EXHIBIT NO. 3.8
YELLOW TECHNOLOGY SERVICES, INC.
BYLAWS
(Effective May 12, 1992)
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 place on such
date and at such time of day as the Board of Directors shall each year fix,
which date shall be within thirteen months of the last annual meeting of
stockholders.
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 President or a
majority of the Board of Directors and shall be held at such place, on such
date, and at such time as they 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 sixty 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 General
Corporation Law of the State of Delaware or the Certificate 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.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization
The President or such person as the Board of Directors may have designated,
shall call to order any meeting of the stockholders and act as chairman of the
meeting and the Secretary or Assistant Secretary shall act as secretary of the
meeting. In the absence of
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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 Certificate of Incorporation or
these Bylaws.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballot, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. 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 Certificate 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. Directors
a. Number and Term of Office
The number of directors who shall constitute the whole board shall be such
number not less than three nor more than nine as the Board of Directors shall at
the time have designated. 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.
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
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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 from office 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.
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 President 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
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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.
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 Certificate 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.
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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;
5. To confer upon any officer of the Corporation 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
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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, may from time to time designate
committees of the Board, 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. Any committee so designated may exercise the power and authority of
the Board of Directors to declare a dividend or to authorize the issuance of
stock if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or
disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may by
unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.
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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 vice presidents, a treasurer, assistant secretaries and
assistant treasurers. Officers shall be elected by the Board of Directors, which
shall consider that subject at its first meeting after every annual meeting of
stockholders. 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.
Section 2. President
The President be responsible in general for the supervision and control of
all of the business and affairs of the Corporation. He shall perform all duties
and have all powers which are delegated to him by the Board of Directors. He
shall have power to
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sign all stock certificates, contracts and other instruments of the Corporation
which are authorized. In the event of the absence, death, 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 3. Vice Presidents
Each vice president shall perform such duties as the Board of Directors
shall prescribe.
Section 4. Treasurer
The Treasurer, if one shall have been elected by the Board of Directors,
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
President. 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 and of the financial condition of the Corporation.
Section 5. 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.
Section 6. 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.
Section 7. Removal
Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.
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Section 8. 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, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Delaware General
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
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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. 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, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.
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 1(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 1(a), if the
Board of Directors determines that it is in the best interests
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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 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 Delaware General 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 Delaware General 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.
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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 Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 4. Insurance
The corporation may maintain insurance, at its expense, to protect itself
and any such director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General 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
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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 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 in the certificate to be 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 sell, 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
sixty nor less than ten days before the date of any meeting of stockholders, nor
more than sixty 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 such stockholder, director,
officer, or agent at his or her address as the same appears on
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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 to 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.
Section 3. Reliance upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the
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Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.
Section 4. Fiscal Year
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. Time Periods
In applying any provision of these Bylaws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days after an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day of
the event shall be included.
ARTICLE IX
AMENDMENTS
Section 1. Amendments
These Bylaws may be amended or repealed, or new bylaws may be adopted by
the affirmative vote of the majority of the Board of Directors or by the
stockholders at any meeting.
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