EXHIBIT 3.32
BYLAWS
OF
T.C. MANAGEMENT, INC.
a Delaware corporation
(the "Corporation")
As adopted by the Board of Directors on October 27, 1993.
TABLE OF CONTENTS
Page
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Contents
ARTICLE I. STOCKHOLDER MEETINGS.
1.1. Annual Meetings .............................................. 1
1.2. Special Meetings ............................................. 1
1.3. Notice of Meetings ........................................... 1
1.4. Adjournments ................................................. 1
1.5. Quorum ....................................................... 1
1.6. Organization; Order of Business .............................. 2
1.7. voting; Proxies .............................................. 2
1.8. Stockholder List ............................................. 3
1.9. Consent of Stockholders in Lieu of Meeting ................... 3
1.10. Attendance via Communications Equipment ...................... 3
ARTICLE II. BOARD OF DIRECTORS .......................................... 3
2.1. Powers ....................................................... 3
2.2. Number; Term of Office; Qualifications ....................... 3
2.3. Removal ...................................................... 4
2.4. Resignations ................................................. 4
2.5. Vacancies .................................................... 4
2.6. Regular Meetings ............................................. 4
2.7. Special Meetings ............................................. 4
2.8. Telephonic Meetings Permitted ................................ 5
2.9. Quorum; Vote Required For Action ............................. 5
2.10. Action-Without Meeting ....................................... 5
2.11. Organization ................................................. 5
2.12. Compensation ................................................. 5
ARTICLE III. COMMITTEES OF DIRECTORS .................................... 6
3.1. Establishment ............................................... 6
3.2. Available Powers ............................................. 6
3.3. Unavailable Powers ........................................... 6
3.4. Conduct of Business .......................................... 6
ARTICLE IV. OFFICERS .................................................... 7
4.1. Executive Officers; Term of Office ........................... 7
4.2. Powers and Duties ............................................ 7
4.2.1. President ........................................... 7
4.2.2. Vice presidents ..................................... 8
4.2.3. Secretary ........................................... 8
4.2.4. Treasurer ........................................... 8
4.2.5. Assistant Secretary ................................. 8
4.2.6. Assistant Treasurer ................................. 8
4.3. Resignations and Removal ..................................... 9
4.4. Vacancies .................................................... 9
4.5. Compensation ................................................. 9
Page
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Contents
ARTICLE V. STOCK AND DIVIDENDS .......................................... 9
5.1. Certificates ................................................. 9
5.2. Multiple Classes of Stock .................................... 9
5.3. Payment for Shares ........................................... 10
5.4. Transfer of Stock ............................................ 10
5.5. Transfer and Registry Agents ................................. 10
5.6. Lost, Stolen or Destroyed Certificates ....................... 10
5.7. Registered Stockholders ...................................... 11
5.8. Dividends, Surplus, Reserves ................................. 11
5.9. Additional Regulations ....................................... 11
ARTICLE VI. MISCELLANEOUS ............................................... 11
6.1. Offices ...................................................... 11
6.2. Place of Meetings ............................................ 11
6.3. Fixing Record Dates .......................................... 12
6.4. Means of Giving Notice ....................................... 12
6.5. Waiver of Notice ............................................. 12
6.6. Contracts and Negotiable Instruments ......................... 13
6.7. Facsimile Signatures ......................................... 13
6.8. Fiscal Year .................................................. 13
6.9. Seal ......................................................... 13
6.10. Books and Records ............................................ 13
6.11. Reliance Upon Books and Records .............................. 13
6.12. Form of Records .............................................. 14
6.13. Inspection of Books and Records .............................. 14
6.14. Indemnification .............................................. 14
6.15. Insurance .................................................... 14
6.16. Surety Bonds ................................................. 14
6.17. Interested Directors, Officers and Stockholders .............. 14
6.17.1. Validity ........................................... 14
6.17.2. Disclosure, Approval ............................... 15
6.17.3. Non-Exclusive ...................................... 15
6.18. Voting of Securities of Other Corporations ................... 15
6.19. Amendments ................................................... 15
BYLAWS
ARTICLE I.
STOCKHOLDER MEETINGS.
1.1. Annual Meetings. An annual meeting of the stockholders for the purpose
of electing directors and for the transaction of such other business as may be
brought before the meeting shall be held at such time and place, within or
without the State of Delaware, as may be designated by the Board of Directors.
1.2. Special Meetings. Special meetings of the stockholders may be called
for any purpose or purposes at any time by the President, the Board of
Directors, or a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as
expressly provided in a resolution of the Board of Directors, include the power
to call such meetings; but such special meetings may not be called by any other
person or persons.
1.3. Notice of Meetings. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the written notice of any meeting shall be given not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary of the Corporation that the notice
required by this Section has been given shall, in the absence of fraud, be prima
facie evidence of the facts stated therein.
1.4. Adjournments. Any meeting of stockholders, annual or special, may
adjourn to another time or place. Notice of any such adjourned meeting need not
be given if the time and place thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than thirty (30) 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 the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting.
1.5. Quorum. At any meeting of stockholders, the presence, in person or by
proxy, of the holders of shares representing a majority of the entire number of
votes entitled to be cast at the meeting shall constitute a quorum for all
purposes, except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws. In the absence
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of a quorum, the chairman of the meeting or the holders of shares of stock
present in person or by proxy and entitled to vote at such meeting (determined
by a majority of the votes cast) may adjourn the meeting to another time or
place. The stockholders present at a duly convened meeting may continue to
transact business until adjournment, notwithstanding the subsequent withdrawal
of stockholders leaving less than a quorum.
1.6. Organization; Order of Business. Such person as the Board of Directors
may have designated or, in the absence of such a person, the President of the
Corporation or, in his absence such person as may be chosen by the holders of
shares representing a majority of the votes which could be cast by those
present, in person or by proxy, and entitled to vote shall call to order any
meeting of the stockholders and act as chairman of the meeting. The Secretary of
the Corporation, if present, shall act as secretary of the meeting but in his
absence, the secretary of the meeting shall be such person as the Chairman
appoints. The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including regulation of the manner
of voting and the conduct of discussion; but the order of business to be
followed at any meeting at which a quorum is present may be changed by the
holders of shares of stock present in person or by proxy and entitled to vote at
such meeting (determined by a majority of the votes cast).
1.7. Voting; Proxies. Except as may be otherwise provided by the
Certificate of Incorporation or a resolution adopted by the Board of Directors
pursuant to Section 151(a) of the General Corporation Law of the State of
Delaware, each stockholder entitled to vote at any meeting of stockholders shall
be entitled to one vote for each share of stock held by him which has voting
power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period. Each proxy shall
be revocable unless expressly provided therein to be irrevocable and unless made
irrevocable by law. Each proxy shall be filed with the Secretary of the
Corporation prior to or at the time of the meeting. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing with the Secretary of the Corporation an instrument in writing
revoking the proxy or another duly executed proxy bearing a later date. Voting
at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors of election unless so determined by the chairman of such
meeting or the holders of shares representing a majority of the votes that could
be cast by those present, in person or by proxy, and entitled to vote. All
elections shall be determined by a plurality of the votes cast, and except as
otherwise required by law, the Certificate of Incorporation or these Bylaws, all
other matters shall be determined by a majority of the votes cast.
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1.8. Stockholder List. A complete list of the stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order and showing the
address of each such stockholder and the number of shares registered in his
name, shall be open to examination by any 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 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 list
shall also be produced and kept at the place of the meeting throughout the
entire meeting and shall be open to examination by any stockholder who is
present. The original stock ledger shall be the only evidence as to the
stockholders entitled to examine such stock ledger, the stockholder list or the
books required by this Corporation or to vote in person or by proxy at any
meeting of stockholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at any meeting.
1.9. Consent of Stockholders in Lieu of Meeting. Unless otherwise
restricted by the Certificate of Incorporation, any action which must or may be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the actions 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 stockholders who have not consented in writing.
1.10. Attendance via Communications Equipment. Unless otherwise restricted
by law, the stockholders may hold any meeting by means of conference telephone
or other communications equipment by means of which all persons participating in
the meeting can effectively communicate with and hear each other. Such
participation shall constitute presence in person at the meeting.
ARTICLE II.
BOARD OF DIRECTORS.
2.1. Powers. The business and affairs of the Corporation shall be managed
by the Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law, the Certificate of
Incorporation or these Bylaws directed or required to be exercised or done by
the stockholders.
2.2. Number; Term of Office; Qualifications. The number of directors of the
Corporation shall be the number of directors specified as the initial Board of
Directors in the Certificate of Incorporation.
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The number of directors may be increased or decreased from time to time by
resolution of the Board of Directors then in office, though less than a quorum,
or by due election of that number of directors by the shareholders; provided
that, at all times the number of directors shall be at least one (1) and no
decrease shall have the effect of shortening the term of any incumbent director.
Except as otherwise provided herein or required by law, each director shall be
elected at each annual meeting of stockholders and shall hold office until his
successor has been duly elected and qualified. Directors need not be
stockholders or residents of the State of Delaware.
2.3. Removal. Subject to Section 141(k) of the General Corporation Law of
the State of Delaware, any director may be removed, either for or without cause,
at any meeting of stockholders by the holders of shares of stock representing a
majority of the entire number of votes entitled to be cast at an election of
directors, provided that notice of the intention to act upon such matter shall
have been given in the notice calling such meeting if such meeting is a special
meeting.
2.4. Resignations. Any director may resign at any time by written notice to
the Corporation. Such resignation shall take effect at the time therein
specified, or if no such time is specified, upon receipt by the Corporation.
Unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.
2.5. Vacancies. Any vacancy in the Board of Directors caused by death,
resignation, removal (whether or not for cause), disqualification, an increase
in the number of directors or any other cause may be filled by a majority vote
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
expiration of the term of office of the director whom he has replaced and until
his successor is duly elected and qualified.
2.6. Regular Meetings. Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware and at such times as
shall have been established by the Board of Directors and communicated to all
directors. A notice of each regular meeting shall not be required.
2.7. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place within or without the State of Delaware and (i) may be
called by the President, and (ii) must be called by the President or Secretary
on the written request of two directors or the sole director, as the case may
be. Notice of each special meeting of the Board of Directors must be given to
each director at least twenty-four (24) hours before the meeting if such notice
is delivered personally or by means of telegram, telex or facsimile
transmission; two (2) days before the meeting if such notice is delivered by a
recognized express delivery service; and three (3) days before the meeting if
such notice is delivered through the United
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States mail. Any and all business which may be transacted at a regular meeting
of the Board of Directors may be transacted at a special meeting. Neither notice
of a special meeting nor waiver of notice of a special meeting need state the
purpose of or business to be transacted at such meeting.
2.8. Telephonic Meetings Permitted. Members of the Board of Directors, or
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear and communicate with each other. Such
participation shall constitute presence in person at such meeting.
2.9. Quorum; Vote Required For Action. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law, the Certificate of Incorporation
or these Bylaws. If a quorum shall not be present at any meeting, a majority of
the directors present may adjourn the meeting to another time or place, without
notice other than announcement at the meeting, until a quorum is present. At any
such adjourned meeting any business may be transacted which might have been
transacted at the meeting as originally notified.
2.10. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if all members of the Board of Directors or such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
such committee.
2.11. Organization. The Board of Directors may, if it chooses, elect a
Chairman of the Board and a Vice Chairman of the Board from its members.
Meetings of the Board of Directors shall be presided over by the Chairman of the
Board, if any, or in his absence the Vice Chairman of the Board, if any, or in
his absence by the President, or in their absence by a chairman chosen at the
meeting. The Secretary of the Corporation, if present, shall act as secretary
of the meeting; but in his absence the secretary of the meeting shall be such
person as the chairman of the meeting appoints.
2.12. Compensation. The Board of Directors shall have authority to
determine from time to time the amount of compensation, if any, which shall be
paid to its members for their services as directors and as members of committees
of the Board of Directors. The directors may be reimbursed their expenses, if
any, of attendance at such Board and committee meetings. No director is
precluded from serving the Corporation in any other capacity and receiving
compensation appropriate to the value of such services rendered.
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ARTICLE III.
COMMITTEES OF DIRECTORS.
3.1. Establishment. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate from time to time one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
3.2. Available Powers. Any such committee, to the extent provided in the
resolution of the Board of Directors establishing such committee and as limited
by law, the Certificate of Incorporation and these Bylaws, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it.
Without limiting the generality of the foregoing, a committee of the Board of
Directors may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of the State of
Delaware, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series.
3.3. Unavailable Powers. No committee of the Board of Directors shall have
the power or authority to amend the Certificate of Incorporation (except in
connection with the issuance of shares of stock as provided in the previous
section); adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets; recommend to the stockholders a dissolution
of the Corporation or a revocation of such a dissolution; amend the Bylaws of
the Corporation; and, unless the resolution establishing such committee or the
Certificate of Incorporation expressly so provides, declare a dividend,
authorize the issuance of stock or adopt a certificate of ownership and merger.
3.4. Conduct of Business. Unless the Board of Directors provides otherwise,
each committee designated by the Board of Directors may make, alter and repeal
rules for the conduct of its business. In
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the absence of such rules, each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article II of
these Bylaws.
IV.
OFFICERS.
4.1. Executive Officers; Term of Office. The Board of Directors shall elect
a President, Secretary and Treasurer. The Board of Directors may elect one or
more Vice Presidents (with such descriptive title, if any, as the Board of
Directors shall deem appropriate), one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as the Board of Directors may
determine. Vice Presidents, Assistant Secretaries and Assistant Treasurers may
also be appointed by the President as provided in Section 4.2.1. Each officer
shall hold office until his successor is elected and qualified or until his
earlier death, resignation or removal in the manner provided in these Bylaws.
Any number of offices may be held by the same person. The Board of Directors may
require any officer to give bond or other security for the faithful performance
of his duties, in such amount and with such sureties as the Board of Directors
may determine.
4.2. Powers and Duties. The officers of the Corporation shall have such
powers and duties in the management of the Corporation as may be provided by
applicable laws, the Certificate of Incorporation and these Bylaws, and as may
be prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain and are incident to their respective offices, subject to the
control of the Board of Directors. Without limiting the generality of the
foregoing, the following officers shall have the respective duties and powers
enumerated below:
4.2.1. President. The President shall be the chief executive officer
of the Corporation. He shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive. The President may sign and execute, in the name of the Corporation,
stock certificates, deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except when signing and execution thereof
shall be expressly and exclusively delegated by the Board of Directors or the
Bylaws to some other person, or shall be required by law to be signed otherwise.
The President shall also have the power to appoint Vice Presidents, Assistant
Secretaries and Assistant Treasurers as he deems necessary from time to time.
The President may remove such appointed officers at any time for or without
cause. The President shall have general supervision and direction of all other
officers, employees and agents of the Corporation.
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4.2.2. Vice Presidents. The Vice President, or if there be more than
one, the Vice Presidents in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election or
appointment) shall, in the absence of the President or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
President and shall perform such other duties and have such other powers as the
President or the Board of Directors may from time to time prescribe. The Vice
President may sign certificates evidencing shares of stock of the Corporation.
4.2.3. Secretary. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of stockholders and the Board of
Directors. He may sign certificates evidencing shares of stock of the
Corporation. He shall have custody of the corporate seal and shall have
authority to affix the seal to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of an Assistant
Secretary. The Secretary shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent is properly accountable.
4.2.4. Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Corporation. He shall have the custody of the corporate
funds and securities, and shall disburse the funds of the Corporation as are
authorized. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and, when requested by the
President or Board of Directors, shall render from time to time an accounting of
all such transactions and of the financial condition of the Corporation. The
Treasurer may sign certificates evidencing shares of stock of the Corporation.
4.2.5. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the Secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties and have such other powers
as the President, Secretary or Board of Directors may from time to time
prescribe.
4.2.6. Assistant Treasurer. The Assistant Treasurer, or if there be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties and have such other powers
as the President, Treasurer or Board of Directors may from time to time
prescribe.
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4.3. Resignations and Removal. Any officer may resign at any time by giving
written notice to the Board of Directors or, if the President is not resigning,
to the President of the Corporation. Such resignation shall take effect at the
time therein specified, or if no time is specified, upon receipt. Unless
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective. All officers serve at the pleasure of the Board of
Directors; any elected or appointed officer may be removed at any time for or
without cause by the Board of Directors. Officers appointed by the President may
also be removed at any time for or without cause by the President.
4.4. Vacancies. Any vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
term in the manner prescribed in these Bylaws for the regular election or
appointment to such office.
4.5. Compensation. Salaries or other compensation of officers shall be set
from time to time by the Board of Directors. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
ARTICLE V.
STOCK AND DIVIDENDS.
5.1. Certificates. The shares of capital stock of the Corporation shall be
represented by certificates in such form as shall be approved by the Board of
Directors and consistent with the provisions of Section 158 of the General
Corporation Law of the State of Delaware. Unless and to the extent the Board of
Directors by resolution provides that any or all classes or series of stock
shall be uncertificated, every holder of the capital stock of the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Any of or all
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
5.2. Multiple Classes of Stock. If the Corporation issues more than one
class of stock or more than one series of any class, a statement of the powers,
designations, preferences and rights of each class or series of stock and the
qualifications, limitations or
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restrictions thereof shall (unless the Board of Directors provides that such
class or series of stock shall be uncertificated) be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock; provided that, to the extent
allowed by law, in lieu of such statement, the face or back of such certificate
may state that the Corporation will furnish a copy of such statement without
charge to each requesting stockholder.
5.3. Payment for Shares. The capital stock so issued shall be considered to
be fully paid and nonassessable if: (1) the entire amount of such consideration
has been received by the Corporation in the form of cash, services rendered,
personal property, real property, leases of real property, or a combination
thereof; or (2) not less than the amount of the consideration determined to be
capital by the Board of Directors has been received by the Corporation in such
form and the Corporation has received a binding obligation of the purchaser of
the capital stock, in the form of a promissory note fully secured by collateral,
to pay the balance of the purchase price. In the absence of fraud in the
transaction, the judgment of the Board of Directors as to the value of
consideration received shall be conclusive.
5.4. Transfer of Stock. Shares of stock shall be transferable only on the
books of the Corporation by the holder thereof in person or by his duly
authorized legal representative. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate or certificates representing
shares, duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, and of the payment by the transferor of
all taxes applicable to the transfer of such shares, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
or certificates to the person entitled thereto, cancel the old certificate or
certificates and record the transaction upon the corporate books. Provided,
however, that the Corporation shall not be so obligated unless such transfer was
made in compliance with applicable federal and state securities laws and with
any restrictions on transfer contained in the Certificate of Incorporation,
these Bylaws or any agreement which has been filed with the Secretary of the
Corporation.
5.5. Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board of
Directors.
5.6. Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any certificate previously issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any certificate or the issuance of such new certificate.
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5.7. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
5.8. Dividends, Surplus, Reserves. Subject to the Certificate of
Incorporation and applicable law, the Board of Directors may, in its absolute
discretion:
5.8.1. Declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or times as
the Board of Directors deems advisable.
5.8.2. Use and apply any of the surplus of the Corporation in
purchasing or acquiring any shares of capital stock of the Corporation, or
purchase warrants therefor, in accordance with law, or any of its bonds,
debentures, notes, script or other securities or evidences of indebtedness.
5.8.3. Set aside from time to time out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors thinks proper
as a reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall determine to be in the best interests of
the Corporation; and the Board may modify or abolish any such reserve in the
manner in which it was created.
5.9. Additional Regulations. The issue, transfer, conversion and
registration of shares of stock shall be governed by such other rules and
regulations as the Board of Directors may establish from time to time.
ARTICLE VI.
MISCELLANEOUS.
6.1. Offices. The Corporation may have, in addition to its registered
office in the State of Delaware, offices and places of business at such places,
both within and without the State of Delaware, as the Board of Directors may
from time to time determine or as the business and affairs of the Corporation
may require.
6.2. Place of Meetings. All stockholders, directors and committee meetings
shall be held at such place or places, within or without the State of Delaware,
as shall be designated from time to time
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by the Board of Directors or such committee and stated in the notices thereof.
If no such place is so designated, such meetings shall be held at the principal
business office of the Corporation.
6.3. Fixing Record Dates. 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, to express consent to corporate action in writing
without a meeting, to receive payment of any dividend or other distribution or
allotment of any rights, to exercise any rights in respect of any change,
conversion or exchange of stock or to effect any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days prior to any such action. In the absence
of any action by the Board of Directors, the record date shall be at the close
of business on the day preceding (i) the date on which a notice of meeting or
request for consent is given, or (ii) the date the Board of Directors adopts the
resolution declaring a dividend or other distribution or allotment or approving
any change, conversion or exchange, as the case may be, shall be the record
date. A record date validly fixed for any meeting of stockholders shall be valid
for any adjournment of said meeting and shall, at the Board of Directors
election, be valid for any reconventions and readjournments of the meeting made
no later than ninety (90) days after such record date.
6.4. Means of Giving Notice. Unless otherwise required by these Bylaws,
whenever any notice is required to be given under law, the Certificate of
Incorporation or these Bylaws, such notice may be given in writing and delivered
personally, through the United States mail, by a recognized express delivery
service (such as Federal Express) or by means of telegram, telex or facsimile
transmission, addressed to such director or stockholder at his address or telex
or facsimile transmission number, as the case may be. All notices shall be
deemed to be given at the time when the same shall be deposited in the mail or
with an express delivery service or when transmitted, as the case may be,
addressed or directed to the proper destination as it appears on the records of
the Corporation, with postage and fees thereon prepaid. An affidavit of the
Secretary or Assistant Secretary or of the transfer agent of the Corporation
that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.
6.5. Waiver of Notice. Whenever any notice is required to be given under
law, the Certificate of Incorporation or these Bylaws, a written waiver of such
notice, sighed before or after the date of the noticed meeting or action by the
person or persons entitled to said notice, shall be deemed equivalent to such
required notice. Neither the business nor the purpose of any meeting need be
specified in such a waiver unless otherwise required. All waivers shall be filed
with the corporate records. Attendance at a meeting shall constitute a waiver of
notice of such meeting, except where a person attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
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6.6. Contracts and Negotiable Instruments. Except as otherwise provided by
law or these Bylaws, any contract or other instrument relative to the business
of the Corporation may be executed and delivered in the name of the Corporation
and on its behalf by the Chairman of the Board or the President; and the Board
of Directors may authorize any other officer or agent of the Corporation to
enter into any contract or execute and deliver any contract in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may by resolution determine. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of Directors.
Unless authorized so to do by these Bylaws or by the Board of Directors, no
officer, employee or agent shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit, or to render
it liable pecuniarily for any purpose or to any amount.
6.7. Facsimile Signatures. In addition to the provisions for 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.
6.8. Fiscal Year. The fiscal year of the Corporation shall be determined,
and may be changed, by resolution of the Board of Directors.
6.9. Seal. The seal of the Corporation, if any, shall be in such form as
shall from time to time be adopted by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.
6.10. Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
stockholders, Board of Directors and committees and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
6.11. Reliance Upon Books and Records. Each director, each member of any
committee of 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 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.
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6.12. Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, micrographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect such records.
6.13. Inspection of Books and Records. Except as otherwise provided by law,
the Certificate of Incorporation, or these Bylaws, the Board of Directors shall
determine from time to time whether, and, if allowed, when and under what
conditions and regulations, the accounts, books, minutes and other records of
the Corporation, or any of them, shall be open to inspection by any persons.
6.14. Indemnification. The Corporation shall have the power and obligation
to indemnify any person who was or is a director, officer, employee or agent 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, to the extent set forth in the Certificate of
Incorporation.
6.15. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any 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.
6.16. Surety Bonds. Such officers and agents of the Corporation as the
President or the Board of Directors may direct from time to time shall be bonded
for the faithful performance of their duties and for the restoration to the
Corporation, in case of their death, resignation, retirement, disqualification
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Corporation, in such amounts and by such surety companies as the President or
the Board of Directors may determine. The premiums on such bonds shall be paid
by the Corporation, and the bonds so furnished shall be in the custody of the
Secretary.
6.17. Interested Directors, Officers and Stockholders.
6.17.1. Validity. Any contract or other transaction between the
Corporation and any of its directors, officers or stockholders (or any
corporation or firm in which any of them are directly or indirectly interested)
shall be valid for all purposes notwithstanding the presence of such director,
officer or stockholder
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at the meeting authorizing such contract or transaction, or his participation or
vote in such meeting or authorization.
6.17.2. Disclosure, Approval. The foregoing shall apply, however, only
if the material facts of the relationship or the interest of each such director,
officer or stockholder is known or disclosed to:
(1) the Board of Directors and it nevertheless authorizes or
ratifies the contract or transaction by a majority of the directors
present, each such interested director to be counted in determining whether
a quorum is present, but not in calculating the majority necessary to carry
the vote; or
(2) the stockholders and they nevertheless authorize or ratify
the contract or transaction (determined by a majority of the votes cast).
6.17.3. Non-Exclusive. This provision shall not be construed to
invalidate any contract or transaction which would be valid in the absence of
this provision.
6.18. Voting of Securities of Other Corporations. The Chairman of the
Board, the President, any Vice President or the Secretary may from time to time
appoint an attorney or attorneys or an agent or agents for the Corporation to
exercise, in the name and on behalf of the Corporation, the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation to vote or consent in respect of such stock or other
securities, and the Chairman of the Board, the President, any Vice President or
the Secretary may instruct the person or persons so appointed as to the manner
of exercising such powers and rights; and the Chairman of the Board, the
President, any Vice President or the Secretary may execute or cause to be
executed, in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in order that the Corporation may exercise such powers and
rights.
6.19. Amendments. These Bylaws may be altered, amended, repealed or
replaced by the stockholders or the Board of Directors. The fact that the Board
of Directors has such power shall not operate to divest or limit the
stockholders of the power to alter, amend, repeal or replace the Bylaws.
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CERTIFICATE
I, JUDITH L. REITZER, the undersigned Secretary of T.C. MANAGEMENT, INC., a
Delaware corporation, do hereby certify that the foregoing is a true and correct
copy of the Bylaws of said Corporation as duly approved at the organizational
meeting of the Corporation.
WITNESS my hand and the seal of the Corporation effective the 27th day of
October, 1993.
/s/ Judith L. Reitzer
---------------------------
JUDITH L.REITZER, Secretary
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