EXHIBIT 3.34.2
LODGIAN MOUNT LAUREL, INC.
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BYLAWS
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ARTICLE I
OFFICES
Section 1. Principal Place of Business. The principal office shall be at
Two Live Oak Center, Suite 700, 3445 Peachtree Road, N.E., Atlanta, GA 30326.
Section 2. Other Places of Business. The corporation may also have offices
at such other places both within and without the State of New Jersey as the
board of directors may, from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place. Meetings of stockholders shall be held at the corporate
offices in Atlanta, Georgia, or at any other place within the United States as
shall be designated from time to time by the board of directors and stated in
the notice of meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Annual meetings of stockholders, commencing
with the year 2000, shall be held on or before the last day of the third month
if not a legal holiday, and if a legal holiday then on the next secular day
following, at such time as shall be fixed by the Board of Directors, or at such
other date and tine as shall be fixed by the Board of Directors and stated in
the notice of the meeting, at which they shall elect a board of directors and
may transact any business within the powers of the corporation. Any business of
the corporation may be transacted at the annual meeting without being specially
designated in the notice, except such business as is specifically required by
statute to be stated in the notice.
Section 3. Special Meeting. At any time in the interval between annual
meetings, special meetings of the stockholders may be called by the board of
directors, or by the president, a vice-president, the secretary, or an assistant
secretary. In addition, special meetings of stockholders shall be called by the
secretary upon the written request of the holders of shares entitled to not less
than twenty-five percent (25%) of all the votes entitled to be cast at such
meeting. Such written request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat. The secretary shall
inform such stockholders of the reasonably estimated cost of preparing and
mailing such notice of the meeting, and upon payment to the corporation of such
costs the secretary shall give notice stating the purpose or purposes of the
meeting to all stockholders entitled to notice at such meeting. No special
meeting need be called upon the request of the holders of shares entitled to
cast less than a majority of all votes
entitled to be cast at such meeting to consider any matter which is
substantially the same as a matter voted upon at any special meeting of the
stockholders held during the preceding twelve (12) months.
Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
Section 4. Notice of Shareholder Meetings. Not less than ten (10) nor more
than sixty (60) days before the date of every stockholders' meeting, the
secretary shall give to each stockholder entitled to vote at such meeting, and
to each stockholder not entitled to vote who is entitled by statute to notice,
written or printed notice stating the time and place of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, either by mail or by presenting it to him personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of the
corporation, with postage thereon prepaid.
Section 5. Quorum of Shareholders. At any meeting of stockholders, the
presence in person or by proxy of stockholders entitled to cast fifty-one
percent (51%) of the votes thereat shall constitute a quorum; but this section
shall not affect any requirement under the New Jersey Business Corporation Act
(the "Act") or under the Certificate of Incorporation (the "Certificate") for
the vote necessary for the adoption of any measure. 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 6. Action by Majority. A majority of the votes cast at a meeting
of stockholders, duly called and at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless more than a majority of the votes cast is required by
the Act or by the Certificate.
Section 7. Shareholder Voting. Unless the Certificate provides otherwise,
each outstanding share of stock having voting power shall be entitled to one (1)
vote on each matter submitted to a vote at a meeting of stockholders; but no
share shall be entitled to vote if any installment payable thereon is overdue
and unpaid. A stockholder may vote the shares owned of record by him either in
person or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven (11) months
from its date, unless otherwise provided in the proxy. At all meetings of
stockholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman of the
meeting.
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Section 8. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of stockholders may be taken without a meeting in
accordance with N.J.S.A. 14A:5-6, if a consent in writing, setting forth such
action, is signed by all the stockholders entitled to vote on the subject matter
thereof and any other stockholders entitled to notice of a meeting of
stockholders but not to vote thereat have waived in writing any rights which
they may have to dissent from such action, and such consent and waiver are filed
with the records of stockholders meetings.
ARTICLE III
DIRECTORS
Section 1. Number and Term of Office. The number of directors of the
corporation shall be three (3). By vote of a majority of the entire board of
directors, the number of directors fixed by the Certificate of Incorporation
(the "Certificate") or by these bylaws may be increased or decreased from time
to time but shall never be less than one (1). The tenure of office of a director
shall not be affected by any decrease in the number of directors so made by the
board. Until the final annual meeting of stockholders or until successors are
duly elected and qualify, the board shall consist of the persons named as such
in the Certificate. At the first annual meeting of stockholders and at each
annual meeting thereafter, the stockholders shall elect directors to hold office
until the next annual meeting or until their successors are elected and qualify.
Directors need not be stockholders in the corporation. The Corporation shall
comply with the provisions of Article Second of the Certificate as pertains to
the inclusion of an Independent Director on the Board of Directors.
Section 2. Vacancies in Board of Directors. Any vacancy occurring in the
board of directors for any cause other than by reason of an increase in the
number of directors may be filled by a majority of the remaining members of the
board of directors, although such majority is less than a quorum or is by a sole
remaining director. Any vacancy occurring by reason of an increase in the number
of directors may be filled by action of a majority of the entire board of
directors. If the stockholders of any class or series are entitled separately to
elect one or more directors, a majority of the remaining directors elected by
that class or series or the sole remaining director elected by that class or
series may fill any vacancy among the number of directors elected by that class
or series. A director elected by the board of directors to fill a vacancy shall
be elected to hold office until the next annual meeting of stockholders or until
his successor is elected and qualified.
Section 3. Powers of Board of Directors. The business and affairs of the
corporation shall be managed by its board of directors, which may exercise all
of the powers of the corporation except such as are by law or by the Certificate
or by these bylaws conferred upon or reserved to the stockholders.
Section 4. Removal of Directors. At any meeting of stockholders, duly
called and at which a quorum is present, the stockholders may, by the
affirmative vote of
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the holders of a majority of the votes entitled to be cast thereon, remove any
director or directors from office and may elect a successor or successors to
fill any resulting vacancies for the unexpired terms of removed directors.
Section 5. Meetings of the Board of Directors. Meetings of the board of
directors, regular or special, may be held at any place in or out of the State
of New Jersey as the board may from time to time determine.
Section 6. Regular Meetings. Regular meetings of the board of directors
may be held without notice at such time and place as shall from time to time be
determined by the board of directors.
Section 7. Special Meetings. Special meetings of the board of directors
may be called at any time by the board of directors or the executive committee,
if one be constituted, by vote at a meeting, or by the president or by a
majority of the directors or a majority of the members of the executive
committee in writing with or without a meeting. Special meetings may be held at
such place or places within or without New Jersey as may be designated from time
to time by the board of directors; in the absence of such designation such
meetings shall be held at such places as may be designated in the call.
Section 8. Notice of Board Meetings. Notice of the place and time of every
special meeting of the board or directors shall be served on each director or
sent to him by telegraph or by mail, or by leaving the same at his residence or
usual place of business at least ten (10) days before the date of the meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the director at his post-office address as it appears
on the records of the corporation, with postage thereon prepaid. The actual
attendance at or participation in a meeting of directors, by any director,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver by such director.
Section 9. Quorum and Action. At all meetings of the board two-thirds of
the entire board of directors shall constitute a quorum for the transaction of
business and the action of a majority of the directors present at any meeting at
which a quorum is present shall be the action of the board of directors unless
the occurrence of a greater proportion is required for such action by Act, the
Certificate or these bylaws. If a quorum shall not be present at any meeting of
directors, the directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 10. Action Without a Meeting. 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 a written consent to such action is signed by
all members of the board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.
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Section 11. Presence at Meetings. Where appropriate communication
facilities are reasonably available, any or all directors shall have the right
to participate in all or any part of a meeting of the board or a committee of
the board by means of conference telephone or any means of communication by
which all persons participating in the meeting are able to hear each other.
Section 12. Delegation to Committee or Committees. The board of directors
may appoint from among its members an executive committee and other committees
composed of two (2) or more directors, and may delegate to such committees, any
of the powers of the board of directors except the power to declare dividends or
distributions on stock, recommend to the stockholders any action which requires
stockholder approval, amend the bylaws, approve any merger or share exchange
which does not require stockholder approval or issue stock. However, if the
board of directors has given general authorization for the issuance of stock, a
committee of the board, in accordance with a general formula or method specified
by the board of directors by resolution or by adoption of a stock option plan,
may fix the terms of stock subject to classification or reclassification and the
terms on which any stock may be issued. In the absence of any member of any such
committee, the members, thereof present at any meeting, whether or not they
constitute a quorum may appoint a member of the board of directors to act in the
place of such absent members.
Section 13. Minutes and Reports of Committees. The committees will keep
minutes of their proceedings and shall report the same to the board of directors
at the meeting next succeeding, and any action by the committees shall be
subject to revision and alteration by the board of directors, provided that no
rights of third persons shall be affected by any such revision or alteration.
Section 14. Compensation or Directors. Directors, as such, shall not
receive any stated salary for their services but, by resolution of the board, a
fixed sum and expenses of attendance, if any, may be allowed to directors for
attendance at each regular or special meeting of the board of directors, or of
any committee thereof, but nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
NOTICES
Section 1. Form of Notice. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. In the
case of stockholders' meetings the notice may be left at the stockholders
residence or usual place of business. Notice to directors may also be given by
telegram.
Section 2. Waivers by Notice. Whenever any notice of the time, place or
purpose of any meeting of stockholders, directors or committee is required to be
given
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under the provisions of the Act or under The provisions of the Certificate or
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice and filed with the records of the meeting, whether
before or after the holding thereof, shall be deemed equivalent to the giving of
such notice to such persons. Actual attendance at or participation in the
meeting of stockholders in person or by proxy, or at the meeting of directors or
committee in person, without protest by such person prior to the conclusion of
the meeting of the lack of notice of such meeting, shall also be deemed
equivalent to the giving of such notice to such persons.
ARTICLE V
OFFICERS
Section 1. Election. The officers of the corporation shall be elected 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.
Two (2) or more offices, except those of president and vice-president, may be
held by the same person but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law, the
Certificate or these bylaws to be executed, acknowledged or verified by two (2)
or more officers. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be a member of the board.
Section 2. Other Officers. The board of directors may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 3. Salaries of Officers. The salaries of all officers and agents
of the corporation shall be fixed from time to time by the board of directors.
Section 4. Term of Officers. The officers of the corporation shall serve
for one (1) year and until their successors are chosen and qualify. Any officer
or agent may be removed by the board of directors with or without cause
whenever, in its judgment, the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contractual rights,
if any, of the person so removed. If the office of any officer becomes vacant
for any reason, the vacancy shall be filled by the board of directors.
Section 5. Duties and Authority of President. The president shall be the
chief executive officer of the corporation: he shall preside at all meetings of
such stockholders and directors, shall have general and active management of
the business of the corporation, and shall see that all orders and resolutions
of the board are carried into effect. He shall execute in the corporate name all
authorized deeds, mortgages, bonds, contracts or other instruments requiring a
seal, under the seal of the corporation, except in
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cases in which the signing or execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.
Section 6. Duties and Authority of Vice President. 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.
Section 7. Duties and Authority of Secretary and Assistant Secretary. The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders 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 like duties for the standing committees when required. He
shall give, or cause to be given, notices of all meetings of the stockholders
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 keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when to affixed, it shall be attested by his
signature or by the signature of an assistant secretary. 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.
Section 8. Duties and Authority of Treasurer and Assistant Treasurer. 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. 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. 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 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. The assistant treasurer, or if there shall 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.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Issuance. Each stockholder shall be entitled to a certificate
or certificates which shall represent and certify the number and kind and class
of shares owned by him in the corporation. Each certificate shall be signed by
the president or a vice president and countersigned by the secretary or an
assistant secretary or the treasurer or an assistant treasurer and may be sealed
with the corporate seal.
Section 2. Signatures; Contents of Certificates. The signatures may be
either manual or facsimile signatures and the seal may be either facsimile or
any other form of seal. In case any officer who has signed any certificate
ceases to be an officer of the corporation before the certificate is issued, the
certificate may nevertheless be issued by the corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its issue.
Each stock certificate shall include on its face the name of the corporation,
the name of the stockholder and the class of stock and number of shares
represented by the certificate. If the corporation has authority to issue stock
of more than one class, the stock certificate shall contain on its face or back
a full statement or summary of the designations and any preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the corporation is authorized to issue and if the corporation is
authorized to issue any preferred or special class in series, the differences in
the relative rights and preferences between the shares of each series to the
extent they have been set and the authority of the board of directors to set the
relative rights and preferences of subsequent series. A summary of such
information included in a registration statement permitted to become effective
under the Federal Securities Act of 1933, as now or hereafter amended, shall be
an acceptable summary, for the purposes of this section. In lieu of such full
statement or summary, there may be set forth upon the face or back of the
certificate a statement that the corporation will furnish to any stockholder
upon request and without charge a full statement of such information. Every
stock certificate representing shares of stock which are restricted as to
transferability by the corporation shall contain a full statement of the
restriction or state that the corporation will furnish information about the
restriction to the stockholder on request and without charge. A stock
certificate may not be issued until the stock represented by it is fully paid,
as provided by Section 14A:7-5(2) of the Act.
Section 3. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been stolen,
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost 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 stolen, lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and to give the corporation a bond, with sufficient surety,
to the corporation to indemnify it against any loss or claim which may arise by
reason of the issuance of a new certificate.
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Section 4. Transfers of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 5. Closing of Transfer Books. The board of directors may fix, in
advance, a date as the record date for the purpose of stockholders entitled to
notice of, or to vote at any meeting of stockholders, or stockholders entitled
to receive payment of any dividend or the allotment of any rights, or in order
to make a determination of stockholders for any other proper purpose. Such date,
in any case, shall be not be than sixty (60) days, and in case of a meeting of
stockholders not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
In lieu of fixing a record date, the board of directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, twenty (20) days. If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
Section 6. Registered Stockholders. 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 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 express or other notice thereof, except as otherwise provided by the laws
of the State of New Jersey.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate, if any, 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 its own shares, subject to the
provisions of the Act and of the Certificate. 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 interests of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
Section 2. Annual Statement. The president or a vice president or the
treasurer shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
financial statement of
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operations for the preceding fiscal year, which shall be submitted at the annual
meeting and shall be filed within twenty (20) days thereafter at the principal
office of the corporation in the State of New Jersey.
Section 3. Checks. All checks, drafts, and orders for the payment of
money, notes and other evidences of indebtedness, issued in the name of the
corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
Section 5. Seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
New Jersey." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 6. Stock Ledger. The corporation shall maintain at its office an
original stock ledger containing the names and addresses of all stockholders and
the number of shares each class held by each stockholder. Such stock ledger may
be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
Section 7. Plural/Singular. Wherever in these by-laws references are made
to more than one incorporator, director, or shareholder, they shall, if this is
a sole incorporator, director, shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of majorities or
quorums shall be deemed to mean the action by the one person constituting the
corporation.
ARTICLE VIII
AMENDMENTS
Section 1. Amendment by Board. The board of directors shall have the
power, at any regular meeting or at any special meeting if notice thereof be
included in the notice of such special meeting, to alter or repeal any bylaws of
the corporation and to make new bylaws, except that the board of directors shall
not alter or repeal any bylaws made by the stockholders.
Section 2. Amendment by Stockholders. The stockholders shall have the
power, at any annual meeting or at any special meeting if notice thereof be
included in the notice of such special meeting, to alter or repeal any bylaws of
the corporation and to make new bylaws.
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I, THE UNDERSIGNED, being the secretary of Lodgian Mount Laurel, Inc. DO
HEREBY CERTIFY the foregoing to be the by-laws of said corporation, as adopted
at a meeting of the directors held on the 23 day of April, 1999.
/s/ Mark Rafuse
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Mark Rafuse, Secretary
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