Exhibit 3.7
BY-LAWS
OF
FALCON FUNDING CORPORATION
ARTICLE I
OFFICES
Section l. The registered office of Falcon Funding Corporation (the
"Corporation") shall be located in the City of Los Angeles, County of Los
Angeles, State of California.
Section 2. The principal office of the Corporation shall be in the City
of Los Angeles, County of Los Angeles, State of California. The Corporation
may also have offices at such other places both within and without the State
of California and the United States as the Board of Directors may from time
to time determine or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the stockholders for the election of
directors shall be held at the principal office of the Corporation, at such
place and time as may be fixed from time to time by the Board of Directors,
or at such other place either within or without the State of California or
the United States, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed
waiver of the notice thereof. Meetings of stockholders for any other purpose
may be held at such time and place, within or without the State of California
or the United States, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Annual meetings of the stockholders shall be held on such
date not more than one hundred and eighty days (180) following the end of the
fiscal year, and at a time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. At the annual
meeting, the stockholders shall elect by a plurality vote a Board of
Directors and shall transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before
the date of the meeting.
Section 4. Special meetings of the stockholders for any purpose or
purposes, unless otherwise provided by statute, the Articles of Incorporation
or these By-laws, shall be called by the Chief Executive Officer ("CEO") or
Secretary at the request in writing of a majority of the Board of Directors
or at the request in writing of stockholders owning a majority of the
capital stock of the Corporation issued and outstanding and entitled to vote.
Such requests shall state the purpose or purposes of the proposed meeting.
Section 5. Written notice of a special meeting shall state the place,
date and hour of the meeting and the purpose or purposes for which the
meeting is called and shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting.
Section 6. The holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by law or by the
Articles of Incorporation. 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 represented 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.
Section 7. Unless otherwise required by law or the Articles of
Incorporation, any question brought before any meeting of stockholders shall
be decided by the vote of the holders of a majority of the stockholders
represented and entitled to vote thereat. Each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each share of
the capital stock entitled to vote thereat held by such stockholder. Such
votes may be cast in person or by proxy, but no proxy shall be voted on or
after three years from this date, unless such proxy provides for a longer
period.
Section 8. Unless otherwise provided by statute, the Articles of
Incorporation or these By-laws, any action required or permitted to be taken
at any annual or special meeting of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
stock of the Corporation having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Such
consent shall be filed with the Secretary of the Corporation. Prompt notice
of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
DIRECTORS
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Section 1. The number of directors that constitutes the Board of
Directors shall be at least one (1) and not more than five (5), the exact
number of which shall initially be fixed by the Incorporator and thereafter
from time to time by the Board of Directors. Except as provided in Section 2
of this Article, directors shall be elected by a plurality of the votes cast
at annual meetings of stockholders, and each director so elected shall hold
office until the next annual meeting and until his successor is duly elected
and qualified, or until his earlier resignation or removal. Any director may
resign at any time upon notice to the Corporation. Directors need not be
shareholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole
remaining director. The directors so chosen shall hold office until the next
annual election and until their successors are duly elected and qualified.
If at the time of filling any vacancy or any newly created directors the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), stockholders
holding at least a majority of the outstanding shares entitled to vote for
directors shall have the right to order to vote to fill any such vacancies or
newly created directorships, or to replace any directors chosen by the
directors.
Section 3. The business 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, the Articles of
Incorporation or these By-laws directed or required to be exercised or done
by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of California or
the United States. Regular meetings of the Board of Directors may be held
without notice at such place as may from time to time be determined by the
Board. Special meetings of the Board of Directors may be called by the
President or by any two directors. Notice thereafter shall be given by the
Secretary to each director either by mail on four day's notice or by telegram
or telephone on one day's notice.
Section 2. At all meetings of the Board, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, unless otherwise
specifically provided by statute or the Articles of Incorporation. If a
quorum is not present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice
other than an announcement at the meeting, until a quorum shall be present.
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Section 3. Unless otherwise provided by statute, the Articles of
Incorporation or these By-laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or the committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board of Directors.
Section 4. Unless otherwise provided by the Articles of Incorporation
or these By-laws, members of the Board of Directors, or of any committee
designated by the Board, may participate in a meeting of the Board or such
committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
ARTICLE V
COMMITTEES OF DIRECTORS
The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each consisting of two or more
directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.
ARTICLE VI
COMPENSATION OF DIRECTORS
Section l. The directors may be paid their expenses, if any, of
attending meetings of the Board of Directors. Such payments may take the
form of a fixed sum for attendance at each meeting or a stated salary as a
director. Members of committees may be allowed like compensation for
attending committee meetings.
Section 2. No payment permitted under this Article VI shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 3. No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their
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votes are counted for such purpose if (i) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (ii) the material facts
as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee
thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
ARTICLE VII
OFFICERS
Section l. The officers of the Corporation shall be designated by the
Board of Directors by election and, unless otherwise required by the
California Corporations Code (the "Code"), may include a CEO, a President, a
Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), one or
more Vice Presidents, a Secretary, a General Counsel, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers. The Board of
Directors may also elect such other officers and agents as it deems
necessary. Any number of offices may be held by the same person, unless
otherwise provided by statute, the Articles of Incorporation or these
By-laws. In its discretion, the Board of Directors may choose not to fill
any office for any period as it may deem advisable, except that of any
vacancy in the offices of the CEO and Secretary shall be filled as
expeditiously as possible.
Section 2. The officers of the Corporation shall be elected by the
Board of Directors at the Board's first meeting after each annual meeting of
stockholders.
Section 3. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote
of a majority of the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.
Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
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Section 5. The CEO shall be the chief executive officer of the
Corporation. The CEO shall preside at all meetings of the stockholders, and
shall see that all orders and resolutions of the Board of Directors are
carried into effect. The CEO shall execute under the seal of the Corporation
bonds, mortgages, contracts and other contracts requiring a seal, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof is expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. The
CEO shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to him by these by-laws or by the Board
of Directors.
Section 6. In the absence of the CEO or in the event of his inability
or refusal to act, the President or a Vice-President (or in the event there
are more than one, the Vice-Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall
perform the duties of the CEO and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the CEO. The President or
Vice-President shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
Section 7. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all of the
proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for any
committees when required. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board
of Directors and shall perform such other duties as may be prescribed by the
Board of Directors or the CEO, under whose supervision he shall be. The
Secretary shall have custody of the seal of the Corporation, and he, or an
Assistant Secretary, shall have the authority to affix the same to any
instrument requiring it, and (when so affixed) it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature.
Section 8. The CFO shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors.
Section 9. The CFO shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the CEO, and the Board of Directors at the
Board's regular meetings or when the Board
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so requires, an account of all his transactions as CFO and of the financial
condition of the Corporation.
Section 10. If required by the Board of Directors, the CFO 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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ARTICLE VIII
NOTICE
Section 1. Whenever, under the provisions of law or of the Articles of
Incorporation or of these by-laws, notice is required to be given to any
director or stockholder in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice
to directors may also be given by telegram or by telephone and shall be
deemed to be given at the time when such telegram is sent or such telephone
notice is actually given and received.
Section 2. Whenever any notice is required to be given under the
provisions of law or of the Articles of Incorporation or by these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IX
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by the CEO, the President or a Vice-President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by the stockholder
in the Corporation.
Section 2. Any or all of the signatures on the certificate may be a
facsimile if the certificate is manually signed on behalf of a transfer agent
or a registrar (other than the Corporation itself or an employee of the
Corporation). In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, the certificate may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
Section 3. The Board of Directors may direct that a new certificate or
certificates be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or
certificates or his legal representative to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it
may direct as indemnity against any
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claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
the proper evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date that shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new date for the adjourned meeting.
Section 6. The Corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner. The Corporation shall be entitled to
hold liable for calls and assessments a person registered on its books as the
owner of shares. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, regardless of whether the Corporation shall have express
or other notice thereof, unless otherwise provided by statute, the Articles
of Incorporation or these By-laws.
ARTICLE X
GENERAL PROVISIONS
Section 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, unless otherwise provided by statute, the Articles of
Incorporation or these By-laws, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in
cash, property, or in shares of stock, unless otherwise provided by statute,
the Articles of Incorporation or these By-laws. Before payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time
to time, in their absolute discretion, may think proper as a reserve or
reserves for contingencies, equalizing dividends, repairing or maintaining
any property of the Corporation, or for such other purpose or purposes as the
Board of Directors shall think conducive to the interests of the Corporation,
and the Board of Directors may modify or abolish any such reserve in the
manner in which it was created.
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Section 2. DISBURSEMENTS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other
persons as the Board of Directors may from time to time designate.
Section 3. FISCAL YEAR. The fiscal year of the Corporation shall be
designated by resolution of the Board of Directors.
Section 4. CORPORATE SEAL. The Corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, California." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 5. INDEMNIFICATION. The Corporation shall have the power to
indemnify its officers, directors, employees and agents of the Corporation,
and such other persons as designated by the Board of Directors, to the full
extent as permitted under Section 317 of the Code, as amended from time to
time. To assure indemnification under this provision of all such persons who
are or were "fiduciaries" of an employee benefit plan governed by the Act of
Congress entitled "Employee Retirement Income Security Act of 1974," as
amended from time to time, said Section 317 shall, for the purposes hereof,
be interpreted as follows: "other enterprise" shall be deemed to include an
employee benefit plan; the Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such person
of his duties to the Corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to
an employee benefit plan pursuant to said Act of Congress shall be deemed
"fines"; and action taken or omitted by a person with respect to an employee
benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is
not opposed to the best interests of the Corporation.
Section 6. AMENDMENTS. Unless such power is reserved to the
stockholders by statute, the Articles of Incorporation or these By-laws,
these By-laws may be altered, amended or repealed, in whole or in part, or
new By-laws adopted either by the stockholders or the Board of Directors
(when such power is conferred upon the Board of Directors by the Articles of
Incorporation, and subject to repeal or change by action of the stockholders)
provided, however, that notice of such alteration, repeal, or adoption of new
by-laws be contained in the notice of such meeting of stockholders or Board
of Directors as the case may be. All such amendments must be approved by
either the holders of a majority of the capital stock entitled to vote
thereon or by a majority of the entire Board of Directors then in office.
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