EXHIBIT NO. 3.4
BY-LAWS OF
YELLOW REDEVELOPMENT CORPORATION
ARTICLE I
GENERAL OFFICE
The general office of this company shall be at 92nd Street at State Line
Road, Kansas City, Missouri, or at such place as may hereafter be designated by
the Board of Directors.
ARTICLE II
ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of the stockholders of the corporation shall be held at
eleven o'clock in the forenoon on the second Tuesday of March of each year. In
the event that such annual meeting is omitted by oversight or otherwise on the
date herein provided for, the directors shall cause a meeting in lieu thereof to
be held as soon thereafter as conveniently may be, and any business transacted
or elections held at such meeting shall be as valid as if transacted or held at
the annual meeting. Such subsequent meeting shall be called in the same manner
as provided for the annual stockholders' meeting.
ARTICLE III
SPECIAL MEETINGS OF STOCKHOLDERS
Except as otherwise provided by law, special meetings of the stockholders
of this corporation shall be held whenever called by the president or a vice
president or by a majority of the board of directors or whenever one or more
stockholders who are entitled to vote and who hold at least 25% of the capital
stock issued and outstanding shall make written application therefor to the
secretary stating the time, place and purpose of the meeting called for.
ARTICLE IV
NOTICE OF STOCKHOLDERS' MEETINGS
Notice of all stockholders' meetings stating the time and the place and the
objects for which such meetings are called shall be given by the president or a
vice president or the secretary or by any one or more stockholders entitled to
call a special meeting of the stockholders by publication for ten (10) days
prior thereto in some newspaper published in the City of Kansas City, Jackson
County, Missouri, or in lieu thereof notice may be served personally on each
stockholder.
ARTICLE V
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by these by-laws or
the articles of incorporation of this corporation, or any of the corporation
laws of the State of Missouri, 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 thereto.
ARTICLE VI
QUORUM OF STOCKHOLDERS
At any meeting of the stockholders, a majority in interest of all the
capital stock issued and outstanding, represented by stockholders of record in
person or by proxy, shall constitute a quorum; but a less interest may adjourn
any meeting, and the meeting may be held as adjourned without further notice;
PROVIDED, however, that directors shall not be elected at a meeting so
adjourned. When a quorum is present at any meeting, a majority in interest of
the stock represented thereat shall decide any question brought before such
meeting.
ARTICLE VII
PROXY AND VOTING
Stockholders of record may vote at any meeting either in person or by proxy
in writing, which shall be filed with the secretary of the meeting before being
voted. Such proxies shall entitle the holders thereof to vote at any adjournment
of such meeting, but shall not be valid after the final adjournment thereof. No
proxy shall be valid after the expiration of eleven months from the date of its
execution unless the stockholder executing it shall have specified therein the
length of time it is to continue in force, which shall be for some limited
period. Each stockholder, except as hereinafter otherwise provided, shall be
entitled to one vote for each share of stock held by him. At all elections of
directors of the corporation, each stockholder shall be entitled to as many
votes as shall equal the number of his shares of stock, multiplied by the number
of directors to be elected, and he may cast all of such votes for a single
director or he may distribute them among the number to be voted for or any two
or more of them, as he may see fit.
ARTICLE VIII
BOARD OF DIRECTORS
A board of directors shall be chosen by ballot at the annual meeting of the
stockholders or at any meeting held in place thereof as provided by law. The
number of directors of this corporation to be elected at the first meeting of
stockholders shall be three; however, the number of directors may at any time be
increased to five by a majority vote of the stockholders.
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Each director shall serve until the next annual meeting of the stockholders
and until his successor is duly elected and qualified. Directors need not be
stockholders of the corporation. Directors shall be of full age and at least one
of them shall be a citizen and resident of the State of Missouri.
ARTICLE IX
POWERS OF DIRECTORS
The board of directors shall have the entire management of the business of
the corporation. In the management and control of the property, business and
affairs of the corporation, the board of directors is hereby vested with all the
powers possessed by the corporation itself, so far as this delegation of
authority is not inconsistent with the laws of the State of Missouri, with the
certificate of incorporation of the corporation, or with these by-laws. The
board of directors shall have power to determine what constitutes net earnings,
profits and surplus, respectively, what amount shall be reserved for working
capital and for any other purpose, and what amount shall be declared as
dividends, and such determination by the board of directors shall be final and
conclusive.
ARTICLE X
OFFICERS
The officers of this company shall consist of a president, a vice president
(who may be designated executive vice president), a secretary and a treasurer,
and such other officers as the board of directors shall from time to time deem
necessary or appropriate and appoint.
Any two offices , except those of president and vice president may be held
by one and the same person at the same time.
ARTICLE XI
MEETINGS OF DIRECTORS
Regular meetings of the board of directors shall be held each year
immediately following the annual meeting of the stockholders, and at such other
times as the board by vote may determine, and if so determined no notice thereof
need be given. Special meetings of the board of directors may be held at any
time or place, whenever called by the president, a vice president or two
directors, notice thereof being given to each director by the secretary or an
assistant secretary or an officer calling the meeting, or at any time without
formal notice, provided that all the directors are present, or those not present
shall at any time waive or have waived notice thereof. Notice of special
meetings, stating the time and place thereof, shall be given by mailing the same
to each director at his residence or business address at least two days before
the meeting, or by delivering the same to him personally or telegraphing the
same to him at his residence or business address not later than the day before
the day on which the meeting is to be held, unless, in case of emergency, the
president shall prescribe a shorter notice to be given personally or by
telegraphing each director at his residence or business address. Such special
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meeting shall be held at such time and place as the notice thereof or waiver
shall specify. The officers of the corporation shall be elected by the board of
directors at its regular meeting following its election by the stockholders, and
a meeting may be held without notice for this purpose immediately after the
annual meeting of the stockholders and at the same place.
ARTICLE XII
PRESIDENT
I shall be the duty of the president to manage, conduct and control the
business of the corporation, subject only to the direction of the Board of
Directors. The president, or a vice president, unless some other person is
specifically authorized by vote of the board of directors, shall sign all
certificates of stock, bonds, deeds, mortgages, extension agreements,
modification of mortgage agreements, leases and contracts of the corporation. He
shall perform all the duties commonly incident to his office and shall perform
such other duties as the board of directors shall designate.
ARTICLE XIII
VICE PRESIDENT
It shall be the duty of the vice president to perform the duties of the
president in his absence, sickness, or inability to act.
ARTICLE XIV
SECRETARY
It shall be the duty of the secretary to keep the minutes of the meetings
of the stockholders and of the board of directors.
ARTICLE XV
TREASURER
It shall be the duty of the treasurer to have charge of and preserve all
moneys, bills, notes and assets of the corporation. Signatories on bank accounts
may be any person or persons designated (by name or office ) by resolution of
the Board of Directors.
ARTICLE XVI
RESIGNATIONS AND REMOVALS
Any director or officer of the corporation may resign at any time by giving
written notice to the corporation, to the board of directors, or to the
president, or to the secretary of the corporation. Any such resignation shall
take effect at the time specified therein, or, if the time be not specified
therein, upon its acceptance by the board of directors.
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The stockholders, at any meeting called for that purpose, by vote of a
majority of the stock issued and outstanding, may remove from office any
director or other officer elected or appointed by the stockholders or board of
directors, and elect or appoint his successor. The board of directors, by vote
of not less than a majority of the entire board, may remove from office any
officer or agent elected or appointed by it.
ARTICLE XVII
VACANCIES
If the office of any director, or officer, or agent becomes vacant by
reason of death, resignation, removal, disqualification, or otherwise, the
directors, or remaining directors as the case may be, may by a vote of a
majority choose a successor or successors who shall hold office for the
unexpired term. Vacancies in the board of directors may be filled for the
unexpired term by the stockholders at a meeting called for that purpose, unless
such vacancy shall have been filled by the directors. Vacancies resulting from
an increase in the number of directors may be filled in the same manner.
ARTICLE XVIII
TRANSFER OF STOCK
The stock of this company shall be transferred only on the books of the
company, and any transfer of stock shall be subject to the lien of the company
thereon for any indebtedness due the company from the holder.
ARTICLE XIX
AMENDMENTS
The by-laws of the corporation may be amended, added to, or repealed by
vote of the holders of a majority of the issued and outstanding capital stock of
this corporation, at any meeting of the stockholders, provided that notice of
the proposed change is given in the notice of meeting, or notice thereof is
waived in writing.
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