Bylaws - Bertucci's of Owings Mills Inc.
BYLAWS
OF
BERTUCCI'S OF OWINGS MILLS, INC.
[Now known as Bertucci's of Baltimore County, Inc.]
ARTICLE I
STOCKHOLDERS
Section 1. The annual meeting of the Stockholders of the Corporation
shall be held on the first day of February of every year at 4 o'clock P.M. Ten
days written or printed notice stating the place, day and hour of each annual
meeting shall be given in the manner provided in Section I of Article X hereof.
The business to be transacted at the annual meetings shall include the election
of directors, consideration and action upon the reports of officers and
directors and any other business within the power of the Corporation. All annual
meetings shall be general meetings.
Section 2. At any time in the interval between annual meetings,
special meetings of stockholders may be called by the President, or by a
majority of the Board of Directors, upon ten days written or printed notice,
stating the place, day and hour, of such meeting and the business proposed to be
transacted thereat. Such notice shall be given in the manner provided in Section
I of Article X. No business shall be transacted at any special meeting except
that named in the notice.
Section 3. Upon the request in writing, delivered to the President,
Secretary, or any Director, by the holders of a majority of all shares
outstanding and entitled to vote, it shall be the duty of such President,
Secretary or director to call forthwith a special meeting of the stockholders.
If the person to whom such request in writing shall have been delivered shall
fail to issue a call for such meeting within ten days after the receipt of such
request, then the stockholders owning a majority of the voting shares, may do so
upon giving fifteen days' notice of the time, place and object of the meeting
either in the manner provided in Section I of Article X or by advertisement
inserted in a newspaper published in the city in which the principal office of
the Corporation is situated.
Section 4. At any special meeting of the stockholders called in the
manner provided for by this Article, any Director or Directors may, by a vote of
a majority of all shares of stock outstanding and entitled to vote, be removed
from office, and another or others appointed in his or their places to serve for
the remainder of his or their terms.
Section 5. At all meetings of stockholders, any stockholder shall be
entitled to vote by proxy. Such proxy shall be in writing and dated but need not
be sealed, witnessed or acknowledged. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
Section 6. At any meeting of stockholders, the presence in person or
by proxy of stockholders entitled to cast a majority of all the votes entitled
to be cast at such meeting shall constitute a quorum; but this section shall not
affect any requirement under any statute or the charter for the vote necessary
for the adoption of any measure. If, however, such quorum shall not be present
at any meeting of the stockholders, the stockholders entitled to vote at such
meeting, present in person or by proxy, shall have power to adjourn the meeting
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from time to time to a date not more than 120 days after the original record
date without notice other than announcement at the meeting until such quorum
shall be present. At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally notified.
Section 7. At all meetings of stockholders, the proxies shall be filed
with and be verified by the Secretary of the Corporation, or if the meeting
shall so decide, by the Secretary of the meeting.
Section 8. All meetings of the stockholders may be held outside the
State of Maryland; provided, however, that unless the stockholders entitled to
cast a majority in number of votes at any meeting either (a) consent in writing
executed and filed with the records of the meeting either before or after the
holding thereof to the holding of such meeting outside the State or (b) appear
by their addresses as shown on the books of the Corporation to be nonresidents
of Maryland, meetings of stockholders shall be held within the State of
Maryland. Such meetings may be held at the principal office of the Corporation,
or at such other lawful place designated in the notice of the meeting.
Section 9. ORDER OF BUSINESS. At all meetings of stockholders, any
stockholder present and entitled to vote in person or by proxy shall be entitled
to require, by written request to the Chairman of the meeting, that the order of
business shall be as follows:
(1) Organization.
(2) Proof of notice of meeting or of waivers thereof. (The certificate
of the Secretary of the Corporation, or the affidavit of any other person who
mailed the notice or caused the same to be mailed, being proof of service of
notice by mail.)
(3) Submission by Secretary or by Inspectors, if any shall have been
elected or appointed, of list of stockholders entitled to vote, present in
person or by proxy.
(4) If an annual meeting, or a meeting called for that purpose,
reading of unapproved minutes of preceding meetings, and action thereon.
(5) Reports.
(6) If an annual meeting, or a meeting called for that purpose, the
election of Directors.
(7) Unfinished business.
(8) New Business.
(9) Adjournment.
Section 10. Any action required or permitted to be taken at a meeting
of stockholders may be taken without a meeting if a consent in writing, setting
forth such action, is signed by each stockholder entitled to vote on the matter
and any other stockholder entitled to notice of a meeting of stockholders (but
not to vote thereat) has waived in writing any right to dissent from such
action, and such consent and waiver are filed with the minutes of proceedings of
the stockholders.
ARTICLE II
DIRECTORS
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Section 1. The Board of Directors shall have the control and
management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation, all the rights and privileges legally exercisable by the
Corporation, except as otherwise provided by law, by the charter or by these
Bylaws. A Director need not be a stockholder.
Section 2. The number of Directors of the Corporation shall be the
number in the charter; provided, however, that by vote of a majority of the
whole Board of Directors such number may be increased, or from time to time
decreased to a number not less than the lesser of three (3) or the number of
stockholders of the Corporation. The first directors of the Corporation shall
hold their office until the first annual meeting of the Corporation, or until
their successors are elected and qualify, and thereafter the directors shall
hold office for the term of one year, or until their successors are elected and
qualify.
Section 3. If the office of a director becomes vacant, or if the
number of directors is increased, such vacancy may be filled by the Board by a
vote of a majority of directors then in office although such majority is less
than a quorum. The stockholders may, however, at any time during the term of
such director, elect some other person to fill said vacancy and thereupon the
election by the Board shall be superseded and such election by the stockholders
shall be deemed a filling of the vacancy and not a removal and may be made at
any meeting called for that purpose.
If the entire Board of Directors shall become vacant, any stockholder
may call a special meeting in the same manner that the President may call such a
meeting, said special meeting, in the manner provided for their election at
annual meetings.
Any vacancies on the Board of Directors caused by resignation, death
or otherwise may be filled by the stockholders at any regular or special meeting
or may be filled for the balance of the term by a person elected by the majority
of the remaining directors. The person so chosen as Director shall hold office
until the next annual meeting of stockholders and until his successor is duly
elected and qualifies.
Section 4. The Board shall meet for the election of officers and any
other business as soon as practicable after the adjournment of the annual
meeting of the stockholders.
Section 5. Special meetings of the Board may be called by the
President or by a majority of the directors. At least twenty-four hours' notice
shall be given of all special meetings; with the consent of the majority of the
directors, a shorter notice may be given.
Section 6. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but such number may be decreased and/or
increased at any time or from time to time by vote of a majority of the entire
Board to any number not less than two directors or not less than one-third of
the directors, whichever is greater.
Section 7. Regular or special meetings of the Board may be held within
or without the State of Maryland, as the Board may from time to time determine.
The time and place of meeting may be fixed by the party making the call.
Section 8. The Board of Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the affairs of the
Corporation, as they may deem proper and not inconsistent with the laws of the
State of Maryland or these Bylaws or the certificate of incorporation.
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Section 9. A quorum for the transaction of business at every meeting
of the Board of Directors shall consist of a majority of the Board of Directors,
and the vote of a majority of those present at a meeting at which a quorum is
present shall be required to pass any measure or resolution unless a greater
number is required by the statute or by the Charter or by these Bylaws. If less
than a quorum of Directors is present at said meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice. The Directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Directors to leave less than a quorum.
Section 10. Members of the Board of Directors may participate in a
meeting by means of a conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 11. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting, if a unanimous
written consent which sets forth the action is signed by each Director and such
consent is filed with the minutes of proceedings of the Board of Directors.
Section 12. The directors, as such, may receive a stated salary for
their services, and/or fixed sum and expenses of attendance may be allowed for
attendance at each regular meeting or special meeting of the Board of Directors;
such stated salary and/or attendance fee shall be determined by resolution of
the Board unless the stockholders have adopted a resolution relating thereto,
provided that nothing herein contained shall be construed to preclude a director
from serving in any other capacity and receiving compensation therefor.
ARTICLE III
COMMITTEES
Section 1. The Board of Directors may appoint from among its members
an Executive Committee and other committees, composed of two or more Directors,
to serve at the pleasure of the Board of Directors.
Section 2. The Board of Directors may delegate to committees appointed
under Section 1 of this Article any of the powers of the Board of Directors
except as prohibited by law.
Section 3. In the absence of any member of any such committee, the
members thereof present at any meeting, whether or not they constitute a quorum,
may appoint a Director to act in the place of such absent member.
Section 4. Members of a committee of the Board of Directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.
Section 5. Any action required or permitted to be taken at any meeting
of a committee of the Board of Directors may be taken without a meeting, if an
unanimous consent which sets forth the action is signed by each member of the
committee and such consent is filed with the minutes of the proceedings of such
committee.
Section 6. The minutes of any meeting of a committee shall be
distributed to each member of the Board of Directors.
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ARTICLE IV
OFFICERS
Section 1. The officers of the Corporation shall consist of a
President, Secretary and Treasurer and also may consist of one or more
Vice-Presidents, one or more Assistant Treasurers, one or more Assistant
Secretaries and such other officers as the Board may determine from time to
time. The officers of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as may be convenient.
Each officer shall hold office until his successor is duly elected and qualifies
or until his death, resignation or removal in the manner hereinafter provided.
Any two or more offices except President and Vice-President may be held by the
same person. In its discretion, the Board of Directors may leave vacant any
office except that of President, Treasurer and Secretary. Election or
appointment of an officer or agent shall not in itself create contract rights
between the Corporation and such officer or agent.
Section 2. Any officer or agent of the Corporation may be removed by
the Board of Directors if in its judgment the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 3. A vacancy in any office may be filled by the Board of
Directors.
Section 4. PRESIDENT. The President shall in general supervise and
control all of the business and affairs of the Corporation. Unless the President
is not a member of the Board of Directors, he shall preside at all meetings of
the Board of Directors and of the stockholders at which he shall be present. The
President shall be an ex officio member of all committees that may, from time to
time, be constituted by the Board of Directors. He may execute any deed,
mortgage, bond, contract or other instrument which the Board of Directors has
authorized to be executed except in cases where the execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law to be otherwise
executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 5. VICE PRESIDENTS. In the absence of the President or in the
event of a vacancy in such office, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) shall perform 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; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. The Board of
Directors may designate one or more Vice Presidents as executive, senior or
Assistant Vice President or as Vice President for particular areas of
responsibility.
Section 6. SECRETARY. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders, the Board of Directors and committees of the
Board in one or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the corporate records and of the seal of the
Corporation, if the Corporation shall have a seal; (d) keep a register of the
post office address of each stockholder which shall be furnished to the
Secretary by such stockholder; (e) have general charge of the stock transfer
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books of the Corporation; and (f) in general perform such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
Section 7. TREASURER. 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 monies and other valuable effects in the name and to the credit of
the Corporation in such depositaries 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 President and Board of Directors, at the regular meetings of the
Board or whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
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, all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
Section 8. ASSISTANT SECRETARIES AND ASSISTANT Treasurers. The
Assistant Secretaries and Assistant Treasurers, in general, shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the President or the Board of Directors. The Assistant Treasurers shall,
if required by the Board of Directors, give bonds for the faithful performance
of their duties in such sums and with such sureties as shall be satisfactory to
the Board of Directors.
Section 9. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he is also
a Director of the Corporation.
ARTICLE V
RESIGNATION
Any director or officer may resign his office at any time; such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE VI
COMMERCIAL PAPER, ETC.
Section 1. All bills, notes, checks, drafts and commercial paper of
all kinds to be executed by the Corporation as maker, acceptor, endorser or
otherwise, and all assignments and transfers of stock, contracts, or written
obligations of the Corporation, and all negotiable instruments shall be made in
the name of the Corporation and shall be signed by such person or persons as the
Board of Directors may from time to time designate.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall cover such period of twelve
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months as the Board of Directors may determine.
ARTICLE VIII
SEAL
The seal of the Corporation shall be a disc inscribed with the name of
the Corporation, the year, and the State in which it is incorporated.
ARTICLE IX
ISSUE, TRANSFER AND REDEMPTION OF STOCK
Section 1. All certificates of stock shall be signed by the President
or any Vice-President, and by the Treasurer or Assistant Treasurer or Secretary
or Assistant Secretary, and sealed with the seal of the Corporation.
Section 2. No transfers of stock shall be recognized or binding upon
the Corporation until recorded on the books of the Corporation upon surrender
and cancellation of certificates for a like number of shares.
Section 3. The Board of Directors shall have power and authority to
determine the form of stock certificates (except insofar as prescribed by law),
and to make all such rules and regulations, as they may deem expedient
concerning the issue, transfer and registration of said certificates, and to
appoint one or more transfer agents and/or registrars to countersign and
register the same.
Section 4. The Board of Directors may fix the time not exceeding
twenty days preceding the date of any meeting of stockholders, any dividend
payment date or any date for the allotment of rights, during which the books of
the Corporation shall be closed against transfers of stock, or the Board of
Directors may fix a date not exceeding thirty days preceding the date of any
meeting of stockholders, any dividend payment date or any date for the allotment
of rights as a record date for the determination of the stockholders entitled to
notice of and to vote such meeting, or entitled to receive such dividends or
rights, as the case may be, and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.
Section 5. In case any certificate of stock is lost, mutilated, or
destroyed, the Board of Directors may issue a new certificate in place thereof,
upon indemnity to the Corporation against loss and upon such other terms and
conditions as the Board of Directors may deem advisable.
ARTICLE X
NOTICE
SECTION 1. Whenever by law or these Bylaws, notice is required to be
given to any stockholder, such notice may be given to each stockholder by
leaving the same with him or at his residence or usual place of business, or by
mailing it, postage prepaid, and addressed to him at his address as it appears
on the books of the Corporation; such leaving or mailing of notice shall be
deemed the time of giving such notice.
SECTION 2. Whenever by law or these By-laws notice is required to be
given to any Director or Officer, such notice may be given in any one of the
following ways: by personal notice to such Director or Officer, by telephone
communication with such Director or Officer personally, by wire, addressed to
such Director or Officer at his then address or at his address as it appears on
the books of the Corporation, or by depositing the same in writing in the
post-office or in a letter box in a postpaid, sealed wrapper addressed to such
Director or Officer at his then address or at his address as it appears on the
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books of the Corporation; and the time when such notice shall be mailed or
consigned to a telegraph company for delivery shall be deemed to be the time of
the giving of such notice.
SECTION 3. Notice to any stockholder or Director of the time, place
and/or purpose of any meeting of stockholders or Directors required by these
By-laws may be dispensed with if such stockholder shall either attend in person
or by proxy, or if such Director shall attend in person, or if such absent
stockholder or Director, shall, in writing filed with the records of the meeting
either before or after the holding thereof, waive such notice.
ARTICLE XI
VOTING OF STOCK IN OTHER CORPORATIONS
Any stock in other corporations, which may from time to time be held
by the Corporation, may be represented and voted at any meeting of stockholders
of such other corporations by its President or a Vice-President or by proxy or
proxies appointed by its President or a Vice-President; or otherwise pursuant to
authorization thereunto given by resolution of the Board of Directors adopted by
a vote of a majority of the Directors.
ARTICLE XII
INDEMNIFICATION
Section 1. The Corporation shall, with approval of the Board of
Directors, indemnify (i) any individual who is a present or former Director or
officer of the Corporation or (ii) any individual who serves or has served in
another Corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a Director or officer, or as a partner or trustee of
such partnership or employee benefit plan, at the request of the Corporation and
who by reason of service in that capacity was, is or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to the full extent
permitted under the Maryland General Corporation Law. The Corporation may, with
the approval of its Board of Directors, provide such indemnification for a
person who formerly served a predecessor of the Corporation in any of the
capacities described in (i) or (ii) above and for any employee or agent of the
Corporation or a predecessor of the Corporation.
Section 2. Reasonable expenses incurred by a Director or officer who
is or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, may be paid or reimbursed by the Corporation, upon the approval
of the Board of Directors, in advance of the final disposition of the proceeding
upon receipt by the Corporation of (i) a written affirmation by the party
seeking indemnification that he has a good faith belief that the standard of
conduct necessary for indemnification by the Corporation as authorized herein
has been met and (ii) a written undertaking by or on behalf of the party seeking
indemnification to repay the amount if it shall ultimately be determined that
the standard of conduct has not been met.
ARTICLE XIII
AMENDMENTS
These Bylaws may be added to, amended, repealed or suspended by a
majority vote of all the stock then outstanding and entitled to vote at any
regular meeting of the Company or any special meeting called for that purpose or
the Board of Directors, by the majority vote of the entire Board, may make,
alter, and repeal additional and supplementary Bylaws not inconsistent with any
of the Bylaws adopted by the stockholders; but any such additional or
supplementary Bylaws may be altered or repealed by the stockholders.
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APPROVED AND ADOPTED ON:
DATE:
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Secretary