EXHIBIT 3.33.2
SERVICO ROSEVILLE NC
BY-LAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be located in South Minneapolis,
Minnesota.
Section 2. The corporation may also have offices at such other places both
within and without the State of Minnesota as the Board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of directors
shall be held within or outside the State of Minnesota as may be fixed from time
to time by the Board of directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
Section 2. Annual meetings of shareholders commencing with the year 1998
shall be held on the second Monday in January unless that day is a legal holiday
and a legal holiday then on the next secular day following, at 10:00 a.m. at
which they shall elect by a plurality vote a Board of directors and transact
such other business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally or by mail by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. [Illegible].
Section 2. Special meetings of the shareholders for any purpose or
purposes unless otherwise prescribed by statute or by the articles of
incorporation may be called by the president of the Board of directors or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting.
Section 3. Written or printed notice of a special meeting state the place,
day and hour of the meeting and purpose for which the meeting is called shall be
delivered not less than ten nor more than fifty 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.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote represented in person or proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders the shareholders 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.
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Section 2. [Illegible].
Section 3. [Illegible].
[Illegible].
Section 4. [Illegible].
If the articles of incorporation provide that a consent may be signed by
fewer than all of the shareholders having voting power on any question, then the
consent need be signed only by the shareholders holding that proportion of the
total voting power on the question which is required by the articles of
incorporation or by law whichever requirement is higher. The consent, together
with a certificate by the secretary of the corporation to the effect that the
subscribers to the consent constitute all or the required proportion of the
shareholders entitled to vote on the particular question shall be filed with the
records of proceedings of the shareholder. If the consent is signed by fewer
than all of the shareholders having voting power on the question prompt notice
shall be given to all to all of the shareholders of the action taken pursuant to
the consent.
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ARTICLE V
DIRECTORS
Section 1. [Illegible].
Section 2. Vacancies and newly created directorships resulting from any
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 to fill a vacancy or newly created directorship shall hold
office until the next succeeding annual meeting of shareholders and until his
successor shall have been elected and qualified.
In addition vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office though less than a quorum and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify.
Section 3. The business affairs 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 or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.
Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Minnesota at such place or places as they may from time to time determine.
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Section 5. [Illegible].
ARTICLE VI
MEETINGS OF THE Board of directors
Section 1. [Illegible].
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting provided a quorum shall be present or it may convene at such place and
time and shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be held upon
such notice or without notice and at such time and at such place as shall from
time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called by the
president on two days notice to each director either personally or by mail or by
telegram special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.
Section 5. Attendance of a director at any meeting shall constitute a
waive of notice of such meeting, except where a director attends 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.
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Section 6. [Illegible].
Section 7. [Illegible].
Section 8. Unless otherwise restricted by the articles of incorporation or
these by-laws, members of the board of directors may participate in a meeting of
the board of directors by means of conference telephone or similar
communications equipment provided all persons participating in the meeting can
hear and communicate with each other and such participation in a meeting shall
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular
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or special meeting of the board of directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required.
ARTICLE VIII
NOTICES
Section 1. [Illegible].
Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice whether before or after the time stated
therein shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents and
one or more assistant secretaries and assistant treasurers. Any two or more
offices may be held by the same person except the offices of President and
Secretary.
Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice presidents, a
secretary and a treasurer, none of whom need be a member of the board
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Section 3. The board of directors may appoint such other officers and
agents as they deem necessary, who shall hold the offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the board of directors.
Section 4. The salaries of all officers and directors of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. 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. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8. The vice president, or if there shall be more than one, the
vice presidents, in the order determined by the board of directors, shall in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
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THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all 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 the duties of the standing committees
when required. He 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 president
under whose supervision he shall be. He shall have custody of the corporate 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 each 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 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the 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 12. He 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 president and the board of directors at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.
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Section 13. If required by the board of directors, he 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.
Section 14. The assistant treasurer, or if there be more than one, the
assistant treasurers in the order determined by the board of directors, shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. When the corporation is authorized to issue
shares of more than one class there shall be set forth upon the face or back of
the certificate, or the certificate shall have a statement that the corporation
will furnish to any shareholder upon request and without charge a full and
summary statement of designations, preference, limitations and relative rights
of the shares of each class authorized to be issued and if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and preferences of subsequent
series.
Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In
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case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued may be issued by the corporation with the same effect as
if he were such officer at the date of its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new certificate
the board of directors in its discretion and as such a condition precedent to
the issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate to protect the
corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent or the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
corporation.
FIXING OF RECORD DATE
Section 5. For the purpose of determining shareholders entitled to notice
of and to vote at a meeting, or to receive a dividend, or to receive or exercise
subscription or other rights, or to participate in a reclassification of stock,
or in order to make a determination of shareholders for such purpose, such date
to be not more than seventy days and, if fixed for the purpose of determining
shareholders entitled to notice of and to vote at a meeting, not less than ten
days prior to the date on which the action requiring the determination of
shareholders is to be taken.
If no record date is fixed, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at four
o'clock in the afternoon
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on the day before the day on which notice is given, or if notice is waived at
the commencement of the meeting. If no record date is fixed the record date for
determining shareholders entitled to express consent to corporate action in
writing without meeting shall be the time of day on which the first written
consent is served on the corporation as provided by law.
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
provided however that the board of directors may fix a new record date for the
adjourned meeting and further provide that the adjournment or adjournments do
not exceed thirty days in the aggregate.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of the shares, and
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 whether or not it shall
have expressed or other notice thereof, except as otherwise provided by the laws
of Minnesota.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the transfer books for
shares shall make a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of each and the number
of shares held by each, which list shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any shareholder 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 the inspection of
any shareholder during the whole time of the meeting.
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VOTING RECORD
Section 8. The officer or agent having charge of the stock transfer books
for shares shall make before each meeting of shareholders a complete record of
the shareholders entitled to vote at shareholders meeting or any adjournment
thereof, arranged in alphabetical order with the address of each and the number
of shares held by each. Such record shall be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation.
Section 2. 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
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person as the board of
directors may from time to time designate.
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FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Minnesota." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be altered or repealed or new by-laws may be
adopted at any regular or special meeting of shareholders at which a quorum is
present or represented, by the affirmative vote of a majority of the stock
entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting.
Dated 1997
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