EXHIBIT 3.a.
BY-LAWS
OF
HEILIG-MEYERS COMPANY
AS AMENDED AND RESTATED
DECEMBER 3, 1997
ARTICLE 1 - OFFICES
A. The principal office of the Corporation shall be at 12560 West Creek Parkway,
Richmond, Virginia. The Corporation may also have offices at such other places,
within or without the State of Virginia, as the Board of Directors may, from
time to time, appoint, or the business of the Corporation may require.
B. The registered office of the Corporation shall be its initial registered off-
ice as shown in the Articles of Incorporation or at such other place in Virginia
as the Board of Directors shall, from time to time, appoint, and may, but need
not, be at the principal office of the Corporation.
ARTICLE II - STOCK AND OTHER SECURITIES
A. Certificates of Stock shall be in such form as is required by law and
approved by the Board of Directors. Each stockholder shall be entitled to a
certificate signed by either the Chairman of the Board and Chief Executive
Officer or a Vice President, and by either the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary or any other officer
authorized by resolution of the Board of Directors. Each certificate may (but
need not) be sealed with the seal of the Corporation or a facsimile thereof.
B. The signatures of the officers upon a stock certificate, bond, note or
debenture issued by the Corporation may be facsimiles if such stock certificate
is countersigned by a transfer agent or registered by a registrar,other than the
Corporation itself or an employee of the Corporation, or if such bond, note or
debenture is countersigned or otherwise authenticated by the signature of a
trustee. If any officer who has signed, or whose facsimile signature has been
placed upon, a stock certificate, bond, note or debenture, shall have ceased to
be such officer before such certificate, bond, note or debenture is issued, it
may be issued by the Corporation with the same effect as if he were such officer
at the date of its issue.
C. Only stockholders of record on the stock transfer books of the Corporation
shall be entitled to be treated by the Corporation as the holders of the stock
standing in their respective names, and except to the extent, if any, required
by law, the Corporation shall not be obligated to recognize any equitable or
other claim to, or interest in, any share on the part of any other person,
whether or not it shall have express or other notice thereof.
D. Transfers of stock shall be made on the stock transfer books only upon
surrender of the certificate therefor, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may, from time to time, make reasonable
regulations governing transfers of stock and other securities. No share shall be
transferred, unless otherwise required by law, if such transfer would violate
the terms of any written agreement to which the Corporation, and either the
transferor or transferee, is a party.
E. In case of the loss, mutilation or destruction of a stock certificate, bond,
note or debenture, a duplicate may be issued upon such terms, and bearing such
legend, if any, as the Board of Directors may lawfully prescribe.
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ARTICLE III - STOCKHOLDERS' MEETING
A. Meetings of the stockholders shall be held at the principal office of the
Corporation, or at such other place, within or without the State of Virginia, as
the Board of Directors may designate from time to time. At least ten (10) days
before each meeting, a complete list of the stockholders entitled to vote at
such meeting, or any adjournment thereof, with the address and number of shares
held by each, shall be prepared, kept on file subject to inspection by any
stockholder during regular business hours, at the principal office of the
Corporation or its registered office or the office of its transfer agent or
registrar.
B. The annual meeting of the stockholders shall be held on the second Wednesday
of July of each year (and if such day is a legal holiday, on the next business
day) or such other date as may be set by the Board of Directors, for the purpose
of electing Directors and transacting such other business as may properly come
before the meeting.
C. Special meetings of the stockholders may be called by the Chairman of the
Board and Chief Executive Officer, the President, the Secretary or the Board of
Directors.
D. Written notice stating the place, day and hour of the meeting, and, in the
case of a special meeting (or required by law or the Articles of Incorporation
or these By-Laws), the purpose or purposes for which the meeting was called,
shall be given to each stockholder entitled to vote at such meeting. Such notice
shall be given either personally or by mail, by or at the direction of the
officer or other person or persons calling the meeting not more than sixty (60)
days nor less than ten (10) days before the date of the meeting (except that
such notice shall be given not less than twenty-five (25) days before a meeting
called to act on a plan of merger of consolidation, or on proposal to amend the
Articles of Incorporation or to reduce stated capital, or to sell,, lease,
exchange, mortgage or pledge for a consideration other than money, all or
substantially all the property or assets of the Corporation, if not in the usual
and regular course of its business and such notice shall be accompanied by a
copy of any proposed amendment or plan of reduction, merger or consolidation).
Notice to a stockholder shall be deemed given when deposited in the United
States mail, with postage prepaid, addressed to the stockholder at his address
as it appears on the stock transfer books of the Corporation. Any stockholder
who attends a meeting shall be deemed to have had timely and proper notice of
the meeting, unless the attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
E. Notice of any meeting may be waived, and any action may be taken by the
stockholders without a meeting if a consent in writing, setting forth the action
to be taken, shall be signed by all the stockholders entitled to vote thereon,
in accordance with the Virginia Stock Corporation Act.
F. The stock transfer books may be closed by order of the Board of Directors for
not more than seventy (70) days for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of the stockholders or any
adjournment thereof (or entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other purpose). In lieu of
closing such books, the Board of Directors may fix in advance, as the record
date for any such determination, a date not more than seventy (70) days before
the date on which such meeting is to be held (or such payment is to be made, or
other action requiring such determination is to be taken). If the books are not
thus closed or the record date is not thus fixed, then the date on which the
notice of the meeting was mailed (or on which such dividend is declared or such
other action approved by the Board of Directors) shall be the record date.
G. The Chairman of the Board and Chief Executive Officer or the President shall
preside as Chairman over the meetings of stockholders. If neither the Chairman
of the Board and Chief Executive Officer nor the President is present, the
meeting shall elect a chairman. The Secretary, or, in his absence, an Assistant
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Secretary, shall act as Secretary of such meeting. If no such officer is
present, the chairman shall appoint the Secretary of the meeting.
H. One or more inspectors of election may be appointed by the Board of Directors
before each meeting of the stockholders; and if no such appointment has been
made, or if any inspector thus appointed shall not be present, the Chairman may,
and if requested by stockholders holding in the aggregate at least one-fifth
(1/5) of the stock entitled to vote at the meeting shall, appoint such an
inspector or inspectors to determine the qualifications of voters, the validity
of proxies and the number of shares represented at the meeting, to supervise
voting, and to ascertain the results thereof.
I. A stockholder may vote either in person or by proxy executed in writing by
the stockholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from its date unless otherwise provided in the
proxy. A proxy may be revoked at any time before the shares to which it relates
are voted by written notice, which may be in the form of a substitute proxy to
the secretary of the meeting. A proxy apparently executed in the name of a
partnership or other Corporation, or by one of several fiduciaries, shall be
presumed to be valid until challenged, and the burden of proving invalidity
shall rest upon the challenger.
J. The procedure at each meeting of the stockholders shall be determined by the
Chairman of the meeting, and (subject to paragraph H of this Article III) the
vote on all questions before any meeting shall be taken in such manner as the
Chairman prescribes. However, upon the demand of stockholders holding in the
aggregate at least one-fifth (1/5) of the stock entitled to vote on any
questions, such vote shall be by ballot.
K. A quorum at any meeting of stockholders shall be a majority of the shares
entitled to vote, represented in person or by proxy. The affirmative vote of a
majority of such quorum shall be the act of the stockholders, unless a greater
vote is required by the Virginia Stock Corporation Act or the Articles of
Incorporation (except that in elections of directors, those receiving the
greatest number of votes shall be elected even though less than such a
majority). Less than a quorum may, by the vote of a majority of the shares
present and entitled to vote, adjourn the meeting to a fixed time and place,
without further notice; and if a quorum shall then be present in person or by
proxy, any business may be transacted which might have been transacted if a
quorum had been present at the meeting as originally called.
L. All committees of stockholders created at any meeting of the stockholders
shall be appointed by the Chairman of the meeting unless otherwise directed by
the meeting.
ARTICLE IV - BOARD OF DIRECTORS
A. The Board of Directors shall consist of fourteen (14) persons, none of whom
need be residents of Virginia or stockholders of the Corporation. Nominations
for the election of directors may be made by the Directors or a nominating
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of directors. A stockholder entitled to vote in the
election of directors may nominate one or more persons for election as a
director at an annual or special meeting of stockholders only if written notice
of such stockholder's intent to make such nomination has been given, either by
personal delivery to the Secretary of the Corporation not later than the close
of business on the tenth day following the date on which notice of such meeting
is first mailed to stockholders or by Untied States mail, postage prepaid, to
the Secretary of the Corporation postmarked not later than the tenth day
following the date on which notice of such meeting is first mailed to
stockholders. Each notice required by this section shall set forth: (1) the name
and address of the stockholder who intends to make the nomination; (2) the name,
address, and principal occupation of each proposed nominee; (3) a representation
that the stockholder is entitled to vote at such meeting and intends to appear
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in person or by proxy at the meeting to nominate the person or persons specified
in the notice; and (4) the consent of each proposed nominee to serve as a
director of the Corporation if so elected. The Chairman of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
B. Regular meetings of the Board of Directors may be held without notice at such
time and place as the Board of Directors may designate from time to time (and,
in the absence of such designation, at the principal office of the Corporation).
A regular meeting shall be held as soon as practicable after each annual meeting
of the stockholders for the purpose of electing officers and transacting such
other business as may properly come before the meeting.
C. Special meetings of the Board of Directors may be called at any time by the
Chairman of the Board and Chief Executive Officer or by any director.
D. Notice of the time and place of each special meeting shall be given to each
director either by mail, telegraph, or written communication delivered to the
address of such director as it appears in the records of the Corporation, at
least twenty-four (24) hours before such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting. A director who
attends a meeting shall be deemed to have had timely and proper notice thereof,
unless he attends for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
E. Notice of any meeting may be waived, and any action may be taken by the Board
of Directors (or by any committee thereof) without a meeting if a consent in
writing, setting forth the action taken, shall be signed by all the directors
(or members of the committee, as the case may be), in accordance with the
Virginia Stock Corporation Act.
F. Each director shall be elected to hold office until the next succeeding
annual meeting, and shall hold office until his successor shall have been
elected and qualifies, or until such earlier time as he shall resign, die or be
removed. No decrease in the number of directors by amendment to these By-Laws
shall change the term of any incumbent director.
G. Any director may be removed, with or without cause, by a vote of the holders
of a majority of the number of shares entitled to vote at an election of
directors.
H. Any vacancy in the Board of Directors (including any vacancy resulting from
an increase of not more than thirty percent (30%) of the number of directors
last elected by the shareholders) may be filled by the affirmative vote of a
majority of the remaining directors, even though less than a quorum, unless
filled by the stockholders.
I. A quorum at a meeting of the Board of Directors shall be a majority of the
number of directors fixed by these By-Laws. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
J. An Executive Committee consisting of at least two (2) or more directors may
be designated by a resolution adopted by a majority of the number of directors
fixed by these By-Laws. To the extent provided in such resolution, such
Executive Committee shall have and may exercise all of the authority of the
Board of Directors except as otherwise provided by the Virginia Stock
Corporation Act. Other committees with limited authority may be designated by
resolution adopted by a majority of the directors present at a meeting at which
a quorum is present. Regular meetings of any committee may be held without
notice at such time and place as shall be fixed by a majority of the committee.
Special meetings of any committee may be called at the request of the Chairman
of the Board and Chief Executive Officer or any member of the committee. Notice
of such special meetings shall be given by the Chairman of the Board and Chief
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Executive Officer or any member of any such committee, and shall be deemed duly
given, or may be waived, or action may be taken without a meeting, as provided
in paragraphs D and E of this Article IV. A majority of any such committee shall
constitute a quorum, and the act of a majority of those present at any meeting
at which a quorum is present shall be the act of the committee, unless otherwise
provided by the Board of Directors.
ARTICLE V - OFFICERS, AGENTS AND EMPLOYEES
A. The officers of the Corporation shall be a Chairman of the Board and Chief
Executive Officer, a President, a Secretary, and a Treasurer, each of whom shall
be elected by the Board of Directors at the regular meeting of the Board of
Directors to be held as soon as practicable after each annual meeting of the
stockholders, and any officer may be elected at any meeting of the Board of
Directors. Any officer may hold more than one office and he may, but need not be
a director, except that the same person may not be Chairman of the Board and
Chief Executive Officer and Secretary, and the Chairman of the Board and Chief
Executive Officer shall be a director. The Board may elect one or more Vice
Presidents and any other officers and assistant officers and may fill any
vacancies. The officers shall have such authority and perform such duties as
generally pertain to their offices and as may lawfully be provided by these
By-Laws or by resolution of the Board of Directors not inconsistent with these
By-Laws.
B. The Chairman of the Board and Chief Executive Officer shall have general
supervision over, responsibility for, and control of the other officers, agents,
and employees of the Corporation and shall preside as Chairman at meetings of
the stockholders and the directors. The Chairman of the Board and Chief
Executive Officer shall also perform such duties and shall also have such
authority as may lawfully be required of or conferred upon him by the Board of
Directors.
C. The President and each Vice President shall perform such duties and shall
have such authority as may be lawfully required of or conferred upon him by the
Chairman of the Board and Chief Executive Officer or the Board of Directors. The
President shall, during the absence, disqualification, or incapacity of the
Chairman of the Board and Chief Executive Officer, exercise all the functions
and perform all the duties of the Chairman of the Board and Chief Executive
Officer.
D. The Secretary shall, as Secretary of the meeting, record all proceedings at
stockholders' meetings and directors' meetings, in books kept for that purpose.
He shall maintain the record of stockholders of the Corporation, giving the
names and addresses of all stockholders and the number, classes and series of
the shares held by each; and, unless otherwise prescribed by the Board of
Directors, he shall maintain the stock transfer books.
E. The Treasurer shall have custody of all moneys and securities of the
Corporation. He shall deposit the same in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors,
disburse the funds of the Corporation as may be required, and cause books and
records of account to be kept in accordance with generally accepted accounting
practices and principles.
F. During the absence, disqualification, or incapacity of any officer of the
Corporation other than the Chairman of the Board and Chief Executive Officer,
the Chairman of the Board and Chief Executive Officer may by written order, or
the Board of Directors may by resolution, delegate the power of each such
officer to any other officer or employee of the Corporation.
G. Each officer shall be elected to hold office until the next succeeding
regular meeting of the Board of Directors to be held as soon as practicable
after each annual meeting of the stockholders, or for such longer or shorter
term as the Board of Directors may lawfully specify; and he shall hold office
until his successor shall have been elected and qualified, or until such earlier
time as he shall resign, die or be removed.
H. Any officer may be removed, with or without cause, at any time whenever the
Board of Directors in its absolute discretion shall consider that the best
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interests of the Corporation would be served thereby. Any officer or agent
appointed otherwise than by the Board of Directors may be removed with or
without cause at any time by any officer having authority to appoint such an
officer or agent, except as may be otherwise provided in these By-Laws, whenever
such officer in his absolute discretion shall consider that the best interests
of the Corporation will be served thereby. Any such removal shall be without
prejudice to the recovery of damages for breach of the contract rights, if any,
of the person removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
I. Checks, drafts, notes and orders for the payment of money shall be signed by
such officer or officers or such other person or persons as the Board of
Directors may, from time to time, authorize, and any endorsement of such paper
in the ordinary course of business shall be similarly made, except that any
officer or assistant officer of the Corporation may endorse checks, drafts or
notes for collection or deposit to the credit of the Corporation. The signature
of any such officer or other person may be a facsimile when authorized by the
Board of Directors.
J. Unless otherwise provided by resolution of the Board of Directors, the
Chairman of the Board and Chief Executive Officer may, from time to time,
himself or by such proxies, attorneys, or agents of the Corporation as he shall
designate in the name and on behalf of the Corporation, cast the votes to which
the Corporation may be entitled as a stockholder or otherwise in any other
Corporation, at meetings, or consent in writing to any action by any such
Corporation. He may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies consents, waivers, or other instruments as he
may deem necessary or desirable in the premises.
ARTICLE VI - SEAL
The seal of the Corporation shall be a flat-face circular die, of which there
may be any number of counterparts or facsimiles, in such form as the Board of
Directors shall, from time to time, adopt as the corporate seal of the
Corporation.
ARTICLE VII - AMENDMENTS
These By-Laws may be repealed or changed, and new By-Laws made, by the
stockholders entitled to vote at any annual or special meeting, or by the Board
of Directors at any regular or special meeting. By-Laws made by the directors
may be repealed or changed by the stockholders; and By-Laws made by the
stockholders may be repealed or changed by the directors, except as, and to the
extent that, the stockholders prescribe that the By-Laws, or any specified
By-Law, shall not be altered, amended or repealed by the directors.
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