1
CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
The undersigned natural person or persons, having capacity to contract and
acting as the incorporator or incorporators of a corporation under the Tennessee
General Corporation Act, adopt the following charter for such corporation:
l. The name of the corporation is First Citizens Bancshares, Inc.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation in the State of
Tennessee shall be Court and Mill Streets, Dyersburg, Tennessee,
County of Dyer.
4. The corporation is for profit.
5. The principal purpose for which the corporation is organized is to
engage in banking and non-banking activities of a bank holding company
which is registered with the Board of Governors of the Federal Reserve
System under the Federal Bank Holding Company Act of 1956, as amended.
This corporation may engage in any and all lawful businesses allowed for
such a bank holding company under state and federal law.
6. The maximum number of shares which the corporation shall have the
authority to issue is Seven Hundred Fifty Thousand (750,000) shares
which shall have a par value of Ten Dollars ($10.00).
7. The corporation will not commence business until consideration of an
amount not less than One Thousand Dollars ($1,000.00) has been received
for the issuance of shares.
8. The capital stock of the corporation may be issued for valid corporate
purposes upon authorization by the Board of Directors of the corporation
without prior stockholder approval.
9. The affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding voting stock of the corporation is required
in the event that the Board of Directors of the corporation does not
recommend to the stockholders of the corporation a vote in favor of (1)
a merger or consolidation of the corporation with, or (2) a sale,
exchange or lease of all or substantially all of the assets of the
corporation to, any person or entity. For purposes of this provision,
substantially all of the assets shall mean assets having a fair market
value or book value, whichever is greater, of 25 percent or more of the
total assets as reflected on a balance sheet of the corporation as of a
date no earlier than 45 days prior to any acquisition of such assets.
The affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding voting stock of the corporation is required to
amend or repeal the provisions of this Section 9.
10. The Board of Directors of the corporation shall consist of a maximum of
twenty-two (22) stockholders of the corporation. The affirmative vote of
the holders of not less than eighty percent (80%) of the outstanding
voting stock of the corporation is required to amend or repeal the
provisions of this Section 11.
11. The holders of the shares of the corporation shall have no preemptive
right, as defined in Section 48-713 of the Tennessee General
Corporation Act.
Dated December 13, 1982
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its Charter:
l. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendments adopted are:
a. The corporation hereby adopts the following article as Article 12 of its
Charter:
At all times each holder of common stock of the corporation shall be
entitled to one vote for each share of such stock standing in his name on
the books of the corporation. At all elections of directors of the
corporation, each holder of common stock shall be entitled to as many votes
as shall equal the number of votes which (except for this provision) he
would then be entitled to cast for the election of directors with respect
to his shares multiplied by the number of directors upon whose election he
is then entitled to vote, and he may cast all of such votes for a single
candidate or may distribute them among some or all of the candidates, as he
may see fit.
b. The corporation hereby adopts the following amendment to
Section 10 of its Charter:
The reference to "Section 11" in the last line of Section 10 of the
corporation's Charter is amended to read "Section 10."
3. The amendment was duly adopted by unanimous written
consent of the shareholders on June 14, 1983.
4. The amendment shall be effective upon the filing of
these Articles with the Secretary of State.
Dated June 17, 1983.
FIRST CITIZENS BANCSHARES, INC.
By: (Stallings Lipford)
Stallings Lipford, President
3
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL NUMBER 0123149
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its Charter:
l. The name of the corporation is: FIRST CITIZENS
BANCSHARES, INC.
2. The amendments adopted are:
A. Article 6 is amended to read as follows:
The maximum number of shares which the Corporation shall
have authority to issue is 10,000,000 shares of voting
common stock having $1.00 par value.
B. Article 10 regarding the maximum number of
directors is deleted. The vote of 80% of the
outstanding shares was obtained to delete this
provision.
3. The corporation is a for-profit corporation.
4. There will be no exchange, reclassification, or cancellation of issued
shares as a result of this amendment.
5. The amendment was duly adopted on April 15, 1998, by the shareholders.
6. The amendment is to be effective when these articles are filed by the
Secretary of State.
Dated April 16, 1998.
FIRST CITIZENS BANCSHARES, INC.
By: (Katie Winchester)
Katie Winchester, President
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AMENDMENTS TO ARTICLES OF ASSOCIATION
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL NUMBER 0123149
Pursuant to the provisions of Section 48-303 of the Tennessee
General Corporation Act, the undersigned corporation adopts the
following articles of amendment to its Charter:
1. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendments adopted are:
a. The corporation hereby adopts the following amendment
to Article 6 of its Charter by restating as follows:
Article 6: The maximum number of shares which the
Corporation shall have the authority to issue is
seven-hundred fifty thousand (750,000) shares which shall
have a par value of Ten Dollars ($10.00).
b. The Corporation hereby adopts the following as Article
13 of its Charter:
Article 13: Indemnification of Directors and Officers.
Section 1. Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of
the fact that he or she is or was a director or officer of
the Corporation or is or was serving at the request of the
Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in
an official capacity as a director or officer or in any
other capacity while serving as a director or officer
shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by applicable Federal and
state law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader indemnification rights than such law
permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines ERISA excise
taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators provided,
however, that, except as provided in Section 2 hereof with
respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board
of directors of the Corporation. The right to
indemnification conferred in this Article shall be a
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contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided,
however, that if the applicable Federal and state law
requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be
made only upon the following:
(i)
delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication"), that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise;
(ii) delivery to the Corporation by the indemnitee of a written
affirmation by the indemnitee of his good faith belief that he
has (a) conducted himself in good faith; and (b) he reasonably
believed in the case of his official capacity with the
Corporation, that his conduct was in its best interest; (c)he
reasonably believed in all other cases, that his conduct was at
least not opposed to its best interest; and (d) in the case of
any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful;
(iii) a determination is made on the facts then known to those making
the determination would not preclude indemnification under
Tennessee law.
Section 2. Right of Indemnitee to Bring Suit.
If a claim under Section 1 of this Article is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or
in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to
be paid also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to
an advancement of expenses) it shall be a defense that, and (ii) in any such
suit by the Corporation to recover an advancement of expenses pursuant to the
terms of an under-taking the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met the
application standard of conduct set forth in the Tennessee law. Neither the
failure of the Corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the application standard of
conduct set forth in the Tennessee law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard
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of conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
Section 3. Non-Exclusivity of Rights.
The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Articles
of Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 4. Insurance.
The Corporation may maintain insurance, at its expense, to protect itself
and any director or officer of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability of loss under
Tennessee Business Corporations Law.
Section 5. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Section with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
c. The Corporation hereby adopts the following as Article
14 of its Charter:
Article 14: Elimination of Liability of Directors for Monetary Damages
for Certain Alleged Breaches of Fiduciary Duty
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (I) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) or under TCA 48-18-304.
No provision will eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provisions become
effective.
3. The amendments were duly adopted by a majority vote of the
shareholders on April 18, 1989.
4. The amendment shall be effective upon the filing of these
Articles with the Secretary of State.
Dated May 2, 1989.
FIRST CITIZENS BANCSHARES, INC.
By: (Stallings Lipford)
Stallings Lipford, President
7
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL #0123149
Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigned corporation adopted the following article of
amendment to its Charter:
1. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendment adopted is:
a. The corporation hereby adopts the following amendment to
Article 6 of its Charter by restating as follows:
Article 6: The maximum number of shares which the Corporation shall have
the authority to issue is two million (2,000,000) shares which shall
have a par value of One Dollar ($1.00)
3. The amendment was duly adopted by a majority vote of the
shareholders on April 20, 1994.
4. The amendment shall be effective upon the filing of this Article
with the Secretary of State.
Dated May 25, 1994
First Citizens Bancshares, Inc.
By: (Katie Winchester)
Katie Winchester, President
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BYLAWS OF
FIRST CITIZENS BANCSHARES, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
l. Annual Meeting. The annual meeting of the shareholders of First
Citizens Bancshares, Inc. (the "Corporation") shall be held on the
second Tuesday in April of each year at its principal office unless a
different time or place, either within or without Tennessee, is designated
by the Directors.
2. Special Meetings. Special meetings of the shareholders may be
called by any director and/or the President and Chief Executive Officer;
provided, however, that a special meeting at which a tender offer or
exchange offer, a merger or consolidation of the Corporation with or into
another corporation, or any offer to purchase or otherwise acquire all or
substantially all of the assets of the Corporation are to be considered may
be called only by the President and Chief Executive Officer of the
Corporation. The place of such meetings shall be designated by the
directors.
3. Notice of Shareholder Meetings. Written or printed notice stating
the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and the
person or persons calling the meeting, shall be delivered either personally
or by mail by or at the direction of the President, Secretary, officer, or
person calling the meeting, to each shareholder entitled to vote at the
meeting. If mailed, such notice shall be mailed not less than ten (10) nor
more than sixty (60) days before the date of the meeting, by depositing
such notice in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. If delivered personally, such notice shall be
delivered not less than five (5) nor more than sixty (60) days before the
date of the meeting, and shall be deemed delivered when actually received
by the shareholder. The person giving such notice shall certify that the
notice required by this paragraph has been given.
4. Quorum Requirements. A majority of the shares entitled to vote
shall constitute a quorum for the transaction of business. A meeting may be
adjourned despite the absence of a quorum, and notice of an adjourned
meeting need not be given if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken.
When a quorum is present at any meeting, a majority in interest of the
stock there represented shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of
this Corporation's charter, these bylaws, or by the laws of Tennessee, a
larger or different vote is required, in which case such express provisions
shall govern the decision of such question.
5. Voting and Proxies. Every shareholder entitled to vote at a meeting
may do so either in person or by written proxy, which proxy shall be filed
with the secretary of the meeting before being voted. Such proxy shall
entitle the holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof. No proxy shall be
valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
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ARTICLE II
BOARD OF DIRECTORS
l. Qualification and Election of Directors. Directors must be
shareholders. The terms of the initial Board of Directors elected by the
shareholder(s) shall be set so as to implement staggered terms, i.e. the
terms of one-third (or as near one-third as possible) of the directors shall
be one year, the terms of one-third shall be two years and the terms of
one-third shall be three years. Thereafter, one-third of the directors shall
be elected by a majority of the votes cast at each annual meeting of the
shareholders, or by similar vote at any special meeting called for the
purpose, to serve three year terms. Each director shall hold office until the
expiration of the term for which he is elected, except as stated above, and
thereafter until his successor has been elected and qualified. Any vacancy
occurring in the Board of Directors shall be filled by appointment by the
remaining directors, and any director so appointed shall serve until the next
election, for the remainder of the term of the director being replaced, or
for a full term, at the option of the directors.
2. Number. The maximum number of directors is fixed by the Charter and may
be altered only by amendment thereto, but shall never be less than the number
required by law. The Board of Directors may, by a vote of the majority of the
full Board, between annual meetings of the shareholders, increase the membership
of the Board up to the maximum number set out in the Charter and by like vote
appoint qualified persons to fill the vacancies created thereby.
3. Meetings. The annual meeting of the Board of Directors shall be held
immediately after the adjournment of the annual meeting of the shareholders, at
which time the officers of the Corporation shall be elected. The Board may also
designate more frequent intervals for regular meetings. Special meetings may be
called at any time by any one director or any two officers of the Corporation.
4. Notice of Directors' Meetings. The annual and all regular Board
Meetings may be held without notice. Special meetings shall be held with not
less than one hour notice of such meeting to be given to each director, which
notice shall be given on a best efforts basis by those calling the meeting.
5. Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of adjournment does
not exceed thirty (30) days in any one adjournment. The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board, unless the vote of a greater number is required by the charter,
these bylaws, or by the laws of Tennessee.
6. Appointment of Chairman, Executive and Other Committees. The Chairman
of the Board of Directors of the corporation shall also serve as an officer of
the corporation. The Board of Directors, by a resolution adopted by a majority
of its members, may designate an executive committee, consisting of two or more
directors, and other committees, consisting of two or more persons, who may or
may not be directors, and may delegate to such Chairman, committee or committees
any and all such authority as it deems desirable, including the right to
delegate to an executive committee the power to exercise all the authority of
the Board of Directors in the management of the affairs and property of the
corporation.
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7. Powers. In addition to other powers specifically set out herein
or that apply under Tennessee or other applicable law, the Board of
Directors shall have the power to manage and administer the affairs of
the Corporation and to do and perform all lawful acts with respect to the
affairs of the Corporation except those that may be specifically reserved
to the shareholders under Tennessee or other applicable law.
8. Contracts with Interested Directors. No contract or other
transaction between this Corporation and any other corporation shall be
affected by the fact that any director of this Corporation is interested
in, or is a director or officer of, such other corporation, and any
director, individually or jointly, may be a party to, or may be
interested in, any contract or transaction of this Corporation or in
which this Corporation is interested; and no contract, or other
transaction, of this Corporation with any person, firm, or corporation,
shall be affected by the fact that any director of this Corporation is a
party to, or is interested in, such contract, act, or transaction, or is
in any way connected with such person, firm, or corporation and every
person who may become a director of this Corporation is hereby relieved
from any liability that might otherwise exist from contracting with the
Corporation for the benefit of himself or any firm, association, or
corporation in which he may be in any way interested.
9. Special Considerations by Directors. The directors of this
Corporation shall consider all factors they deem relevant in evaluating
any proposed tender offer or exchange offer for the Corporation's stock,
any proposed merger or consolidation of the Corporation with or into
another Corporation and any proposal to purchase or otherwise acquire all
of the assets of the Corporation. The directors shall evaluate whether
the proposal is in the best interests of the Corporation by considering
the best interests of the shareholders and other factors the directors
determine to be relevant, including the social, legal and economic
effects on employees, customers and the communities served by the
Corporation and its subsidiary or subsidiaries. The directors shall
evaluate the consideration being offered to the shareholders of the
Corporation in a freely negotiated transaction, and the directors'
estimate of the future value of shares of the Corporation as an
independent entity.
ARTICLE III
OFFICERS
l. Number. The Corporation shall have a President, a Chairman of
the Board, a Secretary, and such other officers as the Board of
Directors shall from time to time deem necessary. Any two or more
offices may be held by the same person, except the offices of president
and secretary.
2. Election and Term. The officers shall be elected by the Board
at its annual meeting for terms of one year. Each officer shall serve
until the expiration of the term which he is elected, and thereafter
until his successor has been elected and qualified.
3. Duties. All offices shall have such authority and perform such
duties in the management of the Corporation as are normally incident
to their offices and as the Board of Directors may from time to time
provide.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
l. Resignations. Any officer or director may resign at any time
by giving written notice to the Chairman of the Board of Directors, the
president, or the secretary. Any such resignation shall take effect at
the time specified therein, or, if no time is specified, then upon its
acceptance by the Board of Directors.
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2. Removal of Officers. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby.
3. Removal of Directors. Any or all of the directors may be removed
with cause by a proper vote of the shareholders or with cause by a majority
vote of the entire Board of Directors.
4. Vacancies. Newly created directorships resulting from an increase in the
number of directors, and vacancies occurring in any office or directorship for
any reason, including removal of an officer or director, may be filled by the
vote of a majority of the directors then in office, even if less than a quorum
exists.
ARTICLE V
CAPITAL STOCK
l. Stock Certificates. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the Corporation in such
form as may be prescribed by the Board of Directors. Unless otherwise
decided by the Board of Directors, such certificates shall be signed by two
officers of the Corporation.
2. Transfer of Shares. Any share or shares of stock may be transferred on
the books of the Corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions on transfer imposed by either the
applicable securities laws or any shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer shall be indemnified and held harmless by the
Corporation to the fullest extend authorized by Tennessee law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including attorneys
fees, judgements, fines ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section 2
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hereof with respect to proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board of directors of
the corporation.
The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, that if the Tennessee law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon the following:
(i) delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication"), that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise;
(ii) delivery to the Corporation by the indemnitee of a written
affirmation by the indemnitee of his good faith belief that he has
a) conducted himself in good faith; and (b) he reasonably believed
in the case of his official capacity with the Corporation, that his
conduct was in its best interest; (c) he reasonably believed in all
other cases, that his conduct was at least not opposed to its best
interest; and (d) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful;
(iii) a determination is made on the facts then known to those making the
determination would not preclude indemnification under Tennessee law.
2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of
this Article is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in the case of
a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (I) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any such suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met the application
standard of conduct set forth in the Tennessee law. Neither the failure of
the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the application
standard of conduct set forth in the Tennessee law, nor an actual
determination by the Corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be a
13
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
3. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under
any statute, the Corporation's Articles of Incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.
4. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability of loss
under Tennessee Business Corporations Law.
5. Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification, and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.
ARTICLE VIII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed by vote of
two-thirds (2/3) of the directors at a regular or special meeting of the
Board of Directors. Any change in the bylaws made by the Board of
Directors, however, may be amended or repealed by the shareholders.
CERTIFICATION
I certify that these Bylaws were adopted at the shareholder's meeting
of the Corporation held on the 4th day of January, 1983.
(Judy Long)
Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>5
<DESCRIPTION>ANNUAL VOLUNTARY SCHEDULE FORM
<TEXT>
1
DATA STATED IN THOUSANDS
VOLUNTARY SCHEDULE - CERTAIN FINANCIAL INFORMATION
REGULATION STATEMENT CAPTION 1999 1998 1997
5-02 (1) Cash and Cash Items 17410 29720 13771
5-02 (2) Marketable Securities 99137 109730 71176
5-02 (3)(b)(1) Notes Receivable 325377 307331 229277
5-02 (4) Allowance for Doubtful Accounts 3718 3872 2789
5-02 (15) Total Assets 472670 472153 333288
5-02 (24) Other Liabilities 428990 429071 300162
5-02 (30) Common Stock 3705 3690 751
5-02 (31)(a)(2) Additional Capital Other 15034 14591 10669
5-02 (31)(a)(3)(ii) Retained Earnings-Unappropriated 24941 24801 21705
5-03 (b)(1)(e) Other Revenues 41756 39841 34739
5-03 (b)(2)(e) Cost of Other Revenues 16129 15869 12897
5-03 (b)(8) Interest and Amortization of
Debt Discount 16780 17288 14677
5-03 (b)(10) Income Before Taxes & Other Items 8847 6684 7165
5-03 (b)(11) Income Tax Expense 3048 2210 2435
5-03 (b)(14) Income/Loss from Continuing
Operations 5799 4474 4730
5-03 (b)(17) Cumulative Change in Accounting
5-03 (b)(19) Net Income or Loss 5799 4474 4730