REVISED AS OF JULY 23 , 1999
BYLAWS
OF
GEORGIA-PACIFIC CORPORATION
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the
transaction of such other business as may properly come before
the meeting shall be held at such place, either within or without
the State of Georgia, on such date and at such time as the Board
of Directors may by resolution provide, or, if the Board of
Directors fails to provide, then such meeting shall be held at
the principal executive office of the Corporation at 11:00 A.M.
on the first Tuesday in the month of May in each year, or, if
such date is a legal holiday, on the next following business day.
If an annual meeting of shareholders is not held as provided in
this Section 1 of this Article I, any business, including the
election of directors, that might properly have been acted upon
at such annual meeting may be acted upon at a special meeting in
lieu of the annual meeting held pursuant to these Bylaws or held
pursuant to a court order.
SECTION 2. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman, any Vice
Chairman, the President, the Chief Executive Officer or the Board
of Directors. In addition, special meetings of shareholders
shall be called by the Corporation as set forth in the
Corporation's Articles of Incorporation or upon written demand of
the holders of at least seventy-five percent (75%) of the voting
power of the outstanding capital stock of the Corporation
entitled to vote on any issue proposed to be considered at the
proposed special meeting, voting as a separate voting group, or
upon the written demand of shareholders as provided in Section 1
(C) of Article II hereof, any such written demand to be made in
accordance with the requirements of applicable law. Each special
meeting shall be held at such place, either within or without the
State of Georgia, as the Board of Directors may by resolution
provide, or, if the Board of Directors fails to provide, then
such meeting shall be held at the principal executive office of
the Corporation, on such date and at such time as shall be fixed
by the party calling the meeting.
SECTION 3. Notice of Meeting. Except as may otherwise be
required or prohibited by law, written notice stating the place,
day and hour of the meeting of shareholders and, in case of a
special meeting of shareholders, the purpose or purposes for
which the meeting is called, shall be delivered in the case of an
annual or special meeting of shareholders, not less than ten (10)
nor more than sixty (60) days before the date of the meeting
either personally or by mail, by the Corporation by or at the
direction of the Chairman, any Vice Chairman, the President, the
Chief Executive Officer, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed
to the shareholder at his or its address as it appears on the
stock transfer books of the Corporation, with first class postage
thereon prepaid, or, if the Corporation has more than 500
shareholders of record entitled to vote at the meeting and the
notice is mailed not less than thirty (30) days before the date
of the meeting, with postage thereon prepaid for any other class
of United States mail.
SECTION 4. Waivers. Notwithstanding anything herein to the
contrary, notice of a meeting of shareholders need not be given
to any shareholder who waives notice of such meeting in
accordance with the Georgia Business Corporation Code.
SECTION 5. Voting Group. Voting group means all shares of
one or more classes or series that are entitled to vote and be
counted together collectively on a matter at a meeting of
shareholders. All shares entitled to vote generally on the
matter are for that purpose a separate voting group.
SECTION 6. Quorum. With respect to shares entitled to vote
as a separate voting group on a matter at a meeting of
shareholders, the presence, in person or by proxy, of a majority
of the votes entitled to be cast on the matter by the voting
group shall constitute a quorum of that voting group for action
on that matter unless the Articles of Incorporation, any
designation of a class or series of capital stock of the
Corporation, or the Georgia Business Corporation Code provides
otherwise. Once a share is represented for any purpose at a
meeting, other than solely to object to holding the meeting or to
transacting business at the meeting, it is deemed present for
quorum purposes for the remainder of the meeting and for any
adjournment of the meeting unless a new record date is or must be
set for the adjourned meeting.
SECTION 7. Vote Required for Action. If a quorum exists,
action on a matter (other than the election of directors) by a
voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the
action, unless the Articles of Incorporation, provisions of these
Bylaws validly adopted by the shareholders, or the Georgia
Business Corporation Code requires a greater number of
affirmative votes. Unless otherwise provided in the Articles of
Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election of
directors at a meeting at which a quorum is present. If the
Articles of Incorporation or the Georgia Business Corporation
Code provide for voting by two or more voting groups on a matter,
action on that matter is taken only when voted upon by each of
those voting groups counted separately. Action may be taken by
one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
SECTION 8. Voting of Shares. Unless the Articles of
Incorporation, any designation of a class or series of capital
stock of the Corporation, or the Georgia Business Corporation
Code provides otherwise, each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders. Voting on all matters shall
be by voice vote or by show of hands unless any qualified voter,
prior to the voting on any matter, demands vote by ballot, in
which case each ballot shall state the name of the shareholder
voting and the number of shares voted by him, and if the ballot
be cast by proxy, it shall also state the name of the proxy.
SECTION 9. Proxies. A shareholder entitled to vote may
vote in person or by proxy pursuant to an appointment of proxy
executed in writing by the shareholder or by his or its attorney
in fact. An appointment of proxy shall be valid for only one
meeting to be specified therein, and any adjournments of such
meeting, but shall not be valid for more than eleven (11) months
unless expressly provided therein. Appointments of proxy shall
be dated and filed with the records of the meeting to which they
relate. If the validity of any appointment of proxy is
questioned, it must be submitted to the secretary of the meeting
of shareholders for examination or to a proxy officer or
committee appointed by the person presiding at the meeting. The
secretary of the meeting or, if appointed, the proxy officer or
committee shall determine the validity or invalidity of any
appointment of proxy submitted, and reference by the secretary in
the minutes of the meeting to the regularity of an appointment of
proxy shall be received as prima facie evidence of the facts
stated for the purpose of establishing the presence of a quorum
at the meeting and for all other purposes.
SECTION 11. Presiding Officer. The Chief Executive Officer
shall serve as the chairman of every meeting of shareholders
unless another person is elected by shareholders to serve as
chairman at the meeting. The chairman shall appoint any persons
he deems necessary to assist with the meeting.
SECTION 12. Adjournments. Whether or not a quorum is
present to organize a meeting, any meeting of shareholders
(including an adjourned meeting) may be adjourned by the holders
of a majority of the voting power represented at the meeting to
reconvene at a specific time and place, but no later than 120
days after the date fixed for the original meeting unless the
requirements of the Georgia Business Corporation Code concerning
the selection of a new record date have been met. At any
reconvened meeting within that time period, any business may be
transacted that could have been transacted at the meeting that
was adjourned. If notice of the adjourned meeting was properly
given, it shall not be necessary to give any notice of the
reconvened meeting or of the business to be transacted, if the
date, time and place of the reconvened meeting are announced at
the meeting that was adjourned and before adjournment; provided,
however, that if a new record date is or must be fixed, notice of
the reconvened meeting must be given to persons who are
shareholders as of the new record date.
SECTION 13. Fixing of Record Date with Regard to
Shareholder Action. For the purpose of determining shareholders
entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote, or to take any other action, the Board
of Directors may fix a future date as the record date, which date
shall 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 a determination of
shareholders, is to be taken. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If no record date is fixed by
the Board of Directors, the record date shall be determined in
accordance with the provisions of the Georgia Business
Corporation Code.
SECTION 14. Shareholder Proposals. No proposal for a
shareholder vote (other than director nominations, to which
Section 1(D) of Article II applies) (a "Shareholder Proposal")
shall be submitted by a shareholder, either pursuant to
Securities and Exchange Commission Rule 14a-8, 14a-4 or
otherwise, to the Corporation's shareholders unless the
shareholder submitting such proposal (the "Proponent") shall have
filed a written notice setting forth with particularity (i) the
names and business addresses of the Proponent and all natural
persons, corporations, partnerships, trusts or any other type of
legal entity or recognized ownership vehicle (collectively, a
"Person") acting in concert with the Proponent; (ii) the name and
address of the Proponent and the Persons identified in clause
(i), as they appear on the Corporation's books (if they so
appear); (iii) the class and number of shares of the Corporation
beneficially owned by the Proponent and the Persons identified in
clause (i); (iv) a description of the Shareholder Proposal
containing all material information relating thereto; and (v)
such other information as the Board of Directors reasonably
determines is necessary or appropriate to enable the Board of
Directors and shareholders of the Corporation to consider the
Shareholder Proposal. Shareholder Proposals shall be delivered
to the Secretary of the Corporation at the principal executive
office of the Corporation within the time period specified in
Securities and Exchange Commission Rule 14a-8(e)(2), or any
successor rule. The presiding officer at any shareholders'
meeting may determine that any Shareholder Proposal was not made
in accordance with the procedures prescribed in these Bylaws or
is otherwise not in accordance with law, and if it is so
determined, such officer shall so declare at the meeting and the
Shareholder Proposal shall be disregarded.
ARTICLE II
DIRECTORS
SECTION 1. Number, Election and Term of Office.
(A) Number of Directors. The business and affairs of the
Corporation shall be managed and controlled by or under the
authority of its Board of Directors. In addition to the powers
and authority expressly conferred upon it by these Bylaws and the
Articles of Incorporation, the Board of Directors may exercise
all such lawful acts and things as are not by law, by the
Articles of Incorporation or by these Bylaws directed or required
to be exercised or done by the shareholders. The number of
directors shall be twelve ( 12 ), but the
number may be increased or diminished by amendment of these
Bylaws either by the Board of Directors or by the affirmative
vote of at least seventy-five percent (75%) of the voting power
of the outstanding capital stock of the Corporation entitled to
vote generally in the election of directors, voting as a
separate voting group. The directors shall be divided into
three (3) classes, each composed, as nearly as possible, of
one-third of the total number of directors. In the event that
the number of directors shall not be evenly divisible by three
(3), the Board of Directors shall determine in which class or
classes the remaining director or directors, as the case may be,
shall be included. The term of office of each director shall be
three (3) years; provided, that, of those directors initially
elected in classes, the term of office of directors of the
first class shall expire at the first annual meeting of the
shareholders after their election, that of the second class shall
expire at the second annual meeting after their election, and
that of the third class shall expire at the third annual meeting
after their election. At each annual meeting of shareholders
subsequent to the initial election of directors in classes,
directors shall be elected for a full term of three (3) years to
succeed those whose terms expire. When the number of directors
is increased and any newly created directorships are filled
by the Board of Directors, there shall be no classification of
the additional directors until the next election of directors by
the shareholders.
(B) Special Voting Rights. Anything in this Section 1 of
this Article II to the contrary notwithstanding, if and whenever
any class or series of capital stock of the Corporation shall
have the exclusive right, voting as a separate voting group, to
elect one or more directors of the Corporation, the term of
office of all directors in office when such voting rights shall
vest in such class or series (other than directors who were
elected by vote of another class or series of capital stock)
shall terminate upon the election of any new directors at any
meeting of shareholders called for the purpose of electing
directors; and, while such voting rights are vested in any class
or series of capital stock, the directors shall not be divided
into classes, and the term of office of each director elected
shall extend only until the next succeeding annual meeting of
shareholders.
(C) Election of Directors Following Termination of Special
Voting Rights. Upon the termination of the exclusive right of
one or more classes or series of capital stock, voting as a
separate voting group, to vote for directors, the term of office
of all such directors then in office shall terminate upon the
election of any new directors at a meeting of the shareholders
then entitled to vote for directors, which meeting may be held at
any time after the termination of such exclusive right and which
meeting, if not previously called, shall be called by the
Secretary of the Corporation upon written request of the holders
of record of ten percent (10%) of the aggregate voting power of
the outstanding capital stock of the Corporation then entitled to
vote generally in the election of directors. At such election
and thereafter, unless and until a class or series of capital
stock shall again have the exclusive right, voting as a separate
voting group, to vote for directors, the directors shall again be
divided into three (3) classes, as hereinabove provided, the term
of office of each to be three (3) years; provided, that the terms
of office of those initially elected in classes shall be as
hereinabove provided.
(D) Nominations for Election of Directors.
(i) Subject to the rights of holders of any class or series
of capital stock of the Corporation then outstanding, nominations
for the election of directors may be made by the affirmative vote
of a majority of the entire Board of Directors or by any
shareholder of record entitled to vote generally in the election
of directors. However, any shareholder of record entitled to
vote generally in the election of directors may nominate one or
more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal
delivery or by first class United States mail, postage prepaid,
to the Secretary of the Corporation not less than 60 days nor
more than 75 days prior to the meeting; provided, that in the
event that less than 70 days' notice or prior public disclosure
of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the
day on which such notice of the date of meeting was mailed or
such public disclosure was made, whichever first occurs.
(ii) Each notice to the Secretary under subsection (D)(i)
above shall set forth: (a) the name and address of record of the
shareholder who intends to make the nomination; (b) a
representation that the shareholder is a holder of record of
shares of the Corporation's capital stock entitled to vote at
such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) the class and number of shares of common stock held
of record, owned beneficially, and represented by proxy, by the
shareholder, and each proposed nominee, as of the date of the
notice; (d) the name, age, business and residence addresses, and
principal occupation or employment of each proposed nominee; (e)
a description of all arrangements or understandings between the
shareholder and 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; (f)
such other information regarding each proposed nominee as would
be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission; and
(g) the written consent of each proposed nominee to serve as a
director of the Corporation if so elected. The Corporation may
require any proposed nominee to furnish such other information as
may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of
the Corporation.
(iii) The chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a nomination
was not made in accordance with the foregoing procedure, and if
he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
SECTION 2. Term. Subject to the provisions of the Articles
of Incorporation and of Section 1 of this Article II, each
director shall hold office until the election and qualification
of his successor or until his death or until he shall resign or
be removed from office as hereinafter provided.
SECTION 3. Resignations. Any director of the Corporation
may resign at any time by giving written notice thereof to the
Board of Directors, the Chairman or the Corporation. Such
resignation shall take effect at the time the notice is delivered
unless the notice specifies a later effective date; and, unless
otherwise specified with respect thereto, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal of Directors. At any shareholders'
meeting with respect to which notice of such purpose has been
given, the entire Board of Directors or any individual director
may be removed, with or without cause, by the affirmative vote of
the holders of seventy-five percent (75%) of the voting power of
the outstanding capital stock of the Corporation entitled to vote
generally in the election of directors, voting as a separate
voting group. Whenever the holders of the shares of any class or
series of capital stock are entitled to elect one or more
directors by the provisions of the Articles of Incorporation, the
provisions of this Section 4 of this Article II shall apply, in
respect of the removal of a director or directors so elected, to
the vote of the holders of the outstanding shares of that class
or series and not to the vote of the outstanding shares as a
whole. Removal action may be taken at any shareholders' meeting
with respect to which notice of such purpose has been given.
SECTION 5. Vacancies.
(A) Director Elected by All Shareholders. Except as
provided in Subsection 5(B) below, any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of
the Board of Directors, or by the sole remaining director, as the
case may be, or, if the vacancy is not so filled, or if no
director remains, by the holders of the shares of capital stock
who are entitled to vote for the director with respect to which
the vacancy is being filled.
(B) Director Elected by Particular Class or Series. If a
vacancy occurs with respect to a director elected by a particular
class or series of shares voting as a separate voting group, the
vacancy may be filled by the remaining director or directors
elected by that class or series, or, if the vacancy is not filled
by such remaining director or directors, or if no such director
remains, by the holders of that class or series of shares.
(C) Term of New Director. A director elected to fill a
vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by the
Board of Directors, but only for a term of office continuing
until the next election of directors by the shareholders and the
election and qualification of his successor.
SECTION 6. Place of Meeting. Meetings of the Board of
Directors or of any committee thereof may be held either within
or without the State of Georgia.
SECTION 7. Regular Meetings. The Board of Directors may,
by resolution adopted by vote of a majority of the whole Board,
from time to time, appoint the time and place for holding regular
meetings of the Board, if deemed advisable by the Board; and such
regular meetings shall, thereupon, be held at the time and place
so appointed, without the giving of any notice with regard
thereto. In case the day appointed for the regular meeting shall
fall on a legal holiday, such meeting shall be held on the next
following business day, at the regular appointed hour.
SECTION 8. Special Meetings. Special meetings of the Board
of Directors shall be held whenever called by the Chairman, by
any Vice Chairman, by the President, by the Chief Executive
Officer, by the Chief Operating Officer, or by any two directors.
Notice of any such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, not
later than three (3) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram,
telex, facsimile or cablegram, or be delivered personally, or by
telephone, not later than the day before the day on which the
meeting is to be held. Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of
notice either before or after the meeting (in addition to any
other form of waiver, such waiver may be evidenced by a telegram,
telex, facsimile or cablegram from a director). Attendance of a
director at a meeting shall constitute a waiver of notice of such
meeting and waiver of any and all objections to the place of the
meeting, the time of the meeting or the manner in which it has
been called or convened, except when a director states, at the
beginning of the meeting (or promptly upon his arrival), any such
objection or objections to the transaction of business and does
not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any
special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting. Except as is
otherwise indicated in the notice thereof, any and all business
may be transacted at any special meeting of the Board of
Directors.
SECTION 9. Quorum and Manner of Acting. Except as herein
otherwise provided, two-fifths of the whole Board of Directors at
a meeting duly assembled shall constitute a quorum for the
transaction of business, except that, if the Chairman or the
President is not present at any such meeting, a majority of the
whole Board of Directors shall be necessary to constitute a
quorum; and, except as otherwise required by statute or by the
Bylaws, the act of a majority of the directors present at any
such meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of
the directors present may adjourn the meeting from time to time,
until a quorum is present. No notice of any adjourned meeting
need be given.
SECTION 10. Participation by Conference Telephone. Any or
all directors may participate in a meeting of the Board of
Directors or of a committee of the Board of Directors through the
use of any means of communication by which all directors
participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
SECTION 11. Action by Directors Without a Meeting. Unless
the Articles of Incorporation or these Bylaws provide otherwise,
any action required or permitted to be taken at any meeting of
the Board of Directors or any action that may be taken at a
meeting of a committee of the Board of Directors may be taken
without a meeting if the action is taken by all the members of
the Board of Directors (or of the committee as the case may be).
The action must be evidenced by one or more written consents
describing the action taken, signed by each director (or each
director serving on the committee, as the case may be), and
delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.
SECTION 12. Directors' Fees. In consideration of a
director serving in such capacity, each director of the
Corporation, other than directors who are officers of the
Corporation or any of its subsidiary companies, shall be entitled
to receive such compensation as the Board of Directors, by vote
of a majority of the whole Board, may from time to time
determine. The Board of Directors shall also have the authority
to determine, from time to time, the amount of compensation, if
any, which shall be paid to its members for attendance at any
meeting of the Board or any committee thereof. A director may
also serve the Corporation in a capacity other than that of
director and receive compensation, as determined by the Board of
Directors, for services rendered in such other capacity.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Constitution and Powers. The Board of Directors
may, by resolution adopted by vote of a majority of the whole
Board, designate from among its members an Executive Committee,
to consist of the Chairman, the Chief Executive Officer (provided
he is also a director), and one or more other directors, which
Executive Committee shall have and may exercise all the powers of
the Board of Directors in the management of the business, affairs
and property of the Corporation and the exercise of its corporate
powers, including the power to authorize the seal of the
Corporation to be affixed to all papers which may require it. So
far as practicable, members of the Executive Committee shall be
designated at the organization meeting of the Board, in each
year, and, unless sooner discharged by vote of a majority of the
whole Board of Directors, shall hold office until the
organization meeting of the Board in the next subsequent year and
until their respective successors are appointed. The Board shall
designate one member of the Committee as Chairman of the
Executive Committee, but such designee shall not be considered to
be an officer of the Corporation by reason of such designation.
Anything herein to the contrary notwithstanding, the Executive
Committee shall not exercise the authority of the Board of
Directors in reference to: (1) approving or proposing to
shareholders any action required by applicable law to be approved
by the shareholders of the Corporation; (2) the filling of
vacancies on the Board of Directors or any of its committees; (3)
amending the Articles of Incorporation of the Corporation; (4)
the adoption, amendment or repeal of any Bylaws of the
Corporation; or (5) the approval of a plan of merger or
consolidation, the sale, lease, exchange or other disposition of
all or substantially all the property and assets of the
Corporation, or a voluntary dissolution of the Corporation or a
revocation thereof.
SECTION 2. Meetings. Regular meetings of the Executive
Committee, of which no notice shall be necessary, shall be held
on such days and at such places as shall be fixed, from time to
time, by resolution adopted by vote of a majority of the
Committee and communicated to all the members thereof. Special
meetings of the Executive Committee may be called by the Chairman
of the Committee at any time. Notice of each special meeting of
the Committee shall be sent to each member of the Committee by
mail to his residence or usual place of business not later than
three (3) days before the day on which the meeting is to be held,
or shall be sent to him at such place by telegram, telex,
facsimile or cablegram, or be delivered personally, or by
telephone, to each member of the Committee not later than the day
before the day on which the meeting is to be held. Notice of any
such meeting need not be given to any member who signs a waiver
of notice either before or after the meeting (in addition to any
other form of waiver, such waiver may be evidenced by a telegram,
telex, facsimile or cablegram from a member). Attendance of a
member at a meeting shall constitute a waiver of notice of such
meeting and waiver of any and all objections to the place of the
meeting, the time of the meeting or the manner in which it has
been called or convened, except when a member states, at the
beginning of the meeting (or promptly upon his arrival), any such
objection or objections to the transaction of business. Neither
the business to be transacted at, nor the purpose of, any meeting
of the Committee need be specified in the notice or waiver of
notice of such meeting. A majority of the Executive Committee
shall constitute a quorum for the transaction of business, and
the act of a majority of those present at a meeting, at which a
quorum is present, shall be the act of the Executive Committee.
The members of the Executive Committee shall act only as a
committee, and the individual members shall have no power as
such.
SECTION 3. Records. The Executive Committee shall keep a
record of its acts and proceedings and shall report the same
promptly to the Board of Directors. Such acts and proceedings
shall be subject to review by the Board of Directors, but no
rights of third parties shall be affected by such review. The
Secretary of the Corporation, or, in his absence, an Assistant
Secretary, shall act as secretary to the Executive Committee; or
the Committee may, in its discretion, appoint its own secretary.
SECTION 4. Vacancies. Any vacancy in the Executive
Committee shall be filled by vote of a majority of the whole
Board of Directors.
ARTICLE IV
OTHER COMMITTEES
The Board of Directors, by resolution adopted by a majority
of the whole Board, may designate from among its members other
committees in addition to the Executive Committee, each
consisting of two (2) or more directors and each of which, to the
extent provided in such resolution, shall have and may exercise
all the authority of the Board of Directors, provided that no
such committee shall have the authority of the Board of Directors
in reference to: (1) approving or proposing to shareholders any
action required by applicable law to be approved by the
shareholders of the Corporation; (2) the filling of vacancies on
the Board of Directors or any of its committees; (3) amending the
Articles of Incorporation of the Corporation; (4) the adoption,
amendment or repeal of any Bylaws of the Corporation; or (5) the
approval of a plan of merger or consolidation, the sale, lease,
exchange or other disposition of all or substantially all of the
property and assets of the Corporation, or a voluntary
dissolution of the Corporation or a revocation thereof. The
provisions of Section 2 of Article III as to the Executive
Committee and its deliberations shall be applicable to any such
other committee of the Board of Directors.
ARTICLE V
OFFICERS AND AGENTS; POWERS AND DUTIES
SECTION 1. Officers. The Board of Directors shall elect a
Chairman (who shall be a director), a President, a Secretary and
a Treasurer. The Board of Directors may also elect one or more
Vice Chairmen, one or more Vice Presidents (one or more of whom
may be designated an Executive Vice President and one or more of
whom may be designated a Senior Vice President and one or more of
whom may be designated a Group Vice President), a Controller and
such other officers and agents of the Corporation as from time to
time may appear to be necessary or advisable in the conduct of
the affairs of the Corporation. The Board shall designate from
among such elected officers a Chief Executive Officer and may
designate from among such elected officers a Chief Operating
Officer. Any two or more offices may be held by the same person,
except that the office of President and the office of Secretary
shall be held by separate persons. In addition to the authority
of the Board of Directors set forth in this Section 1, the Chief
Executive Officer shall have the authority to appoint one or more
Vice Presidents, none of whom may be designated an Executive Vice
President, Senior Vice President or Group Vice President (a "CEO
Appointed Office"). Individuals appointed to CEO Appointed
Offices by the Chief Executive Officer shall be officers of the
Corporation as fully as if elected by the Board of Directors.
SECTION 2. Term of Office. So far as practicable, all
officers shall be elected at the organization meeting of the
Board of Directors in each year, and, subject to the provisions
of Section 3 of this Article V, each officer shall hold office
until the organization meeting of the Board of Directors in the
next subsequent year and until his successor has been elected and
has qualified, or until his earlier resignation, removal from
office, or death.
SECTION 3. Removal of Officers. Any officer may be removed
at any time, either with or without cause, by the Board of
Directors at any meeting. Any officer holding a CEO Appointed
Office, whether elected to such office by the Board or appointed
by the Chief Executive Officer, may be removed at any time,
either with or without cause, by the Chief Executive Officer,
except for such individuals holding CEO Appointed Offices who
also hold any of the titles of Controller, Treasurer or
Secretary.
SECTION 4. Vacancies. If any vacancy occurs in any office,
the Board of Directors may elect a successor to fill such vacancy
for the remainder of the term. If a vacancy occurs in any CEO
Appointed Office, the Chief Executive Officer may appoint a
successor to fill such vacancy for the remainder of the term.
SECTION 5. Chief Executive Officer. The Chief Executive
Officer shall, under the direction of the Board of Directors,
have general direction of the Corporation's business, policies
and affairs. He shall preside, when present, at all meetings of
the shareholders and, in the absence of the Chairman of the
Executive Committee, at all meetings of the Executive Committee.
He, the Vice Chairmen, the President and the Chief Operating
Officer shall each have general power to execute bonds, deeds and
contracts in the name of the Corporation and to affix the
corporate seal; to sign stock certificates; and to remove or
suspend such employees or agents as shall not have been appointed
by the Board of Directors. In the absence or disability of the
Chief Executive Officer, his duties shall be performed and his
powers may be exercised by the Chief Operating Officer or by such
other officer as shall be designated by the Board of Directors.
SECTION 6. Chief Operating Officer. The Chief Operating
Officer shall, under the direction of the Chief Executive
Officer, have direct superintendence of the Corporation's
business, policies, properties and affairs. He shall have such
further powers and duties as from time to time may be conferred
upon, or assigned to, him by the Board of Directors or the Chief
Executive Officer. In the absence or disability of the Chief
Executive Officer, the Chief Operating Officer shall perform his
duties and may exercise his powers.
SECTION 7. Chairman. The Chairman shall preside, when
present, at all meetings of the Board of Directors and shall have
such other powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors or
the Chief Executive Officer (if the Chairman is not the Chief
Executive Officer).
SECTION 8. Vice Chairmen. Each of the several Vice
Chairmen shall have such powers and duties as from time to time
may be conferred upon or assigned to him by the Board of
Directors or the Chief Executive Officer (if such Vice Chairman
is not the Chief Executive Officer).
SECTION 9. President. The President shall have such powers
and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors or the Chief Executive Officer
(if the President is not the Chief Executive Officer).
SECTION 10. Vice Presidents. The several Vice Presidents
shall have such powers and duties as shall be assigned to or
required of them, from time to time, by the Board of Directors,
the Chief Executive Officer or the Chief Operating Officer.
SECTION 11. Secretary. The Secretary shall attend to the
giving of notice of all meetings of shareholders and of the Board
of Directors and shall keep and attest true records of all
proceedings thereat. He shall have the responsibility of
authenticating records of the Corporation. He shall have charge
of the corporate seal and have authority to attest any and all
instruments or writings to which the same may be affixed. He
shall keep and account for all books, documents, papers and
records of the Corporation, except those which are hereinafter
directed to be in the charge of the Treasurer or the Controller.
He shall have authority to sign stock certificates and shall
generally perform all the duties usually appertaining to the
office of secretary of a corporation. In the absence of the
Secretary, an Assistant Secretary or Secretary pro tempore shall
perform his duties.
SECTION 12. Treasurer. The Treasurer shall have the care
and custody of all moneys, funds and securities of the
Corporation and shall deposit or cause to be deposited all funds
of the Corporation in and with such depositories as shall, from
time to time, be designated by the Board of Directors or by such
officers of the Corporation as may be authorized by the Board of
Directors to make such designation. He shall have power to sign
stock certificates; to endorse for deposit or collection, or
otherwise, all checks, drafts, notes, bills of exchange or other
commercial paper payable to the Corporation; and to give proper
receipts or discharges therefor.
SECTION 13. Controller. The Controller shall keep complete
and accurate books of account relating to the business of the
Corporation, including records of all assets, liabilities,
commitments, receipts, disbursements and other financial
transactions of the Corporation, and its divisions and
subsidiaries. He shall render a statement of the Corporation's
financial condition whenever required to do so by the Board of
Directors, the Chief Executive Officer, the Chief Operating
Officer or the Executive Vice President - Finance.
SECTION 14. Attorneys. The Board of Directors may, from
time to time, appoint one or more attorneys-in-fact to act for
and in representation of the Corporation, either generally or
specially, judicially or extra-judicially, and may delegate to
any such attorney or attorneys-in-fact all or any powers which,
in the judgment of the Board of Directors, may be necessary,
advisable, convenient or suitable for exercise in any country or
jurisdiction in the administration or management of the business
of the Corporation, or the defense or enforcement of its rights,
even though such powers be herein provided or directed to be
exercised by a designated officer of the Corporation, or by the
Board of Directors. The act of the Board of Directors in
conferring any such powers upon, or delegating the same to, any
attorney-in-fact shall be conclusive evidence in favor of any
third person of the right of the Board of Directors so to confer
or delegate such powers; and the exercise by any attorney-in-fact
of any powers so conferred or delegated shall in all respects be
binding upon the Corporation.
SECTION 15. Additional Powers and Duties. In addition to
the foregoing especially enumerated duties and powers, the
several officers of the Corporation shall perform such other
duties and exercise such further powers as may be provided by
these Bylaws or as the Board of Directors may, from time to time,
determine, or as may be assigned to them by any competent
superior officer.
SECTION 16. Compensation. The compensation of all officers
of the Corporation shall be fixed, from time to time, by the
Board of Directors.
SECTION 17. Designated Positions and Titles. The Chief
Executive Officer may, from time to time, designate employees
("Designated Employees") to serve in such designated capacities
for the Corporation and to hold such nominal titles (such as a
designated officer of a group, division or of another area of the
business affairs of the Corporation) as the Chief Executive
Officer may deem appropriate. No individual designated pursuant
to this Section 17 shall, by reason of such designation, become
an officer of the Corporation. Each Designated Employee shall
perform such duties and shall have such authority as shall be
delegated to him from time to time by the Chief Executive
Officer. Any title granted to any Designated Employee pursuant
to this Section 17 may be withdrawn, with or without cause, at
any time by the Chief Executive Officer, and any duty or
authority delegated to any Designated Employee pursuant to this
Section 17 may be withdrawn, with or without cause, at any time
by the Chief Executive Officer.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Indemnified Parties. Every person (and the
heirs and personal representatives of such person) who is or was
a director, officer, employee or agent of the Corporation, or of
any other corporation, partnership, joint venture, trust or other
enterprise in which he served as such at the request of the
Corporation, shall be indemnified by the Corporation in
accordance with the provisions of this Article VI against any and
all liability and expense (including, without limitation, counsel
fees and disbursements, and amounts of judgments, fines or
penalties against, or amounts paid in settlement by, a director,
officer, employee or agent) actually and reasonably incurred by
him in connection with or resulting from any threatened, pending
or completed claim, action, suit or proceeding, whether civil,
criminal, administrative, or investigative or in connection with
any appeal relating thereto, in which he may become involved, as
a party or otherwise, or with which he may be threatened, by
reason of his being or having been a director, officer, employee
or agent of the Corporation or such other corporation,
partnership, joint venture, trust or other enterprise, or by
reason of any action taken or omitted by him in his capacity as
such director, officer, employee or agent whether or not he
continues to be such at the time such liability or expense shall
have been incurred.
SECTION 2. Indemnification As of Right. Every person (and
the heirs and personal representatives of such person) referred
to in Section I of this Article VI, to the extent that such
person has been successful on the merits or otherwise with
respect to any claim, action, matter, suit or proceeding of the
character described in Section 1, shall be entitled to
indemnification as of right for expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith.
SECTION 3. Indemnification Based on Review. Except as
provided in Section 2 of this Article VI, upon receipt of a claim
for indemnification hereunder, the Corporation shall proceed as
follows, or as otherwise permitted by applicable law. If the
claim is made by a director or officer of the Corporation, the
Board of Directors, by a majority vote of a quorum consisting of
directors who were not parties to the applicable action, suit or
proceeding, shall determine whether the claimant met the
applicable standard of conduct as set forth in Subsections (A)
and (B) below. If such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, such
determination shall be made by independent legal counsel (who may
be the regular inside or outside counsel of the Corporation) in a
written opinion. If such determination has not been made within
90 days after the claim is asserted, the claimant shall have the
right to require that the determination be submitted to the
shareholders at the next regular meeting of shareholders by vote
of a majority of the shares entitled to vote thereon. If a claim
is made by a person who is not a director or officer of the
Corporation, the Chief Executive Officer and the general counsel
of the Corporation shall determine, subject to applicable law,
the manner in which there shall be made the determination as to
whether the claimant met the applicable standard of conduct as
set forth in Subsections (A) and (B) below. In the case of each
claim for indemnification, the Corporation shall pay the claim to
the extent the determination is favorable to the person making
the claim.
(A) In the case of a claim, action, suit or proceeding
other than by or in the right of the Corporation to procure a
judgment in its favor, the director, officer, employee or agent
must have acted in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful. In addition, any
director seeking indemnification must not have been adjudged
liable on the basis that any personal benefit was received by
him. For the purpose of this Subsection (A), the termination of
any claim, action, suit or proceeding, civil, criminal or
administrative, by judgment, order, settlement (either with or
without court approval) or conviction, or upon a plea of guilty
or nolo contenders or its equivalent, shall not create a
presumption that a director, officer, employee or agent did not
meet the standards of conduct set forth in this Subsection.
(B) In the case of a claim, action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its
favor, the director, officer, employee or agent must have acted
in good faith in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; provided,
however, that no indemnification under this Subsection (B) shall
be made (1) with regard to any claim, issue or matter as to which
such director, officer, employee or agent shall have been
adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such director,
officer, employee or agent is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper, or
(2) for amounts paid, or expenses incurred, in connection with
the defense or settlement of any such claim, action, suit or
proceeding, unless a court of competent jurisdiction has approved
indemnification with regard to such amounts or expenses.
SECTION 4. Advances. Expenses incurred with respect to any
claim, action, suit or proceeding of the character described in
Section 1 of this Article VI shall be advanced by the Corporation
prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount
if it shall be ultimately determined that he is not entitled to
indemnification under this Article VI.
SECTION 5. General. The rights of indemnification and
advancement of expenses provided in this Article VI shall be in
addition to any rights to which any such director, officer,
employee or other person may otherwise be entitled by contract or
as a matter of law. Each person who shall act as a director,
officer, employee or agent of the Corporation or of any other
corporation referred to in Section 1 of this Article VI, shall be
deemed to be doing so in reliance upon the right of
indemnification provided for in this Article VI, and this Article
VI constitutes a contract between the Corporation and each of the
persons from time to time entitled to indemnification hereunder,
and the rights of each such person hereunder may not be modified
without the consent of such person.
ARTICLE VII
STOCK AND TRANSFER OF STOCK
SECTION 1. Direct Registration of Shares. The Corporation
may, with the Board of Directors' approval, participate in a
direct registration system approved by the Securities and
Exchange Commission and by the New York Stock Exchange or any
securities exchange on which the stock of the Corporation may
from time to time be traded, whereby shares of capital stock of
the Corporation may be registered in the holder's name in
uncertificated, book-entry form on the books of the Corporation.
SECTION 2. Stock Certificates. Except in the case of
shares represented in book-entry form under a direct registration
system contemplated in Section 1 of this Article VII, every
shareholder shall be entitled to a certificate signed by the
Chairman, the President or a Vice President and the Secretary or
an Assistant Secretary or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him in the
Corporation and that those shares are fully paid and non-
assessable. Where any such certificate is countersigned by
either a Transfer Agent or a Registrar (other than the
Corporation or one of its employees) designated by the
Corporation for that purpose, any other signature on such
certificate may be a facsimile, engraved, stamped or printed. In
case any person who served as any such officer shall have signed
any such certificate or whose facsimile signature shall have been
placed thereon shall have ceased to hold such office prior to the
issue of such certificate, such certificate may be issued at the
direction of the Corporation with the same effect as if such
person held such office at the date of the issue of such
certificate.
SECTION 3. Transfer Agents and Registrars. The Board of
Directors may, in its discretion, appoint responsible banks or
trust companies in such city or cities as the Board may deem
advisable, from time to time, to act as Transfer Agents and
Registrars of the stock of the Corporation; and, upon such
appointments being made, no stock certificate shall be valid
until countersigned by one of such Transfer Agents and registered
by one of such Registrars.
SECTION 4. Transfer of Stock. Except in the case of shares
represented in book-entry form under a direct registration system
contemplated in Section 1 of this Article VII, shares of stock
may be transferred by delivery of the certificates therefor,
accompanied either by an assignment, in writing on the back of
the certificates or by written power of attorney to sell, assign
and transfer the same, signed by the record holder thereof; but
no transfer shall affect the right of the Corporation to pay any
dividend upon the stock to the holder of record thereof, or to
treat the holder of record as the holder in fact thereof for all
purposes, and no transfer shall be valid, except between the
parties thereto, until such transfer shall have been made upon
the books of the Corporation.
SECTION 5. Lost Certificates. In case any certificate of
stock shall be lost, stolen or destroyed, the Board of Directors
or the Executive Committee, in its discretion, may authorize the
issue of a substitute certificate in place of the certificate so
lost, stolen or destroyed, and may cause such substitute
certificate to be countersigned by the appropriate Transfer Agent
and registered by the appropriate Registrar; provided, that, in
each such case, the applicant for a substitute certificate shall
furnish to the Corporation, or to its Transfer Agents and
Registrars, satisfactory evidence of the loss, theft or
destruction of such certificate and of the ownership thereof, and
also such security or indemnity as may be required by any of such
parties.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Inspection of Books and Records. The Board of
Directors shall have power to determine which accounts, books and
records of the Corporation shall be opened to the inspection of
shareholders, except those as may by law specifically be made
open to inspection, and shall have power to fix reasonable rules
and regulations not in conflict with the applicable law for the
inspection of accounts, books and records which by law or by
determination of the Board of Directors shall be open to
inspection. Without the prior approval of the Board of Directors
in its discretion, the right of inspection set forth in Section
14-2-1602(c) of the Georgia Business Corporation Code shall not
be available to any shareholder owning two percent or less of the
shares outstanding.
SECTION 2. Fiscal Year. The fiscal year of the Corporation
shall end on the Saturday closest to December 31. The quarterly
periods shall be on a 13 week basis ending on a Saturday .
SECTION 3. Surety Bonds. Such officers or agents of the
Corporation as the Board of Directors may direct, from time to
time, shall be bonded for the faithful performance of their
duties, in such amounts and by such surety companies as the Board
of Directors may determine. The premiums on such bonds shall be
paid by the Corporation, and the bonds so furnished shall be in
the custody of the Secretary.
SECTION 4. Signature of Negotiable Instruments. All bills,
notes, checks or other instruments for the payment of money shall
be signed or countersigned by such officers and in such manner
as, from time to time, may be prescribed by resolution (whether
general or special) of the Board of Directors.
SECTION 5. Conflict with Articles of Incorporation. In the
event that any provision of these Bylaws conflicts with any
provision of the Articles of Incorporation, the Articles of
Incorporation shall govern.
SECTION 6. Election of Certain Provisions of Georgia
Business Corporation Code. All requirements and provisions of
Parts 2 and 3 of Article 11 of the Georgia Business Corporation
Code, as may be in effect from time to time, including any
successor statutes, shall be applicable to any "business
combination" (as respectively defined in Parts 2 and 3 of such
Article 11) of the Corporation.
ARTICLE IX
AMENDMENTS
Subject to the provisions of the Georgia Business
Corporation Code, the Board of Directors shall have the power to
alter, amend or repeal these Bylaws or to adopt new bylaws, but
any bylaws adopted by the Board of Directors may be altered,
amended or repealed, and new bylaws adopted, by the shareholders.
The shareholders may prescribe that any bylaw or bylaws adopted
by them shall not be altered, amended or repealed by the Board of
Directors. Action by the directors with respect to the Bylaws
shall be taken by an affirmative vote of a majority of all of the
directors then in office. Except as provided in the Articles of
Incorporation, action by the shareholders with respect to the
Bylaws shall be taken by an affirmative vote of the holders of a
majority of the voting power of the outstanding capital stock of
the Corporation entitled to vote generally in the election of
directors, voting as a separate voting group.
The undersigned Secretary of Georgia-Pacific Corporation, a
Georgia corporation, hereby certifies that the foregoing is a
true and complete copy of the Bylaws of the said Corporation, as
at present in full force and effect.
Witness the hand of the undersigned and the seal of the
said Corporation this 23rd day of July , 1999.
/s/ Kenneth F. Khoury
Kenneth F. Khoury
Vice President, Deputy
General Counsel and
Secretary
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