EXHIBIT NO. 3.18
YELLOW FREIGHT SYSTEM, INC.
BYLAWS
(Incorporating all amendments through February 27, 1995)
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such location, on such
date, and at such time of day as the Board of Directors shall each year fix.
Section 2. Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman of the
Board, the President, a majority of the Board of Directors or by not less than
25 percent of the stockholders in amounts of shares outstanding and entitled to
vote by filing with the Secretary a written request for such meeting, and shall
be held at such location, on such date, and at such time as the Board of
Directors shall fix.
Section 3. Notice of Meeting
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than fifty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required
from time to time by the Indiana Business Corporation Law or the Articles of
Incorporation).
When a meeting is adjourned to another date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than fourteen days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date, and time of
the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting any business may be transacted which might have been transacted at the
original meeting.
Section 4. Quorum
At any meeting of the stockholders, the holders of a majority of the
outstanding shares (exclusive of treasury stock) of each class of stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a quorum
for the transaction of any business, unless or except to the extent that the
presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another date or time.
Section 5. Organization
The Chairman of the Board or, in his absence, the President, shall call to
order any meeting of the stockholders and act as chairman of the meeting and the
Secretary or
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Assistant Secretary shall act as secretary of the meeting. In the absence of the
Secretary or Assistant Secretary of the Corporation, the secretary of the
meeting shall be such person as the chairman appoints.
Section 6. Conduct of Business
The Chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 7. Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise required by law or provided in the Articles of Incorporation or
these Bylaws.
Every vote taken by ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or provided in the Articles of Incorporation
or these Bylaws, all other matters shall be determined by a majority of the
votes cast.
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Section 8. Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, 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 metropolitan
area 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Term of Office
The Board of Directors shall consist of not less than three nor more than
twelve persons. The exact number of directors within the above limitations shall
be fixed from time to time by the Board of Directors by resolution adopted by a
majority of the entire Board. Each director shall hold office until his
successor is elected and qualified or until his earlier resignation, removal
from office or death except as otherwise provided herein or required by law.
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Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
Section 2. Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3. Removals
A director may be removed with or without cause by a majority vote of the
stockholders entitled to vote for the election of directors.
Section 4. Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
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Section 5. Special Meetings
Special meetings of the Board of Directors shall be called upon written
request of two directors then in office or by the Chairman of The Board and
shall be held at such place, on such date, and at such time as they or he shall
fix. Notice of the place, date and time of each such special meeting shall be
given each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 6. Quorum
At any meeting of the Board of Directors, one-third of the total number of
the whole board, but not less than two, shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 7. Participation in Meetings by Conference Telephone
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting and any action duly taken by
Directors at such a meeting shall have the same force and effect as if taken at
a meeting duly called and attended in person by the Directors.
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Section 8. Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise required by law or provided in the Articles of Incorporation
or these Bylaws. Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.
Section 9. Powers
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
1. To declare dividends from time to time in accordance with law;
2. To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;
3. To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
4. To remove any officer of the Corporation with or without cause, and from
time to time to transfer the powers and duties of any officer to any other
person for the time being;
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5. To confer upon any officer of the Corporation elected by the Board of
Directors the power to appoint, remove and suspend subordinate officers and
agents;
6. To adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for officers and agents of the Corporation and its
subsidiaries as it may determine;
7. To adopt from time to time such insurance, retirement, and other benefit
plans for officers and agents of the Corporation and its subsidiaries as it may
determine;
8. To adopt from time to time regulations, not inconsistent with these
bylaws, for the management of the Corporation's business and affairs; and
9. To adopt from time to time an order of succession designating the
officers to perform the duties and exercise the powers of the President in the
event of the President's absence, death, inability or refusal to act.
Section 10. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
ARTICLE III
COMMITTEES
Section 1. Committees of the Board of Directors
The Board of Directors, by resolution adopted by a majority of the actual
number of directors elected and qualified, may from time to time elect
committees of the Board,
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each of which shall have the respective powers and duties necessary or proper to
carry out the purposes for which appointed, to serve at the pleasure of the
board and shall, for those committees and any others provided for herein, elect
a director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee.
Section 2. Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members, which may be by telephone or telegraph, of all meetings;
one-third of the members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.
ARTICLE IV
OFFICERS
Section 1. Generally
The officers of the Corporation shall consist of a President and a
Secretary. The Board of Directors may elect such additional officers as it deems
necessary, including a Chief Executive Officer, a Treasurer, vice presidents,
assistant secretaries and assistant treasurers. Officers shall be elected by the
Board of Directors, which shall consider that
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subject at its first meeting after every annual meeting of stockholders. The
President or the Chief Executive Officer may appoint one or more officers or
assistant officers as he may deem necessary or advisable. Each such appointed
officer shall hold office until the next meeting of the Board of Directors at
which the election of officers is considered. Each officer shall hold his office
until his successor is elected and qualified or until his earlier resignation or
removal. Any number of offices may be held by the same person, except that the
duties of the President and Secretary shall not be performed by the same person.
Section 2. Chief Executive Officer
If the Board of Directors elects a Chief Executive Officer, he shall be the
senior officer of the Corporation and shall be responsible in general for the
supervision and control of all the business and affairs of the Corporation,
subject to the control and direction of the Board of Directors.
Section 3. President
If the Board of Directors does not elect a Chief Executive Officer, then
the President shall exercise the responsibilities of the Chief Executive Officer
set out in Section 2, above. If the Board of Directors elects a Chief Executive
Officer who is not the President, the President shall act in the place of the
Chef Executive Officer in his absence or in the event of his death, inability or
refusal to act. He shall perform all duties and have all powers which are
delegated to him by the Board of Directors or Chief Executive Officer. He shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized. In the event of the absence, death,
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inability or refusal to act of the President, the officer designated by the
Board of Directors shall perform the duties and exercise the powers of the
President.
Section 4. Vice Presidents
Each vice president shall perform such duties as the Chief Executive
Officer, the President or the Board of Directors shall prescribe.
Section 5. Treasurer
The Treasurer shall have charge and custody of all monies and securities of
the Corporation, shall in general perform all of the duties commonly incident to
the office of Treasurer and shall perform such other duties as may be assigned
him by the Chief Executive Officer, President or the Board of Directors. He
shall make such disbursements of the funds of the Corporation as are proper and
shall render from time to time an account of all such transactions.
Section 6. Secretary
The secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate minute books. The Secretary shall perform
such other duties as may be assigned him by the Chief Executive Officer, the
President or the Board of Directors.
Section 7. Delegation of Authority
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.
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Section 8. Removal
Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors. The Chief Executive Officer and the President
may each remove any officer appointed by him, at any time, with or without
cause.
Section 9. Action with Respect to Securities of Other Corporations
Unless otherwise directed by the Board of Directors, the President shall
have power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 1. Right to Indemnification
a. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she or a person for whom he or she is the legal representative is or
was a director, officer or employee of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,
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officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Indiana Business Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent such amendment permits the corporation to
provide broader indemnification rights than said law permitted the corporation
to provide prior to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith; provided, however, that with respect to any
agent or employee, to the extent any such expenses, liabilities or losses are
covered by insurance, other than insurance maintained by the corporation, the
corporation shall be required to indemnify and hold harmless such agent or
employee only to the extent that such expenses, liabilities or losses are not
covered by such insurance, and further provided, that any director, officer,
employee or agent serving as a trustee or other fiduciary of a collectively
bargained benefit plan shall be deemed not to be serving at the request of the
Corporation and shall not have any right to indemnification under this Article,
unless such person has been requested to serve in a writing signed by both a
senior officer and the President of the Corporation. Such right shall be a
contract right and shall include the right to be paid by the corporation
expenses incurred in defending any such proceedings in advance of its final
disposition; provided, however, that the payment of such expenses incurred by a
director or officer of the corporation in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of such
proceeding if:
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(1) he furnishes the corporation with a written affirmation of his
good faith belief that he has met the standard of conduct described in Section
23-1-37-8 of the Indiana Business Corporation Law;
(2) he furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
(3) a determination is made that the facts then known to those making
the determination would not preclude indemnification under Chapter 37 of the
Indiana Business Corporation Law.
b. Any person who is or was an agent of the corporation, and who would be
entitled to be indemnified by the corporation under the circumstances set forth
in Section l(a) but for the fact that such person is not or was not a director,
officer or employee 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 l(a), if the Board of
Directors determines that it is in the best interests of the corporation to
grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the corporation within 90
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant
shall be entitled to be paid also the expenses of prosecuting such claim. It
shall be a defense to any such action (other than
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an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking
has been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Indiana Business
Corporation Law for the corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the Indiana Business Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of conduct.
Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance
The corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of
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the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by the individual in that capacity or arising from the individual's
status as a director, officer, employee, or agent, whether or not the
corporation would have power to indemnify the individual against the same
liability under the Indiana Business Corporation Law.
Section 5.
For purposes of this Article, reference to "other enterprise" shall include
entities of any kind, including associations, rate bureaus and conferences.
ARTICLE VI
STOCK
Section 1. Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all of the signatures on
the certificate may be facsimile.
Section 2. Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 6 of Article VI of these
Bylaws, an outstanding certificate for the number of
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shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.
Section 3. Transfer and Change of Address
Title to a certificate and to the shares represented thereby can be
transferred only:
(1) By delivery of the certificates, endorsed either in blank or to a
specified person, by the person appearing by the certificate to the owner of the
shares represented thereby; or
(2) By delivery of the certificate and a separate document containing a
written assignment of the certificate or a power of attorney to well, assign or
transfer the same or the shares represented thereby, signed by the person
appearing by the certificate to be the owner of the shares represented thereby.
Such assignment or power of attorney may be either in blank or to a specified
person.
Section 4. Change of Address
Stockholders shall be responsible for notifying in writing the secretary,
or the transfer agent or registrar as the case may be, if appointed by
resolution of the Board, of any changes in their addresses from time to time,
and failure to do so shall relieve the Corporation, its shareholders, directors,
officers and the transfer agent and/or registrar, if any, of liability for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing in the records of the secretary or, if
appointed, the transfer agent or registrar.
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Section 5. Record Date
The Board of Directors may fix a record date, which shall not be more than
fifty nor less than then days before the date of any meeting of stockholders,
nor more than fifty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to receive payment of any dividend or other distribution or
allotment of any rights; or to exercise any rights with respect to any change,
conversion or exchange of stock or with respect to any other lawful action.
Section 6. Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
Section 7. Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VII
NOTICES
Section 1. Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to
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such stockholder, director, officer, or agent at his or her address as the same
appears on the books of the Corporation. The time when such notice is dispatched
shall be the time of the giving of the notice.
Section 2. Waivers
A written waiver of any notice, signed by a stockholder, director, officer,
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given in such
stockholder, director, officer, or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
ARTICLE VIII
MISCELLANEOUS
Section 1. Facsimile Signatures
In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Section 2. Corporate Seal
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in charge of the secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.
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