Exhibit 3.2
AGL RESOURCES INC
(as amended October 26, 2006)
BYLAWS
TABLE OF CONTENTS
Page | ||
ARTICLE I | SHAREHOLDERS | 1 |
SECTION 1.1. | Date, Time and Place of Meetings | 1 |
SECTION 1.2. | Annual Meetings | 1 |
SECTION 1.3. | Special Meetings | 2 |
SECTION 1.4. | Determination of Validity of Notice of Shareholder | |
Proposal for Business | 3 | |
SECTION 1.5. | Notice of Meetings | 3 |
SECTION 1.6. | Record Date | 3 |
SECTION 1.7. | Shareholders’ List for Meeting | 4 |
SECTION 1.8. | Quorum | 4 |
SECTION 1.9. | Adjournment of Meetings | 4 |
SECTION 1.10. | Vote Required | 4 |
SECTION 1.11. | Voting Entitlement of Shares; Proxies | 4 |
SECTION 1.12. | Inspectors of Election | 5 |
ARTICLE II | BOARD OF DIRECTORS | 5 |
SECTION 2.1. | General Powers | 5 |
SECTION 2.2. | Number and Tenure | 5 |
SECTION 2.3. | Qualifications of Directors | 6 |
SECTION 2.3.1. | Vote Required in Uncontested Elections | 6 |
SECTION 2.3.2. | Re-election after Termination of Principal Employment | 7 |
SECTION 2.3.3. | Terminating Events | 7 |
SECTION 2.4. | Vacancies | 7 |
SECTION 2.5. | Meetings | 8 |
SECTION 2.6. | Quorum and Voting | 8 |
SECTION 2.7. | Action Without Meeting | 8 |
SECTION 2.8. | Remote Participation in a Meeting | 9 |
SECTION 2.9. | Compensation of Directors | 9 |
SECTION 2.10. | Removal of Directors by Shareholders | 9 |
SECTION 2.11. | Nomination of Directors | 9 |
SECTION 2.15. | Indemnification | 10 |
SECTION 2.15.1. | Determination of Eligibility of Indemnification | 10 |
SECTION 2.15.2. | Rights Not Exclusive | 10 |
SECTION 2.15.3. | Insurance | 10 |
SECTION 2.15.4. | Reports to Shareholders | 11 |
ARTICLE III | COMMITTEES | 11 |
SECTION 3.1. | Committees | 11 |
SECTION 3.2. | Meetings of Committees | 11 |
ARTICLE IV | NOTICES | 12 |
SECTION 4.1. | Notices | 12 |
SECTION 4.2. | Waiver of Notice | 12 |
ARTICLE V | OFFICERS | 13 |
SECTION 5.1. | Appointment | 13 |
SECTION 5.2. | Resignation and Removal of Officers | 13 |
SECTION 5.3. | Vacancies | 13 |
SECTION 5.4. | Powers and Duties | 13 |
SECTION 5.4.1 | Chairman of the Board of Directors | 14 |
SECTION 5.4.2 | Chief Executive Officer | 14 |
SECTION 5.4.3 | President | 14 |
SECTION 5.4.4 | Vice Presidents | 15 |
SECTION 5.4.5 | Chief Financial Officer | 15 |
SECTION 5.4.6 | Chief Operating Officer | 15 |
SECTION 5.4.7 | Corporate Secretary | 15 |
SECTION 5.4.8 | Treasurer | 16 |
SECTION 5.4.9 | Controller | 16 |
SECTION 5.4.10 | Assistant Vice President, Assistant Corporate Secretary and Assistant Treasurer | 16 |
SECTION 5.4.11 | Other Officers | 16 |
SECTION 5.5. | Officers Holding More Than One Office | 16 |
SECTION 5.6. | Compensation | 17 |
ARTICLE VI | CAPITAL STOCK | 17 |
SECTION 6.1. | Shared Certificates | 17 |
SECTION 6.2. | Record of Shareholders | 17 |
SECTION 6.3. | Lost Certificates | 17 |
SECTION 6.4. | Transfers of Shares | 18 |
SECTION 6.5. | Transfer Agents and Registrars | 18 |
ARTICLE VII | GENERAL PROVISIONS | 18 |
SECTION 7.1. | Indemnification of Officers, Employees and Agents | 18 |
SECTION 7.2. | Seal | 18 |
SECTION 7.3. | Voting Shares in Other Corporations | 18 |
SECTION 7.4. | Amendment of Bylaws | 19 |
SECTION 7.5. | Execution of Bonds, Debentures, Evidences of Indebtedness, Checks, Drafts and Other Obligations and Orders for Payment | 19 |
SECTION 7.6. | Business Combinations | 19 |
ARTICLE VIII | EMERGENCY BYLAWS | 19 |
SECTION 8.1. | Emergency Bylaws | 19 |
SECTION 8.2. | Meetings | 20 |
SECTION 8.3. | Quorum | 20 |
SECTION 8.4. | Bylaws | 20 |
SECTION 8.5. | Liability | 20 |
SECTION 8.6. | Repeal or Change | 20 |
ARTICLE I
SECTION 1.1. Date, Time and Place of Meetings. Annual and special meetings of the shareholders shall be held on such date and at such time and place, within or without the State of Georgia, as may be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. If no designation is made, the place of the meeting shall be the principal executive offices of the Company.
For business to be properly brought before an annual meeting by a shareholder, the shareholder must give timely notice thereof in writing to the Corporate Secretary of the Company. To be timely, a shareholder's notice must be received by the Corporate Secretary at the principal executive offices of the Company at least 120 calendar days before the first anniversary of the date that the Company's proxy statement was released to shareholders in connection with the previous year's annual meeting of shareholders. However, if no annual meeting of shareholders was held in the previous year or if the date of the annual meeting of shareholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year's proxy statement, the notice shall be received by the Corporate Secretary at the principal executive offices of the Company not fewer than the later of (i) 150 calendar days prior to the date of the contemplated annual meeting or (ii) the date which is 10 calendar days after the date of the first public announcement or other notification to the shareholders of the date of the contemplated annual meeting.
Such shareholder's notice to the Corporate Secretary shall set forth with respect to any proposal such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the Company's books, of the shareholder proposing such business; (iii) the class and number of shares of the Company which are beneficially owned by such shareholder; (iv) the dates upon which the shareholder acquired such shares; (v) documentary support for any claim of beneficial ownership; (vi) any material interest of such shareholder in such business; (vii) a statement in support of the matter and, for proposals sought to be included in the Company's proxy statement, any other information required by Securities and Exchange Commission Rule 14a-8; and (viii) as to each person whom the shareholder proposes to nominate for election or re‑election as Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected, and evidence satisfactory to the Company that such nominee has no interests that would limit their ability to fulfill their duties of office).
In addition, if the shareholder intends to solicit proxies from the shareholders of the Company, such shareholder shall notify the Company of this intent in accordance with Securities and Exchange Commission Rule 14a‑4 and/or Rule 14a‑8.
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For business to be properly brought before a special meeting by a shareholder, the shareholder must give timely notice thereof in writing to the Corporate Secretary of the Company. To be timely, a shareholder's notice must be received by the Corporate Secretary at the principal executive offices of the Company at least 120 calendar days prior to the date of the special meeting.
Such shareholder's notice to the Corporate Secretary shall set forth with respect to any proposal such shareholder proposes to bring before the special meeting (i) a brief description of the business desired to be brought before the special meeting and the reasons for conducting such business at the special meeting; (ii) the name and address, as they appear on the Company's books, of the shareholder proposing such business; (iii) the class and number of shares of the Company which are beneficially owned by such shareholder; (iv) the dates upon which the shareholder acquired such shares; (v) documentary support for any claim of beneficial ownership; (vi) any material interest of such shareholder in such business; (vii) a statement in support of the matter and, for proposals sought to be included in the Company's proxy statement, any other information required by Securities and Exchange Commission Rule 14a-8; and (viii) if the shareholder requesting the special meeting proposes to nominate one or more persons for election or reelection as Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected, and evidence reasonably satisfactory to the Company that such nominee has no interests that would limit their ability to fulfill their duties of office).
In addition, if the shareholder intends to solicit proxies from the shareholders of the Company, such shareholder shall notify the Company of this intent in accordance with Securities and Exchange Commission Rule 14a‑4 and/Rule or 14a‑8.
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SECTION 1.4. Determination of Validity of Notice of Shareholder Proposal for Business. The chairman of a meeting may, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Sections 1.2 and 1.3 of this Article, and, if the chairman should so determine, shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted, or in the case of persons so nominated, not be eligible for election.
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SECTION 1.7. Shareholders' List for Meeting. After fixing a record date for a meeting, the Company shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of the shareholders' meeting. The list shall be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. The Company shall make the shareholders' list available for inspection by any shareholder, his agent, or his attorney at the time and place of the meeting.
SECTION 1.11. Voting Entitlement of Shares; Proxies. Unless otherwise provided in the Articles of Incorporation or by law, each shareholder, at every meeting of the shareholders, shall be entitled to cast one vote, on each matter voted on at the meeting, for each share standing in the name of such shareholder on the books of the Company as of the record date. A shareholder may vote his or her shares in person or by proxy. A shareholder or his or her agent or attorney in fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission that is suitable for the retention, retrieval and reproduction of information by the recipient. An electronic transmission must contain or be accompanied by information from which it can be determined that the shareholder, the shareholder's agent or the shareholder's attorney in fact authorized the electronic transmission. An appointment of proxy is effective when received by the Corporate Secretary of the Company or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a longer period is expressly provided in the appointment. An appointment of proxy is revocable by the shareholder unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Any copy, facsimile transmission or other reliable reproduction of the appointment form or electronic transmission may be substituted or used in lieu of the original appointment form or electronic transmission for any and all purposes for which the original appointment form or electronic transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original appointment form or electronic transmission.
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ARTICLE II
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SECTION 2.3. Qualifications of Directors. Directors shall be natural persons who have attained the age of 18 years who shall own at least 100 shares of the Common Stock of the Company. Directors do not need to be residents of the State of Georgia.
SECTION 2.3.1. Vote Required in Uncontested Elections. In the case of an election for Directors where the number of nominees does not exceed the number of Directors to be elected, if a nominee for Director does not receive the vote of at least the Majority of Votes Cast, the Director will promptly tender his or her resignation to the Board of Directors following certification of the shareholder vote. For purposes of this Bylaw provision, a Majority of Votes Cast means that, at a meeting for the election of Directors at which a quorum is present, the number of shares voted “for” a Director’s election exceeds 50% of the number of votes cast with respect to that Director’s election. Votes cast include votes to withhold authority in each case and exclude abstentions with respect to that Director’s election.
The Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant including, without limitation, the stated reasons why shareholders “withheld” votes for election of such Director, the length of service and qualifications of the Director whose resignation has been tendered, the Director’s contributions to the Company and the Company’s Corporate Governance Guidelines. The Director who tenders his or her resignation will not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such Director’s resignation is not accepted by the Board of Directors such Director shall continue to serve until his or her successor is duly elected or until his or her earlier death, resignation or removal. If a majority of the Nominating and Corporate Governance Committee does not receive a Majority of Votes Cast, then the independent Directors who did not fail to receive a Majority of Votes Cast, shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them. If the only Directors who did not fail to receive a Majority of Votes Cast, constitute three or fewer Directors, all Directors may participate in the action regarding whether to accept the resignation offers.
If a Director’s resignation is accepted by the Board of Directors, then any resulting vacancy may be filled pursuant to the provisions of Section 2.4 of these Bylaws or the Board of Directors may decrease the size of the Board of Directors pursuant to the provisions of Section 2.2 of these Bylaws.
This Bylaw provision will be summarized or included in each proxy statement relating to an election of Directors of the Company.
This Section 2.3.1 shall not apply in the case of an election for Directors where the number of nominees exceeds the number of Directors to be elected.
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SECTION 2.3.2. Re‑election after Termination of Principal Employment. If any Director ceases to hold the position in such Director's principal employment profession, trade or calling that such Director held at the beginning of the current term for which such Director was elected a Director, such person shall not be eligible for re‑election to the Board of Directors after the expiration of such current term unless the Board of Directors decides that such person should be eligible for re‑election.
SECTION 2.3.3. Terminating Events. Any Director who either (i) attains his or her seventy-fifth (75th) birthday or (ii) retires from or discontinues his or her employment with the Company (said seventy-fifth (75th) birthday or termination of employment being hereinafter referred to as a “Terminating Event”), whichever first occurs, shall promptly upon the occurrence of such Terminating Event, tender his or her resignation to the Board of Directors which resignation shall be effective as of the annual meeting of shareholders next following the date of the Terminating Event; provided, however, anyone who, upon retirement is Chairman of the Board or President of the Company need not tender such a resignation until attaining his or her seventy-fifth (75th) birthday.
A Director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office or, if such vacancy occurs by reason of an increase in the number of Directors, until the next election of Directors by shareholders and the election and qualification of the successor, as provided by law.
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Regular meetings of the Board of Directors or any committee may be held between annual meetings at such times and at such places, within or without the State of Georgia, as from time to time shall be determined by the Board or committee, as the case may be. No notice of such regular meetings need be given.
Special meetings of the Board of Directors may be called at any time by a majority of the Board of Directors, the Chairman of the Board, the President or the Executive Committee by giving each Director two (2) days notice of the date, time and place of the meeting. Such notice may be given orally or in writing in accordance with the provisions of Section 4.1. Unless otherwise provided in the Articles of Incorporation, these Bylaws or by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in the notice or any waiver of notice.
SECTION 2.6. Quorum and Voting. A majority of the number of Directors or Board committee members fixed or prescribed by the Board or, if no number is fixed or prescribed, a majority of the number of Directors or committee members in office immediately before the meeting begins, shall be present at any meeting of the Board of Directors or such committee in order to constitute a quorum, unless otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum at the time of such act shall be the act of the Board or of the committee, except as might be otherwise specifically provided by statute or by the Articles of Incorporation or these Bylaws. In the absence of a quorum, the Directors present by majority vote may adjourn the meeting from time to time without notice other than by verbal announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
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SECTION 2.8. Remote Participation in a Meeting. Unless otherwise restricted by the Articles of Incorporation or the Bylaws, any meeting of the Board of Directors or any committee thereof may be conducted by the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 2.11. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of shareholders (i) by the Board of Directors or at the direction of the Board by any nominating committee or person appointed by the Board or (ii) by any shareholder of the Company entitled to vote for the election of Directors at the meeting who complies with the notice procedures set forth in Sections 1.2 and 1.3 of Article I of these Bylaws. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Corporate Secretary of the Company. Such notice to the Corporate Secretary shall set forth the information required in Section 1.2 and 1.3 of Article I of these Bylaws. The Company may require any proposed nominee to furnish such other information as reasonably may be required by the Company to determine the eligibility of such proposed nominee to serve as a Director of the Company. The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedures, and if the chairman should so determine, shall so declare to the meeting and the defective nomination shall be disregarded.
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SECTION 2.15. Indemnification. The indemnification authorized in the Articles of Incorporation shall be subject to the following provisions and procedures:
SECTION 2.15.1. Determination of Eligibility for Indemnification. In the case of actions brought by or in the right of the Company, a Director’s right to indemnification as authorized in the Articles of Incorporation shall be determined:
(i) If there are two or more directors not at the time parties to the proceeding ("Disinterested Directors"), by the board of directors by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote;
(ii) By special legal counsel:
(a) Selected in the manner prescribed in paragraph (i) of this subsection; or
(b) If there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate); or
(iii) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
SECTION 2.15.2. Rights Not Exclusive. The rights to indemnification and advance of expenses granted in the Articles of Incorporation and in these Bylaws are not exclusive, and do not limit the Company's power to pay or reimburse expenses to which a Director may be entitled, whether by agreement, vote of shareholders or Disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office, and do not limit the Company's power to pay or reimburse expenses incurred by a Director in connection with his appearance as a witness in a proceeding at a time when he is not a party.
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SECTION 2.15.4. Reports to Shareholders. If the Company indemnifies or advances expenses to a Director, otherwise than by action of the shareholders or by an insurance carrier pursuant to insurance maintained by the Company, the Company shall report the indemnification or advance in writing to the shareholders with or before the notice of the next annual shareholders’ meeting.
ARTICLE III
Each Director of the Company who is not designated as a member of a particular Committee hereby is designated as an alternate member of any such Committee, who may act in the place and stead of any absent member or members at any meeting of such Committee in the event (i) a quorum of such Committee is not present and (ii) the Chairman of the Board or, in his absence, the President, appoints such alternate member to act for that meeting as a member of such Committee; and such alternate member shall serve only at the meeting for which such appointment is made, but shall have at that meeting all the powers of a regular member of such Committee.
Any such committee, to the extent specified by the Board of Directors, Articles of Incorporation or Bylaws, shall have and may exercise all of the authority of the Board of Directors in the management of the business affairs of the Company, except that it may not (i) approve or propose to shareholders action that the Code requires to be approved by shareholders; (ii) fill vacancies on the Board of Directors or any of its committees; (iii) amend the Articles of Incorporation, except that a committee may, to the extent authorized in a resolution or resolutions adopted by the Board, amend the Articles of Incorporation to fix the designations, preferences, limitations and relative rights of shares pursuant to Section 14-2-602 of the Code or to increase or decrease the number of shares contained in a series of shares established in accordance with said Code Section but not below the number of such shares then issued; (iv) adopt, amend, or repeal Bylaws; or (v) approve a plan of merger not requiring shareholder approval.
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ARTICLE IV
SECTION 4.1. Notice. Whenever, under the provisions of the Articles of Incorporation or these Bylaws or by law, notice is required to be given to any Director or shareholder, such notice may be given in writing, by mail; by telegram, telex or facsimile transmission; by other form of wire or wireless communication; or by private carrier. Unless otherwise required or permitted by law, such notice shall be deemed to be effective at the earliest of when received, or when delivered, properly addressed, to the addressee's last known principal place of business or residence; or, except as provided in the immediate next sentence, five days after the same shall be deposited in the United States mail if mailed with first-class postage prepaid and correctly addressed; or on the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee. Written notice to the Company's shareholders, if in comprehensible form, is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the shareholder's address shown in the Company's current record of shareholders; provided, however, that if the Company has more than 500 shareholders of record entitled to vote at a meeting, it may utilize a class of mail other than first class if the notice of meeting is mailed, with adequate postage prepaid, not less than 30 days before the date of the meeting. Notice to any Director or shareholder may also be oral if oral notice is reasonable under the circumstances. Oral notice is effective when communicated if communicated in a comprehensible manner. If these forms of personal notice are impractical, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
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ARTICLE V
SECTION 5.1. Appointment. Appointment. The Board of Directors shall appoint such officers of the Company and its subsidiaries as it shall deem necessary, which officers shall include: (a) for the Company, a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer and a Corporate Secretary; and (b) any other executive officer of the Company who is designated by the Board of Directors as an “executive officer” for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended. Each of the officers appointed by the Board shall exercise such powers and perform such duties as may be specified in the applicable Bylaws or as shall otherwise be determined from time to time by the Board of Directors consistent with the applicable Bylaws. Each such officer shall hold office until the corresponding meeting of the Board of Directors in the next year and until each such successor officer shall have been duly appointed and qualified or until such officer shall have resigned or shall have been removed in the manner provided in Section 5.2 of this Article V. Any number of offices may be held by the same person unless the Articles of Incorporation or these Bylaws otherwise provide. The appointment of an officer does not itself create contract rights.
SECTION 5.3. Vacancies. Any vacancy in office resulting from any cause may be filled by the Board of Directors at any regular or special meeting.
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powers of the Chief Executive Officer during the absence or disability of the Chief Executive Officer.
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SECTION 5.4.6. Chief Operating Officer. The Chief Operating Officer shall have general and active responsibility for the operations of the Company. The Chief Operating Officer shall have the usual powers and duties incident to the position of chief operating officer of a corporation and such other powers and duties as from time to time may be assigned by the Board of Directors.
SECTION 5.4.7. Corporate Secretary. The Corporate Secretary shall attend all meetings of the shareholders and all meetings of the Board of Directors and shall record all votes and minutes of all proceedings in books to be kept for that purpose, and shall perform like duties for the standing committees when required. The Corporate Secretary shall have custody of the corporate seal of the Company, shall have the authority to affix the same to any instrument the execution of which on behalf of the Company under its seal is duly authorized and shall attest to the same whenever required. The Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the same. The Corporate Secretary shall give, or cause to be given, any notice required to be given of any meetings of the shareholders, the Board of Directors and of the standing committees when required. The Corporate Secretary shall cause to be kept such books and records as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may require and shall cause to be prepared, recorded, transferred, issued, sealed and canceled certificates of stock as required by the transactions of the Company and its shareholders. The corporate Secretary shall attend to such correspondence and shall perform such other duties as may be incident to the office of a corporate secretary or as may be assigned to the Corporate Secretary by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.
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SECTION 5.4.10. Assistant Vice President, Assistant Corporate Secretary and Assistant Treasurer. One or more Assistant Vice Presidents, Assistant Corporate Secretaries and Assistant Treasurers, in the absence or disability of any Vice President, the Corporate Secretary or the Treasurer, respectively, shall perform the duties and exercise the powers of those offices, and, in general, they shall perform such other duties and shall exercise such other powers as the Board of Directors or the person appointing them may from time to time designate. Specifically the Assistant Corporate Secretaries may affix the corporate seal to all necessary documents and attest the signature of any officer of the Company.
SECTION 5.4.11. Other Officers. The Board of Directors may appoint such other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may from time to time authorize any officer to appoint other officers of the Company and its major subsidiaries, to prescribe the powers, term, duties and salary, if any, of such appointed officers, and to remove any officers thus appointed, consistent with the applicable Bylaws and the resolutions of the Board of Directors authorizing such appointment and removal.
SECTION 5.5. Officers Holding More Than One Office. The same person may simultaneously hold more than one office, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by statute, by the Articles of Incorporation or by these Bylaws to be executed, acknowledge or verified by any two or more officers.
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ARTICLE VI
In the event that the Board of Directors authorizes shares with certificates, each certificate representing shares of stock of the Company shall be in such form as shall be approved by the Board of Directors and shall set forth upon the face thereof the name of the Company and that it is organized under the laws of the State of Georgia, the name of the person to whom the certificate is issued, and the number and class of shares and the designation of the series, if any, the certificate represents. The Board of Directors may designate any one or more officers to sign each share certificate, either manually or by facsimile. In the absence of such designation, each share certificate must be signed by the President or a Vice President and the Corporate Secretary or an Assistant Corporate Secretary. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.
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SECTION 6.5. Transfer Agents and Registrars. The Board of Directors may establish such other regulations as it deems appropriate governing the issue, transfer, conversion and registration of share certificates, including appointment of transfer agents, clerks or registrars.
ARTICLE VII
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SECTION 7.5. Execution of Bonds, Debentures, Evidences of Indebtedness, Checks, Drafts and Other Obligations and Orders for Payment. The signatures of any officer or officers of the Company executing a corporate bond, debenture or other debt security of the Company or attesting the corporate seal thereon, or upon any interest coupons annexed to any such corporate bond, debenture or other debt security of the Company, and the corporate seal affixed to any such bond, debenture or other debt security of the Company, may be facsimiles, engraved or printed, provided that such bond, debenture or other debt security of the Company is authenticated or countersigned with the manual signature of an authorized officer of the corporate trustee designated by the indenture or other agreement under which said security is issued by a transfer agent, or registered by a registrar, other than the Company itself, or an employee of the Company. If the person who signed such, bond, debenture or other debt security of the Company, either manually or in facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.
SECTION 7.6. Business Combinations. All of the requirements of Sections 14-2‑1131 to 1133, inclusive, of the Code, as now in effect and as hereafter from time to time amended, shall be applicable to this Company and to any business combination approved or recommended by the Board of Directors.
ARTICLE VIII
SECTION 8.1. Emergency Bylaws. This Article shall be operative during any emergency resulting from some catastrophic event that prevents a quorum of the Board of Directors or any committee thereof from being readily assembled (an "emergency"), notwithstanding any different or conflicting provisions set forth elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not inconsistent with the provisions of this Article, the bylaws set forth elsewhere herein and the provisions of the Articles of Incorporation shall remain in effect during such emergency, and upon termination of such emergency, the provisions of this Article shall cease to be operative.
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SECTION 8.5. Liability. Corporate action taken in good faith in accordance with the emergency bylaws may not be used to impose liability on a Director, officer, employee or agent of the Company.
SECTION 8.6. Repeal or Change. The provisions of this Article shall be subject to repeal or change by further action of the Board of Directors or by action of shareholders, but no such repeal or change shall modify the provisions of the immediately preceding section of this Article with regard to action taken prior to the time of such repeal or change.
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