EXHIBIT 3.246
EXECUTION
NATIONAL CONVERTING COMPANY, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1.Principal Office. The principal office of the corporation shall be located at Ledbetter Street; Post Office Box 190; Cordova, Richmond County, North Carolina 28330, or at such other places as may be determined from time to time by the directors.
Section 2.Registered Office. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3.Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1.Place of Meetings. All meetings of shareholders shall be held at the registered office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.
Section 2.Annual Meetings. The annual meeting of shareholders shall be held at the office of the corporation on the2nd Tuesday ofApril of each year, if not a legal holiday, but if a legal holiday, then on the next day following not a legal holiday for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting.
Section 3.Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4.Special Meetings. Special meetings of the shareholders may be called at any time by the president, secretary or board of directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meetings.
Section 5.Notice of Meetings. Written or printed notice stating the time and place of the meeting shall be delivered not less than ten or more than fifty days before the date thereof, either personally, or by mail, to each shareholder of record entitled to vote at such meeting, by or at the direction of the president, the secretary or other persons calling the meeting.
In case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.
Section 6.Voting Lists. At least ten days before each meeting of shareholders the secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meetings, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the corporation for a period of ten days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. This list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.
Section 7.Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
The shareholders at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 8.Voting of Shares. Each outstanding share having voting rights shall be entitled to one vote in person or by proxy on each matter submitted to a vote at a meeting of shareholders.
Except in the election of directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the charter or bylaws of this corporation.
Voting on all matters except the election of directors shall be by voice vote or by a show of hands unless the holders of one-tenth of the shares represented at the meeting shall prior to the voting on any matter, demand a ballot vote on that particular matter.
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Section 9.Informal Action by Shareholders.
(a) The transactions of any meeting of shareholders, however called and with whatever notice, if any, are as valid as though had at a meeting duly held after regular call and notice, if:
(1) All the shareholders entitled to vote are present in person or by proxy and no objection to holding the meeting is made by any shareholder, or if
(2) A quorum is present either in person or by proxy and no objection to holding the meeting is made by anyone so present, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting, or an approval of the action taken as shown by the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting.
(b) Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the secretary of the corporation to be kept in the corporation minute book.
ARTICLE III
DIRECTORS
Section 1.General Powers. The business and affairs of the corporation shall be managed by the board of directors or by such executive committee as the board may establish pursuant to these bylaws.
Section 2.Number, Term and Qualifications. The number of directors of the corporation shall be not less than one nor more than six. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the corporation.
Section 3.Election of Directors. Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders. Those persons who receive the highest number of votes shall be deemed to have been elected. In the event that all vacancies on the board are not filled after the first ballot, by reason of a tie vote, the one candidate receiving the least number of votes shall be eliminated. There shall be a runoff election between the remaining candidates not elected on the first ballot, each shareholder to have the number of votes equivalent to the number of shares he owns multiplied by the number of directors remaining to be elected after the first ballot. If there is still one or more vacancies on the board, the above procedure shall be followed until the vacancies on the board are filled. If any shareholder so demands, election of directors shall be by ballot.
Section 4.Cumulative Voting. Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote, or
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to cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall announce the number of shares present in person and by proxy and shall thereupon grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.
Section 5.Removal. Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. However, unless the entire board is removed, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect a director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.
Section 6.Vacancies. Vacancies occurring in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by the sole remaining directors; but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors.
Section 7.Chairman. There may be a chairman of the board of directors elected by the directors from their number at any meeting of the board. The chairman shall preside at all meetings of the board of directors and perform such other duties as may be directed by the board.
Section 8.Compensation. The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.
Section 9.Executive Committee. The board of directors may, by resolution adopted by a majority of the number of directors fixed by these bylaws, designate two or more directors to constitute an executive committee, which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors in the management of the corporation.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1.Regular Meetings. A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.
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Section 2.Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. Such meetings may be held either within or without the State of North Carolina.
Section 3.Notice of Meetings. Regular meetings of the board of directors may be held without notice.
The person or persons calling a special meeting of the board of directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
Section 4.Quorum. A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.
Section 5.Manner of Acting. Except as otherwise provided in this Section, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
The vote of a majority of the number of directors fixed by these bylaws shall be required to adopt a resolution constituting an executive committee. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a bylaw, or to adopt a resolution dissolving the corporation without action by the shareholders. Vacancies in the board of directors may be filled as provided in Article III, Section 6, of these bylaws.
Section 6.Information Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the board, whether done before or after the action is taken, or if all the shareholders know of the action in question and make no prompt objection thereto. If a meeting of directors otherwise valid is held without proper call or notice, action taken at such meeting otherwise valid is deemed ratified by a director who did not attend unless promptly after having knowledge of the action taken and of the impropriety in question he files with the secretary or assistant secretary of the corporation his written objection to the holding of the meeting or to any specific action so taken.
ARTICLE V
OFFICERS
Section 1.Number. The officers of the corporation shall consist of a president, secretary, or treasurer, one vice president and such other vice presidents, or assistant secretaries, assistant treasurers and other officers as the board of directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of president and secretary.
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Section 2.Election and Term. The officers of the corporation shall be elected by the board of directors. Such elections may be held at any regular or special meeting of the board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.
Section 3.Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.
Section 4.Compensation. The compensation of all directors of the corporation shall be fixed by the board of directors.
Section 5.President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall supervise and control the management of the corporation in accordance with these bylaws.
He shall, when present, preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf 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 delegated by the board of directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 6.Vice Presidents. The vice presidents in the order of their election, unless otherwise determined by the board of directors, shall in the absence or disability of the president, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the board of directors may prescribe.
Section 7.Secretary. The president or secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these bylaws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number of and class of the shares held by each. He shall sign each such instrument as may require his signature, and in general, shall perform all duties incident to the office of secretary and such other duties as may be assigned him from time to time by the president or board of directors.
Section 8.Treasurer. The treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the board of directors. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office
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of the corporation within one month after the end of such calendar year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten years; and the treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor. The treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the president or by the board of directors.
Section 9.Assistant Secretaries and Assistant Treasurers. The assistant secretaries and assistant treasurers shall, in the absence or disability of the secretary or the treasurer, respectively, perform the duties and exercise the powers of these offices, and they shall, in general, perform such other duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.
Section 10.Bonds. The board of directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the board of directors.
ARTICLE VI
CONTRACTS, LOANS, BANK DEPOSITS
Section 1.Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2.Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3.Checks and Drafts. All checks, drafts or other orders for payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 4.Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the board of directors shall direct.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1.Certificates for Shares. Certificates representing shares of the corporation shall be issued, in such form as the board of directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the president, or any vice president, and the secretary, assistant secretary, treasurer or assistant treasurer. They shall
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be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.
Section 2.Transfer of Stocks. Transfer of shares shall be made on the stock transfer books of the corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder or by his duly authorized agent, transferee or legal representatives. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.
Section 3.Closing Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment or any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty days, and, in case of a meeting of shareholders, not less than ten days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
Section 4.Lost Certificates. The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the board may require the claimant to give the corporation a bond in such sum as it may direct to indemnify the corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.
Section 5.Small Business Corporation Stock. It is the intention that the stock issued to shareholders shall be Small Business Corporation Stock within the meaning of Section 1244 of the Federal Internal Revenue Code and the regulations issued thereunder.
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ARTICLE VIII
GENERAL PROVISIONS
Section 1.Dividends. The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and by its charter.
Section 2.Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed CORPORATE SEAL, 1992, NORTH CAROLINA; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.
Section 3.Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 4.Year. Unless otherwise ordered by the board of directors, the first year of the corporation shall be from the 1st day of June, 1992, through the 31st day of December, 1992, thereafter from the 1st day of January through the 31st day of December of each year.
Section 5.Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the board of directors.
The board of directors shall have no power to adopt a bylaw (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; (2) providing for the management of the corporation otherwise than by the board of directors or its executive committees; (3) increasing or decreasing the number of directors; (4) classifying and staggering the election of directors.
No bylaw adopted or amended by the shareholders shall be altered or repealed by the board of directors.
/s/ Robert J. Knorr |
| President |
| ATTESTED: |
/s/ [illegible] |
| Secretary |
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