Exhibit 3(b)
BYLAWS
OF
ENTERGY ARKANSAS, INC.
AS OF OCTOBER 5, 1998
ARTICLE I
OFFICES
The principal business office of the Company shall be in
Little Rock, Arkansas. The Company may also have offices at
such other places as the Board of Directors may from time to
time designate.
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF HOLDING MEETINGS. Meetings of the
shareholders shall be held in the offices of the Company in
the City of Little Rock, State of Arkansas; or may be held at
other places in or outside the State of Arkansas.
Section 2. ANNUAL MEETINGS OF SHAREHOLDERS - ELECTION
OF DIRECTORS. The annual meeting of the shareholders for the
election of directors and the transaction of such other
corporate business as may properly come before such meeting,
shall be held on the third Wednesday in May unless such day
is a legal holiday, in which case such meeting shall be held
on the first day thereafter which is not a legal holiday,
unless the shareholders elect to hold the annual meeting on a
substitute date.
At each annual meeting the shareholders entitled to vote
shall elect directors in the number provided by these Bylaws
to serve until the next annual meeting, unless there is
arrearage in the payment of preferred stock dividends as
hereinafter stated. If dividends payable on any shares of the
Preferred Stock at any time outstanding shall be in arrears
in an amount equal to or greater than the aggregate dividends
accumulated on the outstanding Preferred Stock in any period
of twelve (12) months, then the holders of the Preferred
Stock, voting separately from the holders of the Common
Stock, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the then
authorized number of directors, and the remaining directors
shall be elected as first provided in this section; provided
that if and when accumulated and unpaid dividends on the then
outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, then at the next annual
meeting of the shareholders, or earlier at a special meeting
of the shareholders duly convened for such purpose, new
directors may be elected by the vote of the shareholders of
the Company as first provided in this section.
In the event of the failure to hold the annual meeting
of shareholders, or should be shareholders fail to elect
directors at the annual meeting, then in either case the
director for the ensuing year may be elected at a special
meeting of the shareholders called for such purpose.
At each annual meeting the shareholders may transact
such other corporate business as may properly come before
said meeting.
Section 3. SPECIAL MEETING OF SHAREHOLDERS. Special
meetings of the shareholders entitled to vote upon any
matters may be held upon call of the Chairman of the Board,
the President, the Board of Directors, the Executive
Committee, or shareholders holding at least ten percent (10%)
of all the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting, provided that
such shareholders deliver to the Company's secretary one or
more written demands for the meeting describing the purpose
or purposes for which it is to be held. Notice of special
meetings shall be given in regular manner.
Section 4. NOTICE OF SHAREHOLDERS MEETINGS. Written or
printed notice of all meetings of shareholders stating the
date, time, and place of the meeting and in the case of a
special meeting a description of the purpose or purposes for
which the meeting is being called shall be mailed by either
the Chairman of the Board, the President, or the Secretary to
each shareholder of record entitled to vote at his last known
post office address, at least ten (10) days and no more than
sixty (60) days before the meeting except as otherwise
provided by law. Such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the
shareholder at his post office address as it appeals on the
records of the Company. For any meeting of shareholders
called to consider matters on which all the shareholders are
not entitled to vote, notice need not be sent to those
shareholders who are not entitled to vote at such meeting but
only to those shareholders of the class or classes entitled
to vote.
Section 5. QUORUM; VOTE REQUIRED FOR ACTION. A
majority of the votes entitled to be cast by the shareholders
of the Company representing a separate voting group must be
present in person or by proxy at each meeting of the
shareholders to constitute a quorum. A majority of the votes
cast by a voting group shall decide every question or matter
submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Amended and Restated
Articles of Incorporation.
Section 6. ADJOURNMENTS. Any meeting of shareholders,
annual or special, may adjourn from time to time to reconvene
at the same or some other place, and notice. need not be
given of any such adjourned meeting if the time and place
thereof are announced at the meeting in which the adjournment
is taken. At the adjourned meeting the Company may transact
any business which might have been transacted at the original
meeting. If after the adjournment a new record date is fixed
for the adjourned meeting, which must be done if the meeting
is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting, a notice
of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting in the manner
provided by these Bylaws.
Section 7. OFFICERS FOR SHAREHOLDERS MEETINGS.
Meetings of. shareholders shall be presided over by (in the
order following) the Chairman of the Board, the President, or
such officer as may be named for the purpose by resolution of
the Board of Directors, or if no such officer is present, by
a Chairman elected at the meeting. The Secretary of the
Company shall act as Secretary of such meeting, if present.
In his absence or incapacity to serve, the presiding Chairman
may appoint a Secretary.
Section 8. PROXIES. Each shareholder entitled to vote
at a meeting of shareholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be
voted or acted upon after eleven (11) months from its date,
unless the proxy provides for longer period. A duly executed
proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with
an interest sufficient at law to support an irrevocable
power. A shareholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or
another duly executed proxy bearing a later date with the
Secretary of the Company. Proxies shall be dated and shall be
filed with the records of the meeting.
Section 9. FIXING DATE FOR DETERMINATION OF
SHAREHOLDERS OF RECORD. In order that the Company may
determine the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or
to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to
exercise any rights in respect to any change, conversion, or
exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than seventy (70) days nor less
than ten (10) days before the date of such meeting nor more
than seventy (70) days prior to any other action. If no
record date is flexed: (i) the record date for determining
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day
next preceding the day on which notice is given or, if notice
is waived, at the close of business on the day next preceding
the day on which the meeting is held; and (ii) the record
date for determining shareholders for any other purpose shall
be at the close of business on the date on which the Board of
Directors adopts a resolution relating thereto. A
determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, the Board of
Directors may fix a new record date for the adjourned
meeting, which it must do if the meeting is adjourned to a
date more than one hundred and twenty (120) days after the
date fixed for the original meeting.
Section 10. LIST OF SHAREHOLDERS ENTITLED TO VOTE.
After fixing the record date for a meeting, the Secretary
shall prepare an alphabetical listing of the names of all of
the shareholders of the Company who are entitled to notice of
the shareholders' meeting, which list must be arranged by
voting group (and within each voting group by class or series
of shares) and must show the address of and number of shares
held by each such shareholder. The shareholders list must be
made available for inspection by any shareholder, beginning
two (2) business days after notice of the meeting is given
for which the list was prepared and continuing through the
meeting, at the Company's main office or at a place
identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent, or attorney
shall be entitled on written demand to inspect and to copy
the list during regular business hours and during the period
it is available for inspection. The Company shall make the
shareholders list available at the meeting, any shareholder,
his agent, or attorney shall be entitled to inspect the list
at any time during the meeting or any adjournment thereof.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Unless
otherwise restricted by law or the Amended and Restated
Articles of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the
shareholders may be taken without a meeting, without prior
notice and without a vote, if one or more written consents,
setting forth the action taken, shall be signed by the
holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled
to vote thereon were present and voted. All written consents
executed by one or more shareholders shall be included in the
minutes or filed with the corporate records. Prompt notice of
the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those
shareholders who have not consented in writing. In addition,
if it is required by law that notice of the proposed action
be given to nonvoting shareholders and the action is to be
taken by written consent of the voting shareholders, the
Company must give its nonvoting shareholders written notice
of the proposed action at least ten (10) days before the
action is taken.
ARTICLE III
DIRECTORS
Section 1. NUMBER; GENERAL DUTIES; TERM; ELIGIBILITY;
AND REMOVAL. The shareholders or the Board of Directors
shall have the power from time to time to fix the number of
directors of the Company, provided that the number so fixed
shall not be less than three (3) or more than fifteen (15).
Ownership of capital stock of the Company shall not be a
prerequisite to serving as a Director.
Any Director, who is also an officer (except the chief
executive officer or a former chief executive officer) or
employee of the Company, shall not be eligible for re-
election after the date of his retirement as an officer or
employee of the Company; however, he shall be permitted to
complete the regular term of the office as a Director which
he is serving at the time of his retirement. A Director who
is or has previously been the Company's chief executive
officer at the time of his retirement from active employment
with the Company, or a Director who is not an officer or
employee of the Company, shall not be eligible for re-
election after his seventieth birthday, but he shall be
permitted to complete the regular term of office as a
Director which he is serving at the time he reaches his
seventieth birthday.
Directors shall continue to serve until their successors
are duly elected and qualified, unless prevented by death,
resignation or inability to serve or by removal as provided
in the Amended and Restated Articles of Incorporation.
Section 2. QUORUM: VOTE REQUIRED FOR ACTION. A majority
of the directors shall constitute a quorum at any meeting,
except when otherwise provided by law; provided, however,
that a majority of the directors present may adjourn any
meeting, from time to time, and the meeting may be held, as
adjourned, without further notice; if at least one-third
(1/3) of the directors are present at the meeting. Except in
cases in which the Amended and Restated Articles of
Incorporation or these Bylaws provide otherwise the vote of a
majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 3. ORGANIZATION. Meetings of the Board of
Directors shall be presided over by the Chairman of the
Board, if any, or in his absence by a Vice Chairman of the
Board, if any, or in his absence by the President, or in
their absence, by a Chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his
absence the Chairman of the meeting may appoint any person to
act as secretary of the meeting.
Section 4. MEETINGS AND NOTICES OF MEETINGS. Meetings
of the Board of Directors shall be held at the times fixed by
resolution of the Board, or upon call of the Chairman of the
Board, the President, or any two directors, and may be held
at any place within or without the State of Arkansas. The
Secretary, or an officer performing his duties, shall give
reasonable notice (which must be at least two (2) days' prior
notice) of all meetings of the directors called, provided
that a meeting may be held without notice immediately after
the annual election, and notice need not be given of regular
meetings held at times fixed by resolution of the Board.
Meetings may be held at any time without notice if all the
directors are present, or if those not present waive notice
either before or after the meeting.
Section 5. FEES AND COMPENSATION OF DIRECTORS. The
Board of Directors shall have the power to authorize the
payment of compensation to the directors for services to the
Company, including fees for attendance at meetings of the
Board of Directors. of the Executive Committee, and all other
committees, and to determine the amount of such compensation
and fees.
Section 6. ELECTION OF OFFICERS. The Board of Directors
shall elect officers of the Corporation as designated in
Article V of these bylaws.
Section 7. SALARIES OF OFFICERS. The Board of Directors
shall fix salaries and compensation to be paid to officers of
the Company or shall designate such person who shall be
authorized to fix salaries and compensation to be paid to
officers of the Company.
Section 8. VACANCIES. Vacancies occurring among the
directors shall be filled as provided in the Amended and
Restated Articles.
Section 9. INFORMAL ACTION BY DIRECTORS. Unless
otherwise restricted by the Amended and Restated Articles of
Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of
Directors, or any committee thereof, may be taken without a
meeting if all members of the Board or such committee, as the
case may be, consent thereto in writing, and the writing or
writings are filed with the minutes or proceedings of the
Board or committee. Action taken under this section of the
Bylaws is effective when the last director signs the consent,
unless the consent specifies a different effective date.
Section 10. TELEPHONIC MEETINGS PERMITTED. Members of
the Board of Directors, or any committee designated by the
Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can simultaneously hear each
other, and participation in a meeting pursuant to this Bylaw
shall constitute presence in person at such meeting.
Section 11. GENERAL POWERS OF DIRECTORS. The Board of
Directors shall have the power to manage the business of the
Company and, subject to the restrictions imposed by law and
by the Amended and Restated Articles of Incorporation, may
exercise all the powers of the Company.
Section 12. CHAIRMAN OF THE BOARD. The Board of
Directors shall designate one of its members as Chairman of
the Board. The position of Chairman of the Board is not an
officer position; therefore, the Chairman of the Board need
not be an officer of the Corporation.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEE. The Board of Directors
may, by resolution passed by a majority of the whole Board of
Directors, appoint an Executive Committee of not less than
two or more than four members, to serve at the pleasure of
the Board of Directors. Such Committee shall have and may
exercise all the powers of the Board of Directors during the
intervals between its meetings, which may be lawfully
delegated, subject to such limitations which may be provided
by resolution of the Board of Directors.
Section 2. OTHER COMMITTEES. The Board of Directors may
by resolution appoint other committees of directors to
perform such duties and take such action as may be lawfully
delegated and as the Board may authorize and direct. The
Board shall have the power at any time to change the
membership of such committees, to fill vacancies in committee
personnel and rescind the power and authority of such
committees.
Section 3. MINUTES OF MEETINGS. All committees shall
keep regular minutes of their proceedings and report the same
to the Board of Directors.
Section 4. EX-OFFICIO MEMBERS. The Chairman of the
Board of Directors and the President of the Company shall
both be ex-officio members of each duly appointed committee.
Section 5. COMMITTEE RULES. Unless the Board of
Directors otherwise provides, each committee designated by
the Board of Directors may make, alter, and repeal rules for
the conduct of its business. In the absence of such rules,
each committee shall conduct its business in the same manner
as the Board of Directors conduct its business pursuant to
Article III of these Bylaws.
ARTICLE V
OFFICERS
Section 1. The Board of Directors shall elect
individuals to occupy at least three executive offices:
President, Secretary and Treasurer. In its discretion, the
Board of Directors may elect individuals to occupy other
executive offices, including Chief Executive Officer, Vice
Chairman, Chief Operating Officer, Vice President and such
other executive offices as the Board shall designate.
Officers shall be elected annually and shall hold office
until their respective successors shall have been duly
elected and qualified, or until such officer shall have died
or resigned or shall have been removed by majority vote of
the whole Board. To the extent permitted by the laws of the
State of Arkansas, individuals may occupy more than one
office.
Section 2. PRESIDENT. The President shall perform
duties incident to the office of a president of a corporation
and such other duties as from time to time may be assigned to
him by the Board of Directors, by the Executive Committee or,
if the Board has elected a Chief Executive Officer and if the
Chief Executive Officer is not the President, by the Chief
Executive Officer.
Section 3. VICE PRESIDENTS. Each Vice President shall
have such powers and shall perform such duties as from time
to time may be conferred upon or assigned to him by the Board
of Directors or the Executive Committee, or as may be
delegated to him by the President or the Chief Executive
Officer.
Section 4. SECRETARY. The Secretary shall keep the
minutes of all meetings of the stockholders and of the Board
of Directors in books provided for the purpose; shall see
that all notices are duly given in accordance with the
provisions of law and these bylaws; shall be custodian of the
records and of the corporate seal of the Corporation; shall
see that the corporate seal is affixed to all documents the
execution of which under the seal is duly authorized, and
when the seal is so affixed he may attest the same; may sign,
with the Chairman of the Board, a Vice Chairman, the
President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all duties
incident to the office of a secretary of a corporation, and
such other duties as from time to time may be assigned to the
Secretary by the Chief Executive Officer, the Chairman of the
Board, a Vice Chairman, the President, the Board of Directors
or the Executive Committee.
The Secretary shall also keep, or cause to be kept, a
stock book, containing the name, alphabetically arranged, of
all persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
Section 5. TREASURER. The Treasurer shall have charge
of and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause
to be deposited, in the name of the Corporation, all moneys
or other valuable effects in such banks, trust companies or
other depositories as shall, from time to time, be selected
by the Board of Directors. The Treasurer may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation singly or jointly with
another person as the Board of Directors may authorize; may
sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; shall render or
cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, a Vice Chairman, the
President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all the duties
incident to the office of a treasurer of a corporation, and
such other duties as from time to time may be assigned to him
by the Chairman of the Board, a Vice Chairman, the President,
the Board of Directors or the Executive Committee.
Section 6. SUBORDINATE OFFICERS. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and other officers as it may deem desirable. Each such
officer shall hold office for such period, have such
authority and perform such duties as the Board of Directors
may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove such officers and
to prescribe the powers and duties thereof.
Section 7. VACANCIES; ABSENCES. Any vacancy in any of
the above offices may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special
meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee, whenever necessary, may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.
Section 8. RESIGNATIONS. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, a Vice
Chairman, the President or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon
written receipt thereof by the Board of Directors or by such
officer.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATES OF STOCK. Certificates of stock
of the Company must bear the corporate seal of the Company
and shall be signed by the President or a Vice President and
by the Treasurer or an Assistant Treasurer, the Secretary, or
an Assistant Secretary of the Company, but when any such
certificate is signed by a Transfer Agent or Registrar, the
signature of any such corporate officer and the corporate
seal upon such certificate may be facsimiles, engraved or
printed. The stock of the Company shall be transferable or
assign able on the books of the Company by the holders in
person or by attorney on the surrender of the certificates
therefore duly endorsed. The Board 3f Directors may appoint
one or more transfer agents and registrars of the stock.
Section 2. LOST, STOLEN OR DESTROYED STOCK
CERTIFICATES: ISSUANCE OF NEW CERTIFICATES. The company may
issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been
lost, stolen, or destroyed, and the Company may require the
owner of the lost, stolen, or destroyed certificate, or his
legal representative, to give the Company a bond sufficient
to indemnify it against any claim that may be made against it
on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of such new certificate.
Section 3. CLASSES OF STOCK - DESIGNATION. If the
Company shall be authorized to issue more than one class of
stock or more than one series of any class, the designations,
preferences and relative, participating, option or other
special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the
Company shall issue to represent such class or series of
stock, provided, that except as otherwise provided by
Arkansas law, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate which the
Company shall issue to represent such class or series of
stock, a statement that the Company will furnish without
charge to each shareholder who so requests the designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences or rights.
Section 4. DIVIDENDS. The directors may declare
dividends upon the capital stock of the Company as and when
they deem advisable and according to law.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. RIGHT TO INDEMNIFICATION. Each person
(including here and hereinafter, the heirs, executors,
administrators, or estate of such person) (1) who is or was a
director or officer of the Company, (2) who is or was an
employee of the Company other than an officer, (3) who is or
was an agent of the Company and whom the Corporation has
expressly agreed to indemnify, or (4) who is or was serving
at the request of the Company as a director, officer or
employee of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Company
as of right to the fullest extent permitted or authorized by
the Arkansas Business Corporation Act of 1987 (sometimes
referred to herein as the "1987 Act") or subsequent
legislation (but in the case of any such subsequent
legislation, only to the extent that it permits the Company
to provide broader indemnification rights than permitted
prior to such legislation), against any liability or expense,
awarded or assessed against him, or incurred by him, or paid
or to be paid by him in settlement thereof, in his capacity
as such director, officer, employee or agent,. or arising out
of his status as such director, officer, employee, or agent,
including expenses and amounts paid by him in settlement of
any proceeding asserted or brought against him by or in the
right of any person, including the Company, in any such
capacity or arising out of his status as such. Each director,
officer, employee, or agent of the Company to whom
indemnification rights under this Article VII have been or
may be granted is referred to herein as an "Indemnified
Person".
The Board of Directors may, upon approval of such
director, officer, employee, or agent of the Company,
authorize the Company's counsel to represent such person in
any proceeding, whether or not the Company is a party to such
proceeding.
Notwithstanding the foregoing, except as specified in
Section 3 of this Article, the Company shall indemnify an
Indemnified Person in connection with a proceeding (or part
thereof) initiated by such Indemnified Person only if
authorization for such proceeding (or part thereof) was not
denied by the Board of Directors of the Company prior to
sixty (60) days after receipt by the Company of written
notice thereof from such person.
Section 2. ADVANCEMENT OF EXPENSES. Costs, charges and
expenses incurred by a director, officer or employee in
defending a proceeding shall be paid by the Company to the
fullest extent permitted or authorized by the applicable
Arkansas Act pursuant to Section 1 of this Article or
subsequent legislation (but in the case of any such
subsequent legislation, only to the extent that it permits
the Company to provide broader rights to advance costs,
charges and expenses than permitted prior to such
legislation) in advance of the final disposition of such
proceeding, within fourteen (14) days after the receipt by
the Company of a written statement from such director,
officer or employee requesting such an advancement together
with an undertaking, if required by law at the time of such
advance, by or on behalf of the person seeking such advance,
to repay all amounts so advanced in the event that it shall
ultimately be determined that such person is not entitled to
be indemnified by the Company as authorized in this Article.
In the case of agents of the Company, advancements of costs,
charges and expenses may be made upon such other terms and
conditions as the Board of Directors may deem appropriate.
Section 3. PROCEDURE FOR INDEMNIFICATION AND OBTAINING
ADVANCEMENT OF EXPENSES. Any indemnification of liabilities
and expenses or advancement of expenses under this Article
shall be made promptly, and, in the case of indemnification,
in any event within sixty (60) days of receipt by the Company
of the written request of the Indemnified Person, or, in the
case of advancement of expenses, as set forth in Section 2 of
this Article. If the Company denies such request in whole or
in part or if no disposition thereof is made within the
applicable time limit or if the Company otherwise fails to
provide indemnification or advancement as provided for in
this Article, and despite any contrary determination by or on
behalf of the Company in the specific case, the Indemnified
Person may enforce his right to indemnification or
advancement, or both, in an appropriate proceeding brought in
a court of competent jurisdiction and shall be entitled to
such indemnification or advancement, or both, as the court
shall by order direct. Such person's reasonable expenses in
obtaining court-ordered indemnification or. advancement shall
be reimbursed by the Company. No such contrary determination
by or on behalf of the Company shall be a defense to such
proceeding or create a presumption. that the claimant has not
met the applicable standard of conduct, if any, for
indemnification or for an advancement pursuant to Section 1
or Section 2 of this Article. It shall be a defense to any
such action that the claimant has not met the applicable
standard of conduct, if any, pursuant to Section 1 or Section
2 of this Article.
Section 4. OTHER RIGHTS: CONTINUATION OF RIGHT TO
INDEMNIFICATION AND ADVANCEMENTS. The rights to
indemnification and to advancements provided by this Article
shall not be deemed exclusive of any other or further rights
to which a person seeking indemnification or advancements may
be entitled under any law (common or statutory), agreement,
vote of shareholders or disinterested directors or otherwise,
either as to action taken or omitted to be taken in his
official capacity or as to action taken or omitted to be
taken in another capacity while holding office or while
employed by or acting as agent for the Company, and shall
continue as to an Indemnified Person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person. All rights to indemnification and to advancements of
expenses under this Article shall be deemed to be a contract
between the Company and each Indemnified Person. Any repeal
or modification of this Article or any repeal or modification
of relevant provisions of the applicable Arkansas Business
Corporation Act or any other applicable law shall not m any
way diminish any right to indemnification or to advancement
of expenses of such Indemnified Person, or the obligations of
the Company, arising hereunder for claims relating to matters
occurring prior to such repeal or modification.
Section 5. INSURANCE AND OTHER ARRANGEMENTS. The
Company may maintain insurance, at its expense, to protect
itself and/or any person who is or was or has agreed to
become a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a
director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise against
any liability asserted against him or incurred by him or on
his behalf in any such capacity, or arising out of his status
as such, whether or not the Company would have the legal
power to directly indemnify him against such liability. The
Company may also obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or
other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any asset or
properties of the Company, or use any other mechanism or
arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the Board of
Directors shall deem appropriate for the protection of any or
all such persons.
Section 6. SEPARABILITY. If this Article or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Company shall be
nevertheless indemnify each director and officer, and each
employee and agent of the Company as to whom the Company has
agreed to grant indemnity, as to liabilities and expenses,
and amounts paid or to be paid in settlement with respect to
any proceeding, including an action by or in the right of the
Company, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated
and to the full extent permitted by applicable law.
Section 7. TERMS. For purposes of this Article and in
each case without limiting the generality thereof, the term
"other enterprises" includes employee benefit plans; the term
"expenses" includes reasonable counsel fees; the term
"liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed
on a person with respect to any employee benefit plan), and
expenses actually and reasonably incurred with respect to a
proceeding; the term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, or
investigative; and the term "serving at the request of the
Company" includes any service as a director, officer,
employee or agent of the Company that imposes duties on or
involves services by such persons, including duties relating
to an employee benefit plan and its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. DEPOSITARIES. The Board of Directors is
authorized to select such depositaries as it shall deem
proper for the funds of the Company, or may authorize the
proper officers of the Company to do so. Checks and drafts
against such deposited funds shall be signed and
countersigned by officers or persons to be specifically
specified by the Board of Directors.
Section 2. WAIVERS. Whenever under the provisions of
these Bylaws or of any law the shareholders or directors are
authorized to hold any meeting or take any action after
notice or after the lapse of any prescribed period of time,
such meeting or action may be held or taken without notice
and without such lapse of time, on written waiver of such
notice and lapse of time signed by every person entitled to
such notice who did not properly receive such notice or by
his attorney or attorneys thereunto authorized, either before
or after the meeting or action to which such notice relates.
Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, unless the person at the beginning
of the meeting objects to holding the meeting or transacting
business at the meeting, and with respect to directors does
not vote for or assent to the action taken. In addition, with
respect to shareholders, attendance of a person at a meeting
shall constitute a waiver of objection to consideration of a
particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless
the person objects to considering the matter when it is
presented. All waivers of notice shall be filed with the
minutes of the meeting.
Section 3. EXECUTION OF CHECKS, NOTES, ETC. All checks
and drafts on the Company's bank accounts and all bills of
exchange, promissory notes, acceptances, obligations and
other instruments for the payment of money shall be signed by
the President or any Vice President and by the Treasurer or
any Assistant Treasurer, or shall be signed by such other
officer or officers, person or persons, as shall be thereunto
authorized by the Board of Directors or the Executive
Committee, or shall be signed by such officer or officers,
person or persons, as shall be thereunto authorized in the
indenture relating to a security issued by the Company
provided that when specifically authorized by the Board of
Directors, the signature of any corporate officer or other
person and the corporate seal upon instruments described
above may be facsimile, engraved or printed.
Section 4. CORPORATE SEAL. The corporate seal of the
Company shall be in such form as required by law and as the
Board of Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile,
engraved or printed.
Section 5. DIRECTORS EMERITUS AND ADVISORY DIRECTORS.
Any individual who shall have served as a Director of this
Company may by action of either the shareholders or the Board
of Directors be declared to be a Director Emeritus for the
remainder of his natural life as recognition of the past
services rendered to the Company. A Director Emeritus, as
such, shall not have the right to vote at meetings of the
Board of Directors. A Director Emeritus shall receive from
the Company such remuneration as shall be fixed by the Board
of Directors.
Any individual who shall have served as a Director of
this Company may by action of either the shareholders or the
Board of Directors be declared to be an Advisory Director who
shall serve for a term not exceeding one (1) year from the
date of his election. An Advisory Director, as such, shall
not have the right to vote at meetings of the Board of
Directors. An Advisory Director shall receive from the
Company such remuneration as shall be fixed by the Board of
Directors.
Section 6. INSPECTION OF BYLAWS. A copy of the Bylaws,
with all amendments thereto, shall at all times be kept in a
convenient place at the main office of the Company, and shall
be open for inspection to all shareholders during normal
business hours.
Section 7. INTERESTED DIRECTORS AND OFFICERS: QUORUM.
No contract or transaction between the Company and one or
more of its directors or officers, or between the Company and
any other company, partnership, association, or other
organization in which one or more of its directors or
officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely
because his or their votes are counted for such purposes, if:
(l) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or known to
the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors; provided, however, that the contract
or transaction may not be authorized, approved, or ratified
by a single director; or (2) the material facts as to his
relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by a vote of the
shareholders; or (3) the contract or transaction is fair to
the Company. If a majority of the disinterested directors
vote to authorize, approve, or ratify the contract or
transaction, a quorum shall be deemed present for purpose of
taking action under this Section 7. If the contract or the
transaction is approved by shareholders, the shares owned by
or voted under the control of an interested director or an
interested company, partnership, association, or other
organization in which one or more of the Company's directors
or officers are directors or officers, or have a financial
interest, shall not be counted in the vote of shareholders.
The vote of such shares, however, shall be counted in
determining whether the transaction or contract is approved
under the Amended and Restated Articles of Incorporation or
the Arkansas Business Corporation Act of 1981. A majority of
the shares that are entitled to be counted in a vote on the
transaction or contract under this Section 7 constitutes a
quorum for the purpose of taking action under this Section 7.
Section 8. FORM OF RECORDS. Any records maintained by
the Company in the regular course of its business, including
a stock ledger, books of account, and minute books, may be
kept on, or by in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information
storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time.
The Company shall so convert any records so kept upon the
request of any person entitled to inspect the same.
Section 9. AMENDMENT OF BYLAWS. Except as otherwise
provided by law and the Articles of Incorporation, these
Bylaws may be amended, changed or altered by either the
shareholders or Board of Directors at a duly convened
meeting, the notice of which includes notice of the proposed
amendment, change or alteration.