Exhibit 3.10
BY-LAWS
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ARTICLE 1
IDENTIFICATION
SECTION 1 - NAME.
The name of the corporation shall be Tri-City Moving & Storage, Inc.
(hereinafter referred to as the "corporation").
SECTION 2 - SEAL.
The corporation shall have a corporate seal which shall be as follows: A
circular disc, on the outer margin of which shall appear the corporate name
and State of Incorporation, with the words "Corporate Seal" through the
center, so mounted that it may be used to impress these words in raised
letters upon paper. The seal shall be in charge of the secretary.
SECTION 3 - FISCAL YEAR.
The fiscal year of the corporation shall begin at the beginning of the first
day of January and end at the close of the last day of December next
succeeding.
ARTICLE II
CAPITAL STOCK
SECTION 1 - CONSIDERATION FOR SHARES.
The board of directors shall cause the corporation to issue the capital stock
of the corporation for such consideration as has been fixed by such board in
accordance with the provisions of the Articles of Incorporation.
SECTION 2 - PAYMENT OF SHARES.
Subject to the provisions of the Articles of Incorporation, the consideration
for the issuance of shares of the capital stock of the corporation may be
paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor actually performed for, or services actually rendered
to, the corporation; provided, however, that the part of the surplus of a
corporation which is transferred to capital upon the issuance of shares as a
share dividend shall be deemed to be the consideration for the issuance of
such shares. When payment of the consideration for which a share was
authorized to be issued shall have been received by the corporation, or when
surplus shall have been transferred to capital upon the issuance of a share
dividend, such share shall be declared and taken to be fully paid and not
liable to any further call or assessment, and the holder thereof shall not be
liable for any further payments thereon. In the absence of actual
BY-LAWS (Cont'd)
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fraud in the transaction, the judgment of the board of directors as to the
value of such property, labor or services received as consideration, or the
value placed by the board of directors upon the corporate assets in the event
of a share dividend shall be conclusive. Promissory notes or future services
shall not be accepted in payment or part payment of any of the capital stock
of the corporation.
SECTION 3 -- CERTIFICATES FOR SHARES.
The corporation shall issue to each shareholder a certificate signed by the
president or a vice-president, and the secretary of the corporation,
certifying the number of shares owned by him in the corporation. Where such
certificate is also signed by a transfer agent or registrar, the signatures
of the president, vice-president or secretary may be facsimiles. The
certificate shall state the name of the registered holder, the number of
shares represented thereby, the par value of each share or a statement that
such shares have no par value, and whether such shares have been fully paid
up, the certificate shall be legibly stamped to indicate the per centum which
has been paid up, and as further payments are made thereon, the certificate
shall be stamped accordingly.
If the corporation issues more than one class, every certificate issued shall
state the kind and class of shares represented thereby, and the relative
rights, interests, preferences and restrictions of such class, or a summary
thereof.
SECTION 4 -- FORM OF CERTIFICATES.
The stock certificates to represent the shares of the capital stock of this
corporation shall be in such form, not inconsistent with the laws of the
State of Indiana, as may be adopted by the board of directors.
SECTION 5 - TRANSFER OF STOCK.
Title to a certificate and to shares represented thereby can be transferred
only upon the books of the corporation by the holder named in the certificate
therefore, or by his attorney duly constituted in writing, and upon surrender
of such certificate properly endorsed by such holder; or by the secretary
when so authorized by the board of directors with or without the surrender of
such certificate.
SECTION 6 -- CLOSING OF TRANSFER BOOKS.
The transfer books shall be closed for a period of ten days prior to the date
set for any meeting of shareholders, and during such period no new
certificate of stock shall be issued by this corporation and no change or
transfer shall be made upon the records thereof.
BY-LAWS (Cont'd)
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ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1 -- PLACE OF MEETINGS.
All meetings of shareholders of the corporation shall be held at such place,
within or without the State of Indiana, as may be specified in the respective
notices or waivers of notice thereof, or proxies to represent shareholders
thereat.
SECTION 2 -- ANNUAL MEETING.
The annual meeting of the shareholders for the election of directors, and for
the transaction of such other business as may properly come before the
meeting, shall be held at ten o'clock in the forenoon of the first Monday in
June of each year, if such day is not a legal holiday, and if a holiday then
on the first following day that is not a legal holiday. If for any reason the
annual meeting of the shareholders shall not be held at the time and place
herein provided, the same may be held at any time thereafter, or the business
to be transacted at such annual meeting may be transacted at any special
meeting called for that purpose.
SECTION 3 -- SPECIAL MEETINGS.
Special meetings of the shareholders may be called by the president, by the
board of directors, or by shareholders holding not less than one-fourth of
all the shares of capital stock outstanding.
SECTION 4 -- NOTICE OF MEETINGS.
A written or printed notice, stating the place, day and hour of the meeting,
and in case of a special meeting the purpose or purposes for which the
meeting is called, shall be delivered or mailed by the secretary or by the
officers or persons calling the meeting, to each holder of the capital stock
of the corporation at the time entitled to vote, at such address as appears
upon the records of the corporation, at least ten days before the date of the
meeting. Notice of any such meeting may be waived in writing by any
shareholder if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called, and the time and place thereof.
Attendance at any meeting, in person or by proxy shall constitute a waiver of
notice of such meeting.
SECTION 5 -- VOTING AT MEETINGS.
Except as otherwise provided by law, or by the provisions of the Articles of
Incorporation, every holder of the capital stock of the corporation shall
have the right at all meetings of the shareholders of the corporation to one
vote for each share of stock standing in his name on the books of the
corporation .
BY-LAWS (Cont'd)
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No share shall be voted at any meeting:
(1) Upon which an installment is due and unpaid; or
(2) Which shall have been transferred on the books of the corporation
within ten days next preceding the date of the meeting; or
(3) Which belongs to the corporation.
SECTION 6 - PROXIES.
A shareholder may vote, either in person or by proxy executed in writing, by
the shareholder, or a duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein.
SECTION 7 - QUORUM.
Unless otherwise provided by the Articles of Incorporation, at any meeting of
shareholders, a majority of the shares of the capital stock outstanding and
entitled to vote, represented in person or by proxy, shall constitute a
quorum.
SECTION 8 - ORGANIZATION.
The president, and in his absence, the vice-president, and in their absence,
any shareholder chosen by the shareholders present, shall call meetings of
the shareholders to order and shall act as chairman of such meetings, and the
secretary of the company shall act as secretary of all meetings of the
shareholders. In the absence of the secretary, the presiding officer may
appoint a shareholder to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1 - BOARD OF DIRECTORS.
The board of directors shall consist of three members, who shall be elected
annually by a majority of the shares represented at the annual meeting of the
shareholders. Such directors shall hold office until the next annual meeting
of the shareholders and until their successors are elected and qualified. A
majority of the directors must be citizens of the United States.
BY-LAWS (Cont'd)
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SECTION 2 -- DUTIES.
The corporate power of this corporation shall be vested in the board of
directors, who shall have the management and control of the business of the
corporation. They shall employ such agents and servants as they may deem
advisable, and fix the rate of compensation of all agents, employees and
officers.
SECTION 3 -- RESIGNATION.
A director may resign at any time by filing his written resignation with the
secretary.
SECTION 4 -- REMOVAL.
Any director may be removed for cause at any time at any regular meeting or
at such a special meeting of the shareholders of the corporation called for
such purpose, by the affirmative vote of the holders of a majority of the
shares outstanding.
SECTION 5 -- VACANCIES.
In case of any vacancy in the board of directors through death, resignation,
removal or other cause, the remaining directors by the affirmative vote of a
majority thereof may elect a successor to fill such vacancy until the next
annual meeting and until his successor is elected and qualified. If the vote
of the remaining members of the board shall result in a tie, the vacancy
shall be filled by shareholders at the annual meeting or a special meeting.
SECTION 6 -- ANNUAL MEETINGS.
The board of directors shall meet each year immediately after the annual
meeting of the shareholders, at the place where such meeting of the
shareholders has been held, for the purpose of organization, election of
officers, and consideration of any other business that may be brought before
the meeting. No notice shall be necessary for the holding of this annual
meeting. If such meeting is not held as above provided, the election of
officers may be had at any subsequent meeting of the board specifically
called in the manner provided in Article IV, Section 7 of these by-laws.
SECTION 7 -- OTHER MEETINGS.
Other meetings of the board of directors may be held upon the call of the
president, or of two or more members of the board of directors, at any place
within or without the State of Indiana, upon forty-eight hours' notice,
specifying the time, place and general purposes of the meeting, given to each
director, either personally, by mailing, or by telegram. At any meeting at
which all directors are present, notice of the time, place and purpose
thereof shall be deemed waived; and similar notice may likewise be waived by
absent directors, either by written instrument or by telegram.
BY-LAWS (Cont'd)
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SECTION 8 -- QUORUM.
At any meeting of the board of directors, the presence of a majority of the
members of the board then qualified and acting shall constitute a quorum for
the transaction of any business except the filling of vacancies in the board
of directors.
SECTION 9 -- ORGANIZATION.
The president and, in his absence, the vice-president, and in their absence,
any director chosen by the directors present, shall call meetings of the board
of directors to order, and shall act as chairman of such meetings. The
secretary of the company shall act as secretary of the board of directors,
but in the absence of the secretary, the presiding officer may appoint any
director to act as secretary of the meeting.
SECTION 10 -- ORDER OF BUSINESS.
The order of business at all meetings of the board of directors shall be as
follows:
(1) Roll call,
(2) Reading of the Minutes of the preceding meeting and action thereon,
(3) Reports of officers,
(4) Reports of committees,
(5) Unfinished business,
(6) Miscellaneous business,
(7) New business.
ARTICLE V
OFFICERS OF THE CORPORATION
SECTION 1 -- OFFICERS.
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary and a treasurer. Any two or more offices may be
held by the same person, except that the duties of the president and
secretary shall not be performed by the same person. The board of directors
by resolution may create and define the duties of other offices in the
corporation, and may elect or appoint persons to fill such offices.
SECTION 2 -- VACANCIES.
Whenever any vacancies shall occur in any office by death, resignation,
increase in the number of offices of the corporation, or otherwise, the same
shall be filled by the board of directors, and the officer so elected shall
hold office until his successor is chosen and qualified.
BY-LAWS (Cont'd)
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SECTION 3 -- PRESIDENT.
The president shall preside at all meetings of shareholders and directors,
discharge all the duties which devolve upon a presiding officer, and perform
such other duties as this code of by-laws provides, or the board of directors
may prescribe.
The president shall have full authority to execute proxies in behalf of the
corporation, to vote stock owned by it in any other corporation, and to
execute, with the secretary, powers of attorney appointing other
corporations, partnerships, or individuals the agent of the corporation, all
subject to the provisions of The Indiana General Corporation Act of 1929, as
amended, the Articles of Incorporation and this code of by-laws.
SECTION 4 -- VICE-PRESIDENT.
The vice-president shall perform all duties incumbent upon the president
during the absence or disability of the president, and perform such other
duties as this code of by-laws may require or the board of directors may
prescribe.
SECTION 5 -- SECRETARY.
The secretary shall have the custody and care of the corporate seal, records,
minutes and stock books of the corporation. He shall attend all meetings of
the shareholders and of the board of directors, and shall keep, or cause to
be kept in a book provided for the purpose, a true and complete record of the
proceedings of such meetings, and shall perform a like duty for all standing
committees appointed by the board of directors, when required. He shall
attend to the giving and serving of all notices of the corporation, shall
file and take charge of all papers and documents belonging to the corporation
and shall perform such other duties as this code of by-laws may require or
the board of directors may prescribe.
SECTION 6 -- TREASURER.
The treasurer shall keep correct and complete records of account, showing
accurately at all times, the financial condition of the corporation. He
shall be the legal custodian of all moneys, notes, securities and other
valuables which may from time to time come into the possession of the
corporation. He shall immediately deposit all funds of the corporation
coming into his hands in some reliable bank or other depository to be
designated by the board of directors, and shall keep such bank account in the
name of the corporation. He shall furnish at meetings of the board of
directors, or whenever requested, a statement of the financial condition of
the corporation, and shall perform such other duties as this code of by-laws
may require or the board of directors may prescribe. The treasurer may be
required to furnish bond in such amount as shall be determined by the board
of directors.
BY-LAWS (Cont'd)
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SECTION 7 -- DELEGATION OF AUTHORITY.
In case of the absence of any officer of the corporation, or for any other
reason that the board of directors may deem sufficient, the board of
directors may delegate the powers or duties of such officer to any other
officer or to any director, for the time being, provided a majority of the
entire board of directors concurs therein.
SECTION 8 -- EXECUTION OF DOCUMENTS.
Unless otherwise provided by the board of directors, all contracts, leases,
commercial paper and other instruments in writing and legal documents, shall
be signed by the president and attested by the secretary. All bonds deeds and
mortgages shall be signed by the president and attested by the secretary. All
certificates of stock shall be signed by the president or vice-president and
the secretary or assistant secretary.
All checks, drafts, notes and orders for the payment of money shall be signed
by those officers or employees of the corporation as the directors may from
time to time designate.
SECTION 9 -- LOANS TO OFFICERS.
No loan of money or property or any advance on account of services to be
performed in the future shall be made to any officer or director of the
corporation.
ARTICLE VI
CORPORATE BOOKS
SECTION 1 -- PLACE OF KEEPING, IN GENERAL.
Except as otherwise provided by the laws of the State of Indiana, by the
Articles of Incorporation of the corporation or by these by-laws, the books
and records of the corporation may be kept at such place or places, within or
without the State of Indiana, as the board of directors may from time to time
by resolution determine.
SECTION 2 -- STOCK REGISTER OR TRANSFER BOOK.
The original or duplicate stock register or transfer book, or in case a stock
registrar or transfer agent shall be employed by the corporation either
within or without the State of Indiana, a complete and accurate shareholders
list, alphabetically arranged, giving the names and addresses of all
shareholders, the number and classes of shares held by each, shall be kept at
the principal office of the corporation in the State of Indiana.
BY-LAWS (Cont'd)
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ARTICLE VII
AMENDMENTS
SECTION 1 -- AMENDMENTS.
By-Laws may be adopted, amended or repealed at any meeting of the board of
directors by the vote of a majority thereof, unless the Articles of
Incorporation provide for the adoption, amendment or repeal by the
shareholders, in which event, action thereon may be taken at any meeting of
the shareholders by the vote of a majority of the voting shares outstanding.
