EXHIBIT 3.2
BYLAWS OF
LOWE'S COMPANIES, INC.
As Amended and Restated December 9, 1994
INDEX
ARTICLE I. OFFICES 1
ARTICLE II. SHAREHOLDERS 1
SECTION 1. ANNUAL MEETING 1
SECTION 2. SPECIAL MEETINGS 1
SECTION 3. PLACE OF MEETING 1
SECTION 4. NOTICE OF MEETING 2
SECTION 5. CLOSING OF TRANSFER BOOKS OR
FIXING OF RECORD DATE 2
SECTION 6. VOTING LISTS 2
SECTION 7. QUORUM 3
SECTION 8. PROXIES 3
SECTION 9. VOTING OF SHARES 3
SECTION 10. CONDUCT OF MEETINGS 3
ARTICLE III. BOARD OF DIRECTORS 5
SECTION 1. GENERAL POWERS 5
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS 5
SECTION 3. FOUNDING DIRECTOR 5
SECTION 4. DIRECTOR EMERITUS 5
SECTION 5. QUARTERLY MEETINGS 5
SECTION 6. SPECIAL MEETINGS 5
SECTION 7. NOTICE 5
SECTION 8. QUORUM 6
SECTION 9. MANNER OF ACTING 6
SECTION 10. VACANCIES 6
SECTION 11. COMPENSATION 6
SECTION 12. PRESUMPTION OF ASSENT 6
SECTION 13. ACTION WITHOUT MEETING 6
SECTION 14. INFORMAL ACTION BY DIRECTORS 6
SECTION 15. COMMITTEES GENERALLY 7
SECTION 16. EXECUTIVE COMMITTEE 7
SECTION 17. AUDIT COMMITTEE 8
SECTION 18. COMPENSATION COMMITTEE 8
SECTION 19. COMMITTEE OF INDEPENDENT DIRECTORS 8
SECTION 20. GOVERNMENT/LEGAL AFFAIRS COMMITTEE 8
SECTION 21. SALARY ADMINISTRATION; DIRECTORS
COMPENSATION 8
ARTICLE IV. INDEMNIFICATION 9
SECTION 1. INDEMNIFICATION 9
SECTION 2. LIMITATION ON INDEMNIFICATION 9
SECTION 3. BOARD DETERMINATION 9
SECTION 4. RELIANCE 9
SECTION 5. AGENTS AND EMPLOYEES 9
SECTION 6. EXPENSES 10
SECTION 7. INSURANCE 10
ARTICLE V. OFFICERS 10
SECTION 1. TITLES 10
SECTION 2. ELECTION AND TERM OF OFFICE 10
SECTION 3. REMOVAL 10
SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS 10
SECTION 5. PRESIDENT 11
SECTION 6. VICE PRESIDENTS 11
SECTION 7. SECRETARY 11
SECTION 8. TREASURER 11
SECTION 9. CONTROLLER 11
ARTICLE VI. DEPARTMENTAL DESIGNATIONS 11
SECTION 1. DEPARTMENTAL DESIGNATIONS 11
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER 12
SECTION 1. CERTIFICATES FOR SHARES 12
SECTION 2. TRANSFER OF SHARES 12
SECTION 3. LOST CERTIFICATES 12
ARTICLE VIII. FISCAL YEAR 13
ARTICLE IX. DIVIDENDS 13
ARTICLE X. SEAL 13
ARTICLE XI. WAIVER OF NOTICE 13
ARTICLE XII. AMENDMENTS 13
BYLAWS
OF
LOWE'S COMPANIES, INC.
As Amended and Restated December 9, 1994
ARTICLE I. OFFICES
The principal and registered office of the corporation in the State of
North Carolina shall be located in the City of North Wilkesboro, County of
Wilkes. The corporation may have such other offices either within or without the
State of North Carolina, as the Board of Directors may designate or the business
of the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the last Friday in the month of May in each year, at an hour to be
designated by the Chairman of the Board, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
The meeting shall be held on the following business day at the same time in the
event the last Friday in May shall be a legal holiday. If the annual meeting
shall not be held on the day designated by this Section 1, a substitute annual
meeting shall be called in accordance with the provisions of Section 2 of this
Article II. A meeting so called shall be designated and treated for all purposes
as the annual meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called by the Chairman of the Board, the President,
or by a majority of the Board of Directors.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of North Carolina, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. In the event the directors do not designate the place of meeting for
either an annual or special meeting of the shareholders, the Chairman of the
Board may designate the place of meeting. If the Chairman of the Board does not
designate the place of meeting, the meeting shall be held at the offices of the
corporation in North Wilkesboro, North Carolina.
SECTION 4. NOTICE OF MEETING. Written notice stating the place, day, and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given not less than 10 nor more than
60 days before the day of the meeting, by mail, by or at the direction of the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. Such notice, when mailed, 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. When a meeting is adjourned it shall
not be necessary to give any notice of the adjourned meeting other than by
announcement at the meeting at which the adjournment is taken unless a new
record date for the adjourned meeting is or must be fixed, in which event notice
shall be given to shareholders as of the new record date.
SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at the
meeting 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 books shall be closed for a stated period but not to exceed,
in any case, 60 days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least 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 70 days
and, in case of a meeting of shareholders, not less than 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 of 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 5, such
determination shall apply to any adjournment thereof if the meeting is adjourned
to a date not more than 120 days after the date fixed for the original meeting.
SECTION 6. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make before each meeting of
shareholders a complete list of the shareholders entitled to vote at such
meeting arranged in alphabetical order and by voting group (and within each
voting group by class or series of shares), with the address of and the number
of shares held by each. For a period beginning two business days after notice of
the meeting is given and continuing through the meeting, this list shall be
available at the corporation's principal office for inspection by any
shareholder at any time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote any
meeting of shareholders.
SECTION 7. QUORUM. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting if a quorum of that voting group exists
with respect to that matter. In the absence of a quorum at the opening of any
meeting of shareholders, the meeting may be adjourned from time to time by the
vote of the majority of the votes cast on the motion to adjourn. A majority of
the votes entitled to be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter. Once a share is
represented for any purpose at a 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. 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, a Bylaw adopted by the shareholders, or the North Carolina
Business Corporation Act requires a greater number of affirmative votes.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
proxy. If a proxy for the same shares confers authority upon two or more persons
and does not otherwise provide a majority of them present at the meeting or if
only one is present at the meeting then that one may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
divided as to the right and manner of voting in any particular case, and there
is no majority, the voting of such shares shall be prorated.
SECTION 9. VOTING OF SHARES. Except as otherwise provided by law, each
outstanding share of capital stock of the corporation entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. The vote of a majority of the shares voted on any matter at a
meeting of shareholders at which a quorum is present shall be the act of the
shareholders on that matter, unless the vote of a greater number is required by
law or by the Articles of Incorporation or Bylaws. Voting on all substantive
matters shall be by a ballot vote on that particular matter. Voting on
procedural matters shall be by voice vote or by a show of hands unless the
holders of one-tenth of the shares represented at the meeting shall demand a
ballot vote on procedural matters.
SECTION 10. CONDUCT OF MEETINGS. At each meeting of the stockholders, the
Chairman of the Board shall act as chairman and preside. In his absence, the
Chairman of the Board may designate another officer or director to preside. The
Secretary or an Assistant Secretary, or in their absence, a person whom the
Chairman of such meeting shall appoint, shall act as secretary of the meeting.
At any meeting of stockholders, only business that is properly brought
before the meeting may be presented to and acted upon by stockholders. To be
properly brought before the meeting, business must be brought (a) by or at the
direction of the Board of Directors or (b) by a stockholder who has given
written notice of business he expects to bring before the meeting to the
Secretary not less than 15 days prior to the meeting. If mailed, such notice
shall be sent by certified mail, return receipt requested, and shall be deemed
to have been given when received by the Secretary. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business to be brought before
the meeting and the reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the corporation's
stock beneficially owned by the stockholder, and (d) any material interest of
the stockholder in such business. No business shall be conducted at a meeting of
stockholders except in accordance with the procedures set forth in this Section
10. The chairman of a meeting of stockholders shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Any nomination for director made by a stockholder must be made in writing to
the Secretary not less than 15 days prior to the meeting of stockholders at
which Directors are to be elected. If mailed, such notice shall be sent by
certified mail, return receipt requested, and shall be deemed to have been given
when received by the Secretary. A stockholder's nomination for director shall
set forth (a) the name and business address of the stockholder's nominee, (b)
the fact that the nominee has consented to his name being placed in nomination,
(c) the name and address, as they appear on the corporation's books, of the
stockholder making the nomination, (d) the class and number of shares of the
corporation's stock beneficially owned by the stockholder, and (e) any material
interest of the stockholder in the proposed nomination.
Notwithstanding compliance with this Section 10, the chairman of a meeting
of stockholders may rule out of order any business brought before the meeting
that is not a proper matter for stockholder consideration. This Section 10 shall
not limit the right of stockholders to speak at meetings of stockholders on
matters germane to the corporation's business, subject to any rules for the
orderly conduct of the meeting imposed by the Chairman of the meeting. The
corporation shall not have any obligation to communicate with stockholders
regarding any business or director nomination submitted by a stockholder in
accordance with this Section 10 unless otherwise required by law.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by the Board of Directors except as otherwise provided by law,
by the Articles of Incorporation or by the Bylaws.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall not be less than six nor more than 12, one of whom shall
be designated and elected by the Board as the Chairman of the Board of Directors
and shall preside at all meetings of the Board of Directors. The Board may elect
a Vice Chairman whose only duties shall be to preside at Board meetings in the
absence of the Chairman. Directors need not be residents of the State of North
Carolina or shareholders of the corporation. Subject to the Articles of
Incorporation, the Board of Directors shall each year prior to the annual
meeting determine by appropriate resolution the number of directors which shall
constitute the Board of Directors for the ensuing year.
SECTION 3. FOUNDING DIRECTOR. A Founding Director is a person who was a
director when it became a public company in 1961, who was a director on November
7, 1980, and who has served continuously as a director since 1961.
SECTION 4. DIRECTOR EMERITUS. A Director Emeritus is a director with prior
service as a Founding Director. The Board of Directors may designate a Founding
Director as a Director Emeritus. The Director Emeritus lifetime benefit is 50%
of the Founding Director fee in effect at the time the Founding Director
(whether an Employee Director or a Non-Employee Director) becomes a Director
Emeritus.
SECTION 5. QUARTERLY MEETINGS. Quarterly meetings of the Board of
Directors shall be held at a time and place determined by the Chairman of the
Board of Directors. Any one or more of the directors or members of a committee
designated by the directors may participate in a meeting of the Board or
committee by means of a conference telephone or similar communications device
which allows all persons participating in the meeting to hear each other and
such participation in a meeting will be deemed presence in person.
SECTION 6. SPECIAL MEETINGS. Special Meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board of Directors, [the
President] or two of the directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the State of North Carolina, as the place for holding any special
meeting of the Board of Directors called by them.
SECTION 7. NOTICE. Notice of any special meeting shall be given by either
mail, facsimile or telephone. Notice of any special meeting given by mail shall
be given at least five days previous thereto. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail properly
addressed, with postage thereon prepaid. If notice is given by facsimile or by
telephone, it shall be done so at least two days prior to the special meeting
and shall be deemed given at the time the facsimile is transmitted or of the
telephone call itself. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at nor the
purpose of any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
SECTION 8. QUORUM. A majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
SECTION 9. MANNER OF ACTING. 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 unless otherwise required by the Articles of Incorporation.
SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled as provided in the Articles of Incorporation.
SECTION 11. COMPENSATION. The directors may be paid such expenses as are
incurred in connection with their duties as directors. The Board of Directors
may also pay to the directors compensation for their service as directors.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 13. ACTION WITHOUT MEETING. Action taken by a majority of the
Board, or a Committee thereof, without a meeting is nevertheless Board, or
Committee, action if written consent to the action in question is signed by all
of the directors, or Committee members, and filed with the minutes of the
proceedings of the Board, or Committee, whether done before or after the action
so taken.
SECTION 14. INFORMAL ACTION BY DIRECTORS. Action taken by a majority of the
directors without a meeting is action of the Board of Directors if written
consent to the action is signed by all of the directors and filed with the
minutes of the proceedings of the Board of Directors, whether done before or
after the action so taken.
SECTION 15. COMMITTEES GENERALLY. Committees of the Board of Directors shall
be reestablished annually at the first Board of Directors Meeting held
subsequent to the Annual Shareholders Meeting. Directors designated to serve on
committees shall serve as members of such committees until the first Board of
Directors Meeting following the next succeeding Annual Shareholders Meeting or
until their successors shall have been duly designated. The Board of Directors
may designate a committee chairman and a committee vice chairman from the
membership for each committee established. In the absence of the designation of
a committee chairman or vice chairman by the Board, a committee by majority vote
may elect a chairman or vice chairman from its own membership.
SECTION 16. EXECUTIVE COMMITTEE. (a) The Board may establish an Executive
Committee comprising not less than three members. This Committee may exercise
all of the authority of the Board of Directors to the full extent permitted by
law, but shall not have power:
i) To declare dividends or authorize distributions;
ii) To approve or propose to shareholders any action that is required to be
approved by shareholders under the North Carolina Business Corporation Act;
iii) To approve an amendment to the Articles of Incorporation of the
Corporation;
iv) To approve a plan of dissolution; merger or consolidation;
v) To approve the sale, lease or exchange of all or substantially all of
the property of the Corporation;
vi) To designate any other committee, or to fill vacancies in the Board of
Directors or other committees;
vii) To fix the compensation of directors for serving on the Board of
Directors or any committee;
viii) To amend or repeal the Bylaws, or adopt new Bylaws;
ix) To authorize or approve reacquisition of shares, except according to a
formula or method approved by the Board of Directors;
x) To authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, unless the Board of Directors
specifically authorizes the Executive Committee to do so within limits
established by the Board of Directors;
xi) To amend, or repeal any resolution of the Board of Directors which by
its terms is not so amendable or repealable; or
xii) To take any action expressly prohibited in a resolution of the Board of
Directors.
SECTION 17. AUDIT COMMITTEE. The Board may establish an Audit Committee
comprising not less than three members, all of whom shall be non-employee
directors. The Committee shall aid the Board in carrying out its
responsibilities for accurate and informative financial reporting, shall assist
the Board in making recommendations with respect to management's efforts to
maintain and improve financial controls, shall review reports of examination by
the independent auditors, and except as otherwise required by law, shall have
authority to act for the Board in any matter delegated to this Committee by the
Board of Directors. The Committee shall recommend to the stockholders at their
annual meeting each year an independent certified public accounting firm as
independent auditors for the corporation.
SECTION 18. COMPENSATION COMMITTEE. The Board may establish a Compensation
Committee comprising not less than three members, all of whom shall be non-
employee directors. Except as otherwise required by law, the Compensation
Committee shall have authority to act for the Board in any matter delegated to
this Committee by the Board of Directors.
SECTION 19. COMMITTEE OF INDEPENDENT DIRECTORS. The Board may establish a
Committee of Independent Directors comprising not less than three members, all
of whom shall be non-employee directors. Except as otherwise required by law,
the Committee of Independent Directors shall have authority to act for the Board
in any matter delegated to this Committee by the Board of Directors.
SECTION 20. GOVERNMENT/LEGAL AFFAIRS COMMITTEE. The Board may establish a
Government/Legal Affairs Committee to consist of not less than three directors.
Except as otherwise required by law, the Government/Legal Affairs Committee
shall have authority to act for the Board in any manner delegated to this
Committee by the Board of Directors.
SECTION 21. SALARY ADMINISTRATION; DIRECTORS COMPENSATION. The compensation
of employees not covered by the Compensation Committee duties shall be the
responsibility of the President, except that compensation of the Chairman's
staff shall be the mutual responsibility of the Chairman and the President. The
compensation of independent directors shall be recommended to the Board of
Directors as a mutual responsibility of the Chairman and the President.
ARTICLE IV. INDEMNIFICATION
SECTION 1. INDEMNIFICATION. In addition to any indemnification required or
permitted by law, and except as otherwise provided in these Bylaws, any person
who at any time serves or has served as a director or officer of the
corporation, or in such capacity at the request of the corporation for any other
corporation, partnership, joint venture, trust or other enterprise, shall have a
right to be indemnified by the corporation to the fullest extent permitted by
law against (i) reasonable expenses, including attorneys' fees, actually and
necessarily incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (ii) payments made by him in satisfaction of
any judgment, money decree, fine, penalty or reasonable settlement for which he
may have become liable in any such action, suit or proceeding.
SECTION 2. LIMITATION ON INDEMNIFICATION. The corporation shall not
indemnify any person hereunder against liability or litigation expense he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. The corporation shall not indemnify any director with respect to
any liability arising out of NORTH CAROLINA GENERAL STATUTES section 55-8-33
(relating to unlawful declaration of dividends) or any transaction from which
the director derived an improper personal benefit as provided in NORTH CAROLINA
GENERAL STATUTES section 55-2-02(b)(3).
SECTION 3. BOARD DETERMINATION. If any action is necessary or appropriate
to authorize the corporation to pay the indemnification required by this Bylaw
the Board of Directors shall take such action, including (i) making a good faith
evaluation of the manner in which the claimant for indemnity acted and of the
reasonable amount of indemnify due him, (ii) giving notice to, and obtaining
approval by, the shareholders of the corporation, and (iii) taking any other
action.
SECTION 4. RELIANCE. Any person who at any time after the adoption of this
Bylaw serves or has served in any of the capacities indicated in subsection (a)
of this Bylaw shall be deemed to be doing or to have done so in reliance upon,
and as consideration for, the right of indemnification provided herein. Such
right shall inure to the benefit of the legal representatives of any such person
and shall not be exclusive of any other rights to which such person may be
entitled apart from the provision of this Bylaw.
SECTION 5. AGENTS AND EMPLOYEES. The provisions of subsection (a) of this
Bylaw shall not be deemed to preclude the corporation from indemnifying persons
serving as agents or employees of the corporation, or in such capacity at the
request of the corporation for any other corporation, partnership, joint
venture, trust or other enterprise, to the extent permitted by law.
SECTION 6. EXPENSES. The corporation shall be entitled to pay the expenses
incurred by a director or officer in defending a civil or criminal action, suit
or proceeding in advance of final disposition upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.
SECTION 7. INSURANCE. As provided by NORTH CAROLINA GENERAL STATUTES
section 55-8-57, the Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation has the power to indemnify him
against such liability.
ARTICLE V. OFFICERS
SECTION 1. TITLES. The officers of the corporation may consist of the
Chairman of the Board of Directors, the President, and such Vice Presidents as
shall be elected as officers by the Board of Directors. There shall also be a
Secretary, Treasurer, Controller and such assistants thereto as may be elected
by the Board of Directors. Any one person may hold one or more offices in the
corporation. No officer may act in more than one capacity where action of two or
more is required.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board held after each annual meeting of the shareholders, or at any other
meeting of said Board. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Since officers serve at the pleasure of the Board, any
officer may be removed at any time by the Board of Directors, with or without
cause. Termination of an officer's employment with the Corporation by the
appropriate official shall also end his term as an officer.
SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. There shall be a Chairman of
the Board of Directors elected by the directors from their members. The Chairman
so elected by the directors shall be responsible to the Board of Directors and
shall seek Board approval and guidance on major corporation strategies,
policies, and objectives, including long-range planning, mergers, acquisitions,
consolidations and liquidations. He shall also issue annual reports and
recommend dividend policies for Board approval and shall perform such other
functions as the Board may require from time to time. The Chairman shall have
power to sign any deeds, mortgages, bonds, contracts, or any other instruments
or documents which may be lawfully executed on behalf of the corporation.
SECTION 5. PRESIDENT. The office of President shall be held by a director
of the corporation duly elected to said office by a majority vote of the Board
of Directors, and shall be the Chief Executive Officer of the corporation, and
shall have direct supervision and control of all of the business affairs of the
corporation, not specifically allocated to the Chairman of the Board in these
Bylaws, subject to the general supervision and control of the Board of
Directors. The President shall have power to sign certificates for shares of the
corporation and any deeds, mortgages, bonds, contracts, or any other instruments
or documents which may be lawfully executed on behalf of the corporation. The
President shall vote as agent for this corporation the capital stock held or
owned by this corporation in any corporation. The President is authorized to
delegate the authority to officers or employees of the corporation to execute
and deliver agreements and other instruments on behalf of the corporation. The
President is authorized to delegate the authority to execute and deliver
agreements and other instruments to other officers and employees of the
Corporation.
SECTION 6. VICE PRESIDENTS. The duties of Vice Presidents shall be the
performance of such functions and duties as shall be assigned by the President
or the Board of Directors.
SECTION 7. SECRETARY. The Secretary shall perform such duties and have such
responsibilities as are assigned by the Board of Directors or the President.
SECTION 8. TREASURER. The Treasurer shall perform such duties and have such
responsibilities as are assigned to him by the Board of Directors or the
President.
SECTION 9. CONTROLLER. The Controller shall perform such duties and have
such responsibilities as are assigned to him by the Board of Directors or the
President.
ARTICLE VI. DEPARTMENTAL DESIGNATIONS
SECTION 1. DEPARTMENTAL DESIGNATIONS. The President may establish such
departmental or functional designations or titles pertaining to supervisory
personnel as the President in his discretion deems wise. The designations or
titles may be that of Senior Vice President, Vice President or such other term
or terms as the President desires to utilize. The designation or title
contemplated by this section is for the purpose of administration within the
department or function concerned and is not with the intent of designating those
individuals bearing such titles as general officers of the corporation. These
individuals bearing these titles shall be known as administrative managers of
the corporation.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary, provided that where a certificate is signed by a transfer agent,
assistant transfer agent or co-transfer agent of the corporation or with the
duly designated transfer agent the signatures of such officers of the
corporation upon the certificate may be by facsimile engraved or printed. Each
certificate shall be sealed with the seal of the corporation or a facsimile
thereof. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and class and date of
issue, shall be entered on the stock transfer books of the corporation, as the
transfer agent. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
records thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes. To the extent that any
provision of the Rights Agreement between the Company and Wachovia Bank and
Trust Company, N.A., Rights Agent, dated as of September 9, 1988, is deemed to
constitute a restriction on the transfer of any securities of the Company,
including, without limitation, the Rights, as defined therein, such restriction
is hereby authorized by the Bylaws of the Company.
SECTION 3. LOST CERTIFICATES. The Board of Directors may authorize the
issuance of a new certificate in place of a certificate claimed to have been
lost or destroyed, upon receipt of an affidavit of such fact from the person
claiming the loss or destruction. In authorizing such issuance of a new
certificate, the Board may require the claimant to give the corporation a bond
in such sum as it may direct to indemnify the corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed; or
the Board, by resolution reciting that the circumstances justify such action,
may authorize the issuance of the new certificate without requiring such a bond.
This function or duty on the part of the Board may be assigned by the Board to
the transfer agents of the common stock of the corporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be the 12 months ending January 31
of each year.
ARTICLE IX. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and as provided in a resolution of the Board of
Directors.
ARTICLE X. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation, and the word "Seal".
ARTICLE XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of the charter or under the provisions
of applicable law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XII. AMENDMENTS
Unless otherwise prescribed by law or the charter, these Bylaws may be
amended or altered at any meeting of the Board of Directors by affirmative vote
of a majority of the directors. Unless otherwise prescribed by law or the
charter, the shareholders entitled to vote in respect of the election of
directors, however, shall have the power to rescind, amend, alter or repeat any
Bylaws and to enact Bylaws which, if expressly so provided, may not be amended,
altered or repealed by the Board of Directors.