Exhibit (3) (ii) REVISED BY-LAWS
OF
ROLLINS, INC.
March 2, 2004
OFFICES
FIRST: The registered office of the corporation shall be located at 2170
Piedmont Road, N.E.. in the City of Atlanta, Georgia, and the registered agent
in charge of said office shall be Corporation Service Company. CORPORATE SEAL
SECOND: The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Incorporated
Delaware."
MEETINGS OF STOCKHOLDERS
THIRD: The annual meeting of stockholders for the election of directors
shall be held on the fourth Tuesday of April at such office of the corporation
as may be designated by the Board of Directors and included in the notice of
such meeting, in each year, or if that day be a legal holiday, on the next
succeeding day not a legal holiday, at which meeting they shall elect by ballot,
by plurality vote, a board of directors and may transact such other business as
may come before the meeting.
Special meetings of the stockholders may be called at any time by the
chairman and shall be called by the chairman or secretary on the request in
writing or by vote of a majority of the directors or at the request in writing
of stockholders of record owning a majority in amount of the capital stock
outstanding and entitled to vote.
All such meetings of the stockholders shall be held at such place or
places, within or without the State of Delaware, as may from time to time be
fixed by the board of directors or as shall be specified and fixed by the
respective notices or waivers of notice thereof.
Each stockholder entitled to vote shall, at every meeting of the
stockholders, be entitled to one vote in person or by proxy, signed by him, for
each share of voting stock held by him, but no proxy shall be voted on after the
meeting of stockholders for which such proxy was solicited and which has been
adjourned sine die. Such right to vote shall be subject to the right of the
board of directors to close the transfer books or to fix a record date for
voting stockholders as hereinafter provided and if the directors shall not have
exercised such right, no share of stock shall be voted on at any election for
directors which shall have been transferred on the books of the corporation
within twenty days next preceding such election.
Notice of all meetings shall be mailed by the secretary to each stockholder
of record entitled to vote, at his or her last known post office address, not
less than ten days before any annual or special meeting.
The holders of a majority of the stock outstanding and entitled to vote
shall constitute a quorum, but the holders of a smaller amount may adjourn from
time to time without further notice until a quorum is secured.
DIRECTORS
FOURTH: The property and business of this Corporation shall be managed by a
Board of up to nine Directors. The Directors shall be divided into three classes
of approximately equal size except that the classes may be unequal as a result
of the death, resignation, removal or other vacancy of a member of a class
unless a class were to have no members remaining, in which case such class
vacancy will be filled as soon as practicable. Subject to the foregoing
sentence, there shall be no limitation on the number of Directors that may be
designated to a particular class. At each Annual Meeting of Stockholders, the
successors to the class of Directors whose term expires at that time shall be
elected to hold office for the term of three years to succeed those whose term
expires, so that the term of office of one class of Directors shall expire in
each year. Each Director shall hold office for
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the remainder of the term for which he is elected or appointed or until his
successor shall be elected and qualified, or until his death of until he shall
resign.
POWERS OF DIRECTORS
FIFTH: The board of directors shall have, in addition to such powers as are
hereinafter expressly conferred on it, all such powers as may be exercised by
the corporation, subject to the provisions of the statute, the certificate of
incorporation and the by-laws.
The board of directors shall have power:
To purchase or otherwise acquire property, rights or privileges for the
corporation, which the corporation has power to take, at such prices and on such
terms as the board of directors may deem proper.
To pay for such property, rights or privileges in whole or in part with
money, stock, bonds, debentures or other securities of the corporation, or by
the delivery of other property to the corporation.
To create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by
mortgages or otherwise, and to do every other act and thing necessary to
effectuate the same.
To appoint agents, clerks, assistants, factors, employees and trustees, and
to dismiss them at its discretion, to fix their duties and emoluments and to
change them from time to time and to require security as it may deem proper. Any
employee appointed by the board may be given such designation or title as the
board shall determine; however, any such designation or title given any such
employee shall not be deemed to constitute such employee a corporate officer
under Article EIGHTH of these by-laws.
To confer on any officer of the corporation the power of selecting,
discharging or suspending
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such employees.
To determine by whom and in what manner the corporation's bills, notes,
receipts, acceptances, endorsements, checks, releases, contracts or other
documents shall be signed.
MEETING OF DIRECTORS
SIXTH: After such annual election of directors, the newly elected directors
may meet for the purpose of organization, the election of officers and the
transaction of other business, at such place and time as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the directors be
present at such place and time as shall be fixed by the stockholders at the
annual meeting, and, if a majority of the directors be present at such place and
time, no prior notice of such meeting shall be required to be given to the
directors. The place and time of such meeting may also be fixed by written
consent of the directors.
Regular meetings of the directors shall be held annually following the
stockholders meeting on the fourth Tuesday of April and quarterly on the fourth
Tuesdays of July, October and January of each year at the executive office of
the corporation in Atlanta, Georgia, or elsewhere and at other times as may be
fixed by resolution of the board.
Special meetings of the directors may be called by the chairman on two
days' notice in writing or on one day's notice by telegraph to each director and
shall be called by the chairman in like manner on the written request of two
directors.
Special meetings of the directors may be held within or without the State
of Delaware at such places as is indicated in the notice or waiver of notice
thereof
A majority of the directors shall constitute a quorum, but a smaller number
may adjourn from time to time, without further notice, until a quorum is
secured.
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COMPENSATION OF DIRECTORS
AND MEMBERS OF COMMITTEES
SEVENTH: Directors and members of standing committees shall receive such
compensation for attendance at each regular or special meeting as the board
shall from time to time prescribe.
OFFICERS OF THE CORPORATION
EIGHTH: The officers of the corporation shall be a chairman, a president, a
secretary, a treasurer and such other officers as may from time to time be
chosen by the board of directors. The chairman and the president shall be chosen
from among the directors.
One person may hold more than one office.
The officers of the corporation shall hold office until their successors
are chosen and qualify in their stead. Any officer chosen or appointed by the
board of directors may be removed either with or without cause at any time by
the affirmative vote of a majority of the whole board of directors. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the affirmative vote of a majority of the whole board of
directors.
DUTIES OF THE CHAIRMAN
NINTH: It shall be the duty of the chairman to preside at all meetings of
stockholders and directors; to have general and active management of the
business of the corporation; and to see that all orders and resolutions of the
board of directors are carried into effect. The chairman shall be vested with
all the powers and be required to perform all the duties of the president in his
absence or disability.
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DUTIES OF THE PRESIDENT
TENTH: The president shall be the chief executive officer of the
corporation. It shall be the duty of the president to execute, unless otherwise
delegated, all contracts, agreements, deeds, bonds, mortgages and other
obligations and instruments, in the name of the corporation, and to affix the
corporate seal thereto when authorized by the board.
He shall have the general supervision and direction of the other officers
of the corporation and shall see that their duties are properly performed.
The president shall be vested with all the powers and be required to
perform all the duties of the chairman in his absence or disability.
CHAIRMAN PRO TEM
ELEVENTH: In the absence or disability of the chairman and the president,
the board may appoint from their own number a chairman.
SECRETARY
TWELFTH: The secretary shall attend all meetings of the board of directors,
and all other meetings as directed by the board of directors. He shall act as
clerk thereof and shall record all of the proceedings of such meetings in a book
kept for that purpose. He shall give proper notice of meetings of stockholders
and directors and shall perform such other duties as shall be assigned to him by
the president or the chairman of the board of directors.
TREASURER
THIRTEENTH: The treasurer shall have custody of the funds and securities of
the
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corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
He shall keep an account of stock registered and transferred in such manner
and subject to such regulations as the board of directors may prescribe.
He shall give the corporation a bond, if required by the board of
directors, in such sum and in form and with security satisfactory to the board
of directors for the faithful performance of the duties of his office and the
restoration to the corporation, in case of his death, resignation or removal
from office, of all books, papers. vouchers, money and other property of
whatever kind in his possession, belonging to the corporation. He shall perform
such other duties as the board of directors may from time to time prescribe or
require.
DUTIES OF OFFICERS MAY BE DELEGATED
FOURTEENTH: In case of the absence or disability of any officer of the
corporation or for any other reason deemed sufficient by a majority of the
board, the board of directors may delegate his powers or duties to any other
officer or to any director for the time being.
CERTIFICATES OF STOCK
FIFTEENTH: Certificates of stock shall be signed by the chairman or the
president and either the treasurer, assistant treasurer, secretary or assistant
secretary. If a certificate of stock be lost or destroyed, another may be issued
in its stead upon proof of such loss or destruction and the giving of a
satisfactory bond of indemnity, in an amount sufficient to indemnify the
corporation against any claim. A new certificate may be issued without requiring
bond when, in the judgment of the directors, it is proper to do so. Certificates
may be signed by facsimile signature if so
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ordered by the board of directors.
TRANSFER OF STOCK
SIXTEENTH: All transfers of stock of the corporation shall be made upon its
books by the holder of the shares in person or by his lawfully constituted
representative, upon surrender of certificates of stock for cancellation.
The corporation shall have authority to appoint transfer agents and
registrars by resolution of the board of directors.
CLOSING OF TRANSFER BOOKS
SEVENTEENTH: The board of directors shall have power to close the stock
transfer books of the corporation for a period not exceeding sixty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or for a period of
not exceeding sixty days in connection with obtaining the consent of
stockholders for any purpose; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the by-laws may fix or authorize the board of
directors to fix in advance a date not exceeding sixty days preceding the date
of any meeting of stockholders or the date for the payment of any dividend, or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any
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transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.
STOCKHOLDERS OF RECORD
EIGHTEENTH: The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether or not it shall have express
or other notice thereof, save as expressly provided by the laws of Delaware.
FISCAL YEAR
NINETEENTH: The fiscal year of the corporation shall begin on the first day
of January in each year.
DIVIDENDS
TWENTIETH: Dividends upon the capital stock may be declared by the board of
directors at any regular or special meeting and may be paid in cash or in
property or in shares of the capital stock. Before paying any dividend or making
any distribution of profits, the directors may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may alter or abolish any such reserve or reserves.
CHECKS FOR MONEY
TWENTY-FIRST: All checks, drafts or orders for the payment of money shall
be signed by the treasurer or by such other officer or officers as the board of
directors may from time to time designate. No check shall be signed in blank.
The board of directors also from time to time
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may authorize specified employees to sign checks on the corporation's accounts.
BOOKS AND RECORDS
TWENTY-SECOND: The books, accounts and records of the corporation except as
otherwise required by the laws of the State of Delaware, may be kept within or
without the State of Delaware, at such place or places as may from time to time
be designated by the by-laws or by resolution of the directors.
NOTICES
TWENTY-THIRD: Notice required to be given under the provisions of these
by-laws to any director, officer or stockholder shall not be construed to mean
personal notice, but may be given in writing by depositing the same in a post
office or letter-box, in a postpaid sealed wrapper, addressed to such
stockholder, officer or director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed. Any stockholder, officer or director may waive, in
writing, any notice, required to be given under these by-laws whether before or
after the time stated therein
AMENDMENTS OF BY-LAWS
TWENTY-FOURTH: These by-laws may be amended, altered, repealed, or added to
at any regular meeting of the stockholders or board of directors or at any
special meeting called for that purpose, by affirmative vote of a majority of
the stock issued and outstanding and entitled to vote or of a majority of the
directors in office, as the case may be.
INDEMNIFICATION OF DIRECTORS.
OFFICERS AND EMPLOYEES
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TWENTY-FIFTH: Indemnification. The Corporation shall indemnify, in the
manner and to the fullest extent now or hereafter permitted by the General
Corporation Law of the State of Delaware, any person ( or the estate of any
person) who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer or General Counsel of the Corporation, or is or was serving at
the request of the Corporation as a director, officer or General Counsel of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided herein shall be made if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been determined to be liable for gross negligence
or willful misconduct in the performance of his duty to the Corporation. Such
determination may be made by a majority of a committee composed of the directors
not involved in the matter in controversy (whether or not a quorum). To the full
extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses may be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other employee for any such expenses
to the full extent provided by the law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to act
in another capacity while holding such office. The Corporation may, to the full
extent permitted by law, purchase and maintain insurance on behalf of any such
person against any liability which may be asserted against him.
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NON-DISCRIMATION STATEMENT
TWENTY-SIXTH: Consistent with the Corporation's equal employment
opportunity policy, nominations for the elections of directors shall be made by
the Board of Directors and voted upon by the stockholders in a manner consistent
with these By-Laws and without regard to the nominee's race, color, ethnicity,
religion, sex, age, national origin, veteran status, or disability.
NOTICE OF NOMINATION OF DIRECTORS
TWENTY-SEVENTH: Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 27th and on
the record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 27th.. Shareholders will not be entitled to nominate any candidate for
director at any annual or special meeting unless the shareholder shall have
first provided notice in writing, delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation so that it is
received (a) not less than ninety nor more than one hundred thirty days prior to
the anniversary of the prior year's annual meeting of stockholders with respect
to an annual meeting; provided, however, that in the event the annual meeting is
scheduled to be held on a date more than 30 days prior to or delayed by more
than 60 days after such anniversary date, notice by the stockholder in order to
be timely must be so received not later than the later of the close of business
90 days prior to such annual meeting or the tenth day
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following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made and
(b) in the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs (and in no event shall the public announcement of an adjournment of
the meeting commence a new time period for a giving of a stockholder's notice
under this Section).
Each such notice shall set forth (a) with respect to the nominee, (i) the
name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee for the past five years, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated there under; (b) as
to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and
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regulations promulgated there under; and (c) whether such stockholder or
beneficial owner has delivered or intends to deliver a proxy statement and form
of proxy to holders of a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees. Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a shareholder failed to provide notice of a
nomination in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
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