Exhibit 3.1
BYLAWS
OF
CENTURYTEL, INC.
(as amended through August 26, 2003)
BYLAWS
CENTURYTEL, INC.
TABLE OF CONTENTS
ARTICLE I - Officers.........................................................1
Section 1. Required and Permitted Officers..........................1
Section 2. Election and Removal of Officers.........................4
ARTICLE II - Board of Directors..............................................5
Section 1. Powers...................................................5
Section 2. Organizational and Regular Meetings......................5
Section 3. Special Meetings.........................................5
Section 4. Waiver of Notice.........................................6
Section 5. Quorum...................................................6
Section 6. Notice of Adjournment....................................6
Section 7. Written Consents.........................................6
Section 8. Voting...................................................6
Section 9. Use of Communications Equipment..........................7
Section 10. Indemnification.........................................7
Section 11. Certain Qualifications.................................11
ARTICLE III - Committees.....................................................12
Section 1. Committees..............................................12
Section 2. Appointment and Removal of Committee Members............13
Section 3. Procedures for Committees...............................13
Section 4. Meetings................................................14
Section 5. Authority of Chairman to Appoint Committees.............14
ARTICLE IV - Shareholders' Meetings.........................................14
Section 1. Place of Meetings.......................................14
Section 2. Annual Meeting..........................................14
Section 3. Special Meetings........................................15
Section 4. Notice of Meetings......................................15
Section 5. Notice of Shareholder Nominations and
Shareholder Business...................................15
Section 6. Quorum..................................................17
Section 7. Voting Power Present or Represented.....................18
Section 8. Voting Requirements.....................................18
Section 9. Proxies.................................................18
Section 10. Adjournments...........................................19
Section 11. Written Consents.......................................19
Section 12. List of Shareholders...................................19
Section 13. Procedure at Shareholders Meetings.....................19
ARTICLE V - Certificates of Stock..........................................20
ARTICLE VI - Registered Shareholders........................................20
ARTICLE VII - Loss of Certificate............................................20
ARTICLE VIII -Checks.........................................................20
ARTICLE IX - Dividends......................................................21
ARTICLE X - Inapplicability of Louisiana Control Share Statute.............21
ARTICLE XI - Certain Definitions............................................21
ARTICLE XII - Amendments.....................................................21
BYLAWS
(Amended entirely May 23, 1995)
(Amended Article I, Section I, Subsection 1.1(L),
added new Subsection 1.1(O), and amended
Subsection 1.2 - October 7, 1996)
(Amended Article III, Section 1.1(B), Section 1 by
adding new Subsection 1.3, Sections 3 and 4
amended in their entirety - November 21, 1996)
(Amended Article I, Section I by adding, deleting,
revising or renumbering various paragraphs of
Subsection 1.1 and by revising Subsection 1.2 -
October 7, 1998)
(Amended Article I, Section I by adding or renumbering
various paragraphs of Subsection 1.1, by revising
Subsection 1.2, Article IV, Section 5,
Subsections 5.2 and 5.7 amended in their entirety -
November 19, 1998)
(Amended Article I, Section I by adding
Subsection 1.1(G), amending
Subsection 1.2 and renumbering
subsections - August 24, 1999)
(Amended Article III, Section 1.1(D) - November 18,
1999) (Amended Article III in its entirety -
February 25, 2003)
(Amended Article I, Section 1.1(A, B and P) and Article II, Section
3.1 - August 26, 2003)
ARTICLE I
OFFICERS
Section 1. Required and Permitted Officers
1.1 Officers. The officers of the Corporation shall be a Chairman of
the Board; a Chief Executive Officer; a President; a Secretary; and a Treasurer.
The Board may elect such other officers as the Board may determine. An officer
need not be a Director and any two or more of the offices may be held by one
person, provided, however, that a person holding more than one office may not
sign in more than one capacity any certificate or any instrument required to be
signed by two officers. The required and permitted officers and duties thereof
are as follows:
A. Chairman of the Board (Chairman). The Board shall elect from their
own number a Chairman. The Chairman shall preside at all meetings of the
shareholders and Directors, ensure that all orders, policies and resolutions of
the Board are carried out and perform such other duties as may be prescribed by
the Board of Directors or these Bylaws. In the event of the death, resignation
or permanent incapacitation of the Chief Executive Officer, the Chairman shall
automatically succeed to the office of Chief Executive Officer until such time
as the Board of Directors duly elects a new Chief Executive Officer and subject
to any terms, conditions or limitations governing such succession as may be
established by the Board.
B. Vice Chairman of the Board (Vice Chairman). The Board may from
time to time elect from their own number a Vice Chairman. The Vice Chairman
shall (i) preside at any meeting of the shareholders or Directors in the absence
or inability of the Chairman to serve and (ii) perform such other duties as may
be assigned by the Chairman, the Board of Directors or these Bylaws. In the
event of the death, resignation or permanent incapacitation of the Chairman, the
Vice Chairman shall automatically succeed to the office of Chairman until such
time as the Board of Directors duly elects a new Chairman and subject to any
terms, conditions or limitations governing such succession as may be established
by the Board.
C. Chief Executive Officer (CEO). The CEO, subject to the powers of
the Chairman and the supervision of the Board of Directors, shall have general
supervision, direction and control of the business and affairs of the
Corporation. He may sign, execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other obligations and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws. The CEO shall have general supervision and direction
of the officers of the Corporation and all such powers as may be reasonably
incident to such responsibilities except where the supervision and direction of
an officer is delegated expressly to another by the Board of Directors or these
Bylaws. Without limiting the generality of the foregoing the CEO shall establish
the annual salaries of each non-executive officer of the Corporation, unless
otherwise directed by the Board, and the annual salaries of each officer of the
Corporation's subsidiaries, unless otherwise directed by the respective boards
of directors of such subsidiaries.
D. President. The President may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds, and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors, the Chairman, the CEO, or these Bylaws.
E. Chief Operating Officer (COO). The COO, subject to the powers of
the CEO and the supervision of the Board of Directors, shall manage the
day-to-day operations of the Corporation, shall perform such other duties as
may be prescribed by the Board of Directors or the CEO, and shall have the
general powers and duties usually vested in the chief operating officer of a
corporation. Without limiting the generality of the foregoing, the COO shall
supervise any other officer designated by the CEO and shall have all such powers
as may be reasonably incident to such responsibilities. Unless otherwise
provided by law or the Board of Directors, he may sign, execute and deliver in
the name of the Corporation powers of attorney, contracts, and bonds.
F. Chief Financial Officer. The Chief Financial Officer shall be the
principal financial officer of the Corporation. He shall manage the financial
affairs of the Corporation and direct the activities of the Treasurer,
Controller and other officers responsible for the Corporation's finances. He
shall be responsible for all internal and external financial reporting. Unless
otherwise provided by law or the Board of Directors, he may sign, execute and
deliver in the name of the Corporation powers of attorney, contracts, bonds, and
other obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by these Bylaws.
G. Chief Administrative Officer (CAO). The CAO, subject to the
supervision of the Board of Directors, shall be in general and active charge of
the administrative functions of the Corporation, shall perform such other duties
as may be prescribed by the Board of Directors and shall have the general powers
and duties usually vested in the chief administrative officer of a corporation.
Without limiting the generality of the foregoing, the CAO shall have the
authority to hire and discharge employees and agents of the Corporation under
his supervision, other than officers, and shall oversee the development and
implementation of the Corporation's administrative policies.
H. Chief Information Officer (CIO). The CIO, subject to the powers of
the CEO, shall be responsible for identifying and addressing the Corporation's
information systems needs. The CIO shall be responsible for identifying changes
and trends in computer and systems technology that affect the Corporation and
its operations, determining long-term corporate-wide information needs and
developing overall strategy for information needs and systems development. The
CIO shall be responsible for assuring the integrity of corporate data,
proprietary information and related intellectual property stored in the
Corporation's information systems.
I. General Counsel. The General Counsel shall be directly responsible
for advising the Board of Directors, the Corporation, and its officers and
employees in matters affecting the legal affairs of the Corporation. He shall
determine the need for and, if necessary, select outside counsel to represent
the Corporation and approve all fees in connection with their representation. He
shall also have such other powers, duties and authority as may be prescribed to
him from time to time by the CEO, the Board of Directors, or these Bylaws.
J. Treasurer. As directed by the Chief Financial Officer, the
Treasurer shall have general custody of all the funds and securities of the
Corporation. He may sign, with the CEO, President, Chief Financial Officer or
such other person or persons as may be specifically designated by the Board of
Directors, all bills of exchange or promissory notes of the Corporation. He
shall perform such other duties as may be prescribed from time to time by the
Chief Financial Officer or these Bylaws.
K. Controller. As directed by the Chief Financial Officer, the
Controller shall be responsible for the development and maintenance of the
accounting systems used by the Corporation and its subsidiaries. The Controller
shall be authorized to implement policies and procedures to ensure that the
Corporation and its subsidiaries maintain internal accounting control systems
designed to provide reasonable assurance that the accounting records accurately
reflect business transactions and that such transactions are in accordance with
management's authorization. Additionally, as directed by the Chief Financial
Officer, the Controller shall be responsible for internal and external financial
reporting for the Corporation and its subsidiaries.
L. Assistant Treasurer. The Assistant Treasurer shall have such
powers and perform such duties as may be assigned by the Treasurer. In the
absence or disability of the Treasurer, the Assistant Treasurer shall perform
the duties and exercise the powers of the Treasurer.
M. Secretary. The Secretary shall keep the minutes of all meetings of
the shareholders, the Board of Directors and its committees or subcommittees. He
shall cause notice to be given of meetings of shareholders, of the Board of
Directors and of any committee or subcommittee of the Board. He shall have
custody of the corporate seal and general charge of the records, documents and
papers of the Corporation not pertaining to the duties vested in other officers,
which shall at all reasonable times be open to the examination of any Director.
He may sign or execute contracts with any other officer thereunto authorized in
the name of the Corporation and affix the seal of Corporation thereto. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.
N. Assistant Secretary. The Assistant Secretary shall have powers and
perform such duties as may be assigned by the Secretary. In the absence or
disability of the Secretary, the Assistant Secretary shall perform the duties
and exercise the powers of the Secretary.
O. Executive Vice President(s). The Executive Vice President(s)
shall, in addition to exercising such powers and performing such duties
associated with any other office held thereby, assist the CEO in discharging the
duties of that office in any manner requested, and shall perform any other
duties as may be prescribed by the Board of Directors, by the CEO or by these
Bylaws.
P. Senior Vice President(s). The Senior Vice President(s) shall, in
addition to exercising such powers and performing such duties associated with
any other office held thereby, perform such duties as may be prescribed from
time to time by the Board of Directors, by the CEO or by these Bylaws (or, with
respect to any Senior Vice President(s) who report to some other executive
officer, by such other executive officer).
Q. Vice President(s). The Vice President(s) shall have such powers
and perform such duties as may be assigned to them by the Board of Directors,
the CEO, the President, or any Executive Vice President, Senior Vice President
or other officer to whom they report. A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of his duties.
R. Assistant Vice President(s). The Assistant Vice President(s) shall
have such powers and perform such duties as may be assigned to them by the Board
of Directors, the CEO, the President or the officer to whom they report. An
Assistant Vice President may sign and execute contracts and other obligations
pertaining to the regular course of his duties.
1.2 Executive Officer Group. The Executive Officer Group shall be
comprised of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the Chief
Administrative Officer, the Chief Information Officer and each Executive or
Senior Vice President.
Section 2. Election and Removal of Officers
2.1 Election. The officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of the shareholders
and, at any time, the Board may remove any officer (with or without cause, and
regardless of any contractual obligation to such officer) and fill a vacancy in
any office, but any election to, removal from or appointment to fill a vacancy
in any office, and the determination of the terms of employment thereof, shall
require the affirmative votes of (a) a majority of the Directors then in office
and (b) a majority of the Continuing Directors, voting as a separate group.
2.2 Removal. In addition, the Chief Executive Officer is empowered in
his sole discretion to remove or suspend any officer or other employee of the
Corporation who (a) fails to respond satisfactorily to the Corporation
respecting any inquiry by the Corporation for information to enable it to make
any certification required by the Federal Communications Commission under the
Anti-Drug Abuse Act of 1988, (b) is arrested or convicted of any offense
concerning the distribution or possession of, or trafficking in, drugs or other
controlled substances, or (c) the Chief Executive Officer believes to have been
engaged in actions that could lead to such an arrest or conviction.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers
In addition to the powers and authorities by these Bylaws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws required to be exercised or
done by the shareholders.
Section 2. Organizational and Regular Meetings
The Board of Directors shall hold an annual organizational meeting,
without notice, immediately following the adjournment of the annual meeting of
the shareholders and shall hold a regular meeting on the first Tuesday after the
twentieth day in the months of February, May, August and November of each year.
The Secretary shall give not less than five days' written notice to each
Director of all regular meetings, which notice shall state the time and place of
the meeting.
Section 3. Special Meetings
3.1 Call of Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman or, if he is absent or unable to act, by
the Vice Chairman or, if he is absent or unable to act, by the President. Upon
the written request of any two Directors delivered to the Chairman, the Vice
Chairman, the President or the Secretary of the Corporation, a special meeting
shall be called.
3.2 Notice. Written notice of the time and place of special meetings
shall be delivered personally to the Directors or sent to each Director by
letter or by telegram, charges prepaid, addressed to him at his address shown in
the Corporation's records. In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail at least 72 hours prior to the
meeting or delivered to an overnight mail delivery service or to the telegraph
company in the place in which the principal office of the corporation is located
at least 48 hours prior to the meeting. In case such notice is personally
delivered as above provided, it shall be so delivered at least 24 hours prior to
the meeting. The foregoing notwithstanding, if the Chairman or the President
shall determine, in his sole discretion, that the subject of the special meeting
is urgent and must be considered by the Board without delay, notice may be given
by personal delivery or by telephone not less than 12 hours prior to the time
set for the meeting, provided a confirming telegram or overnight letter is sent
to the Director contemporaneously. Such mailing, telegraphing, telephoning or
personal delivery as above provided shall be due, legal and personal notice to
such Director.
Section 4. Waiver of Notice
Any Director may waive notice of a meeting by written waiver executed
either before or after the meeting. Directors present at any regular or special
meeting shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone shall not be
deemed to have received or waived due notice if, at the beginning of the
meeting, he objects to the transaction of any business because the meeting is
not lawfully called.
Section 5. Quorum
A majority of the authorized number of Directors as fixed by or
pursuant to the Articles of Incorporation shall be necessary to constitute a
quorum for the transaction of business, provided, however, that a minority of
the Directors, in the absence of a quorum, may adjourn from time to time, but
may not transact any business. If a quorum is present when the meeting convened,
the directors present may continue to do business, taking action by vote of a
majority of a quorum, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum or the refusal of any director
present to vote.
Section 6. Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not
be given to absent Directors if the time and place is fixed at the meeting
adjourned.
Section 7. Written Consents
Anything to the contrary contained in these Bylaws notwithstanding, any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board of Directors shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such Directors at a meeting.
Section 8. Voting
At all meetings of the Board, each Director present shall have one
vote. At all meetings of the Board, all questions, the manner of deciding which
is not otherwise specifically regulated by law, the Articles of Incorporation or
these Bylaws, shall be determined by a majority of the Directors present at the
meeting, provided, however, that any shares of other corporations owned by the
Corporation shall be voted only pursuant to resolutions duly adopted upon the
affirmative votes of (a) 80% of the Directors then in office and (b) a majority
of the Continuing Directors, voting as a separate group.
Section 9. Use of Communications Equipment
Meetings of the Board of Directors may be held by means of telephone
conference calls or similar communications equipment provided that all persons
participating in the meeting can hear and communicate with each other.
Section 10. Indemnification
10.1 Definitions. As used in this Section:
(a) The term "Expenses" shall mean any expenses or costs
(including, without limitation, attorney's fees, judgments, punitive or
exemplary damages, fines and amounts paid in settlement). If any of the
foregoing amounts paid on behalf of Indemnitee are not deductible by Indemnitee
for federal or state income tax purposes, the Corporation will reimburse
Indemnitee for tax liability with respect thereto by paying to Indemnitee an
amount which, after taking into account taxes on such amount, equals
Indemnitee's incremental tax liability.
(b) The term "Claim" shall mean any threatened, pending
or completed claim, action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether made judicially or extra-judicially,
or any separate issue or matter therein, as the context requires.
(c) The term "Determining Body" shall mean (i) those
members of the Board of Directors who are not named as parties to the Claim for
which indemnification is being sought ("Impartial Directors"), if there are at
least three Impartial Directors, or (ii) a committee of at least three directors
appointed by the Board of Directors (regardless of whether the members of the
Board of Directors voting on such appointment are Impartial Directors) and
composed of Impartial Directors or (iii) if there are fewer than three Impartial
Directors or if the Board of Directors or a committee appointed thereby so
directs (regardless of whether the members thereof are Impartial Directors),
independent legal counsel, which may be the regular outside counsel of the
Corporation.
(d) The term "Indemnitee" shall mean each director and
officer and each former director and officer of the Corporation.
10.2 Indemnity. (a) To the extent any Expenses incurred by Indemnitee
are in excess of the amounts reimbursed or indemnified pursuant to policies of
liability insurance maintained by the Corporation, the Corporation shall
indemnify and hold harmless Indemnitee against any such Expenses actually and
reasonably incurred in connection with any Claim against Indemnitee (whether as
a subject of or party to, or a proposed or threatened subject of or party to,
the Claim) or in which Indemnitee is involved solely as a witness or person
required to give evidence, by reason of his position (i) as a director or
officer of the Corporation, (ii) as a director or officer of any subsidiary of
the Corporation or as a fiduciary with respect to any employee benefit plan of
the Corporation, or (iii) as a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other for-profit or not-for-profit entity or enterprise, if such position is or
was held at the request of the Corporation, whether relating to service in such
position before or after the effective date of this Section 10, if (i) the
Indemnitee is successful in his defense of the Claim on the merits or otherwise
or (ii) the Indemnitee has been found by the Determining Body (acting in good
faith) to have met the Standard of Conduct; provided that (a) the amount of
Expenses for which the Corporation shall indemnify Indemnitee may be reduced by
the Determining Body to such amount as it deems proper if it determines in good
faith that the Claim involved the receipt of a personal benefit by Indemnitee
and (b) no indemnification shall be made in respect of any Claim as to which
Indemnitee shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for willful or intentional
misconduct in the performance of his duty to the Corporation or to have obtained
an improper benefit, unless, and only to the extent that, a court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court shall deem
proper; and provided further that, if the Claim involves Indemnitee by reason of
his position with an entity or enterprise described in clause (ii) or (iii) of
this Section 10.2(a) and if Indemnitee may be entitled to indemnification with
respect to such Claim from such entity or enterprise, Indemnitee shall be
entitled to indemnification hereunder only (x) if he has applied to such entity
or enterprise for indemnification with respect to the Claim and (y) to the
extent that indemnification to which he would be entitled hereunder but for this
proviso exceeds the indemnification paid by such other entity or enterprise.
(b) For purposes of this Section, the Standard of Conduct
is met when conduct by an Indemnitee with respect to which a Claim is asserted
was conduct that he reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, in the case of a Claim which is a criminal
action or proceeding, conduct that the Indemnitee had no reasonable cause to
believe was unlawful. The termination of any Claim by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not meet the
Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any
Claim, Indemnitee shall notify the Chief Executive Officer of the existence of
the Claim, who shall promptly advise the members of the Board of Directors
thereof and that establishing the Determining Body will be a matter presented at
the next regularly scheduled meeting of the Board of Directors. After the
Determining Body has been established the Chief Executive Officer shall inform
Indemnitee thereof and Indemnitee shall immediately notify the Determining Body
of all facts relevant to the Claim known to such Indemnitee. Within 60 days of
the receipt of such notice and information, together with such additional
information as the Determining Body may request of Indemnitee, the Determining
Body shall report to Indemnitee of its determination whether Indemnitee has met
the Standard of Conduct. The Determining Body may extend the period of time for
determining whether the Standard of Conduct has been met, but in no event shall
such period of time be extended beyond an additional 60 days.
(d) If, after determining that the Standard of Conduct
has been met, the Determining Body obtains facts of which it was not aware at
the time it made such determination, the Determining Body on its own motion,
after notifying the Indemnitee and providing him an opportunity to be heard,
may, on the basis of such facts, revoke such determination, provided that, in
the absence of actual fraud by Indemnitee, no such revocation may be made later
than 30 days after final disposition of the Claim.
(e) Indemnitee shall promptly inform the Determining Body
upon his becoming aware of any relevant facts not theretofore provided by him to
the Determining Body, unless the Determining Body has obtained such facts by
other means.
(f) In the case of any Claim not involving a proposed,
threatened or pending criminal proceeding (i) if Indemnitee has, in the good
faith judgment of the Determining Body, met the Standard of Conduct, the
Corporation may, in its sole discretion, assume all responsibility for the
defense of the Claim, and, in any event, the Corporation and Indemnitee each
shall keep the other informed as to the progress of the defense of the Claim,
including prompt disclosure of any proposals for settlement; provided that if
the Corporation is a party to the Claim and Indemnitee reasonably determines
that there is a conflict between the positions of the Corporation and Indemnitee
with respect to the Claim, then Indemnitee shall be entitled to conduct his
defense with counsel of his choice; and provided further that Indemnitee shall
in any event be entitled at his expense to employ counsel chosen by him to
participate in the defense of the Claim; and (ii) the Corporation shall fairly
consider any proposals by Indemnitee for settlement of the Claim. If the
Corporation proposes a settlement of the Claim and such settlement is acceptable
to the person asserting the Claim or the Corporation believes a settlement
proposed by the person asserting the Claim should be accepted, it shall inform
Indemnitee of the terms of such proposed settlement and shall fix a reasonable
date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he
shall execute such documents as shall be necessary to make final the settlement.
If Indemnitee does not agree with such terms, Indemnitee may proceed with the
defense of the Claim in any manner he chooses, provided that if Indemnitee is
not successful on the merits or otherwise, the Corporation's obligation to
indemnify such Indemnitee as to any Expenses incurred by following his
disagreement shall be limited to the lesser of (A) the total Expenses incurred
by Indemnitee following his decision not to agree to such proposed settlement or
(B) the amount that the Corporation would have paid pursuant to the terms of the
proposed settlement. If, however, the proposed settlement would impose upon
Indemnitee any requirement to act or refrain from acting that would materially
interfere with the conduct of Indemnitee's affairs, Indemnitee shall be
permitted to refuse such settlement and proceed with the defense of the Claim,
if he so desires, at the Corporation's expense in accordance with the terms and
conditions of these Bylaws without regard to the limitations imposed by the
immediately preceding sentence. In any event, the Corporation shall not be
obligated to indemnify Indemnitee for an amount paid in settlement that the
Corporation has not approved.
(g) In the case of a Claim involving a proposed,
threatened or pending criminal proceeding, Indemnitee shall be entitled to
conduct the defense of the Claim and to make all decisions with respect thereto,
with counsel of his choice; provided that the Corporation shall not be obligated
to indemnify Indemnitee for an amount paid in settlement that the Corporation
has not approved.
(h) After notification to the Corporation of the
existence of a Claim, Indemnitee may from time to time request of the Chief
Executive Officer or, if the Chief Executive Officer is a party to the Claim as
to which indemnification is being sought, any officer who is not a party to the
Claim and who is designated by the Chief Executive Officer (the "Disbursing
Officer"), which designation shall be made promptly after receipt of the initial
request, that the Corporation advance to Indemnitee the Expenses (other than
fines, penalties, judgments or amounts paid in settlement) that he incurs in
pursuing a defense of the Claim prior to the time that the Determining Body
determines whether the Standard of Conduct has been met. The Disbursing Officer
shall pay to Indemnitee the amount requested (regardless of Indemnitee's
apparent ability to repay the funds) upon receipt of an undertaking by or on
behalf of Indemnitee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation under the
circumstances, provided that if the Disbursing Officer does not believe such
amount to be reasonable, he shall advance the amount deemed by him to be
reasonable and Indemnitee may apply directly to the Determining Body for the
remainder of the amount requested.
(i) After a determination that the Standard of Conduct
has been met, for so long as and to the extent that the Corporation is required
to indemnify Indemnitee under these Bylaws, the provisions of Paragraph (h)
shall continue to apply with respect to Expenses incurred after such time except
that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing
Officer shall pay to Indemnitee the amount of any fines, penalties or judgments
against him which have become final for which the Corporation is obligated to
indemnify him or any amount of indemnification ordered to be paid to him by a
court.
(j) Any determination by the Corporation with respect to
settlement of a Claim shall be made by the Determining Body.
(k) The Corporation and Indemnitee shall keep
confidential to the extent permitted by law and their fiduciary obligations all
facts and determinations provided pursuant to or arising out of the operation of
these Bylaws and the Corporation and Indemnitee shall instruct its or his agents
and employees to do likewise.
10.3 Enforcement. (a) The rights provided by this Section shall be
enforceable by Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his
rights under this Section, Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and all
Expenses actually and reasonably incurred by him in connection with such
proceeding, but only if he prevails therein. If it shall be determined that
Indemnitee is entitled to receive part but not all of the relief sought, then
Indemnitee shall be entitled to be reimbursed for all Expenses incurred by him
in connection with such proceeding if the indemnification amount to which he is
determined to be entitled exceeds 50% of the amount of his claim. Otherwise, the
Expenses sought incurred by Indemnitee in connection with such judicial
adjudication shall be appropriately prorated.
(c) In any judicial proceeding described in this
subsection, the Corporation shall bear the burden of proving that Indemnitee is
not entitled to Expenses sought with respect to any Claim.
10.4 Saving Clause. If any provision of this Section is determined by a
court having jurisdiction over the matter to require the Corporation to do or
refrain from doing any act that is in violation of applicable law, the court
shall be empowered to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification permitted by law
and such provision, as so modified or reformed, and the balance of this Section,
shall be applied in accordance with their terms. Without limiting the generality
of the foregoing, if any portion of this Section shall be invalidated on any
ground, the Corporation shall nevertheless indemnify and Indemnitee to the full
extent permitted by any applicable portion of this Section that shall not have
been invalidated and to the full extent permitted by law with respect to that
portion that has been invalidated.
10.5 Non-Exclusivity. (a) The indemnification and payment of Expenses
provided by or granted pursuant to this Section shall not be deemed exclusive of
any other rights to which Indemnitee is or may become entitled under any
statute, article of incorporation, bylaw, authorization of shareholders or
directors, agreement or otherwise.
(b) It is the intent of the Corporation by this Section
to indemnify and hold harmless Indemnitee to the fullest extent permitted by
law, so that if applicable law would permit the Corporation to provide broader
indemnification rights than are currently permitted, the Corporation shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by
applicable law notwithstanding that the other terms of this Section would
provide for lesser indemnification.
10.6 Successors and Assigns. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.
10.7 Indemnification of Other Persons. The Corporation may indemnify
any person not a director or officer of the Corporation to the extent authorized
by the Board of Directors or a committee of the Board expressly authorized by
the Board of Directors.
Section 11. Certain Qualifications
No person shall be eligible for nomination, election or service as a
director of the Corporation who shall (i) in the opinion of the Board of
Directors fail to respond satisfactorily to the Corporation respecting any
inquiry of the Corporation for information to enable the Corporation to make any
certification required by the Federal Communications Commission under the
Anti-Drug Abuse Act of 1988 or to determine the eligibility of such persons
under this section; (ii) have been arrested or convicted of any offense
concerning the distribution or possession of, or trafficking in, drugs or other
controlled substances, provided that in the case of an arrest the Board of
Directors may in its discretion determine that notwithstanding such arrest such
persons shall remain eligible under this Section; or (iii) have engaged in
actions that could lead to such an arrest or conviction and that the Board of
Directors determines would make it unwise for such person to serve as a director
of the Corporation. Any person serving as a director of the Corporation shall
automatically cease to be a director on such date as he ceases to have the
qualifications set forth in this Section, and his position shall be considered
vacant within the meaning of the Articles of Incorporation of the Corporation.
ARTICLE III
COMMITTEES
Section 1. Committees
1.1 Standing Committees. The Board of Directors shall have the
standing committees specified below:
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A. The Executive Committee shall consist of three or more Directors
(the exact number of which shall be set from time to time by the Board), one of
whom shall be the Chairman of the Board, who shall also serve as chairman of the
Executive Committee. To the full extent permitted by law and the Articles of
Incorporation, the Executive Committee shall have and may exercise all of the
powers of the Board in the management of the business and affairs of the
Corporation when the Board is not in session.
B. The Compensation Committee shall consist of three or more
Directors (the exact number of which shall be set from time to time by the
Board), who shall have such qualifications, powers and responsibilities as
specified in any charter that may from time to time be adopted by the
Compensation Committee and approved by the Board of Directors.
C. The Nominating and Corporate Governance Committee shall consist of
three or more Directors (the exact number of which shall be set from time to
time by the Board), who shall have such qualifications, powers and
responsibilities as specified in any charter that may from time to time be
adopted by the Nominating and Corporate Governance Committee and approved by the
Board of Directors.
D. The Audit Committee shall consist of three or more Directors (the
exact number of which shall be set from time to time by the Board), who shall
have such qualifications, powers and responsibilities as specified in any
charter that may from time to time be adopted by the Audit Committee and
approved by the Board of Directors.
E. The Risk Evaluation Committee shall consist of three or more
Directors (the exact number of which shall be set from time to time by the
Board), who shall have such qualifications, powers and responsibilities as
specified in any charter that may from time to time be adopted by the Risk
Evaluation Committee and approved by the Board of Directors.
1.2 Special Purpose Committees. The Board may authorize on an ad hoc
basis special pricing committees in connection with the issuance of securities
or such other special purpose committees as may be necessary or appropriate in
connection with the Board's management of the business and affairs of the
Corporation.
1.3 Subcommittees. As necessary or appropriate, each of the standing
committees listed in Section 1.1 may organize a standing or ad hoc subcommittee
for such purposes within the scope of its powers as it sees fit, and may
delegate to such subcommittee any of its powers as may be necessary or
appropriate to enable such subcommittee to discharge its duties and
responsibilities. Any such subcommittee shall be composed solely of members of
the standing committee, which shall appoint and replace such subcommittee
members. Each subcommittee member shall hold office during the term designated
by the standing committee, provided that such term shall automatically lapse if
such member ceases to be a member of the standing committee or fails to meet any
other qualifications that may be imposed by the standing committee.
Section 2. Appointment and Removal of Committee Members
Subject to Section 5 below, Directors shall be appointed to or removed
from a committee only upon the affirmative votes of:
1. A majority of the Directors then in office; and
2. A majority of the Continuing Directors, voting as a separat
group.
Each member of a committee shall serve until his or her successor is
duly appointed and qualified.
Section 3. Procedures for Committees
Each committee or subcommittee may adopt such charters, procedures or
regulations as it shall deem necessary for the proper conduct of its functions
and the performance of its responsibilities, provided that such charters,
procedures or regulations are consistent with (i) the Company's articles of
incorporation, bylaws and corporate governance guidelines, (ii) applicable laws,
regulations and stock exchange listing standards, and (iii) any regulations or
procedures specified for such committee by the Board of Directors or for such
subcommittee by the standing committee that authorized its organization under
Section 1.3 (collectively, the "Governing Standards"). Unless otherwise
determined by a committee or subcommittee, each meeting thereof shall be
convened pursuant to the notice requirements pertaining to meetings of the full
Board. Each committee and subcommittee shall keep written minutes of its
meetings.
Section 4. Meetings
A committee or subcommittee may invite to its meetings other directors,
representatives of management, counsel or other persons whose pertinent advice
or counsel is sought by the committee or subcommittees. A majority of the
members of any committee or subcommittee shall constitute a quorum and action by
a majority (or by any super-majority required by the Governing Standards) of a
quorum at any meeting of a committee or subcommittee shall be deemed action by
the committee or subcommittee. The committee or subcommittee may also take
action without meeting if all members thereof consent in writing thereto.
Meetings of a committee or subcommittee may be held by telephone conference
calls or other communications equipment provided each person participating may
hear and be heard by all other meeting participants. Each committee shall make
regular reports to the Board. All recommendations or actions of any committee or
subcommittee shall be subject to approval or ratification by the full Board of
Directors unless the committee or subcommittee possesses plenary power to act
independently with respect to such matter and the submission of such matter to
the full Board for action would be prohibited by, or contrary to the intent and
purpose of, any Governing Standards.
Section 5. Authority of Chairman to Fill Vacancies
Whenever the Board of Directors is not in session, the Chairman may
fill vacancies in any committees with the concurrence of the Nominating and
Corporate Governance Committee. Any such action by the Chairman shall be subject
to ratification or disapproval by the Board at its next meeting.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
Unless otherwise required by law or these Bylaws, all meetings of the
shareholders shall be held at the principal office of the Corporation or at such
other place, within or without the State of Louisiana, as may be designated by
the Board of Directors.
Section 2. Annual Meeting
An annual meeting of the shareholders shall be held on the date and at
the time as the Board of Directors shall designate for the purpose of electing
directors and for the transaction of such other business as may be properly
brought before the meeting. If no annual shareholders' meeting is held for a
period of 18 months, any shareholder may call such meeting to be held at the
registered office of the Corporation as shown on the records of the Secretary of
State of the State of Louisiana.
Section 3. Special Meetings
Special meetings of the shareholders, for any purpose or purposes, may
be called by the Chairman of the Board, the President or the Board of Directors.
Subject to the terms of any outstanding class or series of Preferred Stock that
entitles the holders thereof to call special meetings, the holders of a majority
of the Total Voting Power shall be required to cause the Secretary of the
Corporation to call a special meeting of shareholders pursuant to La. R.S.
12:73B (or any successor provision). Such requests of shareholders must state
the specific purpose or purposes of the proposed special meeting, and the
business to be brought before such meeting by the shareholders shall be limited
to such purpose or purposes.
Section 4. Notice of Meetings
Except as otherwise provided by law, the authorized person or persons
calling a shareholders' meeting shall cause written notice of the time and place
of the meeting to be given to all shareholders of record entitled to vote at
such meeting at least 10 days and not more than 60 days prior to the day fixed
for the meeting. Notice of the annual meeting need not state the purpose or
purposes thereof, unless action is to be taken at the meeting as to which notice
is required by law, the Articles of Incorporation or the Bylaws. Notice of a
special meeting shall state the purpose or purposes thereof. Any previously
scheduled meeting of the shareholders may be postponed, and (unless provided
otherwise by law or the Articles of Incorporation) any special meeting of the
shareholders may be canceled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting of
shareholders.
Section 5. Notice of Shareholder Nominations and Shareholder Business
5.1 Business Brought Before Meetings. At any meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. Nominations for the election of directors at a
meeting at which directors are to be elected may be made by or at the direction
of the Board of Directors, or a committee duly appointed thereby, or by any
shareholder of record entitled to vote generally for the election of directors
who complies with the procedures set forth below. Other matters to be properly
brought before a meeting of the shareholders must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, including matters covered by Rule 14a-8 of the Securities and
Exchange Commission, (b) otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by any shareholder of record entitled to vote at such meeting
who complies with the procedures set forth below.
5.2 Required Notice. A notice of the intent of a shareholder to make a
nomination or to bring any other matter before the meeting shall be made in
writing and received by the Secretary of the Corporation not more than 180 days
and not less than 90 days in advance of the first anniversary of the preceding
year's annual meeting of shareholders or, in the event of a special meeting of
shareholders or annual meeting scheduled to be held either 30 days earlier or
later than such anniversary date, such notice shall be received by the Secretary
of the Corporation within 15 days of the earlier of the date on which notice of
such meeting is first mailed to shareholders or public disclosure of the meeting
date is made. In no event shall the public announcement of an adjournment of a
shareholders' meeting commence a new time period for the giving of a
shareholder's notice as described above.
5.3 Contents of Notice. Every such notice by a shareholder shall
set forth:
(a) the name, age, business address and residential address of
the shareholder of record who intends to make a nomination or bring up any other
matter, and any beneficial owner or other person acting in concert with such
shareholder;
(b) a representation that the shareholder is a holder of
record of shares of the Corporation's capital stock that accord such shareholder
the voting rights specified in paragraph 5.1 above and that the shareholder
intends to appear in person at the meeting to make the nomination or bring up
the matter specified in the notice;
(c) with respect to notice of an intent to make a nomination,
a description of all agreements, arrangements or understandings among the
shareholder, any person acting in concert with the shareholder, each proposed
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder;
(d) with respect to notice of an intent to make a nomination,
(i) the name, age, business address and residential address of each person
proposed for nomination, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of capital stock of the Corporation
of which such person is the beneficial owner, and (iv) any other information
relating to such person that would be required to be disclosed in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had such nominee been nominated by the Board of Directors; and
(e) with respect to notice of an intent to bring up any other
matter, a complete and accurate description of the matter, the reasons for
conducting such business at the meeting, and any material interest in the matter
of the shareholder and the beneficial owner, if any, on whose behalf the
proposal is made.
5.4 Other Required Information. Notice of an intent to make a
nomination shall be accompanied by the written consent of each nominee to serve
as a director of the Corporation if so elected and an affidavit of each such
nominee certifying that he meets the qualifications specified in Section 11 of
Article II of these Bylaws. The Corporation may require any proposed nominee to
furnish such other information or certifications as may be reasonably required
by the Corporation to determine the eligibility and qualifications of such
person to serve as a director.
5.5 Disqualification of Certain Proposals. With respect to any
proposal by a shareholder to bring before a meeting any matter other than the
nomination of directors, the following shall govern:
(a) If the Secretary of the Corporation has received
sufficient notice of a proposal that may properly be brought before the meeting,
a proposal sufficient notice of which is subsequently received by the Secretary
and that is substantially duplicative of the first proposal shall not be
properly brought before the meeting. If in the judgment of the Board of
Directors a proposal deals with substantially the same subject matter as a prior
proposal submitted to shareholders at a meeting held within the preceding five
years, it shall not be properly brought before any meeting held within three
years after the latest such previous submission if (i) the proposal was
submitted at only one meeting during such preceding period and it received
affirmative votes representing less than 3% of the total number of votes cast in
regard thereto, (ii) the proposal was submitted at only two meetings during such
preceding period and it received at the time of its second submission
affirmative votes representing less than 6% of the total number of votes cast in
regard thereto, or (iii) the proposal was submitted at three or more meetings
during such preceding period and it received at the time of its latest
submission affirmative votes representing less than 10% of the total number of
votes cast in regard thereto.
(b) Notwithstanding compliance with all of the procedures set
forth above in this Section, no proposal shall be deemed to be properly brought
before a meeting of shareholders if, in the judgment of the Board, it is not a
proper subject for action by shareholders under Louisiana law.
5.6 Power to Disregard Proposals. At the meeting of shareholders, the
chairman shall declare out of order and disregard any nomination or other matter
not presented in accordance with the foregoing procedures or which is otherwise
contrary to the foregoing terms and conditions.
5.7 Rights and Obligations of Shareholders Under Federal Proxy Rules.
Nothing in this Section shall be deemed to modify (i) any obligations of a
shareholder to comply with all applicable requirements of the Securities
Exchange Act of 1934 and the regulations promulgated thereunder with respect to
the matters set forth in this Section of the Bylaws or (ii) any rights or
obligations of shareholders with respect to requesting inclusion of proposals in
the Corporation's proxy statement or soliciting their own proxies pursuant to
the proxy rules of the Securities and Exchange Commission.
5.8 Rights of Preferred Shareholders. Nothing in this Section shall be
deemed to modify any rights of holders of any outstanding class or series of
Preferred Stock to elect directors or bring other matters before a shareholders'
meeting in the manner specified by the terms and conditions governing such
stock.
Section 6. Quorum
6.1 Establishment of Quorum. At all meetings of shareholders, the
holders of a majority of the Total Voting Power shall constitute a quorum to
organize the meeting, provided, however, that at any meeting the notice of which
sets forth any matter that, by law or the Articles of Incorporation, must be
approved by the affirmative vote of the holders of a specified percentage in
excess of a majority of the Total Voting Power present or represented at the
shareholders' meeting, the holders of that specified percentage shall constitute
a quorum, and further provided that when specified business is to be voted on by
a class or series of stock voting as a class, the holders of a majority of the
voting power of such class or series shall constitute a quorum of such class or
series for the transaction of such business. Shares of Voting Stock as to which
the holders have voted or abstained from voting with respect to any matter
considered at a meeting, or which are subject to Non-Votes (as defined in
Section 6.3 below), shall be counted as present for purposes of constituting a
quorum to organize a meeting.
6.2 Withdrawal. If a quorum is present or represented at a duly
organized meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, or the refusal of any shareholders present to vote.
6.3 Non-Votes. As used in these Bylaws, "Non-Votes" shall mean the
number of votes as to which the record holder or proxy holder of shares of
Capital Stock has been precluded from voting thereon (whether by law,
regulations of the Securities and Exchange Commission, rules or bylaws of any
national securities exchange or other self-regulatory organization, or
otherwise), including without limitation votes as to which brokers may not or do
not exercise discretionary voting power under the rules of the New York Stock
Exchange with respect to any matter for which the broker has not received voting
instructions from the beneficial owner of the voting shares.
Section 7. Voting Power Present or Represented
For purposes of determining the amount of Total Voting Power present or
represented at any annual or special meeting of shareholders with respect to
voting on any particular matter, shares as to which the holders have abstained
from voting, and shares which are subject to Non-Votes (as defined in Section
6.3), will be treated as not present and not cast.
Section 8. Voting Requirements
When a quorum is present at any meeting, the vote of the holders of a
majority of the Total Voting Power present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of law or the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Directors shall be elected by
plurality vote.
Section 9. Proxies
At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such shareholder and bearing a date not more
than 11 months prior to the meeting, unless the instrument provides for a longer
period, but in no case will an outstanding proxy be valid for longer than three
years from the date of its execution. The person appointed as proxy need not be
a shareholder of the Corporation.
Section 10. Adjournments
10.1 Adjournments of Meetings. Adjournments of any annual or special
meeting of shareholders may be taken without new notice being given unless a new
record date is fixed for the adjourned meeting, but any meeting at which
directors are to be elected shall be adjourned only from day to day until such
directors shall have been elected.
10.2 Lack of Quorum. If a meeting cannot be organized because a quorum
has not attended, those present may adjourn the meeting to such time and place
as they may determine, subject, however, to the provisions of Section 10.1
hereof. In the case of any meeting called for the election of directors, those
who attend the second of such adjourned meetings, although less that a quorum as
fixed in Section 6.1 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.
Section 11. Written Consents
Any action required or permitted to be taken at any annual or special
meeting of shareholders may be taken only upon the vote of the shareholders,
present in person or represented by duly authorized proxy, at an annual or
special meeting duly noticed and called, as provided in these Bylaws, and may
not be taken by a written consent of the shareholders pursuant to the Business
Corporation Law of the State of Louisiana.
Section 12. List of Shareholders
At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by the agent of
the Corporation having charge of transfers of shares, showing the number and
class of shares held by each shareholder on the record date for the meeting,
shall be produced on the request of any shareholder.
Section 13. Procedure at Shareholders' Meetings
The Chairman of the Board, or in his absence, the Vice Chairman, shall
preside as chairman at all shareholders' meetings. The organization of each
shareholders' meeting and all matters relating to the manner of conducting the
meeting shall be determined by the chairman, including the order of business,
the conduct of discussion and the manner of voting. Meetings shall be conducted
in a manner designed to accomplish the business of the meeting in a prompt and
orderly fashion and to be fair and equitable to all shareholders, but it shall
not be necessary to follow Roberts' Rules of Order or any other manual of
parliamentary procedure.
ARTICLE V
CERTIFICATES OF STOCK
Certificates of stock issued by the Corporation shall be numbered and
shall be entered into the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or any Vice President and by the Treasurer, Secretary or any Assistant
Secretary, all in the manner required by law.
ARTICLE VI
REGISTERED SHAREHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any beneficial, equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of Louisiana.
ARTICLE VII
LOSS OF CERTIFICATE
Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, and the Board of Directors,
the General Counsel or the Secretary may, in his or its discretion, require the
owner of the lost of destroyed certificate or his legal representative, to give
the Corporation a bond, in such sum as the Board of Directors, the General
Counsel or the Secretary may require, to indemnify the Corporation against any
claim that may be made against the Corporation on account of the alleged loss or
destruction of any such certificate; a new certificate of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed, may be
issued without requiring any bond when, in the judgment of the Board of
Directors, the General Counsel or the Secretary, it is proper to do so.
ARTICLE VIII
CHECKS
All checks, drafts and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
ARTICLE IX
DIVIDENDS
Dividends upon the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meetings, pursuant to law.
ARTICLE X
INAPPLICABILITY OF LOUISIANA CONTROL SHARE STATUTE
Effective May 23, 1995, the provisions of La. R.S. 12:135 through
12:140.2 shall not apply to control share acquisitions of shares of the
Corporation's Capital Stock.
ARTICLE XI
CERTAIN DEFINITIONS
The terms Capital Stock, Continuing Directors, Total Voting Power and
Voting Stock shall have the meanings ascribed to them in the Articles of
Incorporation, provided, however, that for purposes of Sections 3 and 6 of
Article IV of these Bylaws, Total Voting Power shall mean the total number of
votes that holders of Capital Stock are entitled to cast generally in the
election of directors.
ARTICLE XII
AMENDMENTS
These Bylaws may only be altered, amended or repealed in the manner
specified in the Articles of Incorporation.