Exhibit 3.16
BY-LAWS
OF
CERIDIAN RETIREMENT PLAN
SERVICES
(FORMERLY WESTERN PENSION SERVICE
CORPORATION)
A CALIFORNIA CORPORATION
ARTICLE I
SHAREHOLDERS’
MEETING
Section 1. Place of
Meetings .
All meetings of the shareholders
shall be held at the office of the corporation, in the state of
California, or at some other appropriate and convenient location as
may be designated for that purpose from time to time by the Board
of Directors.
Section 2. Annual
Meetings .
The annual meeting of the
shareholders shall be held, each year, at the time and on the day
following:
Time of Meeting: 1:00
P.M.
Date of Meeting: February 13,
1975
If this day shall be a legal
holiday, then the meeting shall be held on the next succeeding
business day, at the same hour. At the annual meeting, the
shareholders shall elect a Board of Directors, consider reports of
the affairs of the corporation and transact such other business as
may properly be brought before the meeting.
Section 3. Special
Meetings .
Special meetings of
the shareholders for any purpose or purposes may be called at any
time by the president, a vice-president, the secretary, an
assistant secretary, or by the Board of Directors, or by one or
more shareholders holding not less than one-fifth (
1 / 5 ) of the voting power of
the corporation. Upon request in writing by registered mail to the
president, a vice-president, the secretary or an assistant
secretary, directed to such officers at the principal office of the
corporation, in California, or delivered to such officer in person
by any person entitled to call a meeting of shareholders, it shall
be the duty of such officer forthwith to cause notice to be given
to the shareholders entitled to vote of a meeting to be held at
such time as such officer may fix not less than ten nor more than
sixty days after the receipt of such request. If such notice shall
not be given within seven days after the date of mailing or date of
delivery of such request, the person or persons calling the meeting
may fix the time of meeting and give notice thereof in the manner
provided by those By-laws.
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Section 4. Notice of Meetings
.
Notices of meetings, annual or
special, shall be given in writing to shareholders entitled to vote
by the secretary or the assistant secretary, or if there be no such
officer, or in the case of his neglect or refusal, by any director
or shareholder.
Such notices shall be sent to the
shareholder’s address appearing on the books of the
corporation, or supplied by him to the corporation for the purpose
of notice, but not less than seven days before such
meeting.
Notice of any meeting of
shareholders shall specify the place, the day and the hour of
meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business
to be transacted.
If a shareholder supplies no
address, notice shall be deemed to have been given to him if mailed
to the place where the principal office of the company, in
California, is situated, or published at least once in some
newspaper of general circulation in the County of said principal
office. Such notice shall specify the place, the day and hour of
the meeting, and in the case of special meetings, the general
nature of the business to be transacted.
When a meeting is adjourned for
thirty days or more, notice of the adjourned meeting shall be given
as in case of an original meeting. Save, as aforesaid, it shall not
be necessary to give any notice of the adjournment or of the
business to be transacted at an adjourned meeting other than by
announcement at the meeting at which such adjournment is
taken.
Section 5. Consent to
Shareholders’ Meetings .
The transactions of any meeting of
shareholders, however called and noticed, shall be valid as though
had at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 6. Shareholders
Acting Without A Meeting .
Any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if
authorized by a writing signed by all of the shareholders entitled
to vote at a meeting for such purpose, and filed with the secretary
of the corporation.
Section 7. Quorum
.
The holders of a majority of the
shares entitled to vote thereat, present in person, or represented
by proxy, shall be requisite and shall constitute a quorum at all
meetings of the shareholders for the transaction of business except
as otherwise provided by law, by the Articles of Incorporation, or
by these By-laws. If, however, such majority shall not be present
or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present
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in person, or by proxy, shall have the power to
adjourn the meeting from time to time, until the requisite amount
of voting shares shall be present. At such adjourned meeting at
which the requisite amount of voting shares shall be represented,
any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 8. Voting Rights;
Cumulative Voting .
Only persons in whose names shares
entitled to vote stand on the stock records of the corporation on
the day of any meeting of shareholders, unless some other day be
fixed by the Board of Directors for the determination of
shareholders of record, and then on such other day, shall be
entitled to vote at such meeting.
Every shareholder entitled to vote
at any election for directors of any corporation for profit may
cumulate his votes and give one candidate a number of votes equal
to the number of directors to be elected multiplied by the number
of votes to which his shares are entitled, or distribute his votes
on the same principle among as many candidates as he thinks
fit.
The candidates receiving the highest
number of votes up to the number of directors to be elected are
elected.
The Board of Directors may fix a
time in the future not exceeding thirty days preceding the date of
any meeting of shareholders or the date fixed for the payment of
any dividend or distribution, or for the allotment of rights, or
when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any allotment of
rights, or to exercise the rights in respect to any such change,
conversion or exchange of shares. In such case only shareholders of
record on the date so fixed shall be entitled to notice of and to
vote at such meeting, or to receive such dividends, distribution or
allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any share on the books of the
company after any record date fixed as aforesaid. The Board of
Directors may close the books of the company against transfers of
shares during the whole or any part of such period.
Section 9. Proxies
.
Every shareholder entitled to vote,
or to execute consents, may do so, either in person or by written
proxy, executed in accordance with the provisions of
Section 2225 of the Corporations Code of California and filed
with the secretary of the corporation.
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Section 10. Organization
.
The president, or in the absence of
the president, any vice-president, shall call the meeting of the
shareholders to order, and shall act as chairman of the meeting. In
the absence of the president and all of the vice-presidents,
shareholders shall appoint a chairman for such meeting. The
secretary of the company shall act as secretary of all meetings of
the shareholders, but in the absence of the secretary at any
meeting of the shareholders, the presiding officer may appoint any
person to act as secretary of the meeting.
Section 11. Inspectors of
Election .
In advance of any meeting of
shareholders the Board of Directors may, if they so elect, appoint
inspectors of election to act at such meeting or any adjournments
thereof. If inspectors of election be not so appointed, the
chairman of any such meeting may, and on the request of any
shareholder or his proxy shall, make such appointment at the
meeting. The number of inspectors shall be either one or
three.
ARTICLE II
DIRECTORS;
MANAGEMENT
Section 1. Powers
.
Subject to the limitation of the
Articles of Incorporation, of the By-laws, and of the laws of the
State of California as to action to be authorized or approved by
the shareholders, all corporate powers shall be exercised by or
under authority of, and the business and affairs of this
corporation shall be controlled by, a Board of
Directors.
Section 2. Number and
Qualification .
The authorized number of directors
of the corporation shall be as follows:
This number may be changed by
amendment to the Articles of Incorporation or by an amendment to
this Section 2., ARTICLE II, of these By-laws, adopted by the
vote or written assent of the shareholders entitled to exercise
majority voting power.
Section 3. Election and
Tenure of Office .
The directors shall be elected by
ballot at the annual meeting of the shareholders, to serve for one
year or until their successors are elected and have qualified.
Their term of office shall begin immediately after
election.
Section 4. Vacancies
.
Vacancies in the Board of Directors
may be filled by a majority of the remaining directors, though loss
than a quorum, or
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by a sole remaining director, and each director
so elected shall hold office until his successor is elected at an
annual meeting of shareholders or at a special meeting called for
that purpose.
The shareholders may at any time
elect a director to fill any vacancy not filled by the directors,
and may elect the additional directors at the meeting at which an
amendment of the By-laws is voted authorizing an increase in the
number of directors.
A vacancy or vacancies shall be
deemed to exist in case of the death, resignation or removal of any
director, or if the shareholders shall increase the authorized
number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the
additional director so provided for, or in case the shareholders
fail at any time to elect the full number of authorized
directors.
If the Board of Directors accepts
the resignation of a Director tendered to take effect at a future
time, the Board, or the shareholders, shall have power to elect a
successor to take office when the resignation shall become
effective.
No reduction of the number of
directors shall have the effect of removing any director prior to
the expiration of his term of office.
Section 5. Removal of
Directors .
The entire Board of Directors or any
individual director may be removed from office as provided by
Section 810 of the Corporations Code of the State of
California.
Section 6. Place of
Meetings .
Meetings of the Board of Directors
shall be held at the office of the corporation in the State of
California, as designated for that purpose, from time to time, by
resolution of the Board of Directors or written consent of all of
the members of the Board. Any meeting shall be valid, wherever
held, if held by the written consent of all members of the Board of
Directors, given either before or after the meeting and filed with
the Secretary of the corporation.
Section 7. Organization
Meetings .
The organization meetings of the
Board of Directors shall be held immediately following the
adjournment of the annual meetings of the shareholders.
Section 8. Other Regular
Meetings .
Regular meetings of the Board of
Directors shall be held at the corporate offices, or such other
place as may be designated by the Board of Directors, as
follows:
Time of Regular Meeting:
Date of Regular Meeting
If said day shall fall upon a
holiday, such m
