Exhibit 3-K
BY-LAWS
OF
SOUTH CAROLINA ELECTRIC & GAS COMPANY
AS AMENDED AND ADOPTED
June 18, 1996
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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
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employee, is in any way interested in such transaction or contract,
provided that the material 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. The Chief
Executive 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 officer or 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
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at any meeting of the Board of Directors 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 of removal shall be delegated
by the Chief Executive Officer of the Corporation or the officer
exercising the powers of the Chief Executive Officers 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.
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.
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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.
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.
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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.
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.
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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.
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.
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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.
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
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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.
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.
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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.
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.
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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.
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
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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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