Exhibit 3.4.2
AMENDED AND RESTATED
BYLAWS
OF
AUDIO INTERNATIONAL, INC.
ARTICLE I
STOCK
1. CERTIFICATES. Certificates of stock shall be issued to each holder
of fully paid stock in numerical order. Each certificate shall be signed by
the President and attested by the Secretary. A record of each certificate
shall be kept in the corporation's records.
2. FORM. The form of the certificate to represent stock ownership in
the corporation shall be fixed by the original incorporators, and may be
changed from time to time by the Board of Directors.
3. TRANSFER. Shares of the corporation shall be transferred on its
books only upon the surrender to the corporation of the share certificates
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer. In that event, the surrendered certificates shall be
canceled, new certificates issued to the person entitled to them, and the
transaction recorded on the books of the corporation.
4. LOST CERTIFICATES. The Board of Directors shall direct a new
certificate to be issued in place of a certificate alleged to
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have been destroyed or lost if the owner makes an affidavit that it is
destroyed or lost, but the Board in its discretion may, as a condition
precedent to issuing the new certificate, require the owner to give the
corporation a bond or security acceptable to the Board as indemnity against
any claim that may be made against the corporation on the certificate
allegedly destroyed or lost.
5. RESTRICTIONS ON TRANSFER. The President and Secretary of the
corporation shall have the authority on behalf of the corporation to enter
into any contract between the corporation and all of its shareholders (a)
imposing restrictions on the future transfer (whether inter vivos, by
inheritance or testamentary gift), hypothecation or other disposition of its
shares; (b) granting purchase options to the corporation or its shareholders;
or (c) requiring the corporation or its shareholders to purchase such shares
upon stated contingencies. In addition, any or all of such restrictions,
options or requirements may be imposed on all shares of the corporation,
issued and unissued, upon the unanimous resolution of the Board of Directors
and the consent of all stockholders as of the date of the Board's resolution.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders of this
corporation shall be held at such place as the Directors shall designate, the
date of the meeting to be the last business day of the corporation's fiscal
year.
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2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the President, by resolution of the Board of Directors,
or by any member of the Board of Directors.
3. NOTICE. Written notice of the stockholders' meetings shall be
given either personally or by mail, to each stockholder of record at his
address, as the same appears on the stock book of the corporation, not less
than ten (10) nor more than fifty (50) days before the meeting is to be held.
If a proposal to increase the authorized capital stock or bonded indebtedness
is to be submitted, notice must be given not less than sixty (60) nor more
than seventy-five (75) days before the meeting. In case of special meetings,
the notice shall also include a statement of the purpose or purposes for
which the meeting is called. If at any annual meeting there shall be
presented a proposal to increase the authorized capital stock or bonded
indebtedness, to dissolve, merge or consolidate, or to sell, lease, exchange,
or otherwise dispose of all or substantially all of the corporation's assets,
to amend the Articles of Incorporation or to effect any other fundamental
corporate change, then that annual meeting shall be deemed, for the purpose
of notice, a special meeting. Notice of any meeting or service of such notice
may be waived in writing before or after the meeting by a stockholder or by
the attendance in person or by proxy of any stockholder at such meeting. No
irregularity of notice of any regular or special meeting of the stockholders
shall invalidate such meeting or any proceeding thereat.
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4. QUORUM. A quorum at any meeting of the stockholders shall consist
of a majority in interest in the stock issued and outstanding then entitled
to vote, represented in person or by proxy. A majority of such quorum shall
decide any question that may come before the meeting.
5. PROXIES. A stockholder may vote at any meeting of the stockholders
by being present in person or by giving to some other person present at the
meeting a written proxy.
6. VOTING. In the election of Directors, the holder of each share of
stock then entitled to vote shall be entitled to cast votes equal to the
number of Directors to be elected. Directors shall be elected at the annual
meeting of stockholders. In all other matters to be determined at a
stockholders' meeting, the holders of shares of stock then entitled to vote
shall be entitled to cast votes equal to the number of shares held.
7. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,
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 if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
ARTICLE III
DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall
be managed by its Board of Directors.
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2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the
corporation shall be three. Each Director shall hold office for the term for
which he is elected or until his successor shall have been elected and
qualified. Directors need not be residents of Arkansas nor shareholders of
the corporation.
3. VACANCIES. If a vacancy occurs in the Board of Directors by reason
of death or resignation, or if the stockholders fail to fill all the
vacancies in the Board of Directors at the annual meeting of stockholders or
any meeting for the purpose of electing Directors, the vacancies shall be
filled by the affirmative vote of a majority of the remaining members of the
Board of Directors.
4. RESIGNATIONS. A Director may resign at any time by filing his
written resignation with the Secretary.
5. REMOVAL. A Director may be removed at any time, with or without
cause, by a special stockholders' meeting called expressly for that purpose.
6. MEETINGS. Meetings of the Board of Directors shall be held on call
of any member after giving notice in writing or otherwise to all members at
least twenty-four hours prior thereto. Notice of any meeting or service of
such notice may be waived in writing before or after the meeting by a
Director or by attendance at such meeting. No irregularity of notice of such
meeting shall invalidate such meeting or any proceeding thereat.
7. QUORUM. A quorum of any meeting of the Board of Directors shall
consist of a majority of the entire membership of
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the Board. A majority of such quorum shall decide any question that may come
before the meeting.
8. INFORMAL ACTION. Action taken by a majority of the Directors
without a meeting in respect to any corporation matter shall be valid if,
before or after such action, all Board members sign and file with the
Secretary for inclusion in the corporate minute book a memorandum showing
(a) the nature of the action taken, (b) the consent of the each Board member,
and (c) the names of Directors approving and Directors opposing such action.
9. PROXIES. Directors may not vote by proxy.
10. ELECTION OF OFFICERS. Officers of the corporation shall be elected
by the Board of Directors and shall serve at the pleasure of the Board of
Directors subject to any contracts of employment entered into by the
corporation. The Board of Directors shall fix the compensation of all
officers of the corporation.
ARTICLE IV
OFFICERS
1. NUMBER. The officers of the corporation shall be a Chief Executive
Officer, a President, a Chief Operating Officer, one or more Vice Presidents
(the number and designation thereof to be determined by the Board of
Directors), a Treasurer, a Secretary and such other officers as may be
elected in accordance with these bylaws. If there is only one shareholder,
any two offices may be held by the same person. If there is more than one
shareholder, any two offices may be held by the same person, except the
offices of President and Secretary.
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2. VACANCIES. When a vacancy occurs in one of the executive offices
by death, resignation or otherwise, it shall be filled by the Board of
Directors. The officer so selected shall hold offices until his successor is
chosen and qualified.
3. EXECUTION OF WRITTEN INSTRUMENTS. Leases, deeds, mortgages, and
contracts not in the ordinary course of business may be executed by the
Chairman of the Board, the President, or the Chief Operating Officer and
attested by the Secretary or Treasurer unless the Board of Directors shall in
a particular situation designate another procedure for their execution. The
Board of Directors may authorize any one or more officers and/or employees to
execute contracts in the ordinary course of business on behalf of the
corporation, and such authority may be general or confined to specific
instances.
4. CHECKS AND NOTES. Checks, notes, drafts and demands for money
shall be signed by any one or more officers and/or employees who may from
time to time be designated by the Board of Directors.
5. VOTING SHARES IN OTHER CORPORATIONS. In the absence of other
arrangements by the Board of Directors, shares of stock issued by any other
corporation and owned or controlled by this corporation may be voted at any
shareholders' meeting of the other corporation by the Chairman of the Board,
the President, or the Chief Executive Officer of this corporation; and in the
event neither the Chairman of the Board, the President, nor the Chief
Executive Officer is to be present at a meeting, the shares may be voted by
such person as the President and Secretary of the
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corporation shall by duly elected proxy designate to represent the
corporation at the meeting.
6. REIMBURSEMENT OF PAYMENTS. Any payments made to an officer such as
salary, commission, bonus, interest, or rent, or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be reimbursed by
such officer to the corporation to the full extent of such disallowance. It
shall be the duty of the Board of Directors to enforce payment of each such
amount disallowed. In lieu of payment by the officer, subject to the
determination of the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
corporation has been recovered.
ARTICLE V
AMENDMENTS
Bylaws may be adopted, amended or repealed at any meeting of the Board
of Directors by the unanimous consent of the Directors, unless the Articles
of Incorporation provide for the adoption, amendment or repeal by the
shareholders, in which event action thereon may be taken at any meeting of
the shareholders by the unanimous consent of the shares outstanding and a
majority of the outstanding shares of any other class which may be
substantially adversely affected by such action.
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