|
|
|
|
Document Preview Bylaws |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Bylaws |
|||
|
Entities: |
|
|||
|
Date: |
2008 |
|||
|
Size: |
63KB total |
|||
|
Price: |
$39 |
|||
|
ID: |
#3290122 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
BY-LAWS
OF
KAR HOLDINGS, INC.
A Delaware Corporation
Effective November 9th, 2006
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I | ||||
| OFFICES | ||||
| Section 1. | Registered Office | 1 | ||
| Section 2. | Other Offices | 1 | ||
| ARTICLE II | ||||
| MEETINGS OF STOCKHOLDERS | ||||
| Section 1. | Place of Meetings | 1 | ||
| Section 2. | Annual Meetings | 1 | ||
| Section 3. | Special Meetings | 2 | ||
| Section 4. | Notice | 2 | ||
| Section 5. | Adjournments | 3 | ||
| Section 6. | Quorum | 3 | ||
| Section 7. | Voting | 4 | ||
| Section 8. | Proxies | 4 | ||
| Section 9. | Consent of Stockholders in Lieu of Meeting | 6 | ||
| Section 10. | List of Stockholders Entitled to Vote | 8 | ||
| Section 11. | Record Date | 8 | ||
| Section 12. | Stock Ledger | 10 | ||
| Section 13. | Conduct of Meetings | 10 | ||
| Section 14. | Inspectors of Election | 11 | ||
| ARTICLE III | ||||
| DIRECTORS | ||||
| Section 1. | Number and Election of Directors | 12 | ||
| Section 2. | Vacancies | 13 | ||
| Section 3. | Duties and Powers | 13 | ||
| Section 4. | Meetings | 13 | ||
| Section 5. | Organization | 14 | ||
| Section 6. | Resignations and Removals of Directors | 14 | ||
| Section 7. | Quorum | 15 | ||
i
| Section 8. | Actions of the Board by Written Consent | 15 | ||
| Section 9. | Meetings by Means of Conference Telephone | 15 | ||
| Section 10. | Committees | 16 | ||
| Section 11. | Compensation | 17 | ||
| Section 12. | Interested Directors | 17 | ||
| ARTICLE IV | ||||
| OFFICERS | ||||
| Section 1. | General | 18 | ||
| Section 2. | Election | 19 | ||
| Section 3. | Voting Securities Owned by the Corporation | 19 | ||
| Section 4. | Chairman of the Board of Directors | 20 | ||
| Section 5. | President | 20 | ||
| Section 6. | Vice Presidents | 21 | ||
| Section 7. | Secretary | 22 | ||
| Section 8. | Treasurer | 23 | ||
| Section 9. | Assistant Secretaries | 24 | ||
| Section 10. | Assistant Treasurers | 24 | ||
| Section 11. | Other Officers | 25 | ||
| ARTICLE V | ||||
| STOCK | ||||
| Section 1. | Form of Certificates | 25 | ||
| Section 2. | Signatures | 25 | ||
| Section 3. | Lost Certificates | 26 | ||
| Section 4. | Transfers | 26 | ||
| Section 5. | Dividend Record Date | 27 | ||
| Section 6. | Record Owners | 27 | ||
| Section 7. | Transfer and Registry Agents | 28 | ||
| ARTICLE VI | ||||
| NOTICES | ||||
| Section 1. | Notices | 28 | ||
| Section 2. | Waivers of Notice | 29 | ||
ii
| ARTICLE VII | ||||
| GENERAL PROVISIONS | ||||
| Section 1. | Dividends | 29 | ||
| Section 2. | Disbursements | 30 | ||
| Section 3. | Fiscal Year | 30 | ||
| Section 4. | Corporate Seal | 30 | ||
| ARTICLE VIII | ||||
| INDEMNIFICATION | ||||
| Section 1. | Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation | 31 | ||
| Section 2. | Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation | 32 | ||
| Section 3. | Authorization of Indemnification | 33 | ||
| Section 4. | Good Faith Defined | 34 | ||
| Section 5. | Indemnification by a Court | 35 | ||
| Section 6. | Expenses Payable in Advance | 36 | ||
| Section 7. | Nonexclusivity of Indemnification and Advancement of Expenses | 36 | ||
| Section 8. | Insurance | 37 | ||
| Section 9. | Certain Definitions | 37 | ||
| Section 10. | Survival of Indemnification and Advancement of Expenses | 38 | ||
| Section 11. | Limitation on Indemnification | 39 | ||
| Section 12. | Indemnification of Employees and Agents | 39 | ||
| ARTICLE IX | ||||
| AMENDMENTS | ||||
| Section 1. | Amendments | 40 | ||
| Section 2. | Entire Board of Directors | 40 | ||
iii
BY-LAWS
OF
KAR HOLDINGS, INC.
(hereinafter called the ?Corporation?)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us