EX-3.42 42 k78112exv3w42.txt BY-LAWS OF HAYES INTERNATIONAL TEXAS, INC. EXHIBIT 3.42 BYLAWS OF CMI - TEXAS, INC. ARTICLE I OFFICES 1.01 The principal office of the Corporation in the State of Texas shall be located in the City of El Paso, County of El Paso, Texas. The Corporation shall have such other offices, either within or without the State of Texas, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II SHAREHOLDERS MEETINGS PLACE OF MEETINGS 2.01. All meetings of the Shareholders shall be held at the principal office of the Corporation or any other place within or without the state as may be designated for that purpose from time to time by the Board of Directors. TIME OF ANNUAL MEETING 2.02. All annual meetings of the Stockholders shall be held each year at 9:00 a.m. on the third Wednesday following the end of the Corporation's fiscal year. If this day falls on a legal holiday, the annual meeting shall be held at the same time on the next following business day thereafter. NOTICE OF MEETINGS 2.03. Notices of meetings stating the place, day and hour of the meeting and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in writing to each Shareholder entitled to vote at the meeting at least ten (10) but not more than fifty (50) days before the date of the meeting, either personally or by mail or other means of written communication, addressed to the stockholder at his address appearing on the books or given notice by him to the Corporation for the purpose of such notice. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. 2.04. Special meetings of the Stockholders, for any purpose or purposes, may be called at any time by the President or the Board of Directors, or by any one or more Directors and shall be called by the Chairman of the Board of Directors at the request of the holders of not less than ten percent (10%) of all the outstanding shares of the Corporation entitled to vote at the meeting. -2- QUORUM 2.05. A majority of the voting shares constitutes a quorum for the transaction of business. Business may be continued after withdrawal of enough Shareholders to leave less than a quorum. VOTING LISTS 2.06. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the Shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting for the purposes thereof. VOTING 2.07. Only persons in whose names shares appear on the share records of the Corporation on the date on which notice of the meeting is mailed shall be entitled to vote at such meeting unless some other day is fixed by the Board of Directors for the determination of Shareholders of record. Voting for the election of Directors shall be by voice unless any Shareholder demands a ballot vote before the voting begins. -3- PROXY 2.08. Every person entitled to vote or execute consents may do so either in person or by written proxy executed in writing by the Shareholder or his duly authorized attorney-in-fact. CONSENT OF ABSENTEES 2.09. No defect in the calling or noticing of a Shareholders' meeting will affect the validity of any action at the meeting if a quorum was present and if each Shareholder not present in person or by proxy signs a written waiver of notice, consent to the holding of a meeting, or approval of the minutes, either before or after the meeting, and such waivers, consents, or approvals are filed with the corporate records or made a part of the minutes of the meeting. ACTION WITHOUT MEETING 2.10. Action may be taken by the Shareholders without a meeting if each Shareholder entitled to vote signs a written consent of action, and such consents are filed with the Secretary of the Corporation. SHAREHOLDERS' DEADLOCK 2.11. If the Shareholders are so divided that the votes necessary for action by the Shareholders cannot be obtained with the consequence that the business and affairs of the Corporation -4- can no longer be conducted to the advantage of the Shareholders generally, a provisional Shareholder or Shareholders shall be appointed to act only on the deadlocked issue as follows: If the deadlocked Shareholders can agree on the selection and appointment of an impartial person who is neither an employee nor a creditor of the Corporation, such provisional Shareholder shall be appointed and shall have all the rights and powers of a Shareholder who owns one share of common stock of the Corporation, including the right to notice and to vote at meetings of Shareholders. If the Shareholders cannot agree upon a single provisional Shareholder, one provisional Shareholder shall be selected by each side of the deadlocked shareholders, and a third provisional Shareholder shall be selected by the first two provisional Shareholders chosen. All three provisional Shareholders shall have all the rights and powers of a Shareholder who owns one share of common stock of the Corporation. The decision of the majority of the Shareholders (including the provisional Shareholder or Shareholders, as the case may be) shall be binding on the nonprovisional Shareholders who were deadlocked. The compensation of the provisional Shareholder(s) is to be agreed to in advance, prior to assuming the position(s) of provisional Shareholder(s), by the provisional Shareholder(s) and the deadlocked Shareholders. -5- ARTICLE THREE DIRECTORS POWERS 3.01. The Directors shall act only as a board. All corporate powers of the Corporation shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by law, the Articles of Incorporation or these Bylaws, as to actions to be authorized or approved by the Shareholders. The Board of Directors may, by contract or otherwise, given general, or limited, or special power and authority to the officers and employees of the Corporation to transact the general business, or any special business, of the Corporation and may give powers of attorney to agents of the Corporation to transact any special business requiring such authorization. NUMBER AND QUALIFICATION OF DIRECTORS 3.02. The authorized number of Directors of the Corporation shall be not less than one nor more than five. The Directors need not be Shareholders of the Corporation or residents of Texas. Subject to foregoing, the actual number of Directors holding office at any one time shall be determined by resolution of the Board of Directors. No decrease in the number of -6- Directors shall have the effect of shortening the term of any incumbent Director. ELECTION AND TERM OF OFFICE 3.03. Directors shall be elected annually by the Shareholders entitled to vote and shall hold office until their respective successors are elected or until their death, resignation, or removal. VACANCIES 3.04. Vacancies in the Board of Directors not caused by an increase in the number of Directors may be filled by majority of the remaining Directors, though less than a quorum or by a sole remaining Director. Any vacant directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting of Shareholders called for that purpose. The Shareholders may elect a Director at any time to fill any vacancy not filled by the Directors. REMOVAL OF DIRECTORS 3.05. The entire Board of Directors or any individual Director may be removed from office with or without cause by vote of the holders of the majority of the shares entitled to vote for Directors, at any regular or special meeting of such shareholders. -7- PLACE OF MEETINGS 3.06. All meetings of the Board of Directors shall be held at the principal office of the Corporation or at such place within or without the state as may be designated from time to time by resolution of the Board or by written consent of all the members of the Board. REGULAR MEETINGS 3.07. Regular meetings of the Board of Directors shall be held without call or notice immediately following each annual meeting of the Shareholders of this Corporation and at such other times as the Directors may determine. SPECIAL MEETINGS-CALL AND NOTICE 3.08. Special meetings of the Board of Directors for any purpose shall be called at any time by the Chairman of the Board of Directors, or if he is absent or unable or refuses to act, by the President, any Vice President or any two Directors. Written notices of the special meetings stating the time and, in general terms the purpose or purposes thereof, shall be mailed or telegraphed or personally delivered to each Director not later than the day before the day appointed for the meeting. QUORUM 3.09. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of -8- business except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation. BOARD ACTION WITHOUT MEETING 3.10. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as unanimous vote of Directors, if all members of the Board shall individually or collectively consent in writing to such action. ADJOURNMENT-NOTICE 3.11. A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour. Notice of the time and place of holding an adjourned meeting shall not be given to absent Directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. CONDUCT OF MEETINGS 3.12. The President or, in his absence, any Director selected by the Directors present shall preside at the meetings of the -9- Board of Directors. The Secretary of the Corporation, or, in his absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors. COMPENSATION 3.13. Directors and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the Board. DIRECTORS' DEADLOCK 3.14. If the Directors are so divided respecting the management of the Corporation's business and affairs that the votes required for action by the Board of Directors cannot be obtained with the consequence that the business and affairs of the Corporation can no longer be conducted to the advantage of the Shareholders generally, a provisional Director or Directors shall be appointed to act only on the deadlocked issue as follows: If the deadlocked Directors can agree on the selection and appointment of an impartial person who is not an employee, Shareholder or a creditor of the Corporation such provisional Director shall be appointed and shall have all of the rights and powers of a duly elected Director of the Corporation including the right to notice of and to vote at meetings of Directors. If the Directors cannot agree upon a single provisional Director, -10- one provisional Director shall be selected by each side of the deadlocked Directors, and a third provisional Director shall be selected by the first two provisional Directors chosen. All three of the provisional Directors as provided for herein shall have all of the rights and powers of a duly elected Director of the Corporation. The decision of the majority of the Directors (including the provisional Director or Directors, as the case may be) shall be binding on the non-provisional Directors who were deadlocked. The compensation of the provisional Director(s) is to be agreed to in advance, prior to assuming the position(s) of provisional Director(s), by the provisional Director(s) and the deadlocked Directors. ARTICLE FOUR OFFICERS TITLE AND APPOINTMENT 4.01. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such Vice-President, assistants and other officers as the Board of Directors shall from time to time determine. All officers shall be elected by and hold office at the pleasure of the Board of Directors which shall fix the compensation and tenure of all officers. -11- PRESIDENT 4.02. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. SECRETARY 4.03. The Secretary shall: (a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the -12- corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the postoffice address of each Shareholder which shall be furnished to the Secretary by such Shareholder; (e) sign with the President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. TREASURER 4.04. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Artice V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of -13- Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum determine. SECRETARY AND VICE PRESIDENTS 4.05. In the absence or disablity of the President the Secretary shall perform all the duties of the President, and when so acting shall have the powers of, and be subject to all the restrictions on, the President. If so chosen by the Board of Directors, the Vice Presidents shall have such powers and perform such duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws. ARTICLE FIVE EXECUTION OF INSTRUMENTS SIGNATORIES 5.01. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons to execute any Corporation instrument or to sign the corporate name without limitation except where otherwise provided by law and such execution or signature shall be binding upon the Corporation. -14- LOANS 5.02. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. ARTICLE SIX ISSUANCE AND TRANSFER OF SHARES CERTIFICATES FOR PAID AND UNPAID SHARES 6.01. Certificates for shares of the Corporation shall be issued only when fully paid. SHARE CERTIFICATES 6.02. The Corporation shall deliver certificates representing all shares to which Shareholders are entitled which certificates shall be in such form and device as the Board of Directors may provide. Each certificate shall bear upon its face the statement that the Corporation is organized in Texas, the name in which it is issued, the number and series, and the par value. The certificates shall be signed by the President and the Secretary or an Assistant Secretary, which signatures may be in facsimile if the certificates are to be countersigned by a transfer agent or registered by registrar, and the seal of the Corporation -15- shall be affixed thereto. The certificates shall contain on the faces or backs such recitiations or references as are required by law. REPLACEMENT OF CERTIFICATES 6.03. No new certificates shall be issued until the former certificate for the shares represented thereby shall have been surrendered and cancelled except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity. TRANSFER OF SHARES 6.04. Shares of the Corporation may be transferred by endorsement, by the signature of the owner, his agent, attorney, or legal representative and the delivery of the certificate. The transferee in any transfer of shares shall be deemed to have full notice of and to consent to the Bylaws of the Corporation to the same extent as if he had signed a written assent thereto. ARTICLE SEVEN RECORDS AND REPORTS INSPECTION OF BOOKS AND RECORDS 7.01. All books and records provided for by statute shall be open to inspection of the Shareholders from time to time and to -16- the extent expressly provided by statute or these Bylaws, and not otherwise. The Directors may examine such books and records at all reasonable times. CLOSING STOCK TRANSFER BOOKS 7.02. The Board of Directors, in their discretion, may close the transfer books for a period not exceeding 50 days preceding any meeting, annual or special, of the Shareholders or the day appointed for the payment of a dividend. FISCAL YEAR 7.03. The fiscal year of the Corporation shall be designated by resolution of the Board of Directors. ARTICLE EIGHT AMENDMENT OF BYLAWS 8.01. The power to alter, amend, or repeal these Bylaws is vested in the Directors, subject to repeal or change by action of the Shareholders. ARTICLE NINE INDEMNIFICATION OF DIRECTORS AND OFFICERS 9.01. Each Director or officer of the Corporation, each former Director or officer, and any person who serves or has served at -17- the request of the Corporation as a Director or officer of another corporation in which the Corporation owned shares of the capital stock or of which it was a creditor, shall be indemnified by the Corporation against any costs and expenses which may be imposed upon or actually and necessarily incurred by him (and for which he is not otherwise reimbursed), including the amount of any judgments or fines, in connection with the defense of any action, suit or proceeding whether criminal or civil, in which he may be named as a party by reason of his being or having been such Director or officer, or by reason of any action alleged to have been taken or omitted by him in either such capacity; provided, however, that the Corporation shall not indemnify any such person against any costs or expenses imposed upon or incurred by him in relation to matters as to which he shall be finally adjudged to be liable for negligence or misconduct in the performance of duty. In the event of a settlement of any such action, suit or proceeding prior to final adjudication, or in the event of a settlement of any claim made against any such person by reason of his being or having been such Director or officer, such person shall be indemnified against any costs and expenses actually incurred by him, including any amount paid to effect such settlement, if the Corporation is advised by independent counsel selected or approved by its Board of Directors that he acted without negligence or misconduct in the performance of duty and that -18- such costs and expenses are not unreasonable. In the event of a criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such person is liable for negligence or misconduct in the performance of duty if he acted in good faith in what he considered to be the best interests of the Corporation or such other corporation and with no reasonable cause to believe that the action was illegal. 9.02. The right of indemnification in this Article provided shall inure to each person referred to in the first paragraph of this Article whether or not he is such Director or officer at the time such costs or expenses are imposed or incurred, and whether or not the claim asserted against him is based on matters which antedate the adoption of these Bylaws; and in the event of his death or incapacity shall extend to his legal representatives. Each person who shall act as a Director or officer of the Corporation, or of any such other corporation at the request of the Corporation, shall be deemed to be doing so in reliance upon such right of indemnification; and such right shall not be exclusive of any other right which he may have. -19- SIGNATURES AND ATTESTATION The undersigned hereby certifies that the Bylaws were adopted by the Board of Directors as of the 9th day of June, 1986. /s/ W. Frank Suit ----------------------------------- W. Frank Suit, Secretary -20- BY-LAWS OF RELIABLE TRANSPORTATION COMPONENTS, INC. ARTICLE I. OFFICES SECTION 1. The Registered Office of the corporation shall be at 2650 Royal Lane, Suite 208, Dallas County, Texas, and the name of the Registered Agent of the corporation at such address is John C. Arneson. SECTION 2. The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II. MEETING OF SHAREHOLDERS SECTION 1. All meetings of the shareholders for the election of Directors shall be held at the office of the corporation in Dallas, Texas. Meetings of shareholders for any other purpose may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. SECTION 2. An annual meeting of the shareholders commencing with the year 1987 shall be held on the 2nd Tuesday in January of each year if not a legal holiday and if a legal holiday, then on the next secular day following, at 10:00 o'clock A.M., at which they shall elect a Board of Directors and transact such other business as may be properly brought before the meeting. SECTION 3. At least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at said meeting arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. Such list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any shareholder who may be present. SECTION 4. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, or by these By-laws, may be called by the President, the Board of Directors or the holders of not less than one-tenth of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting. SECTION 5. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting. SECTION 6. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these By-laws. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 7. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power present in person or 2 represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation or of these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. SECTION 8. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that the voting rights of the shareholders of any class or classes are limited or denied by the Articles of Incorporation. ARTICLE III. DIRECTORS SECTION 1. The business and affairs of the corporation shall be managed by its Board of Directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the shareholders. SECTION 2. The Board of Directors shall consist of two Directors, who need not be a shareholder or a resident of the State of Texas. The Directors shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each Director elected shall hold office until his successor shall be elected and shall qualify. SECTION 3. Any Director may be removed either for or without cause, at any special meeting of shareholders by the affirmative vote of a majority in number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such Director, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If any vacancies occur in the Board of Directors whether by death, resignation, retirement, disqualification or removal from office or otherwise, a majority of the Directors then in office, though less than a quorum, may choose a 3 successor or successors, or a successor or successors may be chosen at a special meeting of shareholders called for that purpose; and each successor Director so chosen shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of the shareholders or at a special meeting of shareholders for that purpose. MEETINGS OF THE BOARD OF DIRECTORS SECTION 4. The Directors of the corporation may hold their meetings, both regular and special, either within or without the State of Texas. SECTION 5. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of shareholders, and at the same place, unless by unanimous consent of the Directors then elected and serving such time or place shall be changed. SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. SECTION 7. Special meetings of the Board of Directors may be called by the President on three days' notice to each Director, either personally or by mail, or by telegram, or such special meetings may be called by the President or Secretary in like manner and on like notice on the written request of the Director. The business to be transacted at, or the purpose of, any special meeting need be specified in a notice or waiver of notice except where expressly provided by statute, the Articles of Incorporation or by these By-laws. By appropriate Waiver of Notice, Directors may hold special meetings on the date of execution of such Waiver. SECTION 8. At all meetings of the Board of Directors the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business 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 statute or by the Articles of Incorporation 4 or by these By-laws. If a quorum is not present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. COMPENSATION OF DIRECTORS SECTION 9. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. ARTICLE IV. NOTICES SECTION 1. Whenever under the provisions of the statutes, or of the Articles of Incorporation or of these By-laws, notice is required to be given to any Director or shareholder, and no provision is made as to how such notice shall be given, it shall be construed to mean personal notice, but any such notice may be given in. writing, by mail, postage prepaid, addressed to such Director or shareholders at such address as appears on the books of the corporation. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mail as aforesaid. SECTION 2. A waiver in writing signed by the persons or person entitled to receive a notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. ARTICLE V. OFFICERS SECTION 1. The officers of the corporation shall be elected by the Directors and shall be a President, a Vice President, a Treasurer and a Secretary. The Board of Directors may also choose additional Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person. 5 SECTION 2. The Board of Directors at its first meeting after each annual meeting of the shareholders shall choose a President from its members, and shall choose one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board. SECTION 3. The Board of Directors may appoint such other officers and agents as shall be deemed necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. SECTION 4. The salaries of all officers and agents of the corporation shall be fixed by resolution of the Board of Directors. SECTION 5. Each officer of the corporation shall hold office until his successor is chosen and qualified or until his death or until his resignation or removal from office. An officer or agent elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of the majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. THE PRESIDENT SECTION 6. The President shall be chief executive officer of the corporation; he shall preside at all meetings of the shareholders and shall have general and active management of the business and affairs of the corporation, shall see that all orders and resolutions of the Board are carried into effect, and shall perform such other duties as the Board of Directors shall prescribe. THE VICE PRESIDENT SECTION 7. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. SECRETARY AND ASSISTANT SECRETARIES SECTION 8. The Secretary shall attend all sessions of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that 6 purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of the Treasurer or Assistant Secretary. SECTION 9. Each Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President from time to time may delegate to him. TREASURER AND ASSISTANT TREASURERS SECTION 10. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements of the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation and in such depositories as may be designated by the Board of Directors. SECTION 11. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall perform such other duties as the Board of Directors may prescribe. SECTION 12. The Treasurer shall give the corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation, if so required by the Board of Directors. SECTION 13. Each Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. 7 ARTICLE VI. CERTIFICATES REPRESENTING SHARES SECTION 1. Certificates in such form as may be determined by the Board of Directors shall be delivered representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of such shares, or a statement that such shares are without par value. They shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation or a facsimile thereof. LOST CERTIFICATES SECTION 2. The Board of Directors may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue the Board of Directors in its discretion may as a condition precedent require that the owner of such lost or destroyed certificate give the corporation a bond in such form, in such money and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. TRANSFER OF SHARES SECTION 3. Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney. REGISTERED SHAREHOLDERS SECTION 4. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares or share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 8 ARTICLE VII. GENERAL PROVISIONS DIVIDENDS SECTION 1. Dividends upon the outstanding shares of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property or in shares of the corporation, subject to the provisions of the statutes and the Articles of Incorporation. CHECKS SECTION 2. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. FISCAL YEAR SECTION 3. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. SEAL SECTION 4. The corporate seal shall have inscribed thereon the name of the corporation and the year of its organization. ARTICLE VIII. AMENDMENTS SECTION 1. These By-laws may be altered, amended or repealed at any meeting of the shareholders at which a quorum is present or represented by the affirmative vote of the holders of a majority of the shares present or represented at such meeting and entitled to vote thereat, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. ADOPTED by the Board of Directors of the corporation this 4th day of February 1986. /s/ William Spoliansky --------------------------- William Spoliansky Secretary 9