This document outlines the by-laws of Autozone, Inc. regarding meetings of stockholders. It specifies that the annual meeting will be held each year to elect directors and conduct business, and stockholders must give advance notice to the Secretary of any additional business to be addressed. It also describes how special meetings may be called, the information that must be provided to stockholders prior to meetings, and requirements for stockholder lists and quorums. Stockholders may only take actions at annual or special meetings and not by written consent without a meeting.
This document outlines the restated articles of incorporation for AutoZone, Inc. It establishes the company name as AutoZone, Inc. and authorizes 201 million total shares made up of 200 million common shares and 1 million preferred shares. It also limits the personal liability of directors and officers, establishes that shareholders have no preemptive or cumulative voting rights, and allows the board of directors to determine the number of directors and adopt/amend company by-laws.
Membership in a company confers both benefits and liabilities on members. To qualify as a member, a shareholder's name must be entered in the company's register of members. This registration demonstrates that the shareholder is subject to the company's constitution and can exercise rights like voting and receiving dividends. However, it also means the shareholder may be liable for company debts if it becomes insolvent. Maintaining an accurate register of members and disclosing substantial shareholdings are important corporate governance requirements.
This document discusses various methods of financing a company, including issuing shares or debentures to the public. It outlines the key regulations around securities offerings in Malaysia, including the requirement to register a prospectus with the Securities Commission to disclose all relevant information to potential investors. The prospectus must contain specific disclosures about the company and securities as well as a general duty to disclose all material information. Exemptions from these requirements are possible if compliance is deemed unnecessary for investor protection or would impose an unreasonable burden.
This document provides an overview of oppression, mismanagement and investigation under company law in India. It defines key terms like prospectus, membership and shareholding. It explains the types of prospectuses a company can issue and the required contents. It also discusses oppression and mismanagement under section 241 of the Companies Act, and the rights and liabilities of shareholders. The roles of the company law board and central government in investigations are also mentioned.
Notice of extraordinary general meetingJoginder Pal
The document is a notice for an Extraordinary General Meeting of XYZ Pvt Ltd to be held on December 26, 2018. There are two items on the agenda: 1) To issue Cumulative Convertible Preference Shares through private placement and 2) To reclassify the authorized share capital of the company. The meeting notice provides details on the terms of the preference shares issuance such as issue price, dividend rate, conversion/redemption terms, and voting rights. It also outlines the proposed changes to the authorized share capital.
Membership and Securities (2), Company Law, Kenya, Law of Business Associatio...Quincy Kiptoo
Riara Law School Students examine the law regarding Membership and Securities (for example transfer of shares,debentures) in Kenyan Companies. Law of Business Associations 2
Vitarann Social Foundation - Article of associationvitarann
Vitarann Social Foundation is registered under Section 25 compact act of Government of India. This is the Article of Association document which is approved by Ministry of corporate affairs. Few last pages are removed from the document for privacy purpose. This contains the director list and their share holding in the organisation. As it is Section 25 company share holding does not pay off any dividend. But if someone is interested in knowing the full details they can always contact us at contact@vitarann.org. We believe in transparency.
For more details#
1. http://corporatedir.com/company/vitarann-social-foundation
2. http://vitarann.org/contact
This document is the Companies Act 1965 of Malaysia. It lays out the laws governing companies in Malaysia. Some key points:
- It establishes the Registrar of Companies and gives powers to exempt companies from fees, conduct inspections and investigations, and call for examinations.
- It covers the incorporation of companies, their constitution including memorandums and articles of association, and their powers.
- It regulates shares, debentures, charges, and interests in companies. This includes prospectuses, allotments, reductions in share capital, and transfers of shares.
- It requires substantial shareholders to notify companies of their shareholdings and changes to their holdings above certain thresholds.
- It provides for
This document outlines the restated articles of incorporation for AutoZone, Inc. It establishes the company name as AutoZone, Inc. and authorizes 201 million total shares made up of 200 million common shares and 1 million preferred shares. It also limits the personal liability of directors and officers, establishes that shareholders have no preemptive or cumulative voting rights, and allows the board of directors to determine the number of directors and adopt/amend company by-laws.
Membership in a company confers both benefits and liabilities on members. To qualify as a member, a shareholder's name must be entered in the company's register of members. This registration demonstrates that the shareholder is subject to the company's constitution and can exercise rights like voting and receiving dividends. However, it also means the shareholder may be liable for company debts if it becomes insolvent. Maintaining an accurate register of members and disclosing substantial shareholdings are important corporate governance requirements.
This document discusses various methods of financing a company, including issuing shares or debentures to the public. It outlines the key regulations around securities offerings in Malaysia, including the requirement to register a prospectus with the Securities Commission to disclose all relevant information to potential investors. The prospectus must contain specific disclosures about the company and securities as well as a general duty to disclose all material information. Exemptions from these requirements are possible if compliance is deemed unnecessary for investor protection or would impose an unreasonable burden.
This document provides an overview of oppression, mismanagement and investigation under company law in India. It defines key terms like prospectus, membership and shareholding. It explains the types of prospectuses a company can issue and the required contents. It also discusses oppression and mismanagement under section 241 of the Companies Act, and the rights and liabilities of shareholders. The roles of the company law board and central government in investigations are also mentioned.
Notice of extraordinary general meetingJoginder Pal
The document is a notice for an Extraordinary General Meeting of XYZ Pvt Ltd to be held on December 26, 2018. There are two items on the agenda: 1) To issue Cumulative Convertible Preference Shares through private placement and 2) To reclassify the authorized share capital of the company. The meeting notice provides details on the terms of the preference shares issuance such as issue price, dividend rate, conversion/redemption terms, and voting rights. It also outlines the proposed changes to the authorized share capital.
Membership and Securities (2), Company Law, Kenya, Law of Business Associatio...Quincy Kiptoo
Riara Law School Students examine the law regarding Membership and Securities (for example transfer of shares,debentures) in Kenyan Companies. Law of Business Associations 2
Vitarann Social Foundation - Article of associationvitarann
Vitarann Social Foundation is registered under Section 25 compact act of Government of India. This is the Article of Association document which is approved by Ministry of corporate affairs. Few last pages are removed from the document for privacy purpose. This contains the director list and their share holding in the organisation. As it is Section 25 company share holding does not pay off any dividend. But if someone is interested in knowing the full details they can always contact us at contact@vitarann.org. We believe in transparency.
For more details#
1. http://corporatedir.com/company/vitarann-social-foundation
2. http://vitarann.org/contact
This document is the Companies Act 1965 of Malaysia. It lays out the laws governing companies in Malaysia. Some key points:
- It establishes the Registrar of Companies and gives powers to exempt companies from fees, conduct inspections and investigations, and call for examinations.
- It covers the incorporation of companies, their constitution including memorandums and articles of association, and their powers.
- It regulates shares, debentures, charges, and interests in companies. This includes prospectuses, allotments, reductions in share capital, and transfers of shares.
- It requires substantial shareholders to notify companies of their shareholdings and changes to their holdings above certain thresholds.
- It provides for
The document discusses various aspects of a company's register of members and share certificates under the Malaysian Companies Act 2016.
It notes that companies have a duty to maintain an accurate register of members containing members' details. The register must be kept at the company's registered office but can be kept elsewhere in certain circumstances. The register is prima facie evidence of membership but not conclusive.
It also discusses when and how the register can be rectified if wrongful entries have been made, who can apply for rectification, and circumstances where the court may refuse rectification. Share certificates are discussed, including requirements for their content and issuance timelines. Share certificates provide prima facie evidence of share title but companies may be
This document provides suggested solutions to an examination on company law administered in Malawi in 2011. It addresses several topics related to company formation and operations, including requirements for a company's memorandum and articles of association, types of companies, director duties and liabilities, shareholder rights, and grounds for winding up a company. The solutions are presented over 7 questions in a detailed manner suitable for an accounting technician examination.
This document provides an overview of the Companies Act of 1956 in India. It outlines the preliminary parts, including definitions of key terms. It also covers topics such as incorporation of companies, share capital, management and administration, and requirements for financial reporting and annual returns. The Act seeks to establish a framework for governing companies and sets rules for activities such as issuing shares, board meetings, maintaining registers, and distributing dividends.
This document discusses various aspects of share capital for companies. It defines shares and their key characteristics such as being movable property. It describes different types of share capital including authorized, issued, paid up, called up, and reserve capital. It explains how companies can issue shares and allot them to shareholders in return for consideration, typically cash but sometimes other assets. It also discusses rules around issuing shares at a discount or premium.
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
The document provides information on various types of companies under the Companies Act 2013 such as one person company, small company, dormant company, and their key characteristics. It also summarizes the roles of an associate, registered valuer, financial year, corporate social responsibility, secretarial audit, and the National Financial Reporting Authority. Some of the key points covered include that a one person company can be owned by one individual, small companies have certain relaxations, dormant companies are inactive companies registered for future projects, associates have significant influence through shareholding or agreements, and registered valuers are required for certain valuation work.
This document outlines the articles of association for ICRA Limited, an Indian company limited by shares.
It defines key terms used in the articles like "Act", "Annual General Meeting", "Articles", "Auditor", "Board of Directors", "Company", "Director", "Member", "Memorandum of Association", "Office", "Share" and others.
It discusses the company's authorized share capital of Rs. 15 crore divided into 1.5 crore equity shares of Rs. 10 each. It also covers maintenance of registers, rights of shareholders, issue of share certificates, joint shareholdings and renewal of defaced/lost certificates.
The document summarizes the key aspects of a company's Articles of Association (AOA). It explains that the AOA establishes the internal rules and regulations of a company for matters like share capital, share transfers, meetings, and directors. It notes the different contents that may be included in an AOA and the process for altering the AOA via a special resolution. The document also distinguishes an AOA from a Memorandum of Association, stating that the MOA defines a company's external relations while the AOA governs internal management and member relations.
This document provides an overview of the Companies Act 2013 which includes 29 chapters and 470 sections. It summarizes the key aspects of each chapter such as the sections covered, whether rules have been notified, and any sections that have not yet been notified. The chapters covered include incorporation of a company, share capital and debentures, acceptance of deposits, registration of charges, management and administration, and declaration and payment of dividend.
A Handbook specifically dealing with Membership of Company as per The Companies Act,1956; includes comparison between member and shareholder of company, entitlement of membership, nomination, rights of members and related provisions
The document discusses various sections of the Companies Act, 2013 where the law allows flexibility if a company's articles of association specify otherwise. It highlights sections related to increasing share capital, quorum for meetings, appointment of directors, winding up, and other administrative matters where the articles can modify or replace what is stated in the law. The document emphasizes the importance of a company carefully drafting its articles of association to determine internal policies and procedures.
Here are the key steps to solve this problem:
1. Prepare a Statement of Affairs showing the estimated realizable value of assets and liabilities.
2. Classify assets as specifically pledged or not specifically pledged. Estimate surplus/deficiency from specifically pledged assets.
3. Estimate total assets available for preferential creditors, debenture holders, and unsecured creditors.
4. List secured, preferential, debenture holder, and unsecured creditors and estimate surplus/deficiency for each class.
5. Distribute estimated surplus in order of priority - secured creditors, preferential creditors, debenture holders, unsecured creditors.
6. Prepare a summary showing distribution of assets and estimated surplus/def
The document is from a website that provides study materials and updates for exams related to Chartered Accountancy (CA), Cost and Management Accountancy (CMA), and Company Secretaryship (CS) in India.
It contains links to download study materials, practice manuals, and other files for upcoming CA, CMA, and CS exams. These include materials for the CA Final exam in May 2014, tax amendments, accounting standards, study materials for the CA IPCC exam in May 2014, and past question papers.
It also provides information on joining Facebook groups and pages related to the website for more updates on exam preparation.
This document provides an overview of winding up procedures in Malaysia. It discusses winding up by court order, voluntary winding up, and the roles and powers of liquidators. Key points include:
- There are two modes of winding up - voluntary and by court order. Voluntary winding up can be initiated by members or creditors.
- A liquidator's roles include realizing company assets, paying creditors according to priority order, and distributing remaining assets to shareholders.
- Creditors are classified as secured, preferential, or unsecured. Preferential creditors such as employee wages are paid before unsecured creditors.
- Upon winding up completion, any surplus assets are distributed to shareholders according to their capital contribution and class rights.
This document outlines procedures for meetings of stockholders of The Pantry Inc., including:
- Annual meetings are held for electing directors, while special meetings can be called by the Board of Directors.
- Stockholders must give written notice between 90-120 days before annual meetings or between 90-120 days before special meetings to nominate directors or propose other business.
- A majority of outstanding shares constitutes a quorum. The Board Chairman or other officers preside over meetings and stockholders vote by plurality or majority, depending on the matter.
- Proxies can be authorized for up to 3 years unless specified otherwise. The Board can also fix record dates for determining stockholders.
The document defines shares and the different types of shares such as ordinary shares and preferred shares. It discusses shareholders' rights and how class rights can be varied. It also covers topics such as prospectuses, share buybacks, and references used. Key points include definitions of shares and shareholders' interests, types of preferred shares, requirements for prospectuses, methods for accounting for share buybacks, and how class rights can be varied with shareholder approval or through the courts.
The document outlines statutory duties imposed on directors and officers of companies by corporate legislation. It discusses requirements such as obtaining shareholder approval for substantial acquisitions/disposals of company property, issuing shares, holding a statutory meeting for public companies within 3 months of operations, and producing a statutory report with financial details for shareholders. Failure to comply with these duties can result in penalties such as fines or imprisonment for directors.
Metcalf received several awards in 2008 from the Better Business Bureau and Mayflower Transit for integrity and performance. The document highlights Metcalf's community involvement through various local events and outlines the company's moving services which include local, interstate, international and commercial moves.
Imposter Syndrom - Lightning talk PHP Unconference 2015Frank Sons
This document appears to be slides from a presentation about imposter syndrome. The presentation discusses what imposter syndrome is, who experiences it most commonly (between 40-80% of people, favored among minorities), and provides suggestions for coping with it, such as reminding yourself that you belong at your job or event just as much as anyone else. The presentation concludes by thanking the audience and providing contact information for the presenter.
The document discusses various aspects of a company's register of members and share certificates under the Malaysian Companies Act 2016.
It notes that companies have a duty to maintain an accurate register of members containing members' details. The register must be kept at the company's registered office but can be kept elsewhere in certain circumstances. The register is prima facie evidence of membership but not conclusive.
It also discusses when and how the register can be rectified if wrongful entries have been made, who can apply for rectification, and circumstances where the court may refuse rectification. Share certificates are discussed, including requirements for their content and issuance timelines. Share certificates provide prima facie evidence of share title but companies may be
This document provides suggested solutions to an examination on company law administered in Malawi in 2011. It addresses several topics related to company formation and operations, including requirements for a company's memorandum and articles of association, types of companies, director duties and liabilities, shareholder rights, and grounds for winding up a company. The solutions are presented over 7 questions in a detailed manner suitable for an accounting technician examination.
This document provides an overview of the Companies Act of 1956 in India. It outlines the preliminary parts, including definitions of key terms. It also covers topics such as incorporation of companies, share capital, management and administration, and requirements for financial reporting and annual returns. The Act seeks to establish a framework for governing companies and sets rules for activities such as issuing shares, board meetings, maintaining registers, and distributing dividends.
This document discusses various aspects of share capital for companies. It defines shares and their key characteristics such as being movable property. It describes different types of share capital including authorized, issued, paid up, called up, and reserve capital. It explains how companies can issue shares and allot them to shareholders in return for consideration, typically cash but sometimes other assets. It also discusses rules around issuing shares at a discount or premium.
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
The document provides information on various types of companies under the Companies Act 2013 such as one person company, small company, dormant company, and their key characteristics. It also summarizes the roles of an associate, registered valuer, financial year, corporate social responsibility, secretarial audit, and the National Financial Reporting Authority. Some of the key points covered include that a one person company can be owned by one individual, small companies have certain relaxations, dormant companies are inactive companies registered for future projects, associates have significant influence through shareholding or agreements, and registered valuers are required for certain valuation work.
This document outlines the articles of association for ICRA Limited, an Indian company limited by shares.
It defines key terms used in the articles like "Act", "Annual General Meeting", "Articles", "Auditor", "Board of Directors", "Company", "Director", "Member", "Memorandum of Association", "Office", "Share" and others.
It discusses the company's authorized share capital of Rs. 15 crore divided into 1.5 crore equity shares of Rs. 10 each. It also covers maintenance of registers, rights of shareholders, issue of share certificates, joint shareholdings and renewal of defaced/lost certificates.
The document summarizes the key aspects of a company's Articles of Association (AOA). It explains that the AOA establishes the internal rules and regulations of a company for matters like share capital, share transfers, meetings, and directors. It notes the different contents that may be included in an AOA and the process for altering the AOA via a special resolution. The document also distinguishes an AOA from a Memorandum of Association, stating that the MOA defines a company's external relations while the AOA governs internal management and member relations.
This document provides an overview of the Companies Act 2013 which includes 29 chapters and 470 sections. It summarizes the key aspects of each chapter such as the sections covered, whether rules have been notified, and any sections that have not yet been notified. The chapters covered include incorporation of a company, share capital and debentures, acceptance of deposits, registration of charges, management and administration, and declaration and payment of dividend.
A Handbook specifically dealing with Membership of Company as per The Companies Act,1956; includes comparison between member and shareholder of company, entitlement of membership, nomination, rights of members and related provisions
The document discusses various sections of the Companies Act, 2013 where the law allows flexibility if a company's articles of association specify otherwise. It highlights sections related to increasing share capital, quorum for meetings, appointment of directors, winding up, and other administrative matters where the articles can modify or replace what is stated in the law. The document emphasizes the importance of a company carefully drafting its articles of association to determine internal policies and procedures.
Here are the key steps to solve this problem:
1. Prepare a Statement of Affairs showing the estimated realizable value of assets and liabilities.
2. Classify assets as specifically pledged or not specifically pledged. Estimate surplus/deficiency from specifically pledged assets.
3. Estimate total assets available for preferential creditors, debenture holders, and unsecured creditors.
4. List secured, preferential, debenture holder, and unsecured creditors and estimate surplus/deficiency for each class.
5. Distribute estimated surplus in order of priority - secured creditors, preferential creditors, debenture holders, unsecured creditors.
6. Prepare a summary showing distribution of assets and estimated surplus/def
The document is from a website that provides study materials and updates for exams related to Chartered Accountancy (CA), Cost and Management Accountancy (CMA), and Company Secretaryship (CS) in India.
It contains links to download study materials, practice manuals, and other files for upcoming CA, CMA, and CS exams. These include materials for the CA Final exam in May 2014, tax amendments, accounting standards, study materials for the CA IPCC exam in May 2014, and past question papers.
It also provides information on joining Facebook groups and pages related to the website for more updates on exam preparation.
This document provides an overview of winding up procedures in Malaysia. It discusses winding up by court order, voluntary winding up, and the roles and powers of liquidators. Key points include:
- There are two modes of winding up - voluntary and by court order. Voluntary winding up can be initiated by members or creditors.
- A liquidator's roles include realizing company assets, paying creditors according to priority order, and distributing remaining assets to shareholders.
- Creditors are classified as secured, preferential, or unsecured. Preferential creditors such as employee wages are paid before unsecured creditors.
- Upon winding up completion, any surplus assets are distributed to shareholders according to their capital contribution and class rights.
This document outlines procedures for meetings of stockholders of The Pantry Inc., including:
- Annual meetings are held for electing directors, while special meetings can be called by the Board of Directors.
- Stockholders must give written notice between 90-120 days before annual meetings or between 90-120 days before special meetings to nominate directors or propose other business.
- A majority of outstanding shares constitutes a quorum. The Board Chairman or other officers preside over meetings and stockholders vote by plurality or majority, depending on the matter.
- Proxies can be authorized for up to 3 years unless specified otherwise. The Board can also fix record dates for determining stockholders.
The document defines shares and the different types of shares such as ordinary shares and preferred shares. It discusses shareholders' rights and how class rights can be varied. It also covers topics such as prospectuses, share buybacks, and references used. Key points include definitions of shares and shareholders' interests, types of preferred shares, requirements for prospectuses, methods for accounting for share buybacks, and how class rights can be varied with shareholder approval or through the courts.
The document outlines statutory duties imposed on directors and officers of companies by corporate legislation. It discusses requirements such as obtaining shareholder approval for substantial acquisitions/disposals of company property, issuing shares, holding a statutory meeting for public companies within 3 months of operations, and producing a statutory report with financial details for shareholders. Failure to comply with these duties can result in penalties such as fines or imprisonment for directors.
Metcalf received several awards in 2008 from the Better Business Bureau and Mayflower Transit for integrity and performance. The document highlights Metcalf's community involvement through various local events and outlines the company's moving services which include local, interstate, international and commercial moves.
Imposter Syndrom - Lightning talk PHP Unconference 2015Frank Sons
This document appears to be slides from a presentation about imposter syndrome. The presentation discusses what imposter syndrome is, who experiences it most commonly (between 40-80% of people, favored among minorities), and provides suggestions for coping with it, such as reminding yourself that you belong at your job or event just as much as anyone else. The presentation concludes by thanking the audience and providing contact information for the presenter.
Stage 3 of 100mph's process - Filling & then Converting the Funnel following Brand Identity development in Stage 2 and the Social Insights developed in Stage 1
The document contains three stories about people receiving a mysterious poem via email.
In the first case, Kelly accepts a marriage proposal but later learns her fiancé died in a car accident after she deleted the poem without reading it.
The second case involves Katie who sends the poem to some friends but not the requested five people. She is then killed in a hit-and-run.
The third case is about Richard who forwards the poem to more than the requested people within hours. He then unexpectedly reconnects with his secret love of five years and they eventually marry.
The document encourages reading and sharing a poem about cherishing friendships, which is associated with good luck. It claims better luck
The document discusses the North Carolina State Fair's use of social media including their website, blog, Facebook, Twitter, MySpace, and YouTube channels. It provides statistics on visits, friends/followers, and engagement for each platform for the past year. It also mentions challenges faced and future plans to expand their social media presence and departmental usage.
Presented an abridged version of my "What is data science" talk at #websummit 2013.
This talk goes over the required skillset as defined by Drew Conway and his famous venn diagram, and also outlines the Data Scientific Method brought by Dr. Patil. The talk is mainly two parts and the second part goes over some of the packages and technologies we use — minus the storage part.
The document discusses building a large pool of employable professionals to support the IT infrastructure. It focuses on vocational skills and employment in the IT field. The goal is to develop a workforce with the necessary training to maintain and expand technology systems.
CS/IT: Where Content and Technology MeetLaura Blaydon
CS and IT meet in several areas including content features and functions, content management system functionality, metadata tagging, and analytics. They also meet regarding site support, content publisher training, and communicating about system updates. To align CS and IT, they should develop shared goals, accountability structures, and clear communication protocols. Aligning CS and IT is important for projects like content inventories, new search engines, and content management system implementations.
Este currículum vitae presenta los datos personales, perfil profesional, estudios, cursos y habilidades en computación de José Juan Vázquez Sánchez. Detalla su experiencia en contabilidad, ventas y auditoría, así como sus estudios de preparatoria y universidad. También incluye información sobre cursos de inglés avanzado y contabilidad avanzada, y habilidades intermedias en herramientas como Word, Excel y PowerPoint.
Omnicom reported strong financial results for 2005, with record revenue of $10.5 billion, up 8% from 2004. Net income increased 9% to $791 million, and diluted earnings per share rose 12% to $4.36. Operating profit grew 10% to $1.3 billion. The company saw growth across all of its business segments, including advertising, customer relationship management, public relations, and specialty communications. Omnicom also had record new business wins in 2005 and continued to make investments to strengthen its creative capabilities and expand its global reach.
The document discusses furniture and home audio technology products. It provides details on 12 different products that combine furniture and audio functionality, such as speakers built into furniture, furniture that doubles as audio equipment, and portable Bluetooth speakers. It also includes potential pricing for some of the products.
The document discusses mobile payments and opportunities for Binary Mantra Systems, a software development company. It covers key concepts in mobile payments like mobile remote payment and proximity payment using near field communication. It also discusses stakeholders in mobile payments like mobile devices, content providers, and payment service providers. The technology, classification, opportunities, challenges, and the current Indian scenario for mobile payments are described. It concludes that while mobile payments have yet to be widely adopted, the necessary infrastructure is developing and it will become more viable.
These slides are used in the introduction to using iPads in Educatiion seminar. It is an overview and introduction to the hundreds of apps available to use in Learning and Teaching. These seminars were first run in 2010.
Este documento presenta una guía de lecturas para el curso Finanzas II. Incluye capítulos de libros, artículos y noticias a leer para cada clase sobre temas como valuación de empresas en etapas iniciales, tasas de cambio, riesgo y rentabilidad, mercados de futuros y opciones, y valuación de empresas. La guía cubre 27 clases con material de lectura relevante para cada una.
This document outlines the by-laws of Rockwell Automation, Inc. regarding meetings of shareholders. It specifies that annual meetings will be held to elect directors and conduct business, as determined by the Board of Directors. Special meetings may only be called by the Board of Directors. Notice of any shareholder meeting must be given between 10 and 60 days in advance. The by-laws also specify requirements for shareholders to nominate directors or propose other business, including disclosure of share ownership and provision of biographical information on nominees.
This document outlines the code of regulations for Jo-Ann Stores, Inc. regarding shareholder meetings and voting procedures. Key details include:
- The annual shareholder meeting will be held on the first Monday of June each year at the company's principal office.
- Special shareholder meetings can be called by the board chair, president, directors, or shareholders holding 50% of outstanding shares.
- Notice of any shareholder meeting must be given 10-60 days prior to the meeting date.
- A majority of outstanding shares constitutes a quorum for voting at any shareholder meeting.
- The bylaws outline the governance structure for Tech Data Corporation, including provisions for stockholder meetings, the board of directors, and officers.
- The principal office is located in Clearwater, Florida. Annual stockholder meetings will be held within 5 months of the fiscal year end. Special meetings can be called by the CEO, board, or stockholders holding at least 10% of shares.
- The board will have between 1-13 directors, divided into three classes with staggered terms. Regular board meetings will be held without notice, while special meetings require 2 days' notice. A majority of directors constitutes a quorum for board meetings.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and the board of directors. It discusses where shareholder and board meetings will take place, how notice will be provided, what constitutes a quorum, voting procedures, and rules regarding nominating directors and proposing other business. It also establishes committees like the executive committee and allows the board to form other committees. Finally, it specifies that the officers will consist of a CEO, President, Secretary, and Treasurer and allows for other officers to be elected.
This document outlines the bylaws of Owens & Minor, Inc. regarding meetings of shareholders and directors.
It specifies details such as the timing and notification requirements for annual shareholder meetings, what constitutes a quorum, voting procedures, and the process for nominating directors or proposing other business. Shareholders must give advance notice to the Secretary of any intent to nominate directors or propose other business to be considered at the annual meeting. The Chairman of the Board has the power to determine if any nominations or proposals were made in accordance with the bylaw procedures.
This document outlines the bylaws of The Pantry Inc. regarding meetings of stockholders. It discusses annual meetings, special meetings, notice requirements, quorums, voting procedures, and rules for stockholders to propose business or nominations at annual meetings. Key details include requirements that notice of meetings be given 10-60 days in advance, that a majority of shares constitutes a quorum, and that stockholders must meet certain criteria to propose other business or nominations at annual meetings.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Procedures for annual and special stockholder meetings, including requirements for submitting nominations of directors and proposals.
- Requirements for providing notice of stockholder meetings and fixing the record date.
- Quorum requirements and voting procedures for stockholder actions.
- Conduct of stockholder meetings and allowance for voting by proxy.
This document outlines amended and restated bylaws for Terex Corporation. Key points include:
- Details meeting procedures and requirements for annual and special stockholder meetings, including notice periods, place of meetings, quorum, and voting.
- Specifies requirements for stockholder nominations for the board of directors and proposals of other business to be conducted at meetings.
- Establishes provisions for fixing record dates, maintaining voting records, and use of proxies.
These forms are provided as informational templates and may not be appropriate for a given situation without consulting an attorney. The document contains sample bylaws for a corporation, including sections on offices, shareholders, directors, meetings, voting procedures, and informal actions. Users are warned that the forms may not apply in all jurisdictions and their specific facts require legal review before using the templates.
This document contains the by-laws of Constellation Energy Group, Inc. It outlines the company's name and headquarters location in Article I. Article II describes procedures for stockholder meetings, including requiring at least 10 days notice for annual meetings and specifying the information that must be provided for any stockholder-proposed nominations or business to be addressed. It also establishes that a majority of outstanding shares constitutes a quorum for voting purposes.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines amended and restated bylaws for Office Depot, Inc. Key points include:
- It establishes procedures for stockholder meetings, including annual meetings, special meetings, notice requirements, and quorum.
- It details voting procedures for stockholders, including majority vote requirements for most matters and plurality vote for contested director elections.
- It includes a resignation policy requiring directors who do not receive a majority of votes to resign, subject to board review.
- It allows for stockholder action by written consent without a meeting under certain conditions.
The document outlines the bylaws of Weyerhaeuser Company, including provisions regarding:
1) The principal office and registered agent located in Federal Way, Washington.
2) Requirements for shareholder meetings, including annual meetings in April, special meetings called by the board of directors, and record dates for determining shareholders entitled to notice and voting.
3) Details on the board of directors, including the number of directors, nominations process, and requirements that director nominees must meet. Directors are elected by a majority of votes cast.
The document provides amended and restated bylaws for Cisco Systems, Inc. that were last amended on March 22, 2007. Key details include:
- The annual shareholder meeting will be held each year on the second Thursday in November at 10:00 am at the company's principal office.
- Special shareholder meetings can be called by the Chairman, CEO, President, Board of Directors, or shareholders holding at least 10% of voting shares.
- Notice of any shareholder meeting must be given to shareholders no less than 10 days before a meeting, informing them of time, place, and business to be discussed.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
This document outlines the by-laws of Schering-Plough Corporation as amended in February 2008. It addresses various topics in 3 or less sentences each:
The name and seal of the corporation are established. Shareholder meetings may be held annually with notice and a quorum required. Matters to be discussed must be included in advance notice to shareholders.
Shareholder action requires a meeting except if all shareholders consent in writing. The number of directors is set between 9-21, who are elected annually. A majority of votes can remove any director for cause.
The board of directors manages the corporation and fills any vacancies. Regular board meetings can be called without notice, while special meetings require notice.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual stockholder meetings, how the board is composed and elected, committees the board may form, duties of officers like the secretary and treasurer, and that stock may be represented by physical certificates or uncertificated.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual meetings, special meetings, notices, quorums, voting, inspector duties, and powers/composition of the board and its committees. It also specifies the elected officer positions and describes officer election, duties, and removal processes.
This document outlines AutoZone's Code of Ethical Conduct for Financial Executives. It establishes principles that financial executives are expected to adhere to and advocate for, including acting with honesty and integrity, providing full and accurate information to stakeholders, and complying with all applicable laws and regulations. It details responsibilities of financial executives and procedures for reporting violations of the code or unethical behavior.
This document outlines AutoZone's Code of Ethical Conduct for Financial Executives. It establishes principles that financial executives are expected to adhere to and advocate for, including acting with honesty and integrity, providing full and accurate information to stakeholders, and complying with all applicable laws and regulations. The code defines financial executives and lists responsibilities such as avoiding conflicts of interest, maintaining confidentiality, and reporting any violations or issues regarding financial disclosures, controls, or legal compliance.
This document outlines the restated articles of incorporation for AutoZone, Inc. It details the company name, authorized shares including 200 million shares of common stock and 1 million shares of preferred stock. It establishes that the board of directors will set the stock consideration and that stock will not be assessable. The board can also set rights and designations of preferred stock series. It limits director personal liability and allows the board to adopt, amend or repeal bylaws.
AutoZone has strong corporate governance practices according to Institutional Shareholder Services. Its board is comprised of the CEO, founder and seven independent directors who are elected annually. All board committees consist solely of independent directors. The audit committee, comprised of designated financial experts, meets quarterly with external and internal auditors without management present. All AutoZone officers and functional controllers must certify financial reports in writing and are subject to trading restrictions and general counsel approval for option exercises.
This document outlines the by-laws of Autozone, Inc. It discusses procedures for stockholder meetings, including annual meetings, notices of meetings, quorums, voting procedures. It also discusses the board of directors, including the number of directors, nominations, vacancies, meetings, and actions that can be taken without meetings. The by-laws provide the framework for how business is conducted and decisions are made within the corporation.
AutoZone has strong corporate governance practices according to Institutional Shareholder Services. Its board is comprised of the CEO, founder and seven independent directors who are elected annually. All board committees consist solely of independent directors. The audit committee, comprised of designated financial experts, meets quarterly with external and internal auditors without management present. All AutoZone officers and functional controllers must certify financial reports in writing and are subject to trading restrictions and general counsel approval for option exercises.
Este documento presenta el Código de Conducta de AutoZone para el año fiscal 2008. Explica los valores fundamentales de la compañía como poner a los clientes primero, preocuparse por las personas y esforzarse por un desempeño excepcional. También cubre temas como igualdad de oportunidades, acoso, conflictos de interés, confidencialidad y cumplimiento de leyes y regulaciones. El código establece las expectativas de comportamiento ético para todos los empleados de AutoZone.
Este documento presenta el Código de Conducta de AutoZone para el año fiscal 2008. Contiene secciones sobre los valores de AutoZone, las expectativas de conducta para los empleados, políticas sobre igualdad de oportunidades, acoso, conflictos de interés, uso de bienes de la compañía y reporte de comportamientos no éticos. El código busca establecer los más altos estándares éticos y legales para todos los empleados de AutoZone.
This document provides AutoZone's Code of Conduct for fiscal year 2008. It outlines AutoZone's values and expectations for ethical behavior from all employees.
The Code of Conduct covers topics such as equal employment opportunity, harassment, conflicts of interest, treatment of confidential information, fair dealing, and compliance with laws. Employees are expected to perform their jobs ethically and treat all people with dignity and respect. The Code also provides guidance on issues like accepting gifts, outside employment, and relationships within the workplace.
Employees who have questions about the Code of Conduct or face ethical issues are instructed to consult their supervisor. Adherence to the Code and AutoZone's policies is required to ensure responsible and lawful behavior from all.
This document is AutoZone's Code of Conduct for fiscal year 2008. It outlines AutoZone's values and ethical standards that all employees and board members must follow. The Code of Conduct covers topics such as equal employment opportunity, harassment, conflicts of interest, treatment of confidential information, and compliance with laws and regulations. Employees are expected to perform their jobs ethically and in a way that serves customers and shareholders. The Code also provides contact information for employees to report illegal or unethical behavior.
The document outlines AutoZone's corporate governance principles, which were first adopted in 2001 and have been amended several times since. It discusses the board's mission to maximize shareholder value, outlines the responsibilities and core competencies of board members, describes board organization and operations, and establishes policies regarding director independence, compensation, conflicts of interest, succession planning, and annual board evaluations.
The document outlines AutoZone's corporate governance principles, which were first adopted in 2001 and have been amended several times since. It discusses the board's mission to maximize shareholder value, outlines the responsibilities and core competencies of board members, describes board organization and operations, and establishes policies regarding director independence, compensation, conflicts of interest, succession planning, and annual board evaluations.
- AutoZone reported first quarter fiscal year 2009 results, with net sales up 2% to $1.478 billion and diluted EPS up 10% to $2.23. Operating profit was flat at $239 million and operating margin decreased slightly.
- The company opened 30 new stores and replaced 2 stores in the US, ending the quarter with 4,122 domestic stores. Commercial programs grew 2% and commercial sales increased 1.8% to $170.6 million.
- Inventory increased 6% to $2.192 billion while inventory turns decreased to 1.5x. Working capital was negative $66 million and debt increased 5% to $2.268 billion.
The document summarizes AutoZone's 2008 annual stockholders' meeting. It discusses AutoZone's position as the largest auto parts retailer in the US, with over $6.5 billion in annual sales. It highlights AutoZone's strategic priorities of growing its US retail and commercial segments, expanding in Mexico, and growing its ALLDATA business. The document also reviews AutoZone's strong financial performance in recent years and its focus on continued sales growth, improving customer satisfaction, and managing costs.
This annual report summarizes AutoZone's financial performance in 2000. Some key points:
- Sales reached a record $4.48 billion, up 9% from 1999. Earnings per share grew 23% to $2.00.
- Acquired stores like Chief Auto Parts and Pep Boys Express locations significantly increased same-store sales. Stores in Mexico also saw strong growth.
- Cash flow from operations increased over $200 million to $513 million, allowing AutoZone to repurchase $608 million in stock.
- AutoZone opened 204 new stores in the US, bringing the total to 2,915. International expansion also continued with new stores in Mexico.
This document is AutoZone's 2001 annual report which provides an overview of the company's performance in fiscal year 2001. Some key points:
- AutoZone is the largest retailer of automotive parts and accessories in North America with over 3,000 stores in the US and Mexico.
- In fiscal 2001, the company pursued three strategic priorities: expanding the US retail business, developing the commercial business, and growing in Mexico.
- New marketing initiatives like the "Get in the Zone" campaign helped drive an 8% increase in same-store sales in the fourth quarter.
- The commercial business saw 11% same-store sales growth and now generates over $400 million in revenue.
- Auto
This document is AutoZone's 2001 annual report which provides an overview of the company's performance in fiscal year 2001. Some key points:
- AutoZone is the largest retailer of automotive parts and accessories in North America with over 3,000 stores in the US and Mexico.
- In fiscal 2001, the company pursued three strategic priorities: expanding the US retail business, developing the commercial business, and growing in Mexico.
- New marketing initiatives like the "Get in the Zone" campaign helped drive an 8% increase in same-store sales and 27% EPS growth in Q4.
- The commercial business saw an 11% increase in same-store sales for the year as the company focused on
- The annual report summarizes AutoZone's fiscal year 2002 performance, which saw record sales of $5.3 billion, earnings per share of $4.00, and a 52% return for shareholders.
- The three divisions - U.S. Retail, AZ Commercial, and Mexico - all contributed to growth. U.S. Retail had same-store sales growth of 8% and now operates 3,068 stores across 44 states.
- AZ Commercial grew 20% to $532 million in sales by expanding commercial product offerings and dedicated sales force for commercial customers.
- AutoZone aims to continue delivering strong profitable growth and pursuing opportunities in the large market for automotive maintenance and repairs.
This document is AutoZone's 2003 annual report which provides financial highlights and discusses priorities and growth areas. Some key points:
- In fiscal year 2003, AutoZone achieved record sales of $5.5 billion, operating profit of $918 million, earnings per share of $5.34, and after-tax return on invested capital of 23.4%.
- The three growth priorities are the U.S. retail business, AZ Commercial business, and expanding into Mexico.
- The CEO highlights accomplishments in fiscal 2003 and discusses opportunities for continued growth in the industry, focusing on increasing market share and capturing unperformed maintenance.
- AutoZone aims to be the most exciting zone for vehicle solutions through innovation
The 2004 annual report summarizes AutoZone's financial performance and strategic priorities for the fiscal year 2004. It highlights that AutoZone opened 201 new stores in the US and 14 new stores in Mexico, grew its Commercial business by 11%, and nearly doubled the number of ASE-certified employees. The three strategic priorities are outlined as profitably expanding the US Retail business, developing the US Commercial business, and developing the business in Mexico. For US Retail, AutoZone continues its focus on great customer service and taking market share in the $35 billion DIY automotive aftermarket segment. The Commercial business grew revenues to $750 million and provides significant growth opportunities in the $47 billion DIFM segment. Mexico also saw growth
Enhancing Asset Quality: Strategies for Financial Institutionsshruti1menon2
Ensuring robust asset quality is not just a mere aspect but a critical cornerstone for the stability and success of financial institutions worldwide. It serves as the bedrock upon which profitability is built and investor confidence is sustained. Therefore, in this presentation, we delve into a comprehensive exploration of strategies that can aid financial institutions in achieving and maintaining superior asset quality.
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
[4:55 p.m.] Bryan Oates
OJPs are becoming a critical resource for policy-makers and researchers who study the labour market. LMIC continues to work with Vicinity Jobs’ data on OJPs, which can be explored in our Canadian Job Trends Dashboard. Valuable insights have been gained through our analysis of OJP data, including LMIC research lead
Suzanne Spiteri’s recent report on improving the quality and accessibility of job postings to reduce employment barriers for neurodivergent people.
Decoding job postings: Improving accessibility for neurodivergent job seekers
Improving the quality and accessibility of job postings is one way to reduce employment barriers for neurodivergent people.
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
South Dakota State University degree offer diploma Transcriptynfqplhm
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Every business, big or small, deals with outgoing payments. Whether it’s to suppliers for inventory, to employees for salaries, or to vendors for services rendered, keeping track of these expenses is crucial. This is where payment vouchers come in – the unsung heroes of the accounting world.
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck mari...Donc Test
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
TEST BANK Principles of cost accounting 17th edition edward j vanderbeck maria r mitchell.docx
Dr. Alyce Su Cover Story - China's Investment Leadermsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
Independent Study - College of Wooster Research (2023-2024) FDI, Culture, Glo...AntoniaOwensDetwiler
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
1. FOURTH
AMENDED AND RESTATED
BY-LAWS
OF
AUTOZONE, INC.
ARTICLE I.
OFFICES
Section 1. The Corporation may have offices at such places both within and
without the State of Nevada as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at any place within or
outside the State of Nevada as shall be designated from time to time by the Board of Directors.
In the absence of any such designation, stockholders' meetings shall be held at the principal
executive office of the Corporation.
Section 2. The annual meeting of stockholders shall be held on such date and at
such time and place as may be fixed by the Board of Directors and stated in the notice of the
meeting, for the purpose of electing directors and for the transaction of such other business as is
properly brought before the meeting in accordance with these By-Laws.
To be properly brought before the annual meeting, business must be either (i)
specified in the notice of annual meeting (or any supplement or amendment thereto) given by or
at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or
at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual
meeting by a stockholder. In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the event that the date of the annual meeting is more than
thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made by the Corporation.
In no event shall the public announcement of an adjournment or postponement of an annual
NY1319174.3
2. meeting commence a new time period for the giving of a stockholder’s notice as described
above.
A stockholder's notice to the Secretary shall set forth (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the stockholder proposing
such business, (iii) the class, series and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedures set forth in this
Article II, Section 2. The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that business was not properly
brought before the annual meeting in accordance with the provisions of this Article II, Section 2,
and if he should so determine, he shall so declare to the annual meeting and any such business
not properly brought before the meeting shall not be transacted. Written notice of the annual
meeting stating the place, date and hour of the annual meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 3. The holders of a majority of the voting power of the Corporation's
stock at any meeting of stockholders, which are present in person or represented by proxy, shall
constitute a quorum for the transaction of business except as otherwise provided by law, by the
Articles of Incorporation, or by these By-Laws. A quorum, once established, shall not be broken
by the withdrawal of enough votes to leave less than a quorum and the votes present may
continue to transact business until adjournment. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may 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. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled
to vote thereat.
Section 4. When a quorum is present at any meeting, action of the stockholders
on a matter other than the election of directors is approved if the number of votes cast in favor of
the action exceeds the number of votes cast in opposition to the action, unless the question is one
upon which by express provision of the statutes, or the Articles of Incorporation, or these By-
Laws, a different vote is required in which case such express provision shall govern and control
the decision of such question. Directors shall be elected by a plurality of the votes cast by the
stockholders.
Section 5. At each meeting of the stockholders, each stockholder having the
right to vote may vote in person or may authorize another person or persons to act for him by
proxy appointed in a reasonable manner as may be permitted by law, including, without
limitation, a signed writing, telegram, facsimile, and electronic communication. All proxies must
2
NY1319174.3
3. be filed with the Secretary of the Corporation at the beginning of each meeting in order to be
counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation on the record date
set by the Board of Directors as provided in Article V, Section 6 hereof.
Section 6. Special meetings of the stockholders, for any purpose, or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the
Chairman of the Board or President and shall be called by the President or the Secretary at the
request in writing of a majority of the Board of Directors or by the holders of a majority of the
shares of voting stock. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to the purposes stated
in the notice. Written notice of a request for a meeting by the holders of a majority of the voting
shares shall be accompanied by the name and record address of the stockholders proposing the
special meeting, and the class, series and number of shares of the Corporation which are
beneficially owned by each stockholder, and a description of any material interest of the
stockholder in such business.
Section 7. Whenever stockholders are required or permitted to take any action at
a meeting, a written notice of the meeting shall be given which notice shall state the place, date
and hour of the meeting and the purpose or purposes for which the meeting is called. The written
notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less
than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the stockholder at his address as
it appears on the records of the Corporation.
Section 8. The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 9. Stockholders of the Corporation may only take action at an annual or
special meeting of stockholders. Stockholders may not take action by written consent without a
meeting.
3
NY1319174.3
4. ARTICLE III
DIRECTORS
Section 1. Subject to any limitations in the laws of the State of Nevada, the
Articles of Incorporation or these By-Laws, the number of directors may be changed from time
to time by resolutions adopted by the Board of Directors or the stockholders. No reduction of the
number of directors shall have the effect of removing any director prior to the expiration of his
term of office. A director need not be a stockholder of the Corporation. Nominations of persons
for election to the Board of Directors of the Corporation at the annual meeting may be made at
such meeting by or at the direction of the Board of Directors, by any committee or persons
appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures set forth in this
Article III, Section 1. Such nominations by any stockholder shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation not later than the
close of business on the ninetieth (90th) day nor earlier than the close of business on the one
hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the event that the date of the annual meeting is more than
thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made by the corporation.
In no event shall the public announcement of an adjournment or postponement of an annual
meeting commence a new time period for the giving of a stockholder’s notice as described
above.
Such stockholder's notice to the Secretary shall set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a director, (a) the name,
age, business address and residence address of the person, (b) the principal occupation or
employment of the person, (c) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the person, and (d) any other information relating to the person
that is required to be disclosed in solicitations for proxies for election of directors pursuant to the
Rules and Regulations of the Securities and Exchange Commission under Section 14 of the
Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the notice (a)
the name and record address of the stockholder and (b) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to serve as a director of
the Corporation. No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein. The officer of the Corporation
presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
The directors shall be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article III, and each director elected shall hold office until his successor is
4
NY1319174.3
5. elected and qualified; provided, however, that unless otherwise restricted by the Articles of
Incorporation or law, any director or the entire Board of Directors may be removed, either with
or without cause, from the Board of Directors at any meeting of stockholders by the holders of
two-thirds of the voting power of the Corporation's stock.
Section 2. Vacancies on the Board of Directors by reason of death, resignation,
retirement, disqualification, removal from office, or otherwise, and newly created directorships
resulting from any increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of directors and until their
successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by statute. If, at the time
of filling any vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole Board (as constituted immediately prior to any such
increase), any stockholder or stockholders holding at least ten percent of the voting power of the
Corporation's stock may summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The property and business of the Corporation shall be managed by or
under the direction of its Board of Directors. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The directors may hold their meetings and have one or more offices,
and keep the books of the Corporation outside of the State of Nevada.
Section 5. 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 6. Special meetings of the Board of Directors may be called by the
Chairman or the President on twenty-four hours' notice to each director; special meetings shall
be called by the Chairman, the President or the Secretary in like manner and on like notice on the
written request of two directors unless the Board consists of only one director; in which case
special meetings shall be called by the Chairman, the President or Secretary in like manner or on
like notice on the written request of the sole director.
Section 7. At all meetings of the Board of Directors a majority of the authorized
number of directors shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the vote 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, by the Articles of Incorporation or by these By-Laws. If a quorum shall not
be present at any meeting of the Board of Directors the directors present thereat may adjourn the
5
NY1319174.3
6. meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present. If only one director is authorized, such sole director shall constitute a
quorum.
Section 8. Unless otherwise restricted by the Articles of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
Section 9. Unless otherwise restricted by the Articles of Incorporation or these
By-Laws, members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any committee, by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
Section 10. The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each such committee to consist of one or
more of the directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers
which may require it; but no such committee shall have the power in reference to amending the
Articles of Incorporation (except that a committee may, to the extent authorized in the resolution
or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix
the designations and any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or
the exchange of such shares for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the Corporation or fix the number of shares of any
series of stock or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation; and, unless the resolution, By-Laws, or the Articles of
Incorporation expressly so provide, no such committee shall have the power or authority to
declare a dividend to authorize the issuance of stock, or to adopt Articles of Merger.
6
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7. Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
COMPENSATION OF DIRECTORS
Section 12. Unless otherwise restricted by the Articles of Incorporation or these
By-Laws, the Board of Directors shall have the authority to fix the compensation of directors.
The directors may be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
INDEMNIFICATION
Section 13. (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the Corporation, by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the action, suit or
proceeding if he either is not liable pursuant to Nevada Revised Statutes 78.138 or acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person is liable pursuant to Nevada Revised Statutes 78.138
or did not act in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation. Indemnification shall not be made
for any claim, issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation
7
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8. or for amounts paid in settlement to the Corporation unless and only to the extent that the court
in which such action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
(c) To the extent that a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or proceeding referred to
in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, he must be
indemnified by the Corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
(d) Any indemnification under paragraphs (a) and (b), unless ordered by a court
shall be made by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in the circumstances.
The determination shall be made (1) by the holders of a majority of the voting power of the
corporation's stock, (2) by the Board of Directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding, (3) if a majority vote of a quorum
consisting of directors who are not parties to the act, suit or proceeding so order, by independent
legal counsel in a written opinion, or (4) if a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
(e) Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section 13. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
(f) The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to the other paragraphs of this Section 13, (i) does not exclude any other rights
to which a person seeking indemnification or advancement of expenses may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while holding his office except that
indemnification, unless ordered by a court pursuant to paragraph (b) or for the advancement of
expenses made pursuant to paragraph (e), may not be made to or on behalf of any director or
officer if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the cause of action; and
(ii) continues for a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of such a person. If a claim for
indemnification or payment of expenses under this Section 13 is not paid in full within ninety
(90) days after a written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall
be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation
8
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9. shall have the burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
(g) The Board of Directors may authorize, by a vote of a majority of a quorum of
the Board of Directors, the Corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against such liability
under the provisions of this Section 13.
(h) The Board of Directors may authorize the Corporation to enter into a contract
with any person who is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
partnership, joint venture, trust or other enterprise providing for indemnification rights
equivalent to or, if the Board of Directors so determines, greater than those provided for in this
Section 13.
(i) For the purposes of this Section 13, references to quot;the Corporationquot; shall
include, in addition to the resulting Corporation, any constituent Corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director, officer, employee or agent
of such constituent Corporation, or is or was serving at the request of such constituent
Corporation as a director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving Corporation as he would have with respect to
such constituent Corporation if its separate existence had continued.
(j) For purposes of this section, references to quot;other enterprisesquot; shall include
employee benefit plans; references to quot;finesquot; shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to quot;serving at the request of the
Corporationquot; shall include service as a director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner quot;not
opposed to the best interests of the Corporationquot; as referred to in this section.
9
NY1319174.3
10. ARTICLE IV.
OFFICERS
Section 1. The officers of this Corporation shall be chosen by the Board of
Directors and shall include a President, a Secretary and a Treasurer. The Corporation may also
have at the discretion of the Board of Directors such other officers as are desired, including a
Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or
more may be designated as Executive Vice President, Senior Vice President, or other similar or
dissimilar title. At the time of the election of officers, the directors may by resolution determine
the order of their rank. Any number of offices may be held by the same person, unless the
Articles of Incorporation or these By-Laws otherwise provide.
Section 2. The Board of Directors, at its first meeting after each annual meeting
of stockholders, shall choose the officers of the Corporation.
Section 3. The Board of Directors may appoint such other officers and agents as
it shall deem necessary who shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
Section 4. The salaries of all officers and agents of the Corporation shall be
fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until their successors
are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the Board of Directors. If
the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by
the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board, if such an officer be elected, shall, if
present, preside at all meetings of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board of Directors or
prescribed by these By-Laws. The Chairman of the Board shall in addition be the Chief
Executive Officer of the Corporation and shall have the powers and duties prescribed in Section
7 of this Article IV, if no such officer is elected.
CHIEF EXECUTIVE OFFICER
Section 7. Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer, the Chief Executive
Officer shall, subject to the control of the Board of Directors, have general supervision, direction
10
NY1319174.3
11. and control of the business and officers of the Corporation. He shall preside at all meetings of the
Stockholders and, if there is no Chairman of the Board, at all meetings of the Board of Directors.
He shall be an ex-officio member of all committees and shall have the general powers and duties
of management usually vested in the office of Chief Executive Officer of corporations, and shall
have such other powers and duties as may be prescribed by the Board of Directors or these By-
Laws.
PRESIDENT
Section 8. In the absence or disability of the Chief Executive Officer, the
President shall perform all duties of the Chief Executive Officer, and when so acting shall have
all the powers of and be subject to all the restrictions upon the Chief Executive Officer. He shall
be an ex-officio member of all committees and shall have the general powers and duties of
management usually vested in the office of President of corporations, and shall have such other
powers and duties as may be prescribed by the Board of Directors or these By-Laws.
VICE PRESIDENTS
Section 9. In the absence or disability of the President, the Vice Presidents
(including those designated as Executive Vice President, Senior Vice President, or other similar
or dissimilar title) in order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, 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 duties as from time to time may be
prescribed for them, respectively, by the Board of Directors.
SECRETARY AND ASSISTANT SECRETARY
Section 10. The Secretary shall attend all sessions of the Board of Directors and
all meetings of the stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose; and shall perform like duties for the standing committees when
required by the Board of Directors. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws. The Secretary shall keep in
safe custody the seal of the Corporation, and affix the same to any instrument requiring it, and
when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
Section 11. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors, or if there be no such
determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence
or disability of the Secretary perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
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12. TREASURER AND ASSISTANT TREASURER
Section 12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name
and to the credit of the Corporation, in such depositories as may be designated by the Board of
Directors. 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 Board of
Directors, at its regular meetings, or when the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors, 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.
Section 13. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors, or if there be no such
determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence
or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE V.
CERTIFICATES OF STOCK
Section 1. The shares of stock of the Corporation may either be represented by
certificates or be uncertificated, as provided in section 78.235 of the Revised Nevada Statutes.
Every holder of stock of the Corporation that is represented by a certificate shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice
Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or
an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying
the number of shares represented by the certificate owned by such stockholder in the
Corporation. Shares of stock of the Corporation may also be evidenced by registration in the
holder’s name in uncertificated form and represented by an electronic record on the books of the
Corporation in accordance with a Direct Registration System approved by the Securities and
Exchange Commission and by the New York Stock Exchange or any securities exchange on
which the stock of the Corporation may from time to time be traded.
Section 2 Any or all of the signatures on the certificate may be a facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar
12
NY1319174.3
13. before such certificate is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of issue.
Section 3. If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full
or summarized on the face or back of any certificates which the Corporation may issue to
represent such class or series of stock, provided that, except as otherwise provided in section
78.195 of the Revised Nevada Statutes, in lieu of the foregoing requirements, there may be set
forth on the face or back of any certificates which the Corporation may issue a statement setting
forth the office or agency of the Corporation from which the stockholders may obtain a copy of a
statement setting forth in full or summarizing the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class of stock or series thereof that the
Corporation will furnish without charge to each stockholder who so requests. Within a
reasonable time after the issuance or transfer of uncertificated stock, the informational statement
sent to the holder of such stock shall contain, in addition to the information required by section
78.235 of the Nevada Revised Statutes, a statement setting forth the office or agency of the
Corporation from which the stockholders may obtain a copy of a statement setting forth in full or
summarizing the voting powers, designations, preferences, limitations, restrictions and relative
rights of each class of stock or series thereof that the Corporation will furnish without charge to
each stockholder who so requests.
LOST, STOLEN OR DESTROYED CERTIFICATES
Section 4. The Board of Directors may direct a new certificate or certificates or
uncertificated shares to be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of
Directors may, in its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the Corporation a bond in
such sum 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, stolen or destroyed.
TRANSFERS OF STOCK
Section 5. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a
new certificate or evidence of the issuance of uncertificated shares to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. Nothing in this Section 5
13
NY1319174.3
14. shall require the Corporation to issue a new certificate if the Corporation has determined that
such shares of stock shall be uncertificated. Uncertificated shares shall be transferable only upon
compliance with the customary procedures for transferring shares in uncertificated form recorded
electronically on a Direct Registration System.
FIXING RECORD DATE
Section 6. In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix a record date which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to any other action.
A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 7. 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 or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Nevada.
ARTICLE VI.
GENERAL PROVISIONS
DISTRIBUTIONS
Section 1. Distributions upon the capital stock 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, pursuant to law.
Section 2. Before payment of any distribution there may be set aside out of any
funds of the Corporation available for distributions such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for
equalizing distributions, or for repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the interests of the Corporation, and
the directors may abolish any such reserve.
CHECKS
14
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15. Section 3. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers, or such other persons, as the Board of Directors may from
time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
15
NY1319174.3
16. SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation and the words quot;Corporate Seal, Nevadaquot;. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
NOTICES
Section 6. 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 stockholder,
it shall not be construed to mean personal notice, but such notice may be given in any manner as
may be permitted by law reasonably intended to give actual notice, to such address, physical or
electronic, as appears on the records of the Corporation, with any required postage prepaid.
Notice to any director may be by any reasonable means, including, without limitation, mail,
personal delivery, facsimile, or electronic communication. All notices shall be deemed given
when sent.
Section 7. Whenever any notice is required to be given under the provisions of
the statutes or of the Articles of Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE VII.
AMENDMENTS
Section 1. Except as otherwise restricted in the Articles of Incorporation or these
By-Laws:
(a) Any provision of these By-Laws may be altered, amended or repealed at the
annual or any regular meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration or repeal be contained in the notice
of such special meeting.
(b) These By-Laws may also be altered, amended or repealed at a duly convened
meeting of the stockholders by the affirmative vote of the holders of a majority of the voting
power of the Corporation's stock. The stockholders may provide by resolution that any
By-law provision repealed, amended, adopted or altered by them may not be repealed, amended,
adopted or altered by the Board of Directors.
16
NY1319174.3
17. I, Harry L. Goldsmith, hereby certify that the foregoing Fourth Amended and Restated
By-Laws of AutoZone, Inc., were duly adopted at a meeting of the Board of Directors of
AutoZone, Inc., on September 26, 2007.
/s/ Harry L. Goldsmith
Harry L. Goldsmith
Secretary
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