Exhibit 3.4
AMENDED BYLAWS OF
THE COMPUTER PLACE, INC.
ARTICLE I
OFFICES AND CORPORATE SEAL
1.01 PLACE OF BUSINESS
The corporation's known place of business in Maricopa County,
Arizona, is designated in the Articles of Incorporation or in a statement filed
pursuant to A.R.S. Section 10-013.
1.02 OTHER PLACES OF BUSINESS
The corporation may also maintain offices at such other place or
places, either within or without the State of Arizona, as may be designated from
time to time by the Board of Directors, and the business of the corporation may
be transacted at such other offices with the same effect as that conducted at
the principal office.
1.03 CORPORATE SEAL
A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of this corporation, but nevertheless if in
any instance a corporate seal be used, the same shall be, at the pleasure of the
officer affixing the same, either (a) a circle having on the circumference
thereof THE COMPUTER PLACE, INC., and in the center "Incorporated 1983 Arizona,"
or (b) a circle containing the words "Corporate Seal" on the circumference
thereof, and in the center "Arizona."
ARTICLE II
SHAREHOLDERS
2.01 PLACE OF MEETINGS
All meetings of shareholders shall be held at such place as may
be fixed from time to time by the Board of Directors, or in the absence of
direction by the Board of Directors, by the President or Secretary of the
corporation, either within or
without the State of Arizona, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
2.02 ANNUAL MEETINGS
Annual meetings of shareholders shall be held on the within
thirty (30) days after the end of the fiscal year, but not on a legal holiday,
and if a legal holiday, then on the next secular day following, or at such other
date and time as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. At the annual meeting, shareholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting.
2.03 NOTICE OF ANNUAL MEETING
Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each shareholder of record entitled to
vote at such meeting not less than ten (10) nor more than fifty (50) days before
the date of the meeting. Shareholders entitled to vote at the meeting shall be
determined as of 5:00 o'clock P.M. on the day before notice of the meeting is
set.
2.04 SHAREHOLDERS ENTITLED TO VOTE
The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder present.
2.05 SPECIAL MEETINGS
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 and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, at the request in writing of shareholders owning a majority in amount
of the
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entire capital stock of the corporation, issued, outstanding, and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
2.06 NOTICE OF SPECIAL MEETING
Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given not less than ten (10) nor more than fifty (50) days before the
date of the meeting to each shareholder of record entitled to vote at such
meeting. Business transacted at any special meeting of shareholders shall be
limited to the purposes stated in the notice. Shareholders entitled to vote at
the meeting shall be determined as of 5:00 o'clock P.M. on the day before notice
of the meeting is sent.
2.07 QUORUM
The holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented 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, present in person or represented by proxy, the
President, or if he is not present, the Secretary, shall have power to adjourn
the meeting to another time or place, without notice other than announcement at
the meeting at which adjournment is taken, 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. If the adjournment is for more than thirty
(30) days, or if after adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.
2.08 AUTHORITY OF QUORUM
When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power present, whether in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes of
the State of Arizona or the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
2.09 VOTING AND PROXIES
At every meeting of the shareholders, each shareholder shall be
entitled to one vote in person or by proxy for each
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share of the capital stock having voting power held by such shareholder, but no
proxy shall be voted or acted upon after eleven (11) months from its date,
unless the proxy provides for a longer period.
2.10 ACTION WITHOUT MEETING
Any action required or permitted to be taken at any annual or
special meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of all of the outstanding shares entitled
to vote with respect to the subject matter of the action.
2.11 WAIVER OF NOTICE
Attendance of a shareholder at a meeting shall constitute a
waiver of notice of such meeting, except when such attendance at the meeting is
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Any shareholder may waive notice
of any annual or special meeting of shareholders by executing a written notice
of waiver either before or after the time of the meeting.
2.12 LIMITATION ON TRANSFER OF SHARES
No holder of common stock shall have the right or power to
encumber, hypothecate, transfer, pledge, sell, or otherwise dispose of any of
the shares of the common stock of the corporation, unless such transfer be
accomplished by right of inheritance or by operation of law, and no transfer,
pledge, sale, or other disposition thereof shall be valid and effective until
the shares of common stock proposed to be transferred are first offered for sale
to the other holders of common stock of the corporation ratably in accordance
with their common stock holdings for the price at which and under the terms on
which such shares are proposed to be sold as evidenced by a bona fide offer to
purchase. Such offer to the other holders of common stock of the corporation
shall be made in writing, signed by such shareholder, and sent by certified or
registered mail, return receipt requested, to the Secretary of the corporation
at its principal place of business, and such offer shall remain open for
acceptance by the other shareholders of the corporation for a period of
thirty-five (35) days from the date of mailing such offer.
Immediately upon receipt of such offer, the Secretary of the
corporation shall forward copies thereof by certified or registered mail, return
receipt requested, to each holder of common stock of record along with
notification of the date such offer was mailed to the corporation. On or before
the twenty-
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first (21st) day following the date such offer was mailed to the corporation,
each holder of common stock who elects to accept any part or all of his pro rata
share of such offer shall so advise the Secretary of the corporation by
certified or registered mail, return receipt requested, and deposit with him
anything necessary to effectuate such acceptance under the terms of the offer.
On the twenty-second (22nd) day following the day such offer was mailed to the
corporation, the Secretary of the corporation shall by certified or registered
mail, return receipt requested, forward all such acceptances and deposits
received by him to the selling shareholder and shall by certified or registered
mail, return receipt requested, advise each holder of common stock as to the
portion of the offer, in terms of shares, which has not been accepted by
shareholders. On or before the thirty-fifth (35th) day following the date the
offer was mailed to the corporation, any holder of common stock on a
first-come-first-served basis may accept any unaccepted portion of the offer by
advising the selling shareholder by certified or registered mail, return receipt
requested, of the amount so accepted and delivering to him anything necessary to
effectuate such acceptance under the terms of the offer. In the event all stock
is not purchased by stockholders, within the thirty-five (35) day period as set
forth herein, the corporation shall have the right for ten (10) days after the
thirty-five (35) day period to purchase any unpurchased stock at the same price
and terms as any shareholder could have purchased the stock.
A reference to this section of these bylaws and the effect of
the provisions contained herein shall be printed upon each certificate for
common stock issued by the corporation and these provisions shall thereupon be a
part thereof and binding upon each and every owner thereof regardless of how
such common stock may be acquired. These provisions shall be binding also upon
any executor, administrator, or other legal representative of any holder of
common stock in case of the transfer, pledge, or sale of any shares of common
stock by any of these persons.
In the event of any inconsistencies between this Section 2.12 of
ARTICLE II and a written Stock Purchase Agreement enforceable against all
shareholders, at the time it was executed, the Stock Purchase Agreement shall
control and be binding upon the shareholders.
ARTICLE III
DIRECTORS
3.01 NUMBER AND ELECTION
The number of Directors which shall constitute the whole board
shall be not fewer than two (2) nor more than seven (7).
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The Directors shall be set and be elected at the annual meeting of the
shareholders, except as provided in Section 3.02 of this Article, and each
Director elected shall hold office until his or her successor is elected and
qualified. Directors need not be shareholders.
3.02 VACANCIES
All vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by a majority vote of the
remaining director or directors, even though they constitute less than a quorum,
or by a majority vote of the stockholders. This may be accomplished at any
special or regular meeting of the Board of Directors or by the stockholders at
any regular or special meeting. A director thus elected to fill any vacancies
shall hold office for the unexpired term of his predecessor and until his
successor is elected and qualified. If there are no Directors in office, then an
election of Directors may be held in the manner provided by statute.
3.03 DUTIES OF BOARD
The business and 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 as are not by statute, the Articles of
Incorporation, or these bylaws, directed or required to be exercised or done by
the shareholders.
3.04 PLACE OF MEETING
The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Arizona.
3.05 FIRST MEETING OF BOARD OF DIRECTORS
The first meeting of each new elected Board of Directors shall
be held immediately following the annual meeting of shareholders and in the same
place as the annual meeting of shareholders, and no notice to the newly elected
directors of such meeting shall be necessary in order legally to hold the
meeting, providing a quorum shall be present. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors, or as shall be specified in a written waiver by all of the Directors.
3.06 REGULAR MEETINGS
Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time
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to time be determined by the Board. Such meetings may be conducted by telephone
means upon the consent of a majority of the Board of Directors.
3.07 SPECIAL MEETINGS
Special meetings of the Board may be called by the President or
the Secretary on one (1) day's notice to each Director, either personally, by
mail, by telegram, or by telephone; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of two (2) Directors. Such meetings may be conducted by telephone means upon the
consent of a majority of the Board of Directors.
3.08 QUORUM
A majority of the membership of the Board of Directors shall
constitute a quorum and the concurrence of a majority of those present shall be
sufficient to conduct the business of the Board, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
Directors then present may adjourn the meeting to another time or place, without
notice other than announcement at the meeting, until a quorum shall be present.
3.9 ACTION WITHOUT MEETING
Unless otherwise restricted by the Articles of Incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or committee, as the case may be, consent thereto in
writing. The writing or writings are to be filed with the minutes of proceedings
of the Board or committee.
3.10 EXECUTIVE COMMITTEE
There may be created at the option of the Board of Directors an
Executive Committee consisting of two (2) members of the Board of Directors who
shall be elected by the whole board at the first meeting of the Board of
Directors following each annual meeting of shareholders. Members of the
Executive Committee shall serve at the pleasure of the Board of Directors and
each member of the Executive Committee may be removed with or without cause at
any time by the Board of Directors acting at a meeting or by unanimous consent.
In the event any vacancy occurs in the Executive Committee, the vacancy shall be
filled by the Board of Directors. The Executive Committee shall have and may
exercise the powers of the Board of Directors in the management of the
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business and affairs of the corporation, but shall not possess any authority of
the Board of Directors prohibited by law.
3.11 REIMBURSEMENT EXPENSES
The Directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
meetings. The amount or rate of such compensation of members of the Board of
Directors or of committees shall be established by the Board of Directors and
shall be set forth in the minutes of the Board.
3.12 WAIVER OF NOTICE
Attendance of a Director at a meeting shall constitute waiver of
notice of such meeting, except when the person attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any Director may waive notice of any
annual, regular, or special meeting of Directors by executing a written notice
of waiver either before or after the time of the meeting.
3.13 VACANCY
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Board of Directors.
ARTICLE IV
OFFICERS
4.01 ELECTION AND OFFICES
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 a Chairman of the Board,
additional vice presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices, except the offices of President and
Secretary, may be held by the same person, unless the Articles of Incorporation
or these bylaws otherwise provide. The Board of Directors may leave any office
vacant indefinitely so long as
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there is a President or Vice President and a Secretary or an assistant
secretary available to act.
4.02 TIME OF ELECTION
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, and may choose a Chairman of the Board, each of whom
shall serve at the pleasure of the Board of Directors. The Board of Directors at
any time may appoint such other officers and agents as it shall deem necessary
to hold offices at the pleasure of the Board of Directors and to exercise such
powers and perform such duties as shall be determined from time to time by the
Board.
4.03 SALARIES
The salaries of the officers shall be fixed from time to time by
the Board of Directors, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the corporation. The
salaries of the officers or the rate by which salaries are fixed shall be set
forth in the minutes of the meetings of the Board of Directors.
4.04 VACANCY
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise may be filled by the Board of Directors at any
time.
4.05 CHAIRMAN OF THE BOARD
The Chairman of the Board, if one shall have been appointed
and serving, shall preside at all meetings of the Board of Directors and shall
perform such other duties as from time to time may be assigned to him or her.
4.06 THE PRESIDENT
The President shall preside at all meetings of shareholders, and
if a Chairman of the Board shall not have been appointed or, having been
appointed, shall not be serving or be absent, the President shall preside at all
meetings of the Board of Directors. He or she shall sign all deeds and
conveyances, all contracts and agreements, and all other instruments requiring
execution on behalf of the corporation, subject to policies established by the
Board of Directors.
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4.07 THE VICE PRESIDENTS
There shall be as many vice presidents as shall be determined by
the Board of Directors from time to time, and they shall perform such duties as
from time to time may be assigned to them. Any one of the vice presidents, as
authorized by the Board, shall have all the powers and perform all the duties of
the President in case of the temporary absence of the President or in case of
his or her temporary inability to act. In case of the permanent absence or
inability of the President to act, the office shall be declared vacant by the
Board of Directors and a successor chosen by the Board.
4.08 THE SECRETARY
The Secretary shall see that the minutes of all meetings of
shareholders, of the Board of Directors, and of any standing committees are
kept. He or she shall be the custodian of the corporate seal and shall affix it
to all proper instruments when deemed advisable by him or her. He or she shall
give or cause to be given required notices of all meetings of the shareholders
and of the Board of Directors. He or she shall have charge of all the books and
records of the corporation except the books of account, and in general shall
perform all the duties incident to the office of Secretary of a corporation and
such other duties as may be assigned to him or her.
4.09 THE TREASURER
The Treasurer shall have general custody of all the funds and
activities of the corporation except such as may be required by law to be
deposited with any state official. He or she shall see to the deposit of the
funds of the corporation in such bank or banks as the Board of Directors may
designate. Regular books of account shall be kept under his or her direction and
supervision, and he or she shall render financial statements to the President,
Directors, and shareholders at proper times. The Treasurer shall have charge of
the preparation and filing of such reports, financial statements, and returns as
may be required by law. He or she shall give to the corporation such fidelity
bond as may be required, and the premium therefor shall be paid by the
corporation as an operating expense.
4.10 THE ASSISTANT SECRETARIES
There may be such number of assistant secretaries as from time
to time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant secretary
shall have the power or authority to collect, account for, or pay over any tax
imposed by any federal, state, or city government.
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4.11 THE ASSISTANT TREASURERS
There may be such number of assistant treasurers as from time
to time the Board of Directors may fix, and such persons shall perform such
functions as from time to time may be assigned to them. No assistant treasurer
shall have the power or authority to collect, account for, or pay over any tax
imposed by any federal, state, or city government.
ARTICLE V
5.01 FORM OF CERTIFICATE
Each certificate of stock shall express on its face the par
value of the shares.
5.02 ISSUANCE
All certificates of stock shall be signed by the president or
vice president and by the secretary or an assistant secretary. The name of the
initial owner of each certificate and the number of shares represented by it
shall be entered on its stub.
5.02 TRANSFER
Certificates of stock shall be transferred on the books of the
company by assignment made by the owner, his attorney in fact, or legal
representative, and by delivery of the certificate to the secretary of the
company for transfer, together with such further supporting documents as the
company may reasonably require. Each certificate surrendered for transfer shall
be marked "Cancelled" by the secretary and the cancelled certificate shall be
affixed to its stub.
5.03 LOST CERTIFICATES.
Should the owner of any certificate of stock make application to
the company for the issuance of a duplicate certificate by reason of the loss or
destruction of his certificate, he shall accompany his application by an
affidavit setting forth the time, place, and circumstances of such loss or
destruction, together with a bond, if deeemed appropriate by the secretary, in
such amount and with such surety or sureties acceptable to the secretary of the
company, indemnifying the company against such loss as it may suffer by reason
of the issuance of a duplicate certificate or the refusal to recognize the
certificate that was allegedly lost or destroyed. Upon satisfaction of the
foregoing, a duplicate certificate may be
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issued. The duplicate certificate shall be marked "Duplicate," and the stub of
the certificate lost or destroyed shall indicate the issuance of the duplicate.
ARTICLE VI
REPEAL, ALTERATION OR AMENDMENT
These bylaws may be repealed, altered or amended, or substitute
bylaws may be adopted at any time only by a majority of the Board of Directors.
ARTICLE VII
SEVERABILITY
Should any portion of these bylaws be found to be invalid or
unenforceable by any court of competent jurisdiction, the remaining bylaws shall
be unaffected thereby and shall remain in full force and effect.
I, MERLE L. HALLS, Secretary of THE COMPUTER PLACE, INC., an
Arizona corporation, do hereby certify that the foregoing Amended Bylaws were
duly adopted as the Bylaws of said corporation by the Board of Directors at a
Special Joint Meeting of Stockholders and Board of Directors, duly held on the
16th day of September 1987; and that the same do now constitute the Bylaws of
said corporation.
DATED this 16th day of September 1987.
/s/ Merle L. Halls
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MERLE L. HALLS, Secretary
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