EXHIBIT NO. 3.12
BYLAWS
OF
YELLOW RELOCATION SERVICES, INC.
ARTICLE I
OFFICES
The Principal Office of the Corporation in the State of Kansas shall be
located in Overland Park, Johnson County, Kansas. The Corporation may have such
other offices, either within or without the State of Kansas, as the business of
the Corporation may require from time to time. The Registered Office of the
Corporation, required by "The General Corporation Code" to be maintained in the
State of Kansas, may be, but need not be, identical with the address of its
Principal Office in the State of Kansas, and the address of the Registered
Office may be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 1 - Annual Meetings. The Annual Meetings of the Shareholders shall
be held in April each year beginning with the year 1990 for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting.
Section 2 - Special Meetings. Special Meetings of the Shareholders may be
called by the President or by the Board of Directors.
Section 3 - Place of Meetings. Annual and Special Meetings of the
Shareholders shall be held at such place as is designated by the Board of
Directors or, if no designation is made, the place of meeting shall be the
Registered Office of the Corporation.
Section 4 - Notice of Meetings. Unless waived, written or printed notice
stating the place, day and hour of the meeting and, in the case of a Special
Meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than fifty (50) 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 calling the meeting, to each Shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail in a sealed
envelope addressed to the Shareholder at such Shareholder's address as it
appears on the records of the Corporation, with postage thereon prepaid.
Section 5 - Conduct of Meetings. The Chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper conduct
of the meeting, including, without limitation, the establishment of procedures
for the maintenance of order, safety, limitations on the time allotted to the
questions or comments on the affairs of the Corporation, restrictions on entry
to such meeting after the time prescribed for the commencement thereof, and the
opening and closing of the voting polls.
Section 6 - Voting Lists. At least ten (10) days before each meeting of
Shareholders, the Officer or agent having charge of the transfer book for shares
of the Corporation shall make a complete list of the Shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of and the
number of shares held by each Shareholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the Registered Office of
the Corporation and shall be subject to the inspection of any Shareholder during
the whole time of the meeting. The original share ledger or transfer book, or a
duplicate thereof kept in this State, shall be prima facie evidence as to the
Shareholders entitled to examine such list, share ledger or transfer book, or to
vote at any meeting of the Shareholders.
Section 7 - Quorum. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the Shareholders; provided, that if less than a majority of the
outstanding shares is represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time without further notice,
to a date not longer than ninety (90) days from the date originally set for such
meeting.
Section 8 - Proxies. At all meetings of Shareholders, a Shareholder may
vote either in person or by proxy executed by such Shareholder or by such
Shareholder's duly authorized attorney-in-fact; provided, however, all proxies
are subject to the provisions of K.S.A. 17-6502. Such proxy shall be in writing
and filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 9 - Voting. Except as otherwise provided by statute or by the
Articles of Incorporation and subject to the provisions of these Bylaws, each
Shareholder shall be entitled to one (1) vote for each share of Capital Stock
held by such Shareholder. At all meetings of Shareholders, except as otherwise
required by statute, by the Articles of Incorporation or by these Bylaws, all
matters shall be decided by the vote of a majority in interest of the
Shareholders entitled to vote, present in person or by proxy.
Section 10 - Actions of the Shareholders without a Meeting. Any action
which may be taken at a meeting of the Shareholders may be taken without a
meeting if consents in writing, setting forth the action so taken, shall be
signed by all the Shareholders entitled to vote with respect to the subject
matter thereof. Such consents shall have the same force and effect as a
unanimous vote of the Shareholders at a meeting duly held, and may be stated as
such in any certificate or document filed under the "General Corporation Code."
The Secretary shall file such consents with the minutes of the meetings of the
Shareholders.
ARTICLE III
DIRECTORS
Section 1 - General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 2 - Number, Election and Term. The number of Directors of the
Corporation shall be one, who shall be elected annually at the Annual Meeting of
the Shareholders. The Board of
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Directors, by resolution, may increase the number of directors to three. Each
Director shall be elected for a term of one year and shall hold office until his
or her successor has been elected and has qualified.
Section 3 - Removal of Directors. At a meeting called expressly for that
purpose, the entire Board of Directors or any member thereof may be removed, for
or without cause, by the vote of the holders of a majority of the shares then
entitled to vote at an election of the Directors.
Section 4 - Vacancies. In case of the death or resignation of one or more
of the Directors, a majority of the remaining Directors may fill the resulting
vacancy or vacancies until the successor or successors are elected at the next
Annual Meeting of the Shareholders. If no Directors remain, then any vacancies
may be filled by election by the Shareholders.
Section 5 - Compensation. Directors shall not receive compensation for
their services as such, but the Directors may authorize the payment of
Directors' fees and reimbursement of expenses of attendance: provided, that
nothing herein contained shall be construed to preclude any Director from
receiving compensation for services to the Corporation in any other capacity.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1 - Annual Meetings. Meetings of the Board shall be held at such
times from time to time as the Board may determine and by resolution.
Section 2 - Special Meetings. Special Meetings of the Board of Directors
may be called by or at the request of the President or any Directors upon
written or printed notice served personally on each Director or by mail or
telegraph to his or her address as it appears upon the records of the
Corporation.
Section 3 - Notice. Unless waived, notice of any Special Meeting shall be
given at least five (5) days previously thereto by written notice delivered
personally, by telegram or mailed to each Director at his or her business
address, provided, however, that if the designated meeting place is without the
State of Kansas an additional five (5) days' notice shall be given. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, with postage thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company, with all charges prepaid. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting 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 Annual or Special Meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
Section 4 - Place of Meeting. Meetings of the Board of Directors shall be
held at such place, within or without the State of Kansas, as shall be provided
for in the resolution, notice, waiver of notice or call of such meeting, or if
not otherwise designated, at 10990 Roe Avenue, Overland Park, Kansas.
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Section 5 - Quorum. Except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these Bylaws, a majority of the
total number of Directors shall constitute a quorum for the transaction of
business, and the vote 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; provided,
however, that if less than a majority of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.
Section 6 - Actions of the Board of Directors without a Meeting. Any action
which is required to be or may be taken at a meeting of the Directors may be
taken without a meeting if consents in writing, setting forth the action so
taken, are signed by all of the Directors. Such consents shall have the same
force and effect as a unanimous vote of the Directors at a meeting duly held,
and may be stated as such in any certificate or document filed under the
"General Corporation Code." The Secretary shall file such consents with the
minutes of the meetings of the Board of Directors.
Section 7 - Meetings by Conference Telephone. Members of the Board of
Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment as long as all persons
participating in the meeting can hear each other person; participation in a
meeting in this manner shall constitute presence in person at the meeting.
Section 8 - Committees. A majority of the Directors may authorize and
designate, from time to time or on a regular basis, two or more Directors to
constitute a committee which shall have and exercise all of the authority of the
Board of Directors in the management of the Corporation.
ARTICLE V
OFFICERS
Section 1 - Number. The Officers of the Corporation shall consist of a
President and a Secretary. The Board of Directors may also elect a Chairman of
the Board, one or more Vice Presidents (one of whom may be designated or elected
the Executive Vice President), a Treasurer, an Assistant Secretary and Assistant
Treasurer. Any two or more offices (except President and Secretary) may be held
by the same person. All Officers of the Corporation, as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the property and affairs of the Corporation as may be provided in
these Bylaws or as are established by resolution of the Board of Directors.
Section 2 - Election and Term of Office. The Officers of the Corporation
shall be elected by the Board of Directors at the First Meeting of the Board of
Directors and annually thereafter at the Annual Meeting of the Board of
Directors. If the election of Officers shall not be held at such meeting, it
shall be held as soon thereafter as may be convenient. Each Officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided.
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Section 3 - Vacancies. If any office becomes vacant by reason of death,
resignation, removal, disqualification or any other reason or if any Officer of
the corporation, in the judgment of the Board of Directors, is unable to perform
the duties of his or her office for any reason, the Board of Directors may
choose a successor to fill such vacancy or may delegate the duties of any such
vacant office to any other Officer or to any Director of the Corporation f o r
the unexpired portion of the term.
Section 4 - Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby.
Section 5 - The Chairman of the Board. When elected, the Chairman of the
Board shall be the principal executive officer of the Corporation; he or she
shall preside at meetings of the Board of Directors and of the Shareholders,
and, subject to the direction and control of the Board of Directors, he or she
shall direct the policy and management of the corporation. He or she shall
perform such other duties as may be prescribed by the Board of Directors from
time to time. In the absence of the Chairman of the Board, the President shall
have and may exercise all of the powers of the Chairman.
Section 6 - The President. Unless and until the Board of Directors shall
have elected a Chairman of the Board, the President shall be the chief executive
officer of the Corporation and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the
business, affairs and property of the Corporation and control over its Officers,
agents and employees; shall preside at all meetings of the Shareholders and of
the Board of Directors at which he or she is present; and shall do and perform
such other duties and may exercise such other powers as from time to time may be
assigned to h i m or her by these Bylaws or by the Board of Directors.
Section 7 - The Vice President. At the request or the President or in the
event of his or her absence, disability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order of their election or designation) shall perform all the duties of the
President and when so acting shall have all the powers of and be subject to all
the restrictions upon the President. Each Vice President shall have such powers
and discharge such duties as may be assigned to him or her from time to time by
the President or the Board of Directors.
Section 8 - The Secretary. The Secretary shall keep the minutes of all the
meetings of the Shareholders and of the Board of Directors; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the corporate records and of the seal of the corporation
and see that the seal of the Corporation is affixed to all certificates of stock
prior to the issuance thereof and to all documents the execution of which, on
behalf of the Corporation, is duly authorized; maintain a complete list of all
Shareholders entitled to vote at Shareholders' meetings and have said list
available for inspection by any Shareholder who may be present at such meetings;
have general charge of the stock transfer books of the Corporation; in general,
perform all duties customarily incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the President
or by the Board of Directors.
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Section 9 - The Treasurer. The Treasurer shall have supervision of the
funds, securities, receipts and disbursements of the Corporation; cause all
monies and other valuable effects of the Corporation to be deposited in its name
and to its credit in such depositories as shall be selected by the Board of
Directors or pursuant to authority conferred by the Board of Directors; cause to
be kept correct books of account, proper vouchers and other papers pertaining to
the Corporation's business at the accounting office of the Corporation; render
to the President or the Board of Directors, whenever requested, an account of
the financial condition of the Corporation.
Section 10 - The Assistant Secretary and Assistant Treasurer. The Assistant
Secretary and Assistant Treasurer (or in the event there be more than one
Assistant Secretary or Assistant Treasurer, in the order of their seniority,
designation or election) shall, in the absence or disability of the Secretary or
Treasurer, respectively, perform the duties and exercise the powers of the
Secretary or Treasurer and shall perform such other duties as the President or
the Board of Directors shall prescribe.
Section 11 - Salaries. The salaries of the Officers shall be fixed from
time to time by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1 - Contracts. The Board of Directors may authorize any Officer or
Officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf the Corporation, and such authority may
be general or confined to specific instances.
Section 2 - Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution from the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3 - Checks, Drafts and Other Documents. All checks, drafts and
other orders for payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such Officer or
Officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors. Endorsement
of instruments for deposit to the credit of the Corporation in any of its duly
authorized depositories may be made by rubber stamp of the Corporation or in
such other manner as the Board of Directors may from time to time determine.
Section 4 - Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1 - Certificates of Stock. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be
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signed, manually or by facsimile or otherwise, by the President or Vice
President and by the Secretary, Treasurer or Assistant Secretary or Assistant
Treasurer and shall be sealed with the Seal of the Corporation. All certificates
of stock shall be consecutively numbered. The name of the person owning the
shares represented thereby, with the number of shares and the date of issuance,
shall be entered on the books of the Corporation. All certificates surrendered
to the Corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled.
Section 2 - Lost Certificates. In the event a certificate of stock is
allegedly lost, stolen or destroyed, the Corporation may issue a new
certificate. The Corporation may require the owner of such certificate to give a
good and sufficient bond to indemnify the Corporation against it on account of
the alleged loss, theft or destruction, or the issuance of the new certificate.
Section 3 - Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof or
by his or her attorney, thereunto authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed owner thereof for all
purposes as regards the Corporation.
Section 4 - Treasury Stock. All issued and outstanding stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be Treasury Stock, and the Directors of the Corporation shall be vested with
authority to resell said shares for such price and to such person or persons as
the Board of Directors may determine. Such stock shall neither vote nor
participate in dividends while held by the Corporation.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and the Corporation's Articles of Incorporation.
ARTICLE IX
SEAL
The Corporation shall have a corporate seal which shall have inscribed
around the circumference thereof the words, "Yellow Relocation Services, Inc."
and elsewhere thereon shall bear the words, "Corporate Seal." The corporate seal
may be affixed by impression or may be by facsimile.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these Bylaws, of the Articles of Incorporation or of "The General and
Business Corporation Code of Kansas," waiver of such notice in writing, signed
by the person or persons entitled thereto,
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whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI
FISCAL YEAR
Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Corporation shall extend from the first day of January to
the last day of December of each year, both dates inclusive.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
Section 1. 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, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action or suit by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer 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), judgments, find and amounts paid in settlement actually and reasonably
incurred by him in connection with such suit, action or proceeding if he 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 conduct was unlawful,
provided, however, that in the case of an action or suit by or in the right of
the Corporation, (a) such person shall be indemnified only to the extent of his
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement thereof and not for any judgments,
fines or amounts paid in settlement and (b) 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 to the Corporation unless, and only to the extent that,
the Court of Chancery of the State of Delaware or 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 reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 2. Any person who is or was an employee or agent of the
Corporation, and who would be entitled to be indemnified by the Corporation
under the circumstances set forth in Section 1 of this Article but for the fact
that such person is not or was not a director or officer of the Corporation, may
be indemnified by the Corporation (but shall not be entitled to be indemnified
by the Corporation) in a specific case to all or part of the extent set forth in
Section 1 of this Article, if the Board of Directors determines that it is in
the best interests of the Corporation to grant such indemnity. Authorization for
such indemnity shall be determined by majority vote of a quorum of the Board of
Directors.
Section 3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or in defense of any claim,
issue or matter therein, he shall be indemnified against
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expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 4. Any indemnification hereunder (unless required by law or order
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 has met the
applicable standard of conduct set forth in this Article. Such determination
shall be made (1) 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 (2) 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 (3) by the stockholders of the Corporation.
Section 5. The indemnification and advancement of expenses provided herein
shall not be deemed exclusive of any other rights to which those indemnified or
advanced expenses may be entitled under any statute, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
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 a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 6. The Corporation may 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, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of the General Corporation Law of the State
of Delaware or of these Bylaws.
Section 7. The Corporation's indemnity 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, joint venture, trust or other enterprise,
shall be reduced by any amounts such person may collect as indemnification (i)
under any policy of insurance purchased and maintained on his behalf by the
Corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.
Section 8. For the purposes of this Article, references to "the
Corporation" include any subsidiary or affiliated corporation and all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.
Section 9. For purposes of this Article references to "other enterprises"
shall include entities of any kind, including associations, rate bureaus,
conferences and employee benefit
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plans; references to "fines" to shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a 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: and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.
Section 10. Nothing contained in this Article XII, or elsewhere in these
Bylaws, shall operate to indemnify any director or officer if such
indemnification is for any reason contrary to law, either as a matter of public
policy, or under the provisions of the Federal Securities Act of 1933, the
Securities Exchange Act of 1934, or any other applicable state or federal law.
Section 11. 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 upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this bylaw.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any Annual Meeting or Special Meeting of the Board of Directors
called for that purpose. The Board of Directors may adopt emergency Bylaws as
provided by law.
These Bylaws are hereby adopted this 28/th/ day of March, 1989.
/s/ DANIEL L. HORNBECK
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Sole Incorporator
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