RESTATED
BYLAWS
OF
CRACKER BARREL OLD COUNTRY STORE, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held at such time and place, either within or without this State, as may be
designated from time to time by the directors.
2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by a majority of the board of directors, or, upon written demand
delivered to the secretary, by the holders of at least ten percent (10%) of
all the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. The place of said meetings shall be the
principal office of the corporation, unless otherwise designated by the
directors.
3. NOTICE OF SHAREHOLDER MEETINGS. Written or printed notice stating
the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and the
person or persons calling the meeting, shall be delivered either personally
or by mail to each shareholder entitled to vote at the meeting. Such notice
shall be delivered not less than ten (10) days nor more than two (2) months
before the date of the meeting, and shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid. The person giving such notice shall certify that
the notice required by this paragraph has been given.
4. QUORUM REQUIREMENTS. A majority of the shares entitled to vote
shall constitute a quorum for the transaction of business. A meeting may be
adjourned despite the absence of a quorum, and notice of an adjourned meeting
need not be given if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. When a quorum is
present at any meeting, a majority in interest of the stock there represented
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of the charter, these bylaws, or by the
laws of Tennessee, a larger or different vote is required, in which case such
express provision shall govern the decision of such question.
5. VOTING AND PROXIES. Every shareholder shall be entitled to one (1)
vote for each share of stock standing in his name on the books of the
Corporation at the time of any regular or special meeting. Every shareholder
entitled to vote at a meeting may do so either in person or by written proxy,
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which proxy shall be filed with the secretary of the meeting before being
voted. Such proxy shall entitle the holders thereof to vote at any
adjournment of such meeting, but shall not be valid after the final
adjournment thereof. No proxy shall be valid after the expiration of eleven
(11) months from the date of its execution unless otherwise provided in the
proxy.
6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of the corporation may provide that the stock transfer book shall
be closed for a stated period not to exceed in any case thirty days. If the
stock transfer book shall be closed for the purpose of determining
shareholders entitled to notice of and to vote at an annual or special
shareholders' meeting, such books shall be closed for at least ten (10) 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 date in any case to be not
more than seventy (70) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to 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. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof.
7. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make available, within two
(2) business days after notice of a meeting is given, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each shareholder, which list, for a period beginning within two (2)
business days after notice of such meeting is given shall be kept on file at
the registered office of the corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall
be kept open at the time and place of the meeting and be subject to the
inspection of any shareholder during the entire time of the meeting. In the
event of any challenge to the right of any person to vote at the meeting, the
presiding officer at such meeting may rely on said list as proper evidence of
the right of parties to vote at such meeting.
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ARTICLE II
BOARD OF DIRECTORS
1. QUALIFICATION AND ELECTION. Directors need not be shareholders or
Tennessee residents, but they must be of legal age. They shall be elected by
a plurality of the votes cast at the annual meetings of the shareholders.
Each director shall hold office until the expiration of the term for which he
is elected, and thereafter until his successor has been elected and
qualified.
2. NUMBER. The number of directors shall be fixed from time to time
by resolution of a majority of the board of directors, but shall never be
more than fifteen (15).
3. MEETINGS. The annual meeting of the board of directors shall be
held immediately after the adjournment of the annual meeting of the
shareholders, at which time the officers of the corporation shall be elected.
The board may also designate more frequent intervals for regular meetings.
Special meetings may be called at any time by the chairman of the board, the
president, or any two (2) directors.
4. NOTICE OF DIRECTORS' MEETINGS. The annual and all regular board
meetings may be held without notice. Special meetings shall be held upon
notice sent by any usual means of communication not less than the minimum
number of days before the meeting as permitted by law.
5. QUORUM AND VOTE. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be
adjourned despite the absence of a quorum, and notice of an adjourned meeting
need not be given if the time and place to which the meeting is adjourned are
fixed at the meeting at which the adjournment is taken and if the period of
adjournment does not exceed one (1) month in any one adjournment. The vote
of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the board, unless the vote of a greater number is
required by the charter, these bylaws, or by the laws of Tennessee.
6. EXECUTIVE AND OTHER COMMITTEES. The board of directors may in its
discretion appoint from its own membership an executive committee consisting
of the chairman of the board and a minimum of three (3) other members,
determine their tenure of office and their powers and duties. The executive
committee shall have such powers as may, from time to time, be prescribed by
the board of directors and these duties and powers may be all the duties and
powers of the said board of directors, except those expressly prescribed by
statute, subject to the general discretion, approval and control of the board
of directors.
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ARTICLE III
OFFICERS
1. NUMBER. The corporation shall have a president and a secretary,
and such other officers as the board of directors shall from time to time
deem necessary. Any two or more offices may be held be the same person,
except the offices of president and secretary.
2. ELECTION AND TERM. The officers shall be elected by the board at
its annual meeting. Each officer shall serve until the expiration of the
term for which he is elected, and thereafter until his successor has been
elected and qualified.
3. DUTIES. All officers shall have such authority and perform such
duties in the management of the corporation as are normally incident to their
offices and as the board of directors may from time to time provide. If not
specified, the duties shall be as follows:
(a) Chairman of the Board: The chairman of the board shall
preside at all meetings of shareholders and of the board of
directors, unless he requests another officer to preside in
his stead. He shall have the general powers and duties of
management usually vested in the office of chairman of the
board of a corporation. He shall have such powers and duties
as are prescribed by the board of directors.
(b) Chief Executive Officer: The chief executive officer shall
have general supervision, general direction and control of the
business and the officers of the corporation, and shall have
such other duties as the board of directors shall assign from
time to time.
(c) President: The president shall have general charge and
control of the operation of the corporation, subject to the
direction of the chief executive officer, board of directors
and to these bylaws.
(d) Vice-President: The vice-presidents shall have such powers
and perform such duties as may be assigned to them by the
president, chief executive officer and the board of directors.
(e) Secretary: The secretary shall keep and preserve the minutes
of the meetings of the board of directors and of the
shareholders; he shall attend to the giving and serving of
notice; he may sign with the president in the name of the
corporation all stock certificates, contracts, and instruments
authorized by the board of directors; he shall have charge of
the certificate books and other books or papers as the board
of directors may direct; all of which shall at all reasonable
times be open to the examination of any director or
shareholder, to the extent required by law, upon application
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at the office of the corporation during business hours; he
shall authenticate records of the corporation; and he shall in
addition perform all duties incident to the office of
secretary, subject to the control of the president, chief
executive officer and the board of directors. He shall submit
such reports to the board of directors as may be required by
it.
(f) Treasurer: The treasurer shall have the custody of all funds
and securities of the corporation and shall keep proper
accounts of same; when necessary or proper, he shall endorse,
on behalf of the corporation, all checks, notes, and other
obligations and shall deposit the same to the credit of the
corporation in such bank or banks as the board of directors
may designate. He shall enter regularly in the books of the
corporation to be kept by him for that purpose a full and
accurate account of all monies received and paid out by him on
account of the corporation, and he shall at all reasonable
times exhibit his books and accounts to any director or
shareholder upon application at the office of the corporation
during business hours; he shall perform all acts incident to
the position of the treasurer, subject to the control of the
president, chief executive officer and the board of directors.
(g) Assistant Officers: The board of directors may elect one (1)
or more assistant secretaries and one (1) or more assistant
treasurers. In the absence of the secretary, an assistant
secretary shall, except as the president, chief executive
officer or the board of directors may otherwise provide,
perform all of the duties of the secretary, and when so acting
shall have the powers of the secretary. In the absence of the
treasurer, an assistant treasurer shall, except as the
president, chief executive officer or the board of directors
may otherwise provide, perform all of the duties of the
treasurer, and when so acting shall have the powers of the
treasurer.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
1. RESIGNATIONS. Any officer or director may resign at any time by
giving written notice to the chairman of the board, the president, or the
secretary. Any such resignation shall take effect at the time specified
therein, or, if no time is specified, then upon its delivery to the
corporation.
2. REMOVAL OF OFFICERS. Any officer may be removed by the board at
any time, with or without cause.
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3. REMOVAL OF DIRECTORS. Any or all of the directors may be removed
either with or without cause by a proper vote of the shareholders; and, as
provided in the charter, may be removed with cause by a majority vote of the
entire board. "Cause shall include a director willfully or without
reasonable cause being absent from any regular or special meeting for the
purpose of obstructing or hindering the business of the corporation.
4. VACANCIES OF DIRECTORS. Newly created directorships resulting from
an increase in the number of directors, and vacancies occurring in any
directorship for any reason, including removal of a director, may be filled
by the vote of a majority of the directors then in office, even if less than
a quorum exists.
ARTICLE V
INDEMNIFICATION
1. LIABILITY OF OFFICERS AND DIRECTORS. No person shall be liable for
any loss or damage suffered on account of any action taken or omitted to be
taken by him as a director or officer of the corporation in good faith and in
accordance with the standard of conduct set forth in T.C.A. subsection
48-18-502.
2. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The corporation shall
indemnify to the fullest extent permitted by law any and all persons who may
serve or who have served at any time as directors or officers, or who at the
request of the board of directors of the corporation may serve or at any time
have served as directors or officers of another corporation in which the
corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors,
and assigns, against any and all expenses, including amount paid upon
judgments, counsel fees, and amount paid in settlement (before or after suit
is commenced), actually and necessarily incurred by such persons in
connection with the defense or settlement of any claim, action, suit, or
proceeding in which they, or any of them, are made parties, or a party, or
which may be asserted against them or any of them, by reason of being or
having been directors or officers or a director or officer of the corporation
or such other corporation, except in relation to such matters to which any
such director or officer or former director or officer or person shall be
adjudged in any action, suit, or proceeding to be liable for his own
negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders, or otherwise.
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ARTICLE VI
CAPITAL STOCK
1. STOCK CERTIFICATES. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the corporatioin in such form
as may be prescribed by the board of directors. Unless otherwise decided by
the board, such certificates shall be signed by the president and the
secretary of the corporation.
2. TRANSFER OF SHARES. Shares of stock may be transferred on the
books of the corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions on transfer imposed by either
the applicable securities laws or any shareholder agreement.
3. LOSS OF CERTIFICATES. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the board of directors shall prescribe.
ARTICLE VII
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon and indicating each person or entity's vote
or abstention on the action. The action must receive the affirmative vote of
the number of votes that would be necessary to authorize or take such action
at a meeting.
ARTICLE VIII
AMENDMENT OF BYLAWS
Except as otherwise permitted by law, these bylaws may be amended, added
to, or repealed either by: (1) a majority vote of the shares represented at
any duly constituted shareholders' meeting, or (2) a majority vote of the
entire board of directors. Any change in the bylaws made by the board of
directors, however, may be amended or repealed by the shareholders.
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ARTICLE IX
GENDER AND NUMBER
Whenever the context of this document requires, the masculine gender
includes the feminine or neuter, and the singular number includes the plural.
CERTIFICATION
I certify that these bylaws were adopted by the organizational meeting
of the corporation held on the 31st day of August, 1995.
/s/Michael J. Zylstra
Secretary