Exhibit 3.34
BYLAWS
OF
CASA TRUCKING, INC.
ARTICLE I
Offices, Corporate Seal and
Shareholder Control Agreement
Section 1.01. Registered and Other Offices. The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or statement of the Board of Directors filed with the Secretary of State of
Minnesota changing the registered office in the manner prescribed by law. The
corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time, determine.
Section 1.02. Corporate Seal. If so directed by the Board of Directors by
resolution, the corporation may use a corporate seal. The failure to use such
seal, however, shall not affect the validity of any documents executed on behalf
of the corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by law.
Section 1.03. Shareholder Voting Agreement. In the event of any conflict
or inconsistency between these Bylaws, or any amendment thereto, and any
shareholder voting agreement, whenever adopted, such shareholder voting
agreement shall govern.
ARTICLE II
Meetings of Shareholders
Section 2.01. Time and Place of Meetings. Regular or special meetings of
the shareholders, if any, shall be held on the date and at the time and place
fixed by the Chief Executive Officer, the Chairman of the Board, or the Board of
Directors, except that a regular or special meeting called by, or at the demand
of a shareholder or shareholders, pursuant to Minnesota Statutes, Section
302A.431, Subd. 2, shall be held in the county where the principal executive
office is located.
Section 2.02. Regular Meetings. At any regular meeting of the shareholders
there shall be an election of qualified successors for directors who serve for
an indefinite term or whose terms have expired or are due to expire within six
months after the date of the meeting. Any business appropriate for action by the
shareholders may be transacted at a regular meeting. No meeting shall be
considered a regular meeting unless specifically designated as such in the
notice of meeting or unless all the shareholders are present in person or by
proxy and none of them objects to such designation. Regular meetings may be held
no more frequently than once per year.
Section 2.03. Demand by Shareholders. Regular or special meetings may be
demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively. If a regular meeting of shareholders has not been held during the
immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written notice of demand given to the Chief
Executive Officer or the Chief Financial Officer of the corporation. A
shareholder or shareholders holding ten percent or more of the voting power of
all shares entitled to vote may demand a special meeting of shareholders by
written notice of demand given to the Chief Executive Officer or Chief Financial
Officer of the corporation and containing the purposes of the meeting. Within 30
days after receipt of the demand by one of those officers, the board shall cause
a special meeting of shareholders to be called and held on notice no later than
90 days after receipt of the demand, all at the expense of the corporation. If
the Board of Directors fails to cause a special meeting to be called and held as
required by this section, the shareholder or shareholders making the demand may
call the meeting by giving notice as required by Minnesota Statutes, Section
302A.435, all at the expense of the corporation. The business transacted at a
special meeting is limited to the purposes stated in the notice of the meeting.
Any business transacted at a special meeting that is not included in those
stated purposes is voidable by or on behalf of the corporation, unless all of
the shareholders have waived notice of the meeting in accordance with Minnesota
Statutes, Section 302A.435.
Section 2.04. Quorum; Adjourned Meetings. The holders of a majority of the
voting power of the shares entitled to vote at a meeting constitute a quorum for
the transaction of business at such a meeting. Notwithstanding the preceding
sentence, if an action is required to be taken by the holders of a particular
series of Common Stock voting as a series, then the holders of a majority of the
voting power of the shares of such series entitled to vote at a meeting
constitute a quorum for the transaction of such business. Holders may be present
at a meeting either in person or by proxy. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though withdrawal of shareholders
originally present leaves less than the proportion or number otherwise required
for a quorum. In case a quorum shall not be present in person or by proxy at a
meeting, those present in person or by proxy may adjourn to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment shall be
mailed to each shareholder entitled to vote a least five days before such
adjourned meeting. If a quorum is present in person or by proxy, a meeting may
be adjourned from time to time without notice, other than announcement at the
meeting. At adjourned meetings at which a quorum is present in person or by
proxy, any business may be transacted at the meeting as originally noticed.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by the Articles of Incorporation or a
shareholder voting agreement adopted pursuant to Minnesota Statutes, Section
302A.455, each shareholder shall have one vote for each share
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held. Upon demand of any shareholder, the vote upon any question before the
meeting shall be by ballot.
Section 2.05. Notice of Meetings. Notice of all meetings of shareholders
shall be given to every holder of voting shares, except where the meeting is an
adjourned meeting and the date, time and place of the meeting were announced at
the time of adjournment. The notice shall be given at least 14, but not more
than 60 days before the date of the meeting, except that written notice of a
meeting at which an agreement of merger is to be considered shall be given to
all shareholders, whether entitled to vote or not, at least 14 days prior
thereto. Every notice of any special meeting shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the call, unless all
of the shareholders are present in person or by proxy and none of them objects
to consideration of a particular item of business.
Section 2.06. Notice of Meetings. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.
Section 2.07. Waiver of Notice. Authorization Without a Meeting. Any
action required or permitted to be taken at a meeting of the shareholders may be
taken without a meeting as authorized by law.
Section 2.08. Record Date. The Board of Directors may fix a time, not
exceeding 60 days preceding the date of any meeting of shareholders, as a record
date for the determination of the shareholders entitled to notice of and to vote
at such meeting, notwithstanding any transfer of shares on the books of the
corporation after any record date so fixed. The Board of Directors may close the
books of the corporation against the transfer of shares during the whole or any
part of such period. If the Board of Directors fails to fix a record date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of the shareholders, the record date shall be the twentieth day
preceding the date of such meeting.
ARTICLE III
Section 3.01. The business and affairs of the corporation shall be managed
by or shall be under the direction of the Board of Directors.
Section 3.02. Number. Qualifications and Term of Office. The number of
directors shall consist of not less than three, except that in cases where all
of the shares of the corporation are owned beneficially and of record by less
than three persons, the number of directors may be less than three but not less
than the number of shareholders. The number of directors to be elected from time
to time shall be established by the Board of Directors. Directors need not be
shareholders. Each of the directors shall hold office until the regular meeting
of the
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shareholders next held after his election, until his, successor shall have been
elected and shall qualify, or until he shall resign or shall have been removed.
Section 3.03. Board Meetings; Place and Notice. Meetings of the Board of
Directors may be held from time to time at any place within or without the State
of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. Special or regular
meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer, or the Chief Financial Officer, upon not less than
48 hours notice. Any director may call a Board meeting by giving not less than
five business days notice to all directors of the date and time of the meeting.
The notice need not state the purpose of the meeting. Notice may be given by
mail, telephone, telegram, or in person. If the meeting schedule is adopted by
the Board of Directors, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.
Section 3.04. Waiver of Notice. A director may waive notice of a meeting
of the Board. A waiver of notice by a director is effective, whether given
before, at or after the meeting and whether given in writing, orally or by
attendance.
Section 3.05. Authorization Without a Meeting. Any action required or
permitted to be taken at a board meeting may be taken without a meeting as
authorized by law.
Section 3.06. Quorum. A majority of directors currently holding office
shall constitute a quorum for the transaction of business.
Section 3.07. Committees. The Board of Directors may, by resolution,
establish one or more committees in the manner provided by law. Such committees
shall have the power and authority granted to them by the Board of Directors in
such resolution, subject to any limitation imposed by law. Except for the
Executive Committee, committee members need not be directors. The corporation
may have an Executive Committee which shall have such power and authority as the
Board of Directors may specify in a resolution, said committee to consist of not
less than three nor more than five persons, one of whom shall be the Chief
Executive Officer of the corporation who shall serve as its Chairman, unless
said Committee determines otherwise by resolution.
Section 3.08. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a Board meeting. If the
director is not present at the meeting, consent or opposition to a proposal does
not constitute presence for purposes of determining the existence of a quorum,
but consent or opposition shall be counted as a vote in favor of, or against,
the proposal and shall be entered in the minutes or other record of action of
the meeting if the proposal acted on at the meeting is substantially the same or
has substantially the same effect as the proposal which the director has
consented or objected.
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Section 3.09. Vacancies. In the event of the death, resignation or removal
of a director, the vacancy created thereby shall be filled by a director
selected by a majority of the remaining directors.
ARTICLE IV
Officers
Section 4.01. Number. The officers of the corporation shall consist of a
Chief Executive Officer and a Chief Financial Officer. The Chief Executive
Officer shall preside at all meetings of the shareholders and shall have such
other duties as may be prescribed from time to time by the Board of Directors.
The Board of Directors may from time to time elect a Chairman who shall preside
at all meetings of the Board of Directors. The Chief Executive Officer shall
also see that all orders and resolutions of the Board of Directors are carried
into effect. The Chief Executive Officer and Chief Financial Officer shall have
such other duties as are prescribed by statute. The Board of Directors may elect
or appoint any other officers it deems necessary for the operation and
management of the corporation, each of whom shall have the powers, rights,
duties, responsibilities and terms of office determined by the Board of
Directors from time to time. Any number of offices or functions of those offices
may be held or exercised by the same person. If specific persons have not been
elected as President or Secretary, the Chief Executive Officer may execute
instruments or documents in those capacities. If a specific person has not been
elected to office of Treasurer, the Chief Financial Officer of the corporation
may sign instruments or documents in that capacity.
Section 4.02. President. The President, if one shall be elected, shall
have such powers and shall perform such duties as may be specified in the Bylaws
or prescribed by the Board of Directors or by the Chairman of the Board or by
the Chief Executive Officer.
Section 4.03. Vice Presidents. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or by the
Chairman of the Board or by the Chief Executive Officer. In the event of the
absence or disability of the Chief Executive Officer, Vice Presidents shall
succeed to his power and duties in the order designated by the Board of
Directors.
Section 4.04. Secretary. The Secretary, if one shall be elected, shall be
secretary of and shall attend all meetings of the shareholders and Board of
Directors and shall record all proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders and
directors. He shall perform such other duties as may, from time to time, by
prescribed by the Board of Directors, by the Chairman of the Board, or by the
Chief Executive Officer.
Section 4.05. Election and Term of Office. The Board of Directors shall
from time to time elect a Chairman of the Board of Directors, Chief Executive
Officer and Chief Financial
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Officer and any other officers or agents the Board of Directors deems necessary.
Such officers shall hold office until they are removed or their successors are
elected and qualified.
Section 4.06. Delegation of Authority. An officer elected or appointed by
the Board of Directors may delegate some or all of the duties or powers of his
office to other persons, provided that such delegation is in writing.
Section 4.07. Compensation of Officers. An officer shall be entitled only
to such compensation as shall be established by written contract or agreement
duly approved by or on behalf of the corporation, or established or approved by
resolution of the Board of Directors. Against such written contract, agreement
or resolution of the Board of Directors, no officer shall have a cause of action
against the corporation to recover any amount due or alleged to be due as
compensation for services in his capacity as an officer of the corporation.
ARTICLE V
Shares and Their Transfer
Section 5.01. Certificates for Shares. Every shareholder of the
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by him. The certificates shall be numbered in the order in
which they are issued and shall be signed by the Chief Executive Officer and
Secretary, if one shall be elected, of the corporation; provided, however, that
when the certificate is signed by a transfer agent or registrar, the signatures
of any of such officer upon the certificate may be facsimiles, engraved or
printed thereon, if authorized by the Board of Directors. Such certificates
shall also have typed or printed thereon such legend as may be required by any
shareholder control agreement. Every certificate surrendered to the corporation
for exchange or transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled.
Section 5.02. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney in fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat, as the absolute owner of shares of the
corporation, the person or persons in whose name or names the shares are
registered on the books of the corporation.
Section 5.03. Lost Certificates. Any shareholder claiming that a
certificate for shares has been lost, destroyed or stolen shall make an
affidavit of that fact in such form as the Board of Directors shall require and
shall, if the Board of Directors so requires, give the corporation a sufficient
indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the corporation against any
claims which may be made against it on account of the reissue of such
certificate. A new certificate shall then be issued to
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said shareholder for the same number of shares as the one alleged to have been
destroyed, lost or stolen.
ARTICLE VI
Section 6.01. Indemnification. The corporation shall indemnify, in
accordance with the terms and conditions of Minnesota Statutes, Section
302A.521, the following persons: (a) officers and former officers; (b) directors
and former directors; (c) members and former members of committees appointed; or
designated by the Board of Directors; and (d) employees and former employees of
the corporation. The corporation shall not be obligated to indemnify any other
person or entity, except to the extent such obligation shall be specifically
approved by resolution of the Board of Directors.
ARTICLE VII
Section 7.01. Gender References. All references in these Bylaws to a party
in the masculine shall include the feminine and neuter.
Section 7.02. Plurals. All references in the plural shall, where
appropriate, include the singular and all references in the singular shall,
where appropriate, include the plural.
CERTIFICATION
I, Jeffrey M. Shapiro, do hereby certify that I am the duly elected,
qualified or acting Secretary of Casa Trucking, Inc., a corporation organized
under the laws of the State of Minnesota, and that the foregoing is a true and
correct copy of the Bylaws adopted by the Board of Directors of said corporation
effective as of__________________, 1997.
/s/ Jeffrey M.
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Jeffrey M. Shapiro, Secretary
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