EXHIBIT 3.13
BY-LAWS OF
CARROLS REALTY I CORP.
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. All meetings of the stockholders for the
election of directors shall be held at such date, time and place, either within
or without the State of Delaware, as the Board of Directors shall determine each
year.
Section 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called by the Chairman, President or Secretary or by the
directors, and may be held at any date, time and place, within or without the
State of Delaware, as shall be stated in the notice of meeting.
Section 3. Notice of Meetings. Written notice of each annual or
special meeting of the stockholders, stating the place, date and time of the
meeting, and in the case of a special meeting the purpose of such meeting, shall
be given, not less than ten nor more than sixty days before the date of the
meeting, to
each stockholder entitled to vote at such meeting, at his address as it appears
on the records of the Corporation.
Section 4. Voting. Each stockholder shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote which is registered
in his name on the record date for the meeting. No proxy shall be voted after
three years from its date unless such proxy provides for a longer period.
Elections for directors and all other questions shall be decided by majority
vote except as otherwise required by the certificate of incorporation or by law.
Section 5. Quorum. The holders of a majority of the stock of the
Corporation entitled to vote, present in person or by proxy, shall constitute a
quorum at all meetings of the stockholders, except as otherwise required by law.
If a quorum shall not be present at any meeting, the chairman of the meeting or
a majority of the holders of the stock of the Corporation entitled to vote who
are present at such meeting, in person or by proxy, shall have the power to
adjourn the meeting to another place, date or time, without notice other than
announcement at the meeting; provided, however, that if the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. At any adjourned
meeting any business may be transacted which might have been transacted at the
original meeting.
Section 6. Stockholders List. A complete list of
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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 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The stockholders 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.
Section 7. Action Without Meeting. Any action required or permitted to
be taken at any annual or special meeting of stockholders, including, without
limitation, election of directors, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those
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stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors constituting the
entire Board of Directors shall be not more than 9 nor less than 1, as fixed
from time to time by action of the stockholders or the Board of Directors. The
directors shall be elected to serve until the next annual meeting of the
stockholders and until their respective successors shall have been elected and
qualified.
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 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. Resignations. Any director, member of a committee or
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein and if no time be specified, at
the time of its receipt by the Chairman, President or Secretary. The acceptance
of a resignation shall not be necessary to make it effective.
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Section 3. Vacancies. If the office of any director, member of a
committee or officer becomes vacant for any reason, the remaining directors in
office, though less than a quorum, by a majority vote, may elect a successor who
shall hold office for the unexpired term and until his successor shall be
elected and qualified.
Section 4. Removal. Any director or directors may be removed with or
without cause at any time by the affirmative vote of the holders of a majority
of all the shares of stock outstanding and entitled to vote.
Section 5. Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the certificate of
incorporation or by these by-laws conferred upon or reserved to the
stockholders.
Section 6. Meetings. Regular meetings of the Board of Directors may be
held without notice at such dates, times and places as shall be established from
time to time by the Board of Directors and publicized among all directors.
Special meetings of the Board of Directors may be called by the Chairman, the
President or the Secretary on the request of any director on at least
twenty-four hours' notice of the date, time and place thereof given to each
director. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.
Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of such Board or committee, by
means of a conference telephone or
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similar communications equipment that enables all persons participating in the
meeting to hear each other, and such participation in a meeting shall constitute
presence in person at the meeting.
Action by a majority of the directors present at a meeting at which a
quorum is present shall constitute the act of the Board of Directors.
Section 7. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, a majority of those present may adjourn the
meeting to another place, date or time, without further notice (other than
announcement at the meeting) or waiver thereof.
Section 8. Compensation. Directors may receive such compensation for
their services as directors as the Board shall from time to time determine by
resolution.
Section 9. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board of Directors, or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.
Section 10. Committees of the Board of Directors. The Board of
Directors, by a vote of a majority of the whole Board, may from time to time
designate committees of the Board, with such
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lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall elect a director or directors to serve as the
member or members of those committees, designating, if it desires, other
directors as alternate 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.
ARTICLE IV
OFFICERS
Section 1. Generally. The officers of the Corporation shall be a
Chairman, a President, one or more Vice Presidents, a Treasurer, a Secretary and
one or more Assistant Secretaries, all of whom shall be elected by the Board of
Directors. Each officer shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.
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The Board of Directors may elect such other officers and agents as it may deem
advisable, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. None of the officers of the Corporation need be director.
Two or more offices may be held by the same person. Any officer may be removed
at any time, with or without cause, by the Board of Directors.
Section 2. Chairman. The Chairman shall be the Chief Executive Officer
of the Corporation. He shall preside at all meetings of the stockholders and of
the Board of Directors. Subject to the provisions of these by-laws and to the
direction of the Board of Directors, he shall have the responsibility for the
general management and control of the affairs and business of the Corporation
and shall perform all duties and have all powers which are commonly incident to
the office of Chief Executive officer or which from time to time are delegated
to him by the Board of Directors. The Chairman shall have power to sign, in the
name of the Corporation, all authorized stock certificates, contracts,
documents, tax returns, instruments, checks and bonds or other obligations of
the Corporation and shall have general supervision and direction of all of the
other officers and agents of the Corporation.
Section 3. President. The President shall be the Chief Operating
Officer of the Corporation, and its executive officer next in authority to the
Chairman. He shall assist the Chairman in the management of the business of the
Corporation and,
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in the absence or disability of the Chairman, he shall preside at all meetings
of the stockholders and of the Board of Directors and exercise the other powers
and perform the other duties of the Chairman. The President shall have power to
sign, in the name of the Corporation, all authorized stock certificates,
contracts, documents, tax returns, instruments, checks and bonds or other
obligations of the Corporation, and shall have such other powers and duties as
may from time to time be delegated to him by the Board of Directors.
Section 4. Vice-President. Each Vice-President shall have such powers
and shall perform such duties as shall from time to time be designated by the
Board of Directors.
Section 5. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or the Chairman or President, taking proper
vouchers for such disbursements. He shall render to the Chairman, the President
and the Board of Directors at the regular meetings of the Board of Directors, or
whenever they may request it, an account of all his transactions as Treasurer
and of the financial condition of the corporation. If required by the Board of
Directors, he shall give the Corporation a bond for the
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faithful discharge of his duties in such amount and with such surety as the
Board of Director shall prescribe.
Section 6. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and, when required under these by-laws,
of directors, and all other notices required by law or by these by-laws, and in
case of his absence or refusal or neglect so to do, any such notice may be given
by any person thereunto directed by the Chairman, the President, the Board of
Directors, the director or the stockholders, upon whose requisition the meeting
is called as provided in these by-laws. He shall record all the proceedings of
the meetings of the Corporation and of the directors in a book to be kept for
that purpose, and shall perform such other duties as may be assigned to him by
the directors, the Chairman or the President. He shall have the custody of the
seal of the Corporation and shall affix the same to all instruments requiring
it, when authorized by the directors, the Chairman or the President, and attest
the same.
Section 7. Assistant Secretaries. Each Assistant Secretary shall have
such powers and shall perform such duties as shall from time to time be
designated by the Board of Directors.
Section 8. Additional Powers of Officers. In addition to the powers
specifically provided in these by-laws, each officer (including officers other
than those referred to in these by-laws) shall have such other or additional
authority and perform such duties as the Board of Directors may from time to
time determine.
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Section 9. Action With Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman and the
President each shall have the 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
STOCK
Section l. Certificates of Stock. Certificates of stock, signed by the
Chairman or a Vice-Chairman or the President or a Vice-President and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
shall be issued to each stockholder, certifying the number of shares owned by
him in the Corporation. Any of or all the signatures on the certificates may be
facsimiles.
Section 2. Lost, Stolen or Destroyed Certificates. A new certificate
of stock may be issued in the place of any certificate thereto fore issued by
the Corporation, alleged to have been lost, stolen or destroyed, and the
directors may, in their discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond, in such sum as the may direct, to indemnify the Corporation against any
claim that may be made against it on account of the
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alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.
Section 3. Transfer of Shares. Transfer 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. Upon surrender to the Corporation or its transfer agent of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue or
cause its transfer agent to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Stockholders Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of and
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board
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of Directors may fix a new record date for the adjourned meeting.
ARTICLE VI
MISCELLANEOUS
Section 1. Dividends. Subject to the provisions of the certificate of
incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends such sum as the directors from time to time in their discretion
deem proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purposes as the directors shall deem
conducive to the interests of the Corporation.
Section 2. Seal. The corporate seal shall be circular in form and
shall contain the name of the Corporation, the year of its creation and the
words "CORPORATE SEAL" and "DELAWARE". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 4. Checks. All checks, drafts or other orders for the 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 be determined from time to time by the
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Board of Directors.
Section 5. Notice and Waiver of Notice. Whenever any notice is
required to be given, personal notice shall not be necessary unless expressly so
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, first class mail (airmail if to
an address outside of the United Stated), postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
Corporation, in which case such notice shall be deemed given on the day of such
mailing, unless it is notice of a directors' meeting, in which case such notice
shall be deemed given 5 days after the date of such mailing. Notice may also be
given personally, or by telegram, telex or similar communication and notice so
given shall be deemed given when so delivered personally or when delivered for
transmission.
Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.
Whenever any notice whatsoever is required or permitted to be given
under the provisions of any law, or under the provisions of the certificate of
incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time such
notice is required to be given, shall be deemed equivalent thereto. A telegram,
telex or similar communication waiving any such notice sent by a person entitled
to notice shall be deemed equivalent to
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a waiver in writing signed by such person. Neither the business nor the purpose
of any meeting need be specified in any waiver.
ARTICLE VII
These by-laws may be altered, amended or repealed and by-laws may be
made by the Board of Directors at any meeting or by the stockholders at any
meeting.
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