2) If the Corporation has cumulative voting and less than the
entire Board is to be removed, no director may be removed, with or without
cause, if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire Board of
Directors.
(3) If a director is elected by a class or series of shares, he may
be removed only by the shareholders of that class or series.
ARTICLE IV
OFFICERS
Section 4.1 Number. The officers of the Corporation shall be a
President, a Secretary, and such other officers as may be elected or
appointed by the Board of Directors. Any two or more offices may be held
by the same person. One officer shall have the authority to certify the
By-laws, resolutions of the shareholders and Board of Directors and
committees thereof, and other documents of the Corporation as true and
correct copies thereof.
Section 4.2 Election and Term of Office. The officers of the
Corporation shall be elected or appointed annually by the Board of
Directors at the regular meeting of the Board of Directors or at a meeting
held in lieu thereof. Vacancies may be filled or new offices created and
filled at any meeting of the Board of Directors. Except as provided
herein, each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death, resignation or
removal. Election of an officer shall not of itself create any contract
right: of that officer against the Corporation.
Section 4.3 Removal. Any officer elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights; if
any, of the person so removed.
Section 4.4 President. The President shall be the principal
executive officer of the Corporation. Subject to the direction and control
of the Board of Directors, he shall be in charge of the business of the
Corporation; he shall see that the resolutions and directions of the Board
of Directors are carried into
-10-
effect except in those instances in which that responsibility is
specifically assigned to some other person by the Board of Directors; and,
in general, he shall discharge all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors from time to time. He shall preside at all meetings of the
shareholders and of the Board of Directors unless these By-laws provide
that a Chairman of the Board or other officer shall preside. Except in
those instances in which the authority to execute is expressly delegated
to another officer or agent of the Corporation or a different mode of
execution is expressly prescribed by the Board of Directors or these
By-laws, he may execute for the Corporation certificates of its shares,
and any contracts, deeds, mortgages, bonds, or other instruments which the
Board of Directors has authorized to be executed, and he may accomplish
such execution either under or without the seal of the Corporation and
either individually or with the Secretary, any Assistant Secretary, or any
other officer thereunto authorized by the Board of Directors, according to
the requirements of the form of the instrument. He may vote all securities
which the Corporation is entitled to vote except as and to the extent the
Corporation shall be vested in a different officer or agent of the
Corporation by the Board of Directors.
Section 4.5 Vice Presidents. The Vice President (or if there be more
than one, the Vice Presidents) shall assist the President in the discharge
of his duties as the President may direct and shall perform such other
duties as from time to time may be assigned to him by the President or by
the Board of Directors. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the
order of their seniority as determined from time to time by the Board of
Directors) 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. Except in those instances in which the authority to execute
is expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of
Directors or these By-laws, the Vice President (or each of them if there
are more than one) may execute for the Corporation certificates for its
shares and any contracts, deeds, mortgages, bonds or other instruments,
which the Board of Directors has authorized to be executed, and he may
accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of
Directors, according to the requirements of the form of the instrument.
-11-
Section 4.6 Secretary. The Secretary shall (a) keep the minutes of
the shareholders' and the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these By-laws or as required by law;
(c) be custodian of the corporate records and of the seal of the
Corporation, if such a seal shall exist; (d) keep a register of the post
office address of each shareholder which shall be furnished to the
Secretary by each such shareholder; (e) sign with the President or a Vice
President, or any other officer thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, the issuance of
which shall have been authorized by the Board of Directors and any
contracts, deeds, mortgages, bonds, or other instruments which the Board
of Directors has authorized to be executed, according to the requirements
of the form of the instrument, except when a different mode of execution
is expressly prescribed by the Board of Directors or these By-laws; (f)
have general charge of the stock transfer books of the Corporation; and
(h) in general perform all duties incident to the office of Secretary and
such other duties from time to time may be assigned to him by the
President or the Board of Directors.
Section 4.7 Treasurer. The Treasurer shall be the principal
accounting and financial officer of the Corporation. He shall (a) have
charge and custody of and be responsible for all funds and securities of
the Corporation, (b) receive and give receipts for moneys due and payable
to the Corporation from any source whatsoever, and deposit all such moneys
in the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected by the Board of Directors, (c) disburse
the funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and (d) in general perform
all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President or the
Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond in such sum and with such surety or sureties as the
Board of Directors shall determine, for the faithful discharge of his
duties and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money, securities, and other property belonging to the
Corporation in his possession or control.
Section 4.8 Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurer, or any of them if there be more than one, and the
Assistant Secretary or any of them if there be more than one, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors. An
Assistant Secretary may sign with the President, or a Vice President, or
any other officer thereunto authorized by the Board of Directors
-12-
certificates for shares of the Corporation, the issue of which shall have
been authorized by the Board of Directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the Board of Directors has
authorized to be executed, according to the requirements of the form of
the instrument, except when a different mode of execution is expressly
prescribed by the Board of Directors or these By-laws. An Assistant
Treasurer shall respectively, if required by the Board of Directors, give
bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board of Directors shall determine.
Section 4.9 Controller. The Board of Directors may elect a
Controller who shall be responsible for all accounting and auditing
functions of the Corporation and who shall perform such other duties as
may from time to time be required of him by the Board of Directors.
Section 4.10 Appointive Officers. The President may appoint other
officers and agents on a division basis or otherwise, as such divisions or
other operating units are created by the Board of Directors, and such
other officers and agents shall receive such compensation, have such
tenure and exercise such authority as the President shall specify. All
appointments made by the President hereunder and all the terms and
conditions thereof must be reported to the Board of Directors. No
appointive officer shall have any contractual rights against the
Corporation for compensation by virtue of such appointment beyond the date
of the appointment of his successor, his death, his resignation, or his
removal, whichever event shall first occur, except as otherwise provided
in an employment contract or under an employee deferred compensation plan.
Section 4.11 Salaries. The salaries of the elected officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also
a director of the Corporation.
Section 4.12 Vacancies. A newly created office or a vacancy in any
office because of death, resignation, removal, disqualification or
otherwise may be filled by the Board of Directors for the unexpired
portion of the term at any meeting of the Board of Directors.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 5.1 Certificates For Shares. Certificates representing
shares of the Corporation shall be signed by the
-13-
appropriate corporate officers, such as the President or a Vice president
or by such officer as shall be designated by resolution of the Board of
Directors, and by the Secretary or an Assistant Secretary, and shall be
sealed with the seal or a facsimile of the seal of the corporation if the
Corporation has a seal. If the signature of each officer be by facsimile,
the certificate shall be manually signed by or on behalf of a duly
authorized transfer agent or clerk. Each certificate representing shares
shall be consecutively numbered or otherwise identified, and shall also
state the name of the shareholder to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, and that
the Corporation is organized under Illinois law. The certificate may state
the par value or a statement that the shares are without par value, if
applicable. If the Corporation is authorized and does issue shares of more
than one class or of a series within a class, the certificate shall also
contain such information or statement as may be required by law.
The name and address of each shareholder, the number and class of
shares held and the date on which the certificates for the shares were
issued shall be entered on the books of the Corporation. The shareholder
in whose name shares are registered on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the Corporation.
Unless prohibited by the Articles of Incorporation, the Board of
Directors may provide by resolution that some or all of any class or
series of shares shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until the certificate has
been surrendered to the Corporation. Within a reasonable time after the
issuance or transfer of uncertificated shares, the Corporation shall send
the registered owner thereof a written notice of all information that
would appear on a certificate. Except as otherwise expressly provided by
law, the rights and obligations of the holders of uncertificated shares
shall be identical to those of the holders of certificates representing
shares of the same class and series.
Section 5.2 Transfer of Shares. Transfer of shares of the
Corporation shall be recorded on the books of the Corporation and, except
in the case of a lost or destroyed certificate, shall be made on
surrender for cancellation of the certificate for such shares. A
certificate presented for transfer must be duly endorsed and accompanied
by proper guaranty of signature and other appropriate assurances that the
endorsement is effective. Transfer of an uncertified share shall be made
on receipt by the Corporation of an instruction from the registered owner
or other appropriate person. The instruction shall be in writing or be a
communication in such form as may be agreed upon in writing by the
Corporation.
-14-
Section 5.3 Lost Certificates. If a certificate representing shares
has allegedly been lost or destroyed, the Board of Directors may in its
discretion as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it
may impose.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, of the Corporation, to enter into
any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined
to specific instances.
Section 6.2 Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances. The
Corporation shall have the power to lend money to its directors, officers,
employees and agents.
Section 6.3 Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
Section 6.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositaries as the
Board of Directors may select.
ARTICLE VII
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
Section 7.1 Third Party Action. 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 who is
or was
-15-
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, 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 contendre
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 interest of the' Corporation,
or with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his conduct was unlawful.
Section 7.2 Derivative Action. 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; provided that an indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation, unless, and only to the extent
that 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 shall deem proper.
Section 7.3 Successful Defense. To the extent that a director,
officer, employee or agent of the Corporation has been successful, on the
merits or otherwise, in the defense of any action, suit or proceeding
referred to in Sections 7.1 and 7.2 herein, 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.
Section 7.4 Procedures. Any indemnification under Sections 7.1 and
7.2 herein (unless ordered by a court) shall be made by
-16-
the Corporation only as authorized in the specific case 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 Sections 7.1 and 7.2 herein. Such
determination shall be made (a) 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 (b) 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 (c) by the
shareholders.
Section 7.5 Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding, as
authorized by the Board of Directors in the specific case, upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount, unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized herein.
Section 7.6 Not Exclusive Provisions. The indemnification provided
by this Article VII shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any by-law, contract,
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his other 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.
Section 7.7 Insurance. The Corporation may 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 such person in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such
liability under the provisions of this Article VII.
Section 7.8 Shareholder Notice. If the Corporation has paid
indemnity or has advanced expenses to a director, officer, employee or
agent, the Corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next
shareholders' meeting.
Section 7.9 Merger. In the case of a merger, the term "corporation"
shall include, in addition to the surviving
-17-
corporation, any merging corporation absorbed in a merger which, if its
separate existence had continued, would have had the power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who was a director, officer, employee or agent of such merging
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this section with
respect to the surviving corporation as such person would have with
respect to such merging corporation if its separate existence had
continued.
Section 7.10 Definitions. For purposes of this Article VII,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise tax assessed on a person
with respect to an employee benefit plan; and references to the phrase
"serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interest of the Corporation" as referred
to in this Article VII.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
Section 8.2 Distributions. The Board of Directors may from time to
time declare and the Corporation may pay distributions (dividends,
redemptions and other transfers of money or property) to its shareholders
on its outstanding shares in the manner and upon the terms and conditions
provided by the Illinois Business Corporation Act of 1983 and the Articles
of Incorporation of the Corporation.
Section 8.3 Seal. The Corporation may use a corporate seal which may
be altered at pleasure, by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced. The corporate seal
shall have inscribed thereon the name of the Corporation and the words
"Corporate Seal, Illinois". The affixing of a corporate seal to an
instrument shall not give the instrument additional force or effect, or
change the construction thereof and the use of the corporate seal is not
mandatory.
-18-
Section 8.4 Audits. The Board of Directors shall determine whether
the Corporation's accounts, books and records shall be audited upon the
conclusion of each fiscal year, and shall determine who performs that
audit.
Section 8.5 Resignations. Any director or any officer, whether
elected or appointed, may resign at any time by serving written notice of
such resignation on the Board of Directors and unless specifically made
effective at a future date, such resignation shall be deemed to be
effective as of the close of business on the date said notice is received
by the Board of Directors. No formal action shall be required of the Board
of Directors or the shareholders to make any such resignation effective.
ARTICLE IX
AMENDMENTS
Section 9. Amendments. Unless reserved to the shareholders by the
Articles of Incorporation of the Corporation, these By-laws may be made,
altered, amended or repealed by the shareholders or the Board of
Directors, but no By-law adopted by the shareholders may be altered,
amended or repealed by the Board of Directors if the By-law: so provides
The By-laws may contain any provisions for the regulation and management
of the affairs of the Corporation not inconsistent with law or the
Articles of Incorporation of the Corporation.
-19-
VEGETARIAN TIMES, INC.
UNANIMOUS WRITTEN ACTION
OF THE BOARD OF DIRECTORS
Effective this 10th day of June, 1996, the undersigned, being all of the
directors of Vegetarian Times, Inc., a corporation organized under the laws of
the State of Illinois (the "Corporation"), hereby unanimously adopt the
resolution set forth below:
RESOLVED, that the first sentence of Article III - Section 3.2 ("Number,
Tenure and Qualifications") of the By-laws of the Corporation is hereby
deleted and replaced with the following:
"The number of directors of the Corporation shall be a minimum of
one and a minimum of seven."
/s/ David C. Cox /s/ James J. Viera
- ------------------- ---------------------
David C. Cox James J. Viera