BYLAWS
OF
PERRY & CO.
ARTICLE I
Offices
The Corporation shall at all times maintain a registered office in the
State of Georgia and a registered agent at that address but may have other
offices located within or without the State of Georgia as the Board of
Directors may determine.
ARTICLE II
Shareholders' Meetings
2.1 Annual Meeting. A meeting of the shareholders of the Corporation
shall be held annually. The annual meeting shall be held at such time and
place on such date as the directors shall determine from time to time and
as shall be specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the President or any holder
or holders of at least twenty-five percent (25%) of the outstanding capital
stock of the Corporation. Special meetings shall be held at such a time
and place and on such date as shall be specified in the notice of the
meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders' meetings
stating the place, day and hour of the meeting shall be given in writing
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either mailed to the last known address or personally given to
each shareholder. Notice of any special meeting of shareholders shall
state the purpose or purposes for which the meeting is called. Notice of
any meeting at which amendments to or restatement of the Articles of
Incorporation, a merger of the Corporation, a share exchange, or the
disposition of corporate assets requiring shareholder approval are to be
considered shall state such purpose, and further comply with all requirements of
law. Notice of a meeting may be waived by an instrument in
writing executed before or after the meeting. The waiver need not specify
the purpose of the meeting or the business transacted, unless one of the
purposes of the meeting concerns a plan of merger or consolidation, in
which event the waiver shall comply with the further requirements of law
concerning such waivers. Attendance at such meeting in person or by proxy
shall constitute a waiver of notice thereof unless the shareholder shall
provide written notice to the Corporation prior to the taking of any action
by the shareholders at such meeting that his attendance is not to be deemed
a waiver of the requirement that such notice be given or of the adequacy of
any notice that may have been given to such shareholder.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction
of business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at
the meeting and entitled to vote. A lesser number may adjourn from day to
day, and shall announce the time and place to which the meeting is adjourned.
2.6 Action in Lieu of Meeting. Any action to be taken at a meeting
of the shareholders of the Corporation, or any action that 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
shareholders entitled to vote with respect to the subject matter thereof
and any further requirements of law pertaining to such consents have been
complied with.
ARTICLE III
Directors
3.1 Management. Subject to these Bylaws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the Corporation shall be vested in the Board of Directors,
which shall have and may exercise all of the powers that may be exercised
or performed by the Corporation.
3.2 Number of Directors. The shareholders shall fix by resolution
the precise number of members of the Board of Directors. Directors shall
be elected at each annual meeting of the shareholders and shall serve for a
term of one year or until their successors are elected. A majority of said
directors shall constitute a quorum for the transactions of business. All
resolutions adopted and all business transacted by the Board of Directors
shall require the affirmative vote of a majority of the directors present
at the meeting.
3.3 Vacancies. The directors may fill the place of any director
which may become vacant prior to the expiration of his term, by vote of a
majority of the remaining directors, though less than a quorum, or by the
sole remaining director, as the case may be. Any such director elected to
fill a vacancy shall be elected for the unexpired term of the director
whose place has become vacant.
3.4 Meetings. The directors shall meet annually, without notice,
following the annual meeting of the shareholders. Special meetings of the
directors may be called at any time by the President or by any director, on
two (2) days' written notice to each director, which notice shall specify
the date, time, and place of the meeting. Notice of any such meeting may
be waived by an instrument in writing executed before or after the meeting.
Directors may attend and participate in meetings either in person or by
means of conference telephones or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting by means of such communications equipment shall
constitute presence in person at any meeting. Attendance in person at such
meeting shall constitute a waiver of notice thereof.
3.5 Action in Lieu of Meeting. Any action to be taken at a meeting
of the directors, or any action that may be taken at a meeting of the
directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors and any
further requirements of law pertaining to such consents have been complied
with.
ARTICLE IV
Officers
4.1 General Provisions. The officers of the Corporation shall
consist of a Chairman, a President, a Secretary and a Treasurer who shall
be elected by the Board of Directors, and such other officers as may be
elected by the Board of Directors or appointed as provided in these Bylaws.
Each officer shall be elected or appointed for a term of office running
until the meeting of the Board of Directors following the next annual
meeting of the shareholders of the Corporation, or such other term as is
provided by resolution of the Board of Directors or the appointment to
office. Each officer shall serve for the term of office for which he is
elected or appointed and has qualified or until his earlier resignation,
removal from office or death. Any two or more offices may be held by the
same person.
4.2 Chairman. The Chairman shall be the chief executive officer of
the Corporation and shall, to the extent not delegated to the President,
have general and active management of the operations of the Corporation.
He shall be responsible for the administration of the Corporation, including
general supervision of the policies of the Corporation and general and
active management of the financial affairs of the Corporation, and shall be
authorized to execute bonds, mortgages or other contracts in the name and
on behalf of the Corporation.
4.3 President. The President shall be the chief operating officer of
the Corporation and shall have general and active management of the
operations of the Corporation. He shall be responsible for the administration
of the Corporation, including general supervision of the policies of
the Corporation and general and active management of the financial affairs
of the Corporation, and shall be authorized to execute bonds, mortgages or
other contracts in the name and on behalf of the Corporation.
4.4 Secretary. The Secretary shall keep minutes of all meetings of
the shareholders and directors and have charge of the minute books, stock
books and seal of the Corporation and shall perform such other duties and
have such other powers as may from time to time be delegated to him by the
President or the Board of Directors.
4.5 Treasurer. The Treasurer shall be charged with the management of
the financial affairs of the Corporation, shall have the power to recommend
action concerning the Corporation's affairs to the President, and shall
perform such other duties and have such other powers as may from time to
time be delegated to him by the President or Board of Directors.
4.6 Assistant Officers. Assistants to the Secretary and Treasurer
may be appointed by the President or by the Board of Directors and shall
have such duties as shall be delegated to them by the President or the
Board of Directors.
4.7 Vice Presidents. The Corporation may have one or more Vice
Presidents, elected by the Board of Directors, who shall perform such
duties as may be delegated by the President or the Board of Directors.
ARTICLE V
Capital Stock
5.1 Share Certificates. Share certificates shall be numbered in the
order in which they are issued. They shall be signed by the President and
Secretary and the seal of the Corporation shall be affixed thereto. Share
certificates shall be kept in a book and shall be issued in consecutive
order therefrom. The name of the person owning the shares, the number of
shares, and the date of issue shall be entered on the stub of each
certificate. Share certificates exchanged or returned shall be canceled by the
Secretary and placed in their original place in the stock book.
5.2 Transfers of Shares. Transfers of shares shall be made on the
stock books of the Corporation by the holder in person or by power of
attorney, on surrender of the old certificate for such shares, duly
assigned.
5.3 Voting. The holders of the capital stock shall be entitled to
one vote for each share of stock standing in their name.
ARTICLE VI
Seal
The seal of the Corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient
to use such a seal at any time, the signature of the Corporation followed
by the word "Seal" enclosed in parentheses or scroll shall be deemed the
seal of the Corporation. The seal shall be in the custody of the Secretary
and affixed by him or by his assistants on the share certificates and other
appropriate papers.
ARTICLE VII
Amendment
These Bylaws may be amended by majority vote of the Board of Directors
of the Corporation or by majority vote of the shareholders, provided that
the shareholders may provide by resolution that any bylaw provision
repealed, amended, adopted or altered by them may not be repealed, amended,
adopted or altered by the Board of Directors.
I HEREBY CERTIFY that the foregoing Bylaws were duly adopted by the
Board of Directors of the Corporation on the 1st day of December, 1992.
/s/ Edythe J. Baker
-----------------------------------
Secretary
(CORPORATE SEAL)