EX-3.50 31 dex350.htm BY-LAWS OF HL CAPITAL CORP. By-Laws of HL Capital Corp.

Exhibit 3.50

AMENDED

BYLAWS

OF

HL Capital Corp.

a California Corporation

BYLAWS OF

HL Capital Corp.

 

          PAGE

ARTICLE I.

    OFFICES    1

        SECTION 1.01.

    PRINCIPAL EXECUTIVE OFFICE    1

        SECTION 1.02.

    OTHER OFFICES    1

ARTICLE II.

    SHAREHOLDERS    1

        SECTION 2.01.

    PLACE OF MEETINGS    1

        SECTION 2.02.

    ANNUAL MEETINGS    1

        SECTION 2.03.

    SPECIAL MEETINGS    2

        SECTION 2.04.

    NOTICE OF ANNUAL OR SPECIAL SHAREHOLDERS' MEETING    2

        SECTION 2.05.

    QUORUM    3

        SECTION 2.06.

    ADJOURNED MEETING AND NOTICE THEREOF    3

        SECTION 2.07.

    VOTING    3

        SECTION 2.08.

    RECORD DATE    6

        SECTION 2.09.

    CONSENT OR WAIVER BY ABSENT SHAREHOLDERS    7

        SECTION 2.10.

    ACTION WITHOUT MEETING    7

        SECTION 2.11.

    PROXIES    8

        SECTION 2.12.

    INSPECTORS OF ELECTION    8

ARTICLE III.

    DIRECTORS    9

        SECTION 3.01.

    POWERS    9

        SECTION 3.02.

    NUMBER AND QUALIFICATION OF DIRECTORS    10

        SECTION 3.03.

    ELECTION AND TERM OF OFFICE    10

        SECTION 3.04.

    REMOVAL OF DIRECTORS    10

        SECTION 3.05.

    VACANCIES    10

        SECTION 3.06.

    PLACE OF MEETING    11

        SECTION 3.07.

    REGULAR MEETINGS    11

        SECTION 3.08.

    SPECIAL MEETINGS    11

        SECTION 3.09.

    QUORUM    12

        SECTION 3.10.

    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE    12

        SECTION 3.11.

    WAIVER OF NOTICE    13

        SECTION 3.12.

    ADJOURNMENT    13

        SECTION 3.13.

    FEES AND COMPENSATION    13

        SECTION 3.14.

    ACTION WITHOUT MEETING    13

        SECTION 3.15.

    RIGHTS OF INSPECTION    13

        SECTION 3.16.

    COMMITTEES    14

ARTICLE IV.

    OFFICERS    15

        SECTION 4.01.

    OFFICERS    15

        SECTION 4.02.

    ELECTION    15

        SECTION 4.03.

    SUBORDINATE OFFICERS    15

        SECTION 4.04.

    REMOVAL AND RESIGNATION    15

        SECTION 4.05.

    VACANCIES    16

        SECTION 4.06.

    CHAIRMAN OF THE BOARD    16

        SECTION 4.07.

    PRESIDENT    16

        SECTION 4.08.

    VICE PRESIDENT    16

        SECTION 4.09.

    SECRETARY    16

        SECTION 4.10.

    CHIEF FINANCIAL OFFICER    17

ARTICLE V.

    OTHER PROVISIONS    17

        SECTION 5.01.

    INSPECTION OF CORPORATE RECORDS    17

        SECTION 5.02.

    INSPECTION OF BYLAWS    18

        SECTION 5.03.

    ENDORSEMENT OF DOCUMENTS; CONTRACTS    19

        SECTION 5.04.

    CERTIFICATES OF STOCK    19

        SECTION 5.05.

    REPRESENTATION OF SHARES OF OTHER CORPORATIONS    20

        SECTION 5.06.

    STOCK PURCHASE PLANS    20

        SECTION 5.07.

    ANNUAL REPORT TO SHAREHOLDERS    21

        SECTION 5.08.

    CONSTRUCTION AND DEFINITIONS    21

ARTICLE VI.

    INDEMNIFICATION    21

        SECTION 6.01.

    INDEMNIFICATION OF AGENT    21

        SECTION 6.02.

    LAWSUITS OTHER THAN BY THE CORPORATION    21

        SECTION 6.03.

    LAWSUITS BY OR ON BEHALF OF THE CORPORATION    22

        SECTION 6.04.

    SUCCESSFUL DEFENSE BY AGENT    22

        SECTION 6.05.

    APPROVAL; WHEN REQUIRED    22

        SECTION 6.06.

    ADVANCING EXPENSES    23

        SECTION 6.07.

    OTHER CONTRACTUAL RIGHTS    23

        SECTION 6.08.

    LIMITATIONS    23

        SECTION 6.09.

    INSURANCE    23

        SECTION 6.10.

    FIDUCIARIES OF EMPLOYEE BENEFIT PLAN    24

ARTICLE VII.

    EMERGENCY BYLAWS    24

        SECTION 7.01.

    CONDUCT OF BUSINESS DURING EMERGENCIES    24

ARTICLE VIII.

    FISCAL YEAR    25

ARTICLE IX.

    AMENDMENTS    25

BYLAWS

OF

HL CAPITAL CORP.,

a California Corporation

ARTICLE I. OFFICES

SECTION 1.01. Principal Executive Office. The principal executive office and mailing address of the corporation is fixed and located at 1 Zurn Place, Erie, PA 16514-2000. The Board of Directors (herein called the “Board”) is granted full power and authority to change the principal executive office from one location to another. Any such change shall be noted on the Bylaws opposite this section, or this section may be amended to state the new location.

SECTION 1.02. Other Offices. Branch or subordinate offices may at any time be established by the Board at any place or places.

ARTICLE II. SHAREHOLDERS

SECTION 2.01. Place of Meetings. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of California which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary.

SECTION 2.02. Annual Meetings. The annual meetings of shareholders shall be held on March 11 in California at 10:00 am local time, or such other date or time as may be fixed by the Board. However, if this day falls on a legal holiday observed by the corporation at its principal executive office, then the annual meeting of shareholders shall be held at the same time and place on the next succeeding full business day. At such meetings directors shall be elected and any other proper business may be transacted.

SECTION 2.03. Special Meetings. Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the president, or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting. Upon request in writing directed to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the Board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

SECTION 2.04. Notice of Annual or Special Shareholders’ Meeting.

(A) Written notice of each annual or special meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the share holders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the Board for election.

(B) Notice of a shareholders’ meeting shall be given either personally or by first-class mail, or, if the corporation’s outstanding shares are held of record by five hundred (500) or more persons (determined as provided in section 605 of the California General Corporation Law) on the record date for the shareholders’ meeting, notice may be sent third-class mail, or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper

 

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of general circulation in the county in which the principal executive office is located. The notice shall be deemed to have been given at the time when delivered personally, or when a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means, to the recipient.

SECTION 2.05. Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

SECTION 2.06. Adjourned Meeting and Notice Thereof.

(A) Any shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum (except as provided in Section 2.05) no other business may be transacted at such meeting.

(B) It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, that when any shareholders’ meeting is adjourned for more than forty-five (45) days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 2.07. Voting.

(A) The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only those persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 2.08.

 

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(B) Voting shall in all cases be subject to the provisions of Chapter 7 of the California General Corporation Law and to the following provisions:

(1) Subject to Section 2.07(B)(7), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder’s name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee’s name.

(2) Shares standing in the name of a receiver may be voted by such receiver; and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority to do so is contained in the order of the court by which such receiver was appointed.

(3) Subject to the provisions of section 705 of the California General Corporation Law and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(4) Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor’s property has been appointed and written notice of such appointment has been given to the corporation.

(5) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the board of directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice president of such other corporation, or by any other person authorized to do so by the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed

 

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to be voted or the proxy executed in accordance with the provisions of this subdivision, unless the contrary is shown.

(6) Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter.

(7) Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares.

(8) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two (2) or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a) If only one votes, such act binds all;

(b) If more than one votes, the act of the majority so voting binds all;

(c) If more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately.

If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest.

(C) Subject to the following sentence and to the provisions of section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number

 

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of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate’s or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting, prior to the voting, of the shareholder’s intention to cumulate the shareholder’s votes. It any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

(D) Elections for directors need not be by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at the meeting and before the voting begins.

(E) In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected; votes against the director and votes withheld shall have no legal effect.

SECTION 2.08. Record Date.

(A) The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days.

 

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(B) If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in Sections 2.08 or 2.10 shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

SECTION 2.09. Consent or Waiver by Absent Shareholders.

The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, except as provided in section 60l(f) of the California General Corporation Law.

SECTION 2.10. Action Without Meeting. Subject to section 603 of the California General Corporation Law, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by all of the holders of outstanding shares of the corporation. Any corporate action may be approved by shareholders without a meeting by less than unanimous written consent only as provided in section 603 of the California General Corporation Law. Unless a record date for voting purpose is fixed as provided in Section 2.08, the record date for determining shareholders entitled to give consent pursuant to this Section 2.10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

 

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SECTION 2.11. Proxies. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary. Any proxy duly executed continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked; a subsequent proxy executed by the person executing the prior proxy and presented to the meeting; or by attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.

SECTION 2.12. Inspectors of Election.

(A) In advance of any meeting of shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder’s proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present in person or by proxy shall determine whether one or three inspectors are to be appointed.

(B) The duties of such inspectors shall be as prescribed and governed by sections 707(b) and 707(c) of the California General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; determining the shares represented at the meeting; the existence of a quorum and the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

 

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ARTICLE III. DIRECTORS

SECTION 3.01. Powers. Subject to limitations of the Articles of Incorporation, of these Bylaws, and of the California General Corporation Law relating to actions required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

(A) To select and remove all of the officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, the Articles of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service;

(B) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, the Articles of Incorporation, or these Bylaws, as they may deem best;

(C) To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best;

(D) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful;

(E) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.

 

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SECTION 3.02. Number and Qualification of Directors.

The authorized number of directors shall be three (3) until changed by amendment of Articles of Incorporation or by these Bylaws; provided, however, that (i) before shares are issued, the minimum number shall be one (1), (ii) if a corporation has only one (1) shareholder, the minimum number shall be one (1), and (iii) if a corporation has only two (2) shareholders the minimum number shall be two (2).

Directors need not be shareholders.

SECTION 3.03. Election and Term of Office. The directors shall be elected at each annual meeting of shareholders but if any annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.

SECTION 3.04. Removal of Directors. The entire Board of Directors or any individual director may be removed from office as provided by law.

SECTION 3.05. Vacancies.

(A) Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

 

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(B) Vacancies on the Board, including those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, whether or not less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director’s successor has been elected and qualified.

(C) A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

(D) The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or who has been convicted of a felony.

(E) The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote.

(F) No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.

SECTION 3.06. Place of Meeting. Regular or special meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.

SECTION 3.07. Regular Meetings. The Board shall hold a regular meeting immediately following each annual meeting of shareholders for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.

SECTION 3.08. Special Meetings.

(A) Special meetings of the Board for any purpose

 

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or purposes may be called at any time by the Chairman of the Board, the President, the Secretary or by any two (2) directors; provided, however, that any one (1) director may call a meeting of the Board if the number of directors authorized pursuant to Section 3.02 is three (3) or less.

(B) Special meetings of the Board shall be held upon four (4) days written notice or forty-eight (48) hours’ notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director’s address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. A notice, or waiver of notice, need not specify the purpose of any special meeting of the Board.

(C) Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

SECTION 3.09. Quorum. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

SECTION 3.10. Participation in Meetings by Conference Telephone.

Members of the Board may participate in a meeting through use of conference telephone or similar communications

 

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equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 3.09 constitutes presence in person at such meeting.

SECTION 3.11. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 3.12. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Except as provided in the preceding sentence, notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned.

SECTION 3.13. Fees and Compensation. Directors and members of committees may receive such compensation for their services and reimbursement for expenses, if any, as may be fixed or determined by the Board.

SECTION 3.14. Action without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

SECTION 3.15. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

 

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SECTION 3.16. Committees.

(A) If the Board consists of more than two (2) directors, the Board may appoint one or more committees, each consisting of two (2) or more directors, and delegate to such committees any of the authority of the Board, except with respect to:

(1) The approval of any action for which the California General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;

(2) The filling of vacancies on the Board or on any committee;

(3) The fixing of compensation of the directors for serving on the Board or on any committee;

(4) The amendment or repeal of Bylaws or the adoption of new Bylaws;

(5) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(6) A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board;

(7) The appointment of other committees of the Board or the members thereof.

(B) Any Board committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

 

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ARTICLE IV. OFFICERS

SECTION 4.01. Officers. The officers of the corporation shall be Chief Executive Officer, President, Vice President, Secretary, and Chief Financial Officer. The corporation may also have, at the discretion of the Board, a chairman of the board, a treasurer, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 4.03. Any number of offices may be held by the same person.

SECTION 4.02. Election. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Sections 4.03 or 4.05, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

SECTION 4.03. Subordinate Officers. The Board may elect, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

SECTION 4.04. Removal and Resignation.

(A) Any officer may be removed, either with or without cause, by the Board of Directors at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

(B) Any officer may resign at any time by giving written notice to the corporation; provided, however, that any such resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect on the date such notice is received by the corporation or at any later time specified therein. Unless otherwise specified therein, such resignation shall be effective without acceptance thereof.

 

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SECTION 4.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

SECTION 4.06. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board.

SECTION 4.07. President. Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The president shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.

SECTION 4.08. Vice President. In the absence or disability of the President, the vice presidents in order of their rank as fixed by the Board or, if not ranked, the vice President designated by the Board, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice presidents shall have such other powers and perform such other duties as may, from time to time, be prescribed for them respectively by the Board.

SECTION 4.09. Secretary.

(A) The secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special an, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with section 213 of the California General Corporation Law.

 

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(B) The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

(C) The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

SECTION 4.10. Chief Financial Officer.

(A) The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

(B) The Chief Financial Officer shall cause all moneys and other valuables to be deposited in the name and to the credit of the corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V. OTHER PROVISIONS

SECTION 5.01. Inspection of Corporate Records.

(A) Any shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of such voting shares and have filed a schedule 14B with the United States Securities and Exchange

 

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Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(1) Inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five (5) business days’ prior written demand upon the corporation; or

(2) Obtain from the transfer agent for the corporation, if any, upon five (5) business days’ prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.

(B) The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate.

(C) The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the Board shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as a holder of such voting trust certificate.

(D) Any inspection and copying under this Article V may be made in person or by agent or attorney.

SECTION 5.02. Inspection of Bylaws. The corporation shall keep in its principal executive office the original or a copy of these Bylaws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in such state, it shall, upon the written notice of any shareholder, furnish to such shareholder a copy of these Bylaws as amended to date.

 

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SECTION 5.03. Endorsement of Documents; Contracts.

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between this corporation and any other person, when signed by the Chairman of the Board, the president or any Vice President, and the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee 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 for any purpose or amount.

SECTION 5.04. Certificates of Stock.

(A) Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the Chairman of the Board, the President or a vice president and by the Chief Financial Officer or the Treasurer or an Assistant Treasurer or the Secretary or an Assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If 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 such person were an officer, transfer agent, or registrar at the date of issue.

(B) Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated.

(C) Except as provided in this Section 5.04, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and cancelled at the

 

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same time. The Board may, however, authorize the issuance of a new certificate in lieu of any certificate for shares which is alleged to have been lost, stolen, or destroyed, and the corporation may require that it be given a bond or other adequate security sufficient to indemnify the corporation against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

SECTION 5.05. Representation of shares of Other Corporations.

The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

SECTION 5.06. Stock Purchase Plans.

(A) The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf, and for the payment for such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise.

(B) Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the reservation of title until full payment therefor, the effect of the termination of employment, an option or obligation on the part of the corporation to repurchase the shares upon termination of employment, subject to the provisions of Chapter 5 of the California General Corporation Law, restrictions upon transfer of the shares, the time limits of the termination of the plan, and any other matters, not in

 

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violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board.

SECTION 5.07. Annual Report to Shareholders. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders.

SECTION 5.08. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Corporations Code and in the California General Corporation Law shall govern the construction of these Bylaws.

ARTICLE VI. INDEMNIFICATION

SECTION 6.01. Indemnification of Agent. For the purposes of this section, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation or its predecessor, and any person who is or was serving as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of this corporation or its predecessor; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” include but are not limited to attorneys’ fees and any expenses of establishing a right of indemnification under this section.

SECTION 6.02. Lawsuits Other Than by the Corporation. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, if the agent acted in good faith and in a manner the agent reasonably believed to be in the best interests of this corporation. If there are criminal charges, the agent must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the agent did not act in good faith and in a manner that the agent reasonably believed to be in the best interests of this corporation, or that the agent had reasonable cause to believe that his or her conduct was unlawful.

 

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SECTION 6.03. Lawsuits by or on Behalf of the Corporation. This corporation shall indemnify any person who was, is, or is threatened to be made a party by reason of the fact that that person is or was an agent of this corporation, to any threatened, pending, or completed legal action by or in the right of this corporation to procure a judgment in its favor, against expenses actually and reasonably incurred by the agent in connection with the defense or settlement of that action, if the agent acted in good faith, in a manner the agent believed to be in the best interests of this corporation and its shareholders. However, the corporation shall not indemnify:

(A) Any amount paid with respect to a claim, issue, or matter for which the agent has been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper;

(B) Any amount paid in settling or otherwise disposing of a pending lawsuit without court approval;

(C) Any expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

SECTION 6.04. Successful Defense by Agent. To the extent an agent has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice or the settlement of an action without admission of liability, in defense of any proceeding or in defense of any claim, issue or matter therein, or on appeal from any such proceeding, the corporation shall indemnify the agent for expenses incurred in connection therewith.

SECTION 6.05. Approval; When Required. Unless indemnification is mandatory because of the agent’s successful defense on the merits, indemnification can be made only as to a specific case, upon determination that indemnification is proper in the circumstances because the agent has met the applicable standard of conduct, and must be authorized by one of the following: (1) a majority vote of the board with a quorum consisting of directors who are not parties to the proceeding; (2) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; (3) the affirmative vote of a majority of the outstanding shares entitled to vote and present or represented at a duly held meeting at which a quorum is present or by the written consent

 

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of a majority of the outstanding shares entitled to vote (without counting shares owned by the person seeking indemnification as either outstanding or entitled to vote); or (4) the court in which the proceeding is or was pending, upon application by the corporation, the agent, the agent’s attorney, or other person rendering services in connection with the defense, regardless of whether the corporation opposes the application.

SECTION 6.06. Advancing Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding, on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance, unless it should be determined ultimately that the agent is entitled to be indemnified as authorized in this section.

SECTION 6.07. Other Contractual Rights. Nothing contained in this Article shall be deemed exclusive of any other rights to which an agent seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the Articles of the corporation. The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. Nothing contained in this section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

SECTION 6.08. Limitations. No indemnification or advance shall be made under this section (except where indemnification is required because of the agent’s successful defense on the merits or because of shareholder approval) if it would be inconsistent with (i) a provision of the Articles of Incorporation or bylaws, a resolution of the directors or shareholders, or an agreement, in effect at the time the alleged cause of action accrued which prohibits or limits indemnification, or (ii) a condition expressly imposed by a court in approving a settlement.

SECTION 6.09. Insurance. If the board of directors so decides, the corporation may purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against that liability. The fact that a corporation owns all or a portion of the shares of the company issuing a policy of insurance shall not render this section inapplicable if either

 

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of the following conditions are satisfied: (i) if authorized in the Articles of the corporation, any policy issued is limited to the extent provided by subdivision (d) of Section 204 of the California Corporations Code; or (ii) (A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction of organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.

SECTION 6.10. Fiduciaries of Employee Benefit Plan. The requirements and limitations imposed by this section do not apply to any proceeding against any trustee, investment manager, or other fiduciary of any employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation. The corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of, any such trustee, investment manager, or other fiduciary of any benefit plan for any of the corporation’s directors, officers, or employees or those of any of its subsidiary or affiliated corporations. Furthermore, this section shall not limit any right to indemnification that such a trustee, investment manager, or other fiduciary may have as a contract right enforceable by law.

ARTICLE VII. EMERGENCY BYLAWS

SECTION 7.01. Conduct of Business During Emergencies.

(A) During any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its Board or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board or of the executive committee, if any, cannot readily be convened for action, a meeting of the Board or of said committee may be called by any officer or director. Such notice may be given only to such of the directors or members of the committee, as the case may be, as it may be feasible to reach at the time and by such means as may be feasible at the time.

 

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(B) The director or directors in attendance at the meeting of the Board, and the member or members of the executive committee, if any, in attendance at the meeting of the committee shall constitute a quorum. If none are in attendance at the meeting, the officers or other persons designated on a list approved by the Board before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board or of the executive committee, be deemed directors or members of the committee, as the case may be, for such meeting.

(C) The Board, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

The Board, either before or during any such emergency, may, effective in the emergency, change the principal executive office or designate several alternative offices or authorize the officers to do so.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of April and end on the last day of March of each calendar year.

ARTICLE IX. AMENDMENTS

These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that a Bylaw changing the authorized number of directors may only be adopted by approval of the outstanding shares.

 

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BYLAWS AMENDMENT

HL CAPITAL CORP.

DATE: MARCH 11, 1995

Article II. Section 2.02:

The annual meeting of the stockholders for the election of Directors, and the transaction of such other business as may properly come before the meeting, shall be held on the first Friday of August in each year.