EXHIBIT 3.25
QUANTA ADVERTISING CORP.
BY-LAWS
ARTICLE I - OFFICES
The registered office shall be at Syracuse, New York
The corporation may also have offices at such other places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.
ARTICLE II - SEAL
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, New
York "
ARTICLE III - SHAREHOLDERS' MEETING
1. PLACE OF MEETING.
All meetings of the shareholders shall be held at the office of the
corporation at
or such other place or places, either within or without the Commonwealth of
Pennsylvania, as may from time to time be selected.
2. ANNUAL MEETING.
The annual meeting of the shareholders, shall be held on the fourth
Thursday in October in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following at 10:00 o' clock A. M. when they shall
elect a Board of Directors, and transact such other business as may properly be
brought before the meeting. If the annual meeting shall not be called and held
within six months after the designated time, any shareholder may call such
meeting.
3. QUORUM.
A Shareholder's meeting duly called shall not be organized for the
transaction of business unless a quorum is present. The presence in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on the particular matter shall constitute
a quorum for the purpose of considering such matter. The shareholders present at
a duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Adjournment
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or adjournments of any annual or special meeting may be taken, but any meeting
at which directors are to be elected shall be adjourned only from day to day, or
for such longer periods not exceeding fifteen days each, as may be directed by
shareholders who are present in person or by proxy and who are entitled to cast
at least a majority of the votes which all such shareholders would be entitled
to cast at an election of directors until such directors have been elected. If a
meeting cannot be organized because a quorum has not attended, those present
may, except as otherwise provided by statue, adjourn the meeting to such time
and place as they may determine, but in the case of any meeting called for the
election of directors, those who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors.
4. VOTING.
At each meeting of the shareholders every shareholder having the right to
vote shall be entitled to vote in person or by proxy executed in writing by such
shareholder or by his duly authorized attorney in fact, and filed with the
secretary of the corporation. No unrevoked proxy shall be valid after eleven
months from the date of its execution, unless a longer time is expressly
provided therein, but in no event shall a proxy, unless coupled with an
interest, be voted on after three years from the date of its execution.
Elections for directors shall be by cumulative voting. Upon demand made by a
shareholder at any election for directors before the voting begins, the election
shall be by ballot. No share shall be voted at any meeting upon which any
installment is due and unpaid. The original share transfer book, or a duplicate
thereof kept in this Commonwealth shall be prima facie evidence of the right of
the person named therein to vote thereon.
5. NOTICE OF MEETING.
Written notice of the annual meeting shall be mailed to each shareholder
entitled to vote thereat, at such address as appears on the books of the
corporation, at least 10 days prior to the meeting.
6. JUDGES OF ELECTION.
In advance of any meeting of shareholders, the Board of Directors, may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof. If judges of election be not so appointed, the
chairman of any such meeting may, and on the request of any shareholder or his
proxy shall make such appointment at the meeting. The number of judges shall be
one or three. If appointed at a meeting on the request
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of one or more shareholders or proxies, the majority of shares present and
entitled to vote shall determine whether one or three judges are to be
appointed. On request of the Chairman of the meeting, or of any shareholder or
his proxy, the judge(s) shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them. No person who is a candidate for office shall act as a judge.
7. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the
President, or the Board of Directors, or the holders of not less than one-fifth
of the votes which all shareholders are entitled to cast at the particular
meeting. At any time, upon written request of any person or persons who have
duly called a special meeting, it shall be the duty of the Secretary to fix the
date of the meeting to be held not less than ten nor more than sixty days after
receipt of the request, and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of the meeting and give notice thereof the
person or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all shareholders
entitled to vote consent thereto.
Written notice of a special meeting of shareholders, stating the time,
place and object thereof, shall be given to each shareholder entitled to vote
thereat at least five days before such meeting, unless a greater period of
notice is required by statue in a particular case.
8. VOTING LIST.
The officer or agent having charge of the share transfer book shall make,
at least five days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of and the number of shares held by each. The list shall be
kept on file at the registered office of the corporation, and shall be subject
to inspection by any shareholder at any time during usual business hours, and
shall also be produced and kept open at the time and place of the meeting, and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof
kept in this Commonwealth, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share transfer book, or to vote,
in person or by proxy, at any meeting of shareholders.
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ARTICLE IV - DIRECTORS
1. BOARD OF DIRECTORS.
The business of the corporation shall be managed by its Board of Directors,
in number, who shall be natural persons of full age and need not be
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resident(s) of this Commonwealth or shareholders in the corporation. They shall
be elected by the shareholders, at the annual meeting of shareholders of the
corporation, and each director shall be elected for the term of at least one
year, and until his successor shall be elected and shall qualify.
2. POWERS.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the board may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statue or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised or
done by the shareholders.
3. MEETINGS OF THE BOARD.
The meetings of the Board of Directors may be held at such place within
this Commonwealth, or elsewhere, as a majority of the directors may from time to
time appoint, or as may be designated in the notice calling the meeting.
Each newly elected Board of Directors may meet at such place and time as
shall be fixed by the shareholders at the meeting at which such directors are
elected and no notice shall be necessary to the newly elected directors in order
legally to constitute the meeting, or they may meet at such place and time as
may be fixed by the consent in writing of all the directors.
Regular meetings of the board shall be held without notice at the
registered office of the corporation, or at such other time and place as shall
be determined by the board.
4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the President
on five days notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in a
like manner and on like notice on the written request of two directors.
5. QUORUM.
A majority of the directors in office shall be necessary to
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constitute a quorum for the transaction of business, and the acts of a majority
of the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors.
6. VACANCIES.
Vacancies in the Board of Directors, including vacancies resulting from an
increase in the number of directors, shall be filled by a majority of the
remaining members of the Board though less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the shareholders or at
any special meeting duly called for the purpose and held prior thereto.
7. COMPENSATION OF DIRECTORS.
Directors as such, shall not receive any stated salary for their services,
but by resolution of the Board of Directors, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board provided, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
1. OFFICERS, ELECTIONS, TERM, ETC.
The executive officers of the corporation shall be chosen by the directors
and shall be a President, Secretary and Treasurer. The Board of Directors may
also choose a Vice-President and such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall have such
authority and shall perform such duties as from time to time shall be prescribed
by the Board of Directors. Any two or more offices may be held by the same
person, except the offices of President and Secretary. It shall not be
necessary for the officers to be directors.
The salaries of all officers and agents of the corporation shall be fixed
by the Board of Directors.
The officers of the corporation shall hold office for one year and until
their successors are chosen and have qualified. Any officer elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in their judgment the best interests of the corporation will be served
thereby.
2. PRESIDENT
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The President shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and directors; he shall have
general and active management of the business of the corporation, shall see that
all orders and resolutions of the Board of Directors are carried into effect,
subject, however, to the right of the directors to delegate any specific power,
except such as may be by statue exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute bonds, mortgages,
and other contracts requiring a seal, under the seal of the corporation. He
shall be ex-officio a member of al1 committees, and shall have the general
powers and duties of supervision and management usually vested in the office of
president of a corporation.
3. SECRETARY.
The Secretary shall attend all sessions of the Board and all meetings of
the shareholders and act as clerk thereof, record all the votes of the
corporation and the minutes of all its transactions in a book to be kept for
that purpose; and shall perform like duties for all committees of the Board of
Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
4. TREASURER.
The Treasurer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall disburse the funds
of the corporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
5. VACANCIES.
If the office of any officer or agent, one or more, becomes vacant for any
reason, the Board of Directors may choose a successor or successors, who shall
hold office for the unexpired term in respect of which such vacancy occurred.
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ARTICLE VI - ACTION BY CONSENT
Any action which may be taken at a meeting of the shareholders, or at a
meeting of the directors or members of the executive committee, may be taken
without a meeting, if a consent or consents in writing setting forth the action
so taken shall be signed by all of the shareholders who would be entitled to
vote at a meeting for such purpose, or by all of the directors or the members of
the executive committee, as the case may be, and shall be filed with the
Secretary of the corporation.
ARTICLE VII - CORPORATE RECORDS
1. RECORDS REQUIRED.
There shall be kept at the registered office of the corporation an original
or duplicate record of the proceedings of the shareholders and of the directors,
and the original or a copy of its By-Laws, including all amendments or
alterations thereof to date, certified by the Secretary of the corporation. An
original or duplicate share transfer book shall also be kept at the registered
office, or at the office of a transfer agent or registrar within this
Commonwealth, giving the names of the shareholders in alphabetical order, and
showing their respective addresses, the number and classes of shares held by
each, the number and date of certificates issued for the shares, and the number
and date of cancellation of every certificate surrendered for cancellation.
2. INSPECTION.
Every shareholder shall have a right to examine, in person or by his agent
or attorney, at any reasonable time or times for any reasonable purpose, the
share transfer book, books or records of account, and records of the proceedings
of the shareholders and directors, and make extracts therefrom.
ARTICLE VIII - SHARES
1. CERTIFICATES.
The share certificate of the corporation shall be numbered and registered
in the share transfer books of the corporation, as they are issued. They shall
be signed by the and and shall bear the corporate seal.
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2. TRANSFERS OF SHARES.
Transfers of shares shall be made on the books of the
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corporation upon surrender of the certificates therefor, endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made inconsistent with the provisions of Article 8 of the
Uniform Commercial Code approved the sixth day of April, one thousand nine
hundred fifty-three (Act No. 1), and its amendments and supplements.
3. CLOSING SHARE TRANSFER BOOKS OR FIXING RECORD DATE.
The Board of Directors may fix a time, not more than fifty days prior to
the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date fixed for the allotment of rights, or
the date when any change or conversion or exchange of shares will be made or go
into effect, as a record date for the determination of the shareholders entitled
to notice of, and to vote at, any such meeting, or entitled to receive payment
of any such dividend or distribution or to receive any such allotment or rights,
or to exercise the rights in respect to any change, conversion, or exchange of
shares. In such cases, only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment or
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed as aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period, and in such case written or printed notice thereof shall be mailed at
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice. While the share transfer books of the
corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed for the determination of shareholders entitled to receive
notice of and vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of and vote at such
meeting.
4. LOST CERTIFICATES.
Any person claiming the loss, destruction or mutilation of a share
certificate may have a new certificate issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
ARTICLE IX - CORPORATE FINANCE
1. DIVIDENDS.
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Subject to the provisions of the statutes and the Articles of
Incorporation, the Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation from time to time and to such extent as it
deems advisable.
2. RESERVES.
Before payment of any dividend there may be set aside out of the net
profits of the corporation such sum or sums as the directors, from time to time,
in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purpose as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
3. ANNUAL STATEMENT.
The President and Board of Directors shall present at each annual meeting a
full and complete statement of the business and affairs of the corporation for
the preceding year. Such statement shall be prepared and presented in whatever
manner the Board of Directors shall deem advisable and need not be verified by a
certified public accountant.
4. FISCAL YEAR.
The fiscal year of the corporation shall begin on the day of
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in each year.
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ARTICLE X - MISCELLANEOUS PROVISIONS
1. NOTICES.
Whenever written notice is required to be given to any person, it may be
given to such person, either personally or by sending a copy thereof through the
mail, or by telegram, charges prepaid, to his address appearing on the books of
the corporation, or supplied by him to the corporation for the purpose of
notice. If the notice is sent by mail or telegraph, it shall be deemed to have
been given to the person entitled thereto when deposited in the United States
mail or with a telegraph office for transmission to such person. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be transacted.
Any shareholder or director may waive in writing and at any time, any
notice required to be given under the By-Laws. Attendance of a person, either in
person or by proxy, at any meeting shall constitute a waiver of notice of such
meeting,
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except where the express purpose of such attendance is to object to the
transaction of any business because the meeting was not lawfully called or
convened.
2. CHECKS.
All checks, demands for money and notes of the corporation shall be signed
by such officer or officers as the Board of Directors shall from time to time
designate.
ARTICLE XI - AMENDMENTS
These By-Laws may be altered, amended or repealed by the affirmative vote
of a majority of the shares issued and outstanding and entitled to vote thereat
at any regular or special meeting of the shareholders, if notice of the proposed
alteration, amendment or repeal be contained in the notice of the meeting,
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