EXHIBIT 3.2
BYLAWS OF
LOWE'S COMPANIES, INC.
As Amended and Restated March 1, 1998
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 6
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 7
SECTION 15. COMMITTEES GENERALLY 7
SECTION 16. EXECUTIVE COMMITTEE 7
SECTION 17. AUDIT COMMITTEE 8
SECTION 18. COMPENSATION COMMITTEE 8
SECTION 19. GOVERNANCE COMMITTEE 8
SECTION 20. GOVERNMENT/LEGAL AFFAIRS COMMITTEE 8
SECTION 21. SALARY ADMINISTRATION; DIRECTORS
COMPENSATION 9
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 10
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 11
SECTION 5. VICE CHAIRMEN OF THE BOARD OF DIRECTORS 11
SECTION 6. PRESIDENT 11
SECTION 7. VICE PRESIDENTS 11
SECTION 8. SECRETARY 11
SECTION 9. TREASURER 11
SECTION 10. 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
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BYLAWS
OF
LOWE'S COMPANIES, INC.
As Amended and Restated March 1, 1998
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 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.
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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
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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.
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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.
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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 be 13, divided into three classes:
Class I, (five), Class II, (four), and Class III, (four). One director
shall be designated and elected by the Board as 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, and the number of directors
which shall constitute the class of directors being elected at such
annual meeting. The directors may amend the Bylaws between meetings of
shareholders to increase or decrease the number of directors to make
vacancies available for the election of new directors.
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 person with
prior service as a Founding Director. The Board of Directors may
designate a Founding Director as a Director Emeritus. The Director
Emeritus annual lifetime benefit is 50% of the Founding Director's
director compensation 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 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.
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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.
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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;
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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 each year an independent certified public
accounting firm as independent auditors for the Corporation. The
Corporation's Head of Internal Audit shall report to the Audit Committee,
and his employment may only be terminated with the approval of the
Committee.
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. GOVERNANCE COMMITTEE. The Board may establish a
Governance Committee comprising not less than three members, all of whom
shall be non-employee directors. Except as otherwise required by law, the
Governance Committee 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.
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SECTION 21. SALARY ADMINISTRATION; DIRECTORS COMPENSATION.
The compensation of employees not covered by the Compensation Committee
duties shall be the responsibility of the Chief Executive Officer. The
compensation of independent directors shall be recommended to the Board
of Directors by the Chief Executive Officer.
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 N.C.G.S. 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 N.C.G.S. 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
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.
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SECTION 5. AGENTS AND EMPLOYEES. The provisions 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 N.C.G.S. 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, Vice Chairmen, 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 (and by the Audit Committee for
the Head of Internal Audit) shall also end his term as an officer.
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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 shall preside at meetings of the Board of
Directors, 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, subject to the general supervision and control of the
Board of Directors. The Chairman 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 Chairman shall vote as agent for the
corporation the capital stock held or owned by the corporation in any
corporation. The Chairman is authorized to delegate the authority to vote
capital stock held or owned by the corporation and to execute and deliver
agreements and other instruments to other officers of the corporation.
SECTION 5. VICE CHAIRMEN OF THE BOARD OF DIRECTORS. The Board of
Directors may elect one or more Vice Chairmen from their members. A Vice
Chairman shall preside at meetings of the Board of Directors in the
absence of the Chairman.
SECTION 6. PRESIDENT. The President perform such duties and have
such responsibilities as are assigned by the Board of Directors or the
Chief Executive Officer.
SECTION 7. VICE PRESIDENTS. The Vice Presidents shall perform such
duties and have such responsibilities as are assigned by the Board of
Directors or the Chief Executive Officer.
SECTION 8. SECRETARY. The Secretary shall perform such duties and
have such responsibilities as are assigned by the Board of Directors or
the Chief Executive Officer.
SECTION 9. TREASURER. The Treasurer shall perform such duties and
have such responsibilities as are assigned by the Board of Directors or
the Chief Executive Officer.
SECTION 10. CONTROLLER. The Controller shall perform such duties and
have such responsibilities as are assigned by the Board of Directors or
the Chief Executive Officer.
ARTICLE VI. DEPARTMENTAL DESIGNATIONS
SECTION 1. DEPARTMENTAL DESIGNATIONS. The Chief Executive Officer
may establish such departmental or functional designations or titles
pertaining to supervisory personnel as the Chief Executive Officer 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 Chief
Executive Officer desires to utilize. The designation or title
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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 Chairman of
the Board 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
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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 end on the Friday nearest
to January 31 of each year. The fiscal year shall consist of four
quarterly periods, each comprising 13 weeks, with the 13-week periods
divided into three periods of four weeks, five weeks, and four weeks.
Every six to eight years, the fiscal year shall be a 53-week year, with
the fourth period comprising four weeks, five weeks, and five weeks, to
reflect the 365th day of each year and the 29th day of February in leap
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 repeal any Bylaws and to enact Bylaws
which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.
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