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Exhibit 3.6
BYLAWS
OF
TA LICENSING, INC.
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BYLAWS
OF
TA LICENSING, INC.
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ARTICLE I - STOCKHOLDERS' MEETINGS
Section 1.1 General.
Each meeting of Stockholders of the Corporation shall be held at such
place within Delaware as may be selected from time to time by the Board of
Directors.
Section 1.2 Annual Meetings.
The annual meeting of the Stockholders shall be held not later than
thirteen months after the previous annual meeting of stockholders on such
specific date as determined by the Board of Directors (the first annual meeting
of the Corporation to occur on or before thirteen months after the
organizational meeting of the Board of Directors). At the annual meeting, the
Stockholders shall elect Directors to succeed those Directors whose terms expire
and shall transact such other business as may properly be brought before the
meeting. If the annual meeting for the election of directors is not held within
thirteen months of the previous annual meeting, the Board of Directors shall
cause the meeting to be held as soon thereafter as is convenient.
Section 1.3 Special Meetings.
Special meetings of the Stockholders may be called at any time by the
President, the Board of Directors, a majority of the Stockholders or as
otherwise provided by the Certificate of Incorporation or by Delaware Code Title
8 (the "Delaware General Corporation Law"), as amended, and shall be held at
such time and place within Delaware as he or they shall fix. Business transacted
at all special meetings shall be confined to the objects stated in the call and
matters germane thereto, unless all stockholders entitled to vote are present
and consent.
Section 1.4 Quorum.
A majority of the outstanding shares of the Corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of Stockholders. If less than a majority of the outstanding shares entitled to
vote is represented at a meeting, a majority of the shares so represented may
adjourn the meeting without further notice. 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 noticed. The
Stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.
Section 1.5 Proxies.
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Each Stockholder entitled to vote at Stockholders' meeting may vote in
person or by proxy authorized by an instrument in writing filed with the
secretary before the start of such meeting.
Section 1.6 Voting.
Each Stockholder shall have one vote for each share entitled to vote
which is registered in such Stockholder's name on the record date for such
meeting, except as otherwise provided in these bylaws, the Certificate of
Incorporation, or the Delaware General Corporation Law. All voting, except as
otherwise provided by law, may be by a voice vote; provided, that any
Stockholder may in person or by proxy demand a vote by written ballot. Unless
otherwise provided for in these bylaws or by law, all matters voted upon shall
be determined by a majority of shares outstanding that are entitled to vote on
such matter.
Section 1.7 Notice of Meetings.
Whenever Stockholders are required or permitted to take action at a
meeting, a written notice of the meeting shall be given which shall state the
place (within Delaware), date and time of the meeting. In the case of a special
meeting, the notice shall state the purpose(s) for which the meeting has been
called. Unless otherwise provided in these bylaws or by law, written notice of
each meeting shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each Stockholder entitled to vote at such
meeting.
Section 1.8 Written Consent in Lieu of Meeting.
Any action required or permitted to be taken at any annual or special
meeting of Stockholders may be taken without a meeting, without prior notice and
without vote, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those Stockholders who have not
consented in writing.
Section 1.9 List of Stockholders.
Upon request in writing by a Stockholder, the officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten (10)
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. No share of stock upon which any installment is due and unpaid
on the record date for a meeting shall be voted at such meeting. The 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 (10) 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 principal office of the Corporation. 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.
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ARTICLE II - DIRECTORS
Section 2.1 Number and Term.
Section 2.1.1 General. The number of Directors who shall
constitute the Board of Directors shall be such number as the Board of
Directors shall, in accordance with the provisions provided in these
bylaws, from time to time determine, except that in the absence of any
such determination, such number shall be three (3). A Director need not
be a Stockholder in the Corporation. The Directors shall be elected by
the Stockholders at the annual meeting of Stockholders of the
Corporation, and each Director shall be elected for the term of one
year, and until his successor shall be elected and shall qualify or
until his earlier resignation or removal.
Section 2.1.2 Increase in Number of Directors. The Board of
Directors may increase the number Of Directors between annual meetings
of Stockholders upon the approval of a majority of the Directors then
serving. Such additional Directors shall be elected by a vote of a
majority of those Directors then holding office. Directors so elected
shall serve until the next annual meeting of Stockholders and until
their successors are elected and qualified.
Section 2.1.3 Decrease in Number of Directors. Any decrease in
the authorized number of DirectOrs shall only become effective by
approval of at least 75% of the Stockholders of the Corporation.
Section 2.1.4 Vacancies. If the office of any Director becomes
vacant for any reason, a majoriTy of the Directors remaining in office,
even if less than a quorum, may elect a successor Director for the
un-expired term of the position that was vacated.
Section 2.2 Regular Meetings.
Regular meetings of the Board of Directors shall be held without notice
at such time, date and place within Delaware as shall be determined by
the Board of Directors.
Section 2.3 Special Meetings.
Section 2.3.1 General. Special meetings of the Board of
Directors may be called by any Director, the President, such person
whom the Board of Directors may designate, or a majority of the
Stockholders of the Corporation. Special meetings of the Board of
Directors shall be held at such time, date and place within Delaware as
the person or persons calling such meeting shall designate.
Section 2.3.2 Notice. Notice of a special meeting of the Board
of Directors shall be given to Each Director, by whom it is not waived,
not less than two (2) days in advance of such meeting. Unless otherwise
indicated in the notice of such meeting, any business may be transacted
at such meeting.
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Section 2.4 Quorum.
Fifty Percent (50%) of the total number of directors then authorized
shall constitute a quorum for the transaction of any business of the Board of
Directors.
Section 2.5 Written Consent in Lieu of Meeting.
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 of Directors 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 of Directors or committee.
Section 2.6 Participation in Meeting by Conference Telephone.
One or more Directors may participate in a meeting of the Board of
Directors, of a committee of the Board of Directors or of the Stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in this manner shall constitute presence in person at such meeting
for quorum purposes only if the Director is present within the State of
Delaware.
Section 2.7 Compensation.
Directors shall not receive any stated salary for their services, but
by resolution of the Board, a fixed sum and expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of the Board.
Nothing contained in these bylaws shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 2.8 Removal.
Any Director, or the entire Board of Directors, may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of Directors.
ARTICLE III - OFFICERS
Section 3.1 General.
The executive officers of the Corporation shall be chosen by the
Directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman of the Board of Directors, one or more Vice
Presidents, and such other officers as it shall deem necessary. Any number of
offices may be held by the same person.
Section 3.2 Salaries.
Salaries of each officer and agent of the Corporation, if any, shall be
fixed by the Board of Directors.
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Section 3.3 Term of Office.
The officers of the Corporation shall hold office for one year and
until successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed, with or without cause, by
the Board of Directors whenever in the judgment of the Board of Directors the
best interests of the Corporation will be served thereby.
Section 3.4 President.
The President shall be the chief executive officer of the Corporation
and shall have general and active management of the business of the Corporation,
shall see that all orders and resolutions of the Board are carried into effect,
subject, however, to the right of the Board of Directors to delegate any
specific powers, except such as may be by law exclusively conferred on the
President, to any other officer or officers of the Corporation. The President
shall execute bonds and mortgages requiring a seal, under the seal of the
Corporation, and shall have the general power and duties of supervision and
management usually vested in the office of President of a Corporation. In the
absence of the Chairman of the Board of Directors, the President shall preside
at the meetings of the Stockholders and the Board of Directors.
Section 3.5 Vice President.
The Vice President, if such office is created, shall assist the
President in the carrying out of the President's duties as an officer of the
Corporation and shall have such other powers and duties as may be assigned to
him by the Board of Directors. In the absence or disability of the President,
the Vice President shall perform the duties and exercise the powers of the
President.
Section 3.6 Secretary.
The Secretary shall attend all meetings of the Board of Directors and
all meetings of the Stockholders and act as clerk thereof, and (except when the
Board of Directors has delegated these duties to legal counsel) record all the
votes of the Corporation and the minutes of all its transactions in a book to be
kept for that purpose, and shall perform like duties for all committees of the
Board of Directors when required. The Secretary shall give, or cause to be given
(except when the Board of Directors has delegated these duties to legal
counsel), 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 President. The Secretary (except when the Board of Directors has
delegated these duties to legal counsel) shall keep in safe custody the
corporate seal of the Corporation, and when authorized by the Board of Directors
shall affix the same to such instrument requiring the seal of the Corporation.
In the absence of the President and Vice President, the Secretary shall exercise
the powers of the President.
Section 3.7 Treasurer.
The Treasurer shall have 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 keep the moneys of the Corporation in a
separate account to the credit of the Corporation.
The Treasurer, along with other officers, shall disburse the funds of
the Corporation as
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directed by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all
transactions and of the financial condition of the Corporation.
Section 3.8 Vacancies.
Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.
ARTICLE IV - CORPORATE RECORDS
Any Stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its Stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a Stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under the oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or such other
agent to so act on behalf of the Stockholder. The demand under oath shall be
directed to the Corporation at its principal office.
ARTICLE V - STOCK CERTIFICATES
Section 5.1 General.
The stock certificates of the Corporation shall be numbered and
registered as they are issued in the stock ledger and transfer books of the
Corporation. They shall bear the corporate seal and shall be signed by the
President and Secretary of the Corporation.
Section 5.2 Transfers.
Transfers of stock shall be made on the books of the Corporation upon
surrender of the share certificates therefor, endorsed by the person named in
the certificate or by attorney, lawfully constituted in writing. No transfer
shall be made which is inconsistent with law.
Section 5.3 Lost Certificates.
The Corporation may issue a new stock certificate in place of any
certificate validly issued, which is alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of such certificate, or his
legal representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
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Section 5.4 Record Date.
In order that the Corporation may determine the Stockholders entitled
to notice of or to vote at any meeting of 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 (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days before any other action.
If no record date is fixed:
Section 5.4.1 the record date for determining Stockholders
entitled to notice of or to vote at A meeting of Stockholders shall be
at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.
Section 5.4.2 the record date for determining Stockholders
entitled to express consent to corpoRate action in writing without a
meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.
Section 5.4.3 the record date for determining Stockholders for
any other purpose shall be at thE close of business on the day on which
the Board of Directors adopts the resolution relating to such matter.
Section 5.4.4 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.
ARTICLE VI - DIVIDENDS
Section 6.1 Declaration and Payment.
The Board of Directors may declare and pay dividends upon the
outstanding shares of the Corporation, from time to time and to such extent as
they deem advisable, in the manner, and upon the terms and conditions provided
by law.
Section 6.2 Reserves.
Before payment of any dividend there may be set aside out of the net
profits of the Corporation such sum or sums as the Board of Directors, from time
to time, in its sole discretion, determines to be in the best interests of the
Corporation. The Board of Directors may abolish any such reserve at any time in
the same manner in which such reserve was created.
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ARTICLE VII - NOTICE
Section 7.1 General.
Except as otherwise provided in these bylaws, the Certificate of
Incorporation or in the Delaware General Corporation Law, any notice required to
be given to any Stockholder, director, officer, employee or agent of the
Corporation shall be in writing and may be delivered by (i) hand, (ii) United
States first class mail, postage prepaid, (iii) Federal Express (or any other
nationally recognized courier), delivery charge prepaid, or (iv) telecopy or any
other similar facsimile device, provided a confirmation sheet is available to
confirm transmission. Each notice shall be addressed to the recipient at such
recipient's last known address (or telecopy number) as it appears in the
applicable records of the Corporation. Such notice shall be effective: (i) if
hand delivered or couriered, when received; (ii) if mailed, five (5) days after
the same as been deposited into the U.S. mails; and (iii) if dispatched by
telecopy or facsimile device, two (2) days after dispatch.
Section 7.2 Waiver.
Whenever any written notice is required by statute, or by other law, a
written waiver of any notice, signed by the recipient thereof, whether before or
after the time of the event for which notice is to be given, shall be deemed
equivalent to the giving of such notice. Neither the business nor the purpose of
any meeting is required to be specified in such waiver. Attendance of a person,
either in person or by proxy, at any meeting shall constitute a waiver of notice
of such meeting, except where a person attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting was not
lawfully called or convened.
ARTICLE VIII - MISCELLANEOUS
Section 8.1 Financial Transactions.
All financial transactions of the Corporation, including the execution
of checks, demands for money and notes of the Corporation, shall be signed by
such officer or officers as the Board of Directors may from time to time
determine.
Section 8.2 Fiscal Year.
The fiscal year of the Corporation shall be as determined by the Board
of Directors.
Section 8.3 Corporate Seal.
The Board of Directors shall approve a seal of the Corporation, which
shall meet the requirements imposed by law.
Section 8.4 Reliance upon Books and Records.
The Directors and officers of the Corporation shall, in the performance
of their duties as such, be fully protected in relying in good faith on the
books and records of the Corporation.
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Section 8.5 Insurance.
The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or any
other legal entity against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the law.
Section 8.6 Indemnification.
Section 8.6.1 Each person who was or is made a party or is
threatened to be made a party or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or
a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is an alleged action in an
official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as
the same exists or may hereafter be amended.
In the case of any such amendment, the Corporation shall
indemnify such director, officer, employee or agent only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment. The indemnification provided for
herein shall be indemnification against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however,
that, except as provided in Section 6.2 hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only
upon delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be
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indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
Section 8.6.2 If a claim under Section 8.6.1 of this Section
is not paid in full by the CorporatIon within thirty days after a
written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard or conduct.
Section 8.6.3 Notwithstanding any limitation to the contrary
contained in Section 8.6.1 and Section 8.6.2 of this Article, the
corporation shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by
said Section , and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
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The undersigned, Secretary of the Corporation, does hereby certify that
the foregoing is a true copy of the bylaws of the Corporation that are in effect
on the date hereof.
Dated: February 23, 2000 /s/ Andrew T. Panaccione [SEAL]
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Andrew T. Panaccione, Secretary
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