EXHIBIT 3.13
JAZZ ENTERPRISES, INC.
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B Y L A W S
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ARTICLE I
OFFICES
Section 1. The registered office shall be located in the city of
Baton Rouge, Parish of East Baton Rouge, State of Louisiana.
Section 2. The corporation may also have offices at such other
places both within and without the state of Louisiana 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 at such place within or without the State of
Louisiana as shall be designated from time to time by the Board of Directors
and stated in the notice of the meetings.
Section 2. Annual meetings of shareholders, commencing with the year
1996, shall be held on such date as shall be
designated from time to time by the Board of Directors and stated in the
notice of 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 10
nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. The purpose need not be stated in the
notice.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of Louisiana as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
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, the Board of Directors, or the
holders of not less than 25% of all the shares entitled to vote at the
meeting.
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Section 3. Written or printed notice of a special meeting stating
the place, day and hour of the meeting, shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.
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 by 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
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the meeting as originally notified. In the case of any meeting called for the
election of directors, those who attend the second of such adjourned
meetings, although less than a quorum as fixed herein, shall nevertheless
constitute a quorum for the purpose of electing directors.
Section 2. If a quorum is present, the affirmative vote of a
majority of the shares of stock represented at the meeting shall be the act
of the shareholders unless the vote of a greater number of shares of stock is
required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting power,
shall be entitled to one vote on each matter submitted to a vote at a meeting
of shareholders. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney-in-fact.
Section 4. Any action required to 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.
If the articles of incorporation provide that a consent may be
signed by fewer than all of the shareholders having voting
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power on any question, then the consent need be signed only by 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
shareholders. 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 of
the shareholders of the action taken pursuant to the consent.
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ARTICLE V
DIRECTORS
Section 1. The number of directors shall be between one (1) and ten
(10) as determined from time to time by the Board of Directors. Directors
need not be residents of the State of Louisiana nor shareholders of the
corporation. The directors, other than the first Board of Directors, shall be
elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first Board of Directors shall
hold office until the first annual meeting of shareholders.
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 a 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
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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 Louisiana, at such place or places as they may from time to time
determine.
Section 5. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
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ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Louisiana.
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 as 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 10 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 one or
more directors.
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Section 5. Attendance of a director at any meeting shall constitute
a waiver 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.
Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by
the articles of incorporation. The act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by statute or by
the articles of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 7. Any action required or permitted to be taken at a meeting
of the directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be
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signed by all of the directors entitled to vote with respect to the subject
matter thereof.
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.
PROXY VOTE BY DIRECTORS
Section 9. Any director absent from a meeting may be represented by
any other director or shareholder, who may cast the vote of the absent
director according to the written instructions, general or special, of said
absent director, filed with the secretary.
ARTICLE VII
EXECUTIVE COMMITTEE
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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 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. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given
to any director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to
be
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given at the tine when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
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.
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.
Section 3. The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their
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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 agents 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. The president 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
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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.
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 like duties for the standing
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 president, under whose supervision the
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secretaries shall be. The secretary shall have custody of the corporate seal
of the corporation and the secretary or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the secretaries 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 her 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.
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Section 12. The treasurer 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 the treasurers transactions as treasurer and
of the financial condition of the corporation.
Section 13. If required by the Board of Directors, the treasurer
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 the treasurers office and for the restoration to
the corporations in case of the treasurers 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 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 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 or summary statement
of the designations, preferences, 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,
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other than the corporation itself or an employee of the corporation. In 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, it 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 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
of the corporation of a certificate representing
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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 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 any other proper purpose, the Board of Directors may fix in
advance a record date for determination of shareholders for such purpose,
such date to be not more than sixty 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.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the
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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 Louisiana.
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
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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
or persons as the Board of Directors may from time to time designate.
ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting of the board.
The shareholders shall have the right to change or repeal any
by-laws adopted by the directors.
ARTICLE XIII
INDEMNIFICATION OF OFFICERS,
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DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. The corporation shall indemnify any person who has or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suite or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or who is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suite or proceeding by judgment
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believe to
be in or not opposed
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to the best interest of the corporation, or with respect to any criminal
action or proceeding, that the person had reasonable cause to believe that
his conduct was unlawful.
SECTION 2. The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and
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reasonably entitled to indemnity for such expenses which the court shall deem
proper.
SECTION 3. To the extent that a director, officer, employee or agent
of a corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections 1 and 2
hereof, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith.
SECTION 4. Any indemnification under Sections 1 and 2 hereof unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 1 and 2
hereof. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the shareholders.
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SECTION 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the
board of directors in the specific case, upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this article.
SECTION 6. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement vote of shareholders or
disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to be the benefit of the heirs,
executors and administrators of such person.
SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership,
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joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify such person against such liability under
the provisions of these sections.
SECTION 8. If the corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the corporation shall
report the indemnification or advance in writing to the shareholders with or
before the notice of the next shareholders' meeting.
SECTION 9. For purposes of this Section, referenced to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same
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position under the provisions of the Section with respect to the surviving
corporation as such person would have with respect to such merging
corporation if its separate existence had continued.
SECTION 10. For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; referenced to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and reference to "serving at the request of the
corporation" shall include any service as director, officer, employee or
agent of the corporation which imposes duties on, or involves services by
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries. A person who acted in good
faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest
of the corporation" as referred to in this Section.
ARTICLE XIV
AMENDMENTS
Section 2. Unless the power to make, alter, amend or repeal the
by-laws is reserved to the shareholders by the articles
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of incorporation, the by-laws of the corporation may be made, altered,
amended or repealed by the shareholders or the Board of Directors, but no
by-laws adopted by the shareholders may be altered, amended or repealed by
the Board of Directors if the by-laws so provide. The by-laws may contain any
provisions for the regulation and management of the affairs of the
corporation not inconsistent with laws or the articles of incorporation.
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