Bylaws (2008)Full Document 

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NSC EDMOND, INC.

 

BY-LAWS

 

ARTICLE I

 

CORPORATE OFFICES

 

Section 1. Oklahoma Registered Office. The registered office of the corporation in the State of Oklahoma may, but need not, be identical with the principal office in the State of Oklahoma, and the address of the registered office may be changed from time to time by the board of directors.

 

Section 2. Other Offices. The principal office of the corporation in the State of Illinois shall initially be located in the city of Chicago and County of Cook. The corporation may also have offices at such other places both within and without the State of Oklahoma as the board of directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

MEETINGS OF SHAREHOLDERS

 

Section 1. Times and Places of Meetings. Meetings of shareholders for any purpose may be held at such time and place, within or without the State of Oklahoma, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2. Annual Meetings. Annual meetings of shareholders, commencing with the year 1998, shall be held on the second Tuesday of September 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 time as may be provided in a resolution by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be.

 

Section 3. Special Meetings. Special meetings of shareholders may be called by the chairman of the board of directors, by the president, by the board of directors, by the holders of not less than one-tenth of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the articles of incorporation or these by-laws.

 



 

Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the general purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

 

Section 5. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Oklahoma General Corporation Act, the articles of incorporation or these by-laws, a waiver thereof in writing signed by the

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