Attached files
file | filename |
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S-1 - FORM S-1 - GLACIER WATER SERVICES INC | v59450sv1.htm |
EX-4.2 - REVOLVING NOTE - GLACIER WATER SERVICES INC | v59450exv4w2.htm |
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE - GLACIER WATER SERVICES INC | v59450exv4w1.htm |
EX-3.1 - CERTIFICATE OF INCORPORATION OF GLACIER WATER SERVICES, INC. - GLACIER WATER SERVICES INC | v59450exv3w1.htm |
EX-4.3 - AMENDED AND RESTATED REVOLVING NOTE - GLACIER WATER SERVICES INC | v59450exv4w3.htm |
EX-4.4 - JUNIOR SUBORDINATED INDENTURE - GLACIER WATER SERVICES INC | v59450exv4w4.htm |
EX-23.1 - CONSENT OF KPMG LLP - GLACIER WATER SERVICES INC | v59450exv23w1.htm |
EX-21.1 - LIST OF SUBSIDIARIES OF GLACIER WATER SERVICES, INC. - GLACIER WATER SERVICES INC | v59450exv21w1.htm |
EX-10.1 - 1994 STOCK COMPENSATION PLAN AND AMENDMENTS NO. 1-9 - GLACIER WATER SERVICES INC | v59450exv10w1.htm |
EX-10.2 - FORM OF INDEMNIFICATION AGREEMENT - GLACIER WATER SERVICES INC | v59450exv10w2.htm |
Exhibit 3.2
GLACIER WATER SERVICES, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the city of Wilmington, County of New Castle,
State of Delaware.
Section 2. The Corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine or the business of
the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in
the City of Oceanside, State of California, at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of Delaware as shall
be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1993, shall be held
on the first day of May if not
a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M.,
or at such other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be brought before
the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten 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. Such 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 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 place where the meeting is to be held. The list shall also be produced and kept at the
time and place of the
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meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of incorporation, may be called by
the chief executive officer and shall be called by the chief executive officer or secretary at the
request in writing of a majority of the board of directors, or at the request in writing of
stockholders owning twenty five percent (25%) of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of
the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the certificate of
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incorporation. If, however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. 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 notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation, each stockholder
shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such
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stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action
required to be taken at any annual or special meeting of stockholders of the corporation, or any
action which may be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a 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 Corporation action without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less
than one nor more than nine. The first board shall consist of five directors. Thereafter,
within the limits above specified, the number of directors shall be determined by resolution of
the board of directors. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
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Article, and each director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office
until the next annual election and until their successors are duly elected and shall qualify,
unless sooner displaced; If there are no directors in office, then an election of directors may be
held in the manner provided by statute. If at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a majority of the
whole board (as constituted immediately prior to any such increase), the Court of Chaneery may,
upon application of any stockholder or stockholders holding at least ten percent of the total
number of the shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its
board of directors which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the certificate
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of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the Corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors shall be held at such
time and place as shall be fixed by the board of directors then in office and no notice of such
meeting shall be necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the stockholders to
fix, the time or place of such first meeting of the newly elected board of directors, or in the
event such meeting is not held at the time and place so fixed by the stockholders, the meeting may
be held at such time and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a written waiver by all of
the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may called by the chief executive officer on one
days notice to each
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director, either personally or by mail or by telegram; special meetings
shall be called by the chief executive officer or secretary in like manner and on like
notice on the written request of two directors unless the board consists of only one
director; in which case special meetings shall be called by the chief executive officer or
secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the directors shall constitute a
quorum for the transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the directors, except as may be
otherwise specifically provided by statute or by the certificate of incorporation. If a quorum
shall not be present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these
bylaws, 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 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 or committee.
Section 10. Unless otherwise restricted by the
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certificate of incorporation or these bylaws,
members of the board of directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee, by means of conference,
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, each committee to consist of one or more of the directors
of the Corporation. The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act at the meeting in
the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall
have and may exercise all the powers and authority of the board of
directors in the
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the management of
the business and affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that a committee may,
to the extent authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of
the preferences or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any other class or
classes of stock of the corporation) adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or substantially all of the
Corporations property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation; and,
unless the resolution or the certificate of incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend or to authorize the issuance of stock or
to adopt a certificate of ownership and merger. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the board of
directors.
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Section 12. Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws,
the board of directors shall have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum for attendance at each meeting of the board of directors or
a stated salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore. Members of special or
standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any
director or the entire board of directors may be removed, with or without cause, by the holders of
a majority of shares entitled to vote at an election of directors.
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ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the
time when the same shall be deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the board of directors and
shall be a chief executive officer, a president, a secretary and a treasurer. The board of
directors may also designate a chief operating officer, a chief financial officer, a vice
president or additional vice presidents, and one or more assistant secretaries and assistant
treasurers.
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Any number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each annual meeting of
stockholders shall designate a chief executive officer, a chief financial officer, a president, a
secretary and a treasurer, and may designate a chief operating officer, one or more vice
presidents and one or more assistant secretaries or assistant treasurers.
Section 3. The board of directors may appoint such other officers and agents as it shall deem
necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the
board of directors.
Section 5. The officers of the Corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the board of directors may be removed at
any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in
any office of the Corporation shall be filled by the board of directors.
THE CHIEF EXECUTIVE OFFICER
Section 6. The chief executive officer shall be the chief officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors, shall have general and
active management of the business of the Corporation and shall see
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that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the Corporation.
THE PRESIDENT
Section 8. In the absence of the chief executive officer or in the event of his inability or
refusal to act, the president shall perform the duties of the chief executive officer, and when so
acting, shall have all the powers of and be subject to all the restrictions upon the chief
executive officer. The president shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE VICE PRESIDENT
Section 9. In the absence of the chief executive officer and the president or in
the event of their inability or refusal to act, the vice president 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. The vice president shall
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perform such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 10. The secretary shall attend all meetings of the board of directors and all
meetings of the stockholders and record all the proceedings of the meetings of the Corporation
and of the board of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or chief executive
officer, under whose supervision he shall be. He shall have custody of the corporate seal of
the Corporation and he, or an assistant secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the affixing by his
signature.
Section 11. The assistant secretary, or if there be more than one, the assistant
secretaries in the order determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the absence of the secretary or
in the event of his inability or refusal to act, perform the
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duties and exercise the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipt 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 depositories as may be designated by the board of directors.
Section 13. 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 chief executive
officer and the board of directors, at its regular meetings, or when the board of directors so
requires, an account of all his transactions as treasurer and of the financial condition of the
Corporation.
Section 14. If required by the board of directors, he shall give the Corporation a bond
(which shall be renewed every six years) 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, of all books, papers, vouchers, money and
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other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 15. The assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors (or if there be no such
determination, then in the order of their election) shall, in the absence of the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the Corporation shall be represented by a certificate or shall be
uncertificated. Certificates shall be signed by, or in the name of the Corporation by, the
chairman or vice chairman of the board of directors, or the chief executive officer, president or
a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the Corporation.
Within a reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to Sections 151, 156,
202(a) or 218(a) or a statement that
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the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative participating, optional or
other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or
uncertificated shares to be issued in place of any certificate or certificates thereto fore issued
by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated shares, the board of
directors may, in its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his legal representative,
to advertise the same
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in such manner as it shall require and/or to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation
or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of property transfer instructions from the registered owner of uncertificated shares,
such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares
or certificated shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the Corporation.
FIXING RECORD DATE
Section 5. 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
Corporation action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment
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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, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. 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.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as
such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the
laws of the State of Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of
the certificate of incorporation, if any, may be declared by the board of directors at any regular
or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such
other purpose as the directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.
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CHECKS
Section 4. All checks or demands for money and notes of the Corporation shall be signed by
such officer or officers or such other person or persons as the board of directors may from
time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the Corporation shall be fixed by resolution of the board of
directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation,
the year of its organization and the words Corporate Seal, Delaware. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The Corporation shall indemnify its officers,
directors, employees and agents to the extent permitted by
the General Corporation Law of Delaware.
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ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by
the stockholders or by the board of directors when such power is conferred upon the board of
directors by the certificate of incorporation at any regular meeting of the stockholders or of the
board of directors or at any special meeting of the stockholders or of the board of directors if
notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice
of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board
of directors by the certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws.
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