BY-LAWS
OF
SOUTH CAROLINA ELECTRIC & GAS COMPANY
AS AMENDED AND ADOPTED
December 15, 1993
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ARTICLE I
OFFICES
Section 1. The principal office of the Corporation,
which shall also be designated as its registered office, shall be
located in the City of Columbia, County of Richland, State of
South Carolina.
Section 2. The Corporation may also have offices and
places of business at such other places, within or without the
State of South Carolina, as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "South Carolina". If authorized by the Board of
Directors, the corporate seal may be affixed to any certificates
of stock, bonds, debentures, notes or other engraved,
lithographed or printed instruments, by engraving, lithographing
or printing thereon such seal or a facsimile thereof, and such
seal or facsimile thereof so engraved, lithographed or printed
thereon shall have the same force and effect, for all purposes,
as if such corporate seal had been affixed thereto by
indentation.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Written or printed notices for annual or
special meetings of stockholders shall state the place, day and
hour of such meetings and, in case of special meetings, the
purpose or purposes for which the meetings are called.
Section 2. Annual meetings of stockholders for the
election of Directors and for the transaction of any other
business permitted by law to be transacted at the annual meeting
of stockholders, and all special meetings of stockholders, for
that or any other purpose, shall be held at such time and place
as shall be stated in a notice thereof, or in a duly executed
waiver of notice, or may be held by written consent in lieu of
meeting as permitted by law. At the annual meeting, the
stockholders shall elect a Board of Directors and transact such
other business as may properly be brought before the meeting.
All meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or if there be none, or in his
absence, by the Vice Chairman, or if there be none, or in his
absence, by the President or a Vice President.
Section 3. Except as otherwise provided by law, by the
Articles of Incorporation as the same may be amended from time to
time, or by these By-Laws as they may be amended from time to
time, the holders of a majority of the shares of stock of the
Corporation issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum at any meeting of the stockholders for the transaction of
business.
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If, however, such quorum shall not be present or represented
at such meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall
have the power, by a majority vote of those present, to adjourn
the meeting from time to time without notice (unless otherwise
provided in Section 8 of this Article III) other than by
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which
may have been transacted at the meeting as originally noticed
provided notice of such adjourned meeting, when required by
Section 8 of this Article III, shall have been given or waived.
Section 4. At each meeting of the stockholders each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by written or printed instrument
executed by such stockholder or by his duly authorized attorney
or by telegram or cablegram appearing to have been transmitted by
such stockholder but, except as otherwise provided by statute, no
proxy shall be valid after expiration of eleven months from the
date of its execution. Every proxy shall be dated as of its
execution and no proxy shall be undated or postdated. Every
holder of record of stock having voting power shall be entitled
to one vote for every share of stock standing in his name on the
books of the Corporation. The vote for directors and, upon the
demand of any stockholder or his duly authorized proxy, the vote
upon any question before the meeting shall be by ballot. All
elections shall be decided by a plurality of the votes cast by
the holders of the shares entitled to vote at the meeting of
stockholders and except as otherwise provided by statute or by
the Articles of Incorporation all other questions by a majority
of the votes cast by holders of shares entitled to vote on such
question at such meeting.
Section 5. The Secretary or the agent of the Corporation
having charge of its stock transfer books shall, in advance of
each meeting of stockholders, prepare a complete list of the
stockholders entitled to vote at such meeting of stockholders or
adjournment thereof, which list shall be arranged in alphabetical
order with the address of and the number of shares held by each
stockholder. Unless the record of stockholders kept by the
Secretary or agent of the Corporation having charge of its stock
transfer books readily shows, in alphabetical order or by
alphabetical index, the information required to appear on such a
list of stockholders, such list of stockholders shall, for a
period commencing upon the date when notice of such meeting is
given, and in no event less than 10 days prior to the date of
such meeting, be kept on file at the registered office of the
Corporation or at its principal place of business or at the
office of its transfer agent or registrar, and shall be subject
to inspection by any stockholder at any time during usual
business hours. In any event, such list shall be produced and
kept open at the time and place of such meeting and shall be
subject to the inspection of any stockholder during the whole
time of such meeting.
Section 6. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may
be called by the Chairman of the Board, by the Vice Chairman of
the Board or by the President, and shall be called by the
President or Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of holders
of ten per cent or more of the shares of stock of the Corporation
issued and outstanding and entitled to vote at the proposed
meeting. Such request shall state the purpose or purposes of the
proposed meeting.
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Section 7. Business transacted at all special meetings
shall be confined to the objects stated in the call; provided,
however, that if all the stockholders of the Corporation entitled
to vote shall be present in person or by proxy, any business
pertaining to the affairs of the Corporation may be transacted.
Section 8. Notice of annual meetings of stockholders and
notice of any special meeting of stockholders for the election of
directors or for any other purpose, unless otherwise provided by
statute, shall be delivered personally or mailed, not less than
ten nor more than fifty days before the meeting, to each person
who appears on the books of the Corporation as a stockholder
entitled to vote at said meeting. In the event of the
adjournment of any meeting of stockholders, for whatever reason,
for 30 days or more, notice of the adjourned meeting shall be
delivered personally or mailed not less than ten nor more than
fifty days before the date for such adjourned meeting to each
person whose name appears on the books of the Corporation as a
stockholder entitled to vote at said adjourned meeting. Any such
notice may be either written or printed, or partly written and
partly printed, and if mailed it shall be directed to the
stockholder at his address as it appears on the books of the
Corporation. Such notice shall briefly state the business which
it is proposed to present or to submit to such meeting.
ARTICLE IV
DIRECTORS
Section 1. The property and business of the Corporation
shall be managed by its Board of Directors. The number of
directors shall be not more than twenty (20). The directors
shall be elected at the annual meeting of the stockholders or at
a special meeting called for that purpose. Each director shall
be elected to serve until the next annual meeting of stockholders
and thereafter until his successor shall be elected and shall
qualify. Any director may be removed with or without cause, by a
vote of the holders of a majority of the shares then entitled to
vote at an election of directors, provided, however, such removal
shall be subject to the following:
(1) Whenever the shares of a class of stock are
entitled to elect one or more directors, any director so
elected may be removed only by the vote of the holders of
the outstanding shares of that class voting separately as a
class, and
(2) No director who has been elected by cumulative
voting may be removed if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted
at an election of the entire Board of Directors.
Section 2. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board may
exercise all such power of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders. A director or officer of
this Corporation shall not be disqualified by his office from
dealing or contracting with the Corporation either as a vendor,
purchaser or otherwise, nor shall any transaction or contract of
this Corporation be void or voidable solely by reason of the fact
that any director or officer or any firm of which any director or
officer is a member or employee, or any corporation of which any
director or officer is a shareholder, director, officer or
employee, is in any way interested in such transaction or
contract, provided that the material
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facts as to such interest and as to such transaction or contract
are disclosed or known to the Board of Directors or the Executive
Committee and noted in their respective minutes, or to the
stockholders entitled to vote with respect thereto, as the case
may be, and that such transaction or contract is or shall be
authorized, ratified or approved either (1) by the vote of a
majority of a quorum of the Board of Directors or of the
Executive Committee, or (2) by a majority of the votes cast by
holders of shares of stock entitled to vote with respect thereto,
without counting (except for quorum purposes) the vote of or
shares held or controlled and voted by, as the case may be, any
director so interested or member or employee of a firm so
interested or a shareholder, director, officer or employee of a
corporation so interested; nor shall any director or officer be
liable to account to the Corporation for any profits realized by
and from or through any such transaction, or contract of this
Corporation authorized, ratified or approved as aforesaid by
reason of the fact that he or any firm of which he is a member or
employee, or any corporation of which he is a shareholder,
director, officer or employee was interested in such transaction
or contract.
ARTICLE V
MEETINGS OF THE BOARD
Section 1. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without
the State of South Carolina. If so authorized by law, members of
the Board of Directors may participate in a meeting of the Board
by means of telephone conference call or similar communications
by which all persons participating in the meeting may hear each
other at the same time.
Section 2. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time
be designated by the Board.
Section 3. Special meetings of the Board may be called
by the Chairman of the Board, or the Vice Chairman of the Board,
if any, or the President or any two directors and may be held at
the time and place designated in the call and notice of the
meeting. The Secretary or other officer performing his duties
shall give notice either personally or by mail or telegram not
less than twenty-four hours before the meeting. Meetings may be
held at any time and place without notice if all the directors
are present or if those not present sign waivers of notice either
before or after the meeting.
Section 4. At all meetings of the Board a majority of
the total number of directors then in office shall be necessary
and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by
these By-Laws.
Section 5. Any regular or special meeting of the Board
may be adjourned to any other time at the same or any other place
by a majority of the directors present at the meeting, whether or
not a quorum shall be present at such meeting, and no notice of
the adjourned meeting shall be required other than announcement
at the meeting.
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Section 6. Whenever, by any provision of law, the vote
of directors at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and
vote of directors may be dispensed with, if all the directors
shall consent in writing to such corporate action being taken.
Such consents shall be filed with the minutes of meetings of the
Board of Directors.
Section 7. Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board
of Directors, a fixed fee and expenses of attendance, if any, may
be allowed for attendance at each regular or special meeting of
the Board (or of any committee of the Board), provided that
nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 8. Directors who are salaried officers or
employees of the Corporation or of any affiliated Company and who
are members of the Executive Committee shall receive no
compensation for their services as such members in addition to
such compensation as may be paid to them as officers or
directors, but shall be reimbursed for their reasonable expenses,
if any, in attending meetings of the Executive Committee, or
otherwise performing their duties as members of the Executive
Committee.
ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. The Board of Directors may, by vote of a
majority of the full Board, designate three or more of their
number to constitute an Executive Committee, to hold office for
one year and until their respective successors shall be
designated. Such Executive Committee shall advise with and aid
the officers of the Corporation in all matters concerning its
interests and the management of its business, and shall, between
sessions of the Board, except as otherwise provided by law, have
all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers
which may require it. The taking of any action by the Executive
Committee shall be conclusive evidence that the Board of
Directors was not at the time of such action in session.
The Board of Directors may, by vote of a majority of the
full Board, appoint from among their number, one or more
additional committees, consisting of three or more directors,
which shall have such powers and duties as may be fixed by the
resolution of the Board of Directors appointing such Committee.
Section 2. The Executive Committee shall cause to be
kept regular minutes of its proceedings, which may be transcribed
in the regular minute book of the Corporation, and all such
proceedings shall be reported to the Board of Directors at its
next succeeding meeting, and shall be subject to revision or
alteration by the Board, provided that no rights of third persons
shall be affected by such revision or alteration. A majority of
the Executive Committee shall constitute a quorum at any meeting.
The Executive Committee may take action without a meeting on the
written approval of such action by all the members of the
Committee. The Board of Directors may by vote of a majority of
the full Board fill any vacancies in the Executive Committee.
The Executive Committee may, from time to time, subject to the
approval of the Board of Directors, prescribe rules and
regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the
exercise of its powers.
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Section 3. Other committees appointed by the Board shall
cause to be kept regular minutes of their proceedings and in
general the provisions as to procedure for such committees shall
be that set forth above with respect to the Executive Committee.
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be
elected by the Board of Directors. They shall include a
President, one or more Vice Presidents, a Secretary, a Treasurer
and a Controller and may include a Chairman of the Board and a
Vice Chairman of the Board. In the event there shall be a
Chairman of the Board and a Vice Chairman of the Board, the Board
of Directors shall designate which of the Chairman of the Board,
the Vice Chairman of the Board or the President shall be the
Chief Executive Officer of the Corporation. If there shall be no
Chairman of the Board or Vice Chairman of the Board, the
President shall be the Chief Executive Officer of the
Corporation. Any two or more of such offices, except those of
Treasurer and Controller, may be occupied by the same person;
provided, however, the same person may not act in more than one
capacity where action by two or more officers is required.
Section 2. The Board of Directors, at its first meeting
after the election of directors by the stockholders, shall elect
from among its members, if it deems proper, a Chairman of the
Board and a Vice Chairman of the Board. It shall also elect a
President and one or more Vice Presidents, a Secretary, a
Treasurer and a Controller, none of whom need be members of the
Board.
The Board of Directors, at any meeting, may elect such
additional Vice Presidents, and such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, as it shall deem necessary, none of whom need be
members of the Board.
Section 3. The Board of Directors, at any meeting, may
elect or appoint such other officers and agents as it shall deem
necessary. The tenure and duties of such officers and agents
shall be fixed by the Board of Directors or, in the absence of
any action by the Board of Directors so fixing such tenure and
duties, the tenure and duties shall be fixed by the Chief
Executive Officer of the Corporation, or by such officers or
department heads to whom he shall delegate such authority.
Section 4. The salaries and compensation of the officers
of the Corporation and of agents of the Corporation appointed by
the Board shall be fixed by the Board of Directors. The salaries
and compensation of all other employees of the Corporation shall,
in the absence of any action by the Board of Directors, be fixed
by the Chief Executive Officer of the Corporation. No officer
receiving compensation from any affiliated company shall at the
same time be compensated by the Corporation.
Section 5. The officers of the Corporation elected
pursuant to Section 2 of this Article VII shall hold office until
the first meeting of the Board of Directors after the next
succeeding annual meeting of stockholders and until their
successors are elected and qualify in their stead. Any officer
may be removed at any time, with or without cause, by the
affirmative vote of a majority of the total number of directors
then in office. Any other employee of the Corporation may be
removed at any time, with or without cause, either (a) by vote of
a majority of the directors present at any meeting of
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the Board at which a quorum is present, or (b) by vote of a
majority of the members of the Executive Committee, or (c) by the
Chief Executive Officer of the Corporation or by any officer who
shall be exercising the powers of the Chief Executive Officer of
the Corporation, or by any superior of such employee to whom such
power or removal shall be delegated by the Chief Executive
Officer of the Corporation or the officer exercising the powers
of the Chief Executive Officer of the Corporation.
ARTICLE VIII
CHIEF EXECUTIVE OFFICER
Section 1. The Chief Executive Officer of the
Corporation shall supervise, direct and control the conduct of
the business of the Corporation subject, however, to the general
policies determined by the Board of Directors and the Executive
Committee, if there be one.
He shall be a member of the Executive Committee and all
committees appointed by the Board of Directors, except the Audit
Committee, shall have the general powers and duties usually
vested in the chief executive officer of a corporation, and shall
have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.
He shall, whenever it may in his opinion be necessary,
prescribe the duties of officers and employees of the Corporation
whose duties are not otherwise defined.
He shall have power to remove at any time, with or without
cause, any employee of the Corporation other than officers and
agents elected or appointed by the Board of Directors. He may,
in accordance with Section 5 of Article VII of these By-Laws,
delegate such power of removal.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board, if there be one,
shall preside at all meetings of the Board of Directors and of
the stockholders, except when by statute the election of a
presiding officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers
and duties granted and delegated to the Chief Executive Officer
by Section 1 of Article VIII of these By-Laws. In such event he
may sign in the name of and on behalf of the Corporation any and
all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the
Corporation and, if authorized by the Board of Directors or the
Executive Committee, may sign in the name of and on behalf of the
Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties as
may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
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ARTICLE X
THE VICE CHAIRMAN OF THE BOARD
The Vice Chairman of the Board, if there be one, shall
perform necessary duties of the Chairman in case of the absence
or temporary incapacity of the Chairman. He shall have such
other powers and perform such other duties as may be prescribed
from time to time by law, by the By-Laws or by the Board of
Directors.
ARTICLE XI
THE PRESIDENT
Section 1. The President shall, in the absence of the
Chairman and Vice Chairman of the Board, or if there shall be no
Chairman or Vice Chairman of the Board, preside at all meetings
of the Board of Directors and of the stockholders, except when by
statute the election of a presiding officer shall be required.
He shall, if designated Chief Executive Officer of the
Corporation pursuant to Section 1 of Article VII of these By-
Laws, have all the powers and duties granted and delegated to the
Chief Executive Officer by Section 1 of Article VIII of these By-
Laws.
In the event there shall be a Chairman of the Board or a
Vice Chairman of the Board who shall have been designated as
Chief Executive Officer of the Corporation pursuant to Section 1
of Article VII of these By-Laws, then the President shall have
such powers and duties as may be assigned to him by the Chief
Executive Officer. In addition, he shall be a member of the
Executive Committee, and, in the absence or disability of the
Chairman of the Board or the Vice Chairman of the Board, he shall
have all the powers and duties of the Chairman of the Board or
the Vice Chairman of the Board.
He may sign in the name of and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining
to matters which arise in the ordinary course of business of the
Corporation and, if authorized by the Board of Directors or the
Executive Committee, may sign in the name of and on behalf of the
Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-
Laws or by the Board of Directors.
ARTICLE XII
THE VICE PRESIDENT
Section 1. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as
the Board of Directors may prescribe.
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The Vice President may sign in the name of and on behalf of
the Corporation contracts, agreements, or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation, except in cases where the signing
thereof shall be expressly delegated by the Board of Directors or
the Executive Committee to some other officer or agent of the
Corporation. If authorized by the Board of Directors or the
Executive Committee, he may sign in the name of and on behalf of
the Corporation any other contracts, agreements or instruments of
any nature pertaining to the business of the Corporation. He
shall have such other powers and perform such other duties as may
be prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.
If there be more than one Vice President, the Board of
Directors or the Chief Executive Officer of the Corporation shall
assign to such Vice Presidents their respective duties, and the
Board may designate any of such Vice Presidents as Executive Vice
Presidents and Senior Vice Presidents.
ARTICLE XIII
THE SECRETARY
Section 1. The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for
that purpose; and shall perform like duties for the committees
appointed by the Board of Directors when required. He shall
give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors
or Chief Executive Officer, under whose supervision he shall be.
He shall be sworn to the faithful discharge of his duty. Any
records kept by him shall be the property of the Corporation and
shall be restored to the Corporation in case of his death,
resignation, retirement or removal from office. He or his agent
shall be the custodian of the seal of the Corporation, the stock
ledger, stock certificate book and minute books of the
Corporation, and its committees, and other formal records and
documents relating to the corporate affairs of the Corporation.
Section 2. The Assistant Secretary or Assistant
Secretaries shall assist the Secretary in the performance of his
duties, exercise and perform his powers and duties, in his
absence or disability, and such other powers and duties as may be
conferred or required by the Board.
ARTICLE XIV
THE TREASURER
Section 1. The Treasurer shall have the custody of the
corporate funds and securities 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 or as
may be designated by persons to whom the Board of Directors
delegates such authority.
He shall disburse the funds of the Corporation in such
manner as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the Chief Executive
Officer and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions
as Treasurer and of the financial condition of the Corporation.
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He shall give the Corporation a bond if required by the
Board of Directors in a sum, and with one or more sureties
satisfactory to the Board, for the faithful performance of the
duties of his office, and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the Corporation.
Section 2. The Assistant Treasurer or Assistant
Treasurers shall assist the Treasurer in the performance of his
duties, exercise and perform his powers and duties, in his
absence or disability, and such other powers and duties as may be
conferred or required by the Board.
ARTICLE XV
THE CONTROLLER
Section 1. The Controller of the Corporation shall be
the principal accounting officer of the Corporation. He shall
have full control of all the books of the Corporation and keep a
true and accurate record of all property owned by it, of its
debts and of its revenues and expenses, and shall keep all
accounting records of the Corporation other than the record of
receipts and disbursements and those relating to deposit or
custody of money and securities of the Corporation, which shall
be kept by the Treasurer, and shall also make reports to the
directors and others of or relating to the financial condition of
the Corporation. He shall exhibit at all reasonable times his
books of account and records to any director of the Corporation
upon application during business hours at the office of the
Corporation where such books of accounts and records are kept.
He shall perform all duties generally incident to the office
of Controller and shall have such other powers and duties as,
from time to time, may be prescribed by law, by the By-Laws, or
by the Board of Directors.
Section 2. The Assistant Controller or Assistant
Controllers shall assist the Controller in the performance of his
duties, exercise and perform his powers and duties, in his
absence or disability, and such other powers and duties as may be
conferred or required by the Board of Directors.
ARTICLE XVI
VACANCIES
Section 1. If the office of any director becomes vacant
by reason of death, resignation, retirement, disqualification, or
otherwise, the directors then in office, although less than a
quorum, by a majority vote, may elect a successor or successors,
who shall hold office for the unexpired term in respect of which
such vacancy occurred. Notwithstanding anything contained in the
preceding sentence, if a vacancy occurs with respect to a
director elected by the votes of a particular class of stock such
vacancy shall be filled by the remaining director or directors
elected by that class, or by the stockholders of that class, and
any vacancy created by an increase in the number of directors of
the Corporation shall be filled only by election by the
stockholders entitled to vote with respect thereto at an annual
meeting or a special meeting of stockholders called for that
purpose. If the office of any officer of the Company shall
become vacant for any reason, the Board of Directors, by a
majority vote of those present at any meeting at which a quorum
is present, may elect a successor or successors, who shall hold
office for the unexpired term in respect of which such vacancy
occurred.
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ARTICLE XVII
RESIGNATIONS
Section 1. Any officer or any director of the
Corporation may resign at any time, such resignation to be made
in writing and to take effect from the time of its receipt by the
Corporation, unless some time be fixed in the resignation, and
then from that time. The acceptance of a resignation shall not
be required to make it effective. A vacancy shall be deemed to
exist upon receipt by the Corporation of such written
resignation, and a successor may, then or thereafter, be elected
to take office when such resignation becomes effective.
ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED
Section 1. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem
sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officers to any other
officer or to any director.
ARTICLE XIX
STOCK OF OTHER CORPORATIONS
Section 1. The Board of Directors shall have the right
to authorize any officer or other person on behalf of the
Corporation to attend, act and vote at meetings, of the
stockholders of any corporation in which the Corporation shall
hold stock, and to exercise thereat any and all the rights and
powers incident to the ownership of such stock and to execute
waivers of notice of such meetings and calls therefor; and
authority may be given to exercise the same either on one or more
designated occasions, or generally on all occasions until revoked
by the Board. In the event that the Board shall fail to give
such authority it may be exercised by the Chief Executive Officer
of the Corporation in person or by proxy appointed by him on
behalf of the Corporation.
ARTICLE XX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation
shall be entered in the books of the Corporation as they are
issued. No fractional shares of stock shall be issued.
Certificates of stock shall be signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice
President and by the Secretary, or an Assistant Secretary, and
the seal of the Corporation shall be affixed thereto. Such seal
may be facsimile, engraved or printed. Where any certificate of
stock is signed by a transfer agent or transfer clerk or by a
registrar, the signatures of any such Chairman of the Board, Vice
Chairman of the Board, President, Vice President, Secretary or
Assistant Secretary, upon such stock certificate may be
facsimiles, engraved or printed. In case any such officer who
has signed, or whose facsimile signature has been placed upon,
such certificate of stock, shall have ceased to be such officer
before such certificate of stock is issued, it may be issued by
the Corporation with the same effect as if such officer had not
ceased to be such at the date of its issue.
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ARTICLE XXI
TRANSFERS OF STOCK
Section 1. Transfer of stock shall be made on the books
of the Corporation only by the person named in the certificate or
by attorney, lawfully constituted in writing, and upon surrender
of the certificate therefor.
ARTICLE XXII
FIXING OF RECORD DATE
Section 1. The Board of Directors is hereby authorized
to fix a time, not less than ten (10) days nor more than fifty
(50) days preceding the date of any meeting of stockholders or
the date fixed for the payment of any dividend or the making of
any distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of shares of stock, as a record date for the
determination of the stockholders entitled to notice of and to
vote at such meeting or entitled to receive any such dividend,
distribution, rights or interests, as the case may be; and all
persons who are holders of record of shares of stock at the date
so fixed and no others, shall be entitled to notice of and to
vote at such meeting, and only stockholders of record at such
date shall be entitled to receive any such notice, dividend,
distribution, rights or interests; and the stock transfer books
shall not be closed during any such period.
ARTICLE XXIII
REGISTERED STOCKHOLDERS
Section 1. The Corporation shall be entitled to treat
the holders 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 statutes of the State of South Carolina.
ARTICLE XXIV
LOST CERTIFICATES
Section 1. Whenever any stockholder shall desire a new
certificate of stock to replace an original certificate of stock
which has been lost, destroyed or wrongfully taken, he shall make
application to the Corporation for the issuance of a new
certificate or certificates in replacement of the certificate or
certificates which were lost, destroyed or wrongfully taken, and
shall file with the Corporation a good and sufficient indemnity
bond, together with an affidavit stating that the applicant is
the bona fide owner of such share(s) of stock and specifying the
number(s) of the certificate or certificates which were lost,
destroyed or wrongfully taken, the particular circumstances of
such loss, destruction or wrongful taking (including a statement
that the share(s) represented by such certificate or certificates
has or have not been transferred or otherwise disposed of by such
applicant in any manner.)
Upon completion by a stockholder of the requirements set
forth in the preceding paragraph, the Corporation shall issue a
certificate or certificates in replacement of the certificate or
certificates referred to in such stockholder's application if
such application is received by the Corporation before it has
notice that such certificate or certificates has or have been
acquired by a bona fide purchaser.
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ARTICLE XXV
INSPECTION OF BOOKS
Section 1. The Board of Directors shall have power to
determine whether and to what extent, and at what time and places
and under what conditions and regulations, the accounts and books
of the Corporation (other than the books required by statute to
be open to the inspection of stockholders), or any of them, shall
be open to the inspection of stockholders, and no stockholder
shall have any right to inspect any account or book or document
of the Corporation, except as such right may be conferred by the
statutes of the State of South Carolina or by resolution of the
directors or of the stockholders.
ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
Section 1. All checks or demands for money and notes of
the Corporation shall be signed by such person or persons (who
may but need not be an officer or officers of the Corporation) as
the Board of Directors may from time to time designate or as may
be designated by persons to whom the Board of Directors delegates
such authority. The Board of Directors shall have authority to
make provision, with proper safeguards, for the signatures to
appear on all checks, including, but not by way of limitation,
payroll checks, to be made by facsimile, whether engraved or
printed. Whenever the seal of this Corporation is to be affixed
to any instrument being executed on behalf of this Corporation,
such seal shall be affixed thereto by the Secretary or an
Assistant Secretary and the fact of such affixation shall be
attested to by the person so affixing the seal.
ARTICLE XXVII
RECEIPT FOR SECURITIES
Section 1. All receipts for stocks, bonds or other
securities received by the Corporation shall be signed by the
Treasurer or an Assistant Treasurer, or by such other person or
persons as the Board of Directors or Executive Committee shall
designate.
ARTICLE XXVIII
FISCAL YEAR
Section 1. The fiscal year shall begin the first day of
January in each year.
ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to
fix and determine, and from time to time to vary, the amount to
be reserved as working capital; to determine whether any, or if
any, what part of any, surplus shall be declared and paid as
dividends, to determine the date or dates for the declaration or
payment of dividends and to direct and determine the use and
disposition of any surplus, and before payment of any dividend or
making any distribution of surplus there may be set aside out of
the surplus of the Corporation such sum or sums as the directors
from time to time, in their absolute discretion, think proper as
a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation.
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ARTICLE XXX
NOTICES
Section 1. In addition to the telegraphic notice
permitted by Section 3 of Article V of these By-Laws, whenever
under the provisions of these By-Laws notice is required to be
given to any director, officer or stockholder, it shall not be
construed to require personal notice, but such notice may be
given in writing, by mail, by depositing a copy of the same in a
post office, letter box or mail chute, maintained by the Post
Office Department, in a postpaid sealed wrapper, addressed to
such stockholder, officer or director, at his address as the same
appears on the books of the Corporation.
A stockholder, director or officer may waive any notice
required to be given to him under these By-Laws.
ARTICLE XXXI
INSPECTORS OF ELECTION
Section 1. Prior to every meeting of the stockholders
the Board of Directors may appoint any odd number of inspectors
of election to act as inspectors at such meeting. In the event
that inspectors shall not be so appointed, they shall be
appointed by the person presiding at such meeting and if any
inspector shall refuse to serve, or neglect to attend such
meeting or his office becomes vacant, the person presiding at the
meeting may appoint another inspector in his place. The
inspectors appointed to act at any meeting of the stockholders
shall, before entering upon the discharge of their duties, be
sworn faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of
their ability.
ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
Section 1. The Corporation shall indemnify any and all
of its employees, officers, or directors, or former officers or
directors (including their heirs, executors, and administrators),
or any person who may have served at its request or by its
election, designation, or request as a member, agent, employee,
director or officer of any other corporation or partner, trustee
or otherwise, of any organization against expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding (which shall include
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or
a party, by reason of being or having been agents, employees,
directors or officers of the Corporation, or of such other
organization, except in relation to matters as to which any such
agent, employee, director or officer or former employee, director
or officer or person shall be adjudged in such action, suit or
proceeding to be liable for willful misconduct in the performance
of duty and to such matters, as shall be settled by agreement
predicated on the existence of such liability. Such indemnity
shall be in accordance with a written plan adopted by the Board
of Directors, which plan shall be in accordance with the law of
South Carolina. The indemnification provided hereby shall not be
deemed exclusive of any other right to which anyone seeking
indemnification hereunder may be entitled under any By-Law,
agreement, or otherwise. The Corporation may purchase and
maintain insurance on the behalf of any director, officer, agent,
employee or former employee, director or officer or other person,
against any liability asserted against them and incurred by them.
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ARTICLE XXXIII
AMENDMENTS
Section 1. Any of these By-Laws may be altered, amended
or repealed, and/or one or more new By-Laws may be adopted, at a
meeting of the stockholders, by a vote of the holders of a
majority of all shares of stock entitled to vote to elect
directors who are entitled to vote at such meeting, provided that
written notice of such proposed alteration, amendment, repeal
and/or adoption, as the case may be, shall have been given to all
such stockholders at least ten days before such meeting. Any of
these By-Laws may also be altered, amended or repealed, and/or
one or more new By-Laws may be adopted, by the vote of a majority
of all directors then in office, at a meeting of the Board of
Directors, provided that the notice of such meeting includes
therein notice of such alteration, amendment, repeal and/or
adoption, as the case may be. At a meeting thereof, the
stockholders, by the vote of the holders of a majority or by
written consent of all shares of stock entitled to vote to elect
directors who are entitled to vote at such meeting, may repeal
any alteration or amendment of these By-Laws made by the Board of
Directors and/or reinstate any of these By-Laws repealed by the
Board of Directors, and/or repeal any new By-Law adopted by the
Board of Directors.
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