As Amended and Restated
Effective January 14, 2000
BYLAWS
OF
TOTAL SYSTEM SERVICES, INC.
ARTICLE I. OFFICES
Section 1. Principal Office. The principal office for the transaction of the
business of the corporation shall be located in Muscogee County, Georgia, at
such place within said County as may be fixed from time to time by the Board of
Directors.
Section 2. Other Offices. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the corporation is qualified to do business, whether within or without the State
of Georgia.
ARTICLE II. SHAREHOLDERS' MEETINGS
--------------------------------------
Section 1. Meetings, Where Held. Any meeting of the shareholders of the
corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the corporation or at any place in the United States
within or without the State of Georgia.
Section 2. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such time and place as is determined by the Board of Directors of the
corporation each year. Provided, however, that if the Board of Directors shall
fail to set a date for the annual meeting of shareholders in any year, that the
annual meeting of the shareholders of the corporation shall be held on the
second Monday in April of each year; provided, that if said day shall fall upon
a legal holiday, then such annual meeting shall be held on the next day
thereafter ensuing which is not a legal holiday. In addition to any other
applicable requirements, for business to properly come before the meeting,
notice of any nominations of persons for election to the Board of Directors or
of any other business to be brought before an annual meeting of shareholders by
a shareholder must be provided in writing to the Secretary of the corporation
not later than the close of business on the 45th day nor earlier than the close
of business on the
1
90th day prior to the date of the proxy statement released to shareholders
in connection with the previous year's annual meeting and such business must
constitute a proper subject to be brought before such meeting. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the Proxy Statement in connection with such
annual meeting as a nominee and to serving as a director if elected), and
evidence reasonably satisfactory to the corporation that such nominee has no
interests that would limit such nominee's ability to fulfill his or her duties
of office; (b) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such shareholder,
as they appear on the corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the corporation that are owned beneficially
and held of record by such shareholder and such beneficial owner.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedures set
forth in this Section 2. The Chairman of the Board of Directors shall, if the
facts warrant, determine and declare to the meeting that business has not been
properly brought before the meeting in accordance with the provisions of this
Section 2, and if the Chairman should so determine, the Chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted."
Section 3. Special Meetings. A special meeting of the shareholders of the
corporation, for any purpose or purposes whatsoever, may be called at any time
by the Chairman of the Board, any Vice Chairman of the Board, if elected, the
President, any Vice President, a majority of the Board of Directors, or one or
more shareholders of the corporation holding at least 80% of the issued and
outstanding shares of common stock of the corporation. Such a call for a special
meeting must state the purpose of the meeting. This section, as it relates to
the call of a special meeting of the shareholders of the corporation by one or
more shareholders holding at least 80% of the issued and outstanding shares of
common stock of the corporation shall not be altered, deleted or rescinded
except upon the affirmative vote of the shareholders of the corporation holding
at least 80% of the issued and outstanding shares of common stock of the
corporation.
Section 4. Notice of Meetings. Unless waived, notice of each annual meeting
and of each special meeting of the shareholders of the corporation shall be
given to each shareholder of record entitled to vote, not less than ten (10)
days nor more than seventy (70) days prior to said meeting. Such notice shall
specify the place, day and hour of the meeting; and in the case of a special
meeting, it shall also specify the purpose or purposes for which the meeting is
called.
2
Section 5. Waiver of Notice. Notice of any annual or special meeting of the
shareholders of the corporation may be waived by any shareholder, either before
or after the meeting; and the attendance of a shareholder at a meeting, either
in person or by proxy, shall of itself constitute waiver of notice and waiver of
any and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except when a shareholder attends solely
for the purpose of stating, at the beginning of the meeting, an objection or
objections to the transaction of business at such meeting.
Section 6. Quorum, Voting and Proxy. Shareholders representing a majority
of the issued and outstanding shares of common stock of the corporation shall
constitute a quorum at a shareholders' meeting. Each shareholder shall be
entitled to one vote for each share of common stock owned. Any shareholder may
be represented and vote at any shareholders' meeting by proxy filed with the
Secretary of the corporation on or before the date of such meeting; provided,
however, that no proxy shall be valid for more than 11 months after the date
thereof unless otherwise specified in such proxy.
Section 7. No Meeting Necessary When. Any action required by law or
permitted to be taken at any shareholders' meeting may be taken without a
meeting if, and only if, written consent, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the corporation.
ARTICLE III. DIRECTORS
-----------------------
Section 1. Number. The Board of Directors of the corporation shall consist
of not less than 8 nor more than 60 Directors. The number of Directors may vary
between said minimum and maximum, and within said limits, the shareholders
holding at least 80% of the issued and outstanding shares of common stock of the
corporation may, from time to time, by resolution fix the number of Directors to
comprise said Board. This section, as it relates to from time to time, fixing
the number of Directors of the corporation by the shareholders of the
corporation holding at least 80% of the issued and outstanding shares of common
stock of the corporation, shall not be altered, deleted or rescinded except upon
the affirmative vote of the shareholders of the corporation holding at least 80%
of the issued and outstanding shares of common stock of the corporation.
Section 2. Election and Tenure. The Board of Directors of the corporation
shall be divided into three classes serving staggered 3-year terms, with each
class to be as nearly equal in number as possible. At the first annual meeting
of the shareholders of the corporation, all members of the Board of Directors
shall be elected with the terms of office of Directors comprising the first
class to expire at the first annual meeting of the shareholders of the
corporation after their election, the terms of office of Directors comprising
the second class to expire at the second annual meeting of the shareholders of
the corporation after their election and the terms of office of Directors
3
comprising the third class to expire at the third annual meeting of the
shareholders of the corporation after their election, and as their terms of
office expires, the Directors of each class will be elected to hold office until
the third succeeding annual meeting of the shareholders of the corporation after
their election. In such elections, the nominees receiving a plurality of votes
shall be elected. This section, as it relates to the division of the Board of
Directors into three classes serving staggered 3-year terms, shall not be
altered, deleted or rescinded except upon the affirmative vote of the
shareholders of the corporation holding at least 80% of the issued and
outstanding shares of common stock of the corporation.
Section 3. Powers. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges and franchises of the
corporation as they may deem expedient for the interests of the corporation,
subject to the terms of the Articles of Incorporation, bylaws, and such policies
and directions as may be prescribed from time to time by the shareholders of the
corporation.
Section 4. Meetings. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the shareholders
of the corporation, on the same date and at the same place as said annual
meeting of the shareholders. The Board by resolution may provide for regular
meetings, which may be held without notice as and when scheduled in such
resolution. Special meetings of the Board may be called at any time by the
Chairman of the Board, any Vice Chairman of the Board, if elected, the President
or by any two or more Directors.
Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the
Board of Directors shall be given to each Director personally or by mail,
telegram or cablegram addressed to him at his last known address, at least one
day prior to the meeting. Such notice may be waived, either before or after the
meeting; and the attendance of a Director at any special meeting shall of itself
constitute a waiver of notice of such meeting and of any and all objections to
the place or time of the meeting, or to the manner in which it has been called
or convened, except where a Director states, at the beginning of the meeting,
any such objection or objections to the transaction of business. A majority of
the Board of Directors shall constitute a quorum at any Directors' meeting.
Section 6. No Meeting Necessary, When. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
affect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the corporation.
Section 7. Voting. At all meetings of the Board of Directors each Director
shall have one vote and, except as otherwise provided herein or provided by law,
all questions shall be determined by a majority vote of the Directors present.
4
Section 8. Removal. Any one or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the shareholders of the corporation holding at least 80% of the issued
and outstanding shares of common stock of the corporation at any shareholders'
meeting with respect to which notice of such purpose has been given. This
section, as it relates to the removal of Directors of the corporation by the
shareholders of the corporation holding at least 80% of the issued and
outstanding shares of common stock of the corporation, shall not be altered,
deleted or rescinded except upon the affirmative vote of the shareholders of the
corporation holding at least 80% of the issued and outstanding shares of common
stock of the corporation.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
caused by an increase in the number of Directors may be filled by the
shareholders of the corporation for a full classified 3-year term, or such
vacancy may be filled by the Board of Directors until the next annual meeting of
the shareholders. Any vacancy occurring in the Board of Directors caused by the
removal of a Director shall be filled by the shareholders, or if authorized by
the shareholders, by the Board of Directors, for the unexpired term of the
Director so removed. Any vacancy occurring in the Board of Directors caused by a
reason other than an increase in the number of Directors or removal of a
Director may be filled by the Board of Directors, or the shareholders, for the
unexpired term of the Director whose position is vacated. Vacancies in the Board
of Directors filled by the Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors, though less than a quorum, or the
sole remaining Director, as the case may be.
Section 10. Dividends. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the corporation, as they may deem expedient.
Section 11. Committees. In the discretion of the Board of Directors, said
Board from time to time may elect or appoint, from its own members, one or more
committees as said Board may see fit to establish. Each such committee shall
consist of three or more Directors, and each shall possess such powers and be
charged with such responsibilities, subject to the limitations imposed by
applicable law, as the Board by resolution may from time to time prescribe.
Section 12. Officers, Salaries and Bonds. The Board of Directors shall elect
all officers of the corporation and fix their compensation. The fact that any
officer is a Director shall not preclude him from receiving a salary or from
voting upon the resolution providing the same. The Board of Directors may or may
not, in their discretion, require bonds from either or all of the officers and
employees of the corporation for the faithful performance of their duties and
good conduct while in office.
5
Section 13. Compensation of Directors. Directors, as such shall be entitled
to receive compensation for their service as Directors and such fees and
expenses, if any, for attendance at each regular or special meeting of the Board
and any adjournments thereof, as may be fixed from time to time by resolution of
the Board, and such fees and expenses shall be payable even though an
adjournment be had because of the absence of a quorum; provided, however, that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefore. Members of either standing or special committees may be allowed such
compensation as may be provided from time to time by resolution of the Board for
serving upon and attending meetings of such committees.
Section 14. Emeritus Directors. When a member of the Board of Directors of
the corporation, as the case may be: (a) attains seventy (70) years of age or,
(b) prior to his attainment of seventy (70) years of age, retires from his
principal occupation, under the retirement policy and criteria established from
time to time by the Board of Directors of the corporation (except for a member
of the Board of Directors of the corporation: (1) who is, upon the attainment of
age seventy (70), then serving as an executive officer, including Chairman of
the Board or Chairman of the Executive Committee of the corporation or its
parent or grandparent corporation; or (2) who was sixty (60) years of age on
June 14, 1973), such director shall automatically, at his option, either (i)
retire from the Board of Directors of the corporation, as the case may be; or
(ii) be appointed as a member of the Emeritus Board of Directors of the
corporation. A member of the Board of Directors of the corporation: (1) who is,
upon the attainment of age seventy (70), then serving as an executive officer,
including Chairman of the Board or Chairman of the Executive Committee, of the
corporation or its parent or grandparent corporation; or (2) who was sixty (60)
years of age on June 14, 1973, may, at his option, either: (a) continue his
service as a member of the Board of Directors of the corporation, as the case
may be; or (b) be appointed as a member of the Emeritus Board of Directors of
the corporation. Members of the Emeritus Board of Directors of the corporation
shall be appointed annually by the Chairman of the Board of Directors of the
corporation at the Annual Meeting of the Board of Directors of the corporation,
or from time to time thereafter. Each member of the Emeritus Board of Directors
of the corporation, except in the case of his earlier death, resignation,
retirement, disqualification or removal, shall serve until the next succeeding
Annual Meeting of the Board of Directors of the corporation. Any individual
appointed as a member of the Emeritus Board of Directors of the corporation may,
but shall not be required to, attend meetings of the Board of Directors of the
corporation and may participate in any discussions thereat, but such individual
may not vote at any meeting of the Board of Directors of the corporation or be
counted in determining a quorum at any meeting of the Board of Directors of the
corporation, as provided in Section 5 of Article III of the bylaws of the
corporation. It shall be the duty of the members of the Emeritus Board of
Directors of the corporation to serve as goodwill ambassadors of the
corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the corporation. Each member of the Emeritus Board of Directors of
the corporation shall be paid such compensation as may
6
be set from time to time by the Chairman of the Board of Directors of the
corporation and shall remain eligible to participate in any Director Stock
Purchase Plan maintained by, or participated in, from time to time by the
corporation according to the terms and conditions thereof. Notwithstanding the
foregoing, if a member of the Board of Directors of the corporation is initially
elected to the Board of Directors within six years of his attainment of seventy
(70) years of age, such member may, subject to his continuing election to the
Board of Directors of the corporation, serve as a director of the corporation
for a period ending the later of (i) six years from the date of his initial
election to the Board of Directors of the corporation; or (ii) the expiration of
the term of office of such director to which he was last elected during such six
year period, at which time such director shall automatically, at his option,
either (i) retire from the Board of Directors of the corporation; or (ii) be
appointed as a member of the Emeritus Board of Directors of the corporation."
Section 15. Advisory Directors. The Board of Directors of the corporation
may at its annual meeting, or from time to time thereafter, appoint any
individual to serve as a member of an Advisory Board of Directors of the
corporation. Any individual appointed to serve as a member of an Advisory Board
of Directors of the corporation shall be entitled to attend all meetings of the
Board of Directors and may participate in any discussion thereat, but such
individual may not vote at any meeting of the Board of Directors or be counted
in determining a quorum for such meeting. It shall be the duty of members of the
Advisory Board of Directors of the corporation to advise and provide general
policy advice to the Board of Directors of the corporation at such times and
places and in such groups and committees as may be determined from time to time
by the Board of Directors, but such individuals shall not have any
responsibility or be subject to any liability imposed upon a director or in any
manner otherwise deemed a director. The same compensation paid to directors for
their services as directors shall be paid to members of an Advisory Board of
Directors of the corporation for their services as advisory directors. Each
member of the Advisory Board of Directors except in the case of his earlier
death, resignation, retirement, disqualification or removal, shall serve until
the next succeeding annual meeting of the Board of Directors and thereafter
until his successor shall have been appointed.
ARTICLE IV. OFFICERS
---------------------
Section 1. Selection. The Board of Directors at each annual meeting shall
elect or appoint a Chairman of the Board, a President, a Secretary and a
Treasurer, each to serve for the ensuing year and until his successor is elected
and qualified, or until his earlier resignation, removal from office, or death.
The Board of Directors, at such meeting, may or may not, in the discretion of
the Board, elect one or more Vice Chairmen of the Board, one or more Chairmen of
the Board-Emeritus, one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as the Board of Directors, in its discretion, shall
determine are desirable for the management of the business and affairs of the
corporation. When more than one Vice President is elected, they may, in the
discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two or more offices, except that the President shall not also
serve as the Secretary.
7
Section 2. Removal, Vacancies. Any officers of the corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the corporation may be filled by
the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board of Directors,
shall, whenever present, preside at all meetings of the Board of Directors and
at all meetings of the shareholders. The Chairman of the Board of Directors
shall confer with the President on matters of general policy affecting the
business of the corporation and shall have, in his discretion, power and
authority to generally supervise all the affairs of the corporation and the acts
and conduct of all the officers of the corporation, and shall have such other
duties as may be conferred upon him. Any Vice Chairman of the Board, if elected,
shall perform the duties of the Chairman of the Board during the absence or
disability of the Chairman of the Board and shall have such other duties as may
be conferred upon him by the Board of Directors or the Chairman of the Board.
Section 4. President. In the absence of the Chairman of the Board and if
there be no Vice Chairman of the Board elected, or in his absence, the President
shall preside at all meetings of the Board of Directors and at all meetings of
the shareholders. The immediate supervision of the affairs of the corporation
shall be vested in the President. It shall be his duty to attend constantly to
the business of the corporation and maintain strict supervision over all of its
affairs and interests. He shall keep the Board of Directors fully advised of the
affairs and condition of the corporation, and shall manage and operate the
business of the corporation pursuant to such policies as may be prescribed from
time to time by the Board of Directors. The President shall, subject to approval
of the Board, hire and fix the compensation of all employees and agents of the
corporation, other than officers, and any person thus hired shall be removable
at his pleasure.
Section 5. Vice President. Any Vice President of the corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of, or assigned to, them by the Board of Directors, the Chairman of the Board,
the Vice Chairman of the Board, if elected, or the President.
Section 6. Secretary. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the shareholders and Board of
Directors; to keep the stock records of the corporation; to notify the
shareholders and Directors of meetings as provided by these bylaws; and to
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, any Vice Chairman of the Board, if elected, or the
President. Any Assistant Secretary, if elected, shall perform the duties of the
Secretary during the absence or disability of the Secretary and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, any Vice Chairman of the Board, if elected, the President or the
Secretary.
8
Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the
financial books and records of the corporation, and shall faithfully account for
its funds. He shall make such reports as may be necessary to keep the Board of
Directors, the Chairman of the Board, any Vice Chairman of the Board, if
elected, and the President fully informed at all times as to the financial
condition of the corporation, and shall perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, any Vice
Chairman of the Board, if elected, or the President. Any Assistant Treasurer, if
elected, shall perform the duties of the Treasurer during the absence or
disability of the Treasurer, and shall perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, any Vice
Chairman of the Board, if elected, the President or the Treasurer.
ARTICLE V. CONTRACTS, ETC.
--------------------------
Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages,
pledges, promissory notes, transfers and other written instruments binding upon
the corporation shall be executed on behalf of the corporation by the Chairman
of the Board, any Vice Chairman of the Board, if elected, the President, any
Executive Vice President, any Vice Presidents who report directly to such
Executive Vice Presidents, or by such other officers or agents as the Board of
Directors may designate from time to time. Any such instrument required to be
given under the seal of the corporation may be attested by the Secretary or
Assistant Secretary of the corporation.
Section 2. Proxies. The Chairman of the Board, any Vice Chairman of the
Board, if elected, the President, any Vice President, the Secretary or the
Treasurer of the corporation shall have full power and authority, on behalf of
the corporation, to attend and to act and to vote at any meetings of the
shareholders, bond holders or other security holders of any corporation, trust
or association in which the corporation may hold securities, and at and in
connection with any such meeting shall possess and may exercise any and all of
the rights and powers incident to the ownership of such securities and which as
owner thereof the corporation might have possessed and exercised if present,
including the power to execute proxies and written waivers and consents in
relation thereto. In the case of conflicting representation at any such meeting,
the corporation shall be represented by its highest ranking officer, in the
order first above stated. Notwithstanding the foregoing, the Board of Directors
may, by resolution, from time to time, confer like powers upon any other person
or persons.
ARTICLE VI. CHECKS AND DRAFTS
------------------------------
Checks and drafts of the corporation shall be signed by such officer or officers
or such other employees or persons as the Board of Directors may from time to
time designate.
9
ARTICLE VII. STOCK
-------------------
Section 1. Certificates of Stock. The certificates for shares of capital
stock of the corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the corporation as they are issued. Each certificate shall state
on its face the fact that the corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one class of shares shall be outstanding, all share certificates of whatever
class shall state that the corporation will furnish to any shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences and limitations of the shares of each class authorized to be
issued by the corporation.
Section 2. Signature; Transfer Agent; Registrar. Share certificates shall be
signed by the President or any Vice President and by the Secretary or an
Assistant Secretary of the corporation, and shall bear the seal of the
corporation or a facsimile thereof. The Board of Directors may from time to time
appoint transfer agents and registrars for the shares of capital stock of the
corporation or any class thereof, and when any share certificate is
countersigned by a transfer agent or registered by a registrar, the signature of
any officer of the corporation appearing thereon may be a facsimile signature.
In case any officer who signed, or whose facsimile signature was placed upon,
any such certificate shall have died or ceased to be such officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
he continued to be such officer on the date of issue.
Section 3. Stock Book. The corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the corporation, a book, to be known as the stock book of
the corporation, containing in alphabetical order name of each shareholder of
record, together with his address, the number of shares of each kind, class or
series of stock held by him and his social security number. The stock book shall
be maintained in current condition. The stock book, including the share
register, or the duplicate copy thereof maintained at the principal office of
the corporation, shall be available for inspection and copying by any
shareholder at any meeting of the shareholders upon request, or, for a bona fide
purpose which is in the best interest of the business of the corporation, at
other times upon the written request of any shareholder or holder of a voting
trust certificate. The stock book may be inspected and copied either by a
shareholder or a holder of a voting trust certificate in person, or by their
duly authorized attorney or agent. The information contained in the stock book
and share register may be stored on punch cards, magnetic tape, or any other
approved information storage devices related to electronic data processing
equipment, provided that any such method, device, or system employed shall first
be approved by the Board of Directors, and provided further that the same is
capable of reproducing all informations contained therein, in legible and
understandable form, for inspection by shareholders or for any other proper
corporate purpose.
10
Section 4. Transfer of Stock; Registration of Transfer. The stock of the
corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the corporation. Upon surrender to the
corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate and record the transactions
upon the stock book of the corporation.
Section 5. Registered Shareholders. Except as otherwise required by law,
the corporation shall be entitled to treat the person registered on its stock
book as the owner of the shares of the capital stock of the corporation as the
person exclusively entitled to receive notification, dividends or other
distributions, to vote and to otherwise exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.
Section 6. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than seventy (70) nor less than ten (10) days before the date of any such
meeting nor more than seventy (70) days prior to any other action. In each case,
except as otherwise provided by law, only such persons as shall be shareholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meeting and any adjournment thereof, to express such consent or dissent, or
to receive payment of such dividend or such allotment of rights, or otherwise be
recognized as shareholders for any other related propose, notwithstanding any
registration of a transfer of shares on the stock book of the corporation after
any such record date so fixed.
Section 7. Lost Certificates. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed or wrongfully taken, and
if the corporation, transfer agent or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions,
to-wit: (a) He shall file with the Secretary of the corporation, and the
transfer agent or the registrar, his request for the issuance of a new
certificate, with an affidavit setting for the time, place and circumstances of
the loss; (b) He shall also file with the Secretary, and the transfer agent or
the registrar, a bond with good and sufficient security acceptable to the
corporation and the transfer agent or the registrar, or other agreement of
indemnity acceptable to the corporation and the transfer agent or the registrar,
conditioned to indemnify and save harmless the corporation and the
11
transfer agent or the registrar from any and all damage, liability and expense
of every nature whatsoever resulting from the corporation's or the transfer
agent's or the registrar's issuing a new certificate in place of the one alleged
to have been lost; and (c) He shall comply with such other reasonable
requirements as the Board of Directors, the Chairman of the Board, any Vice
Chairman of the Board, if elected, or the President of the corporation, and the
transfer agent or the registrar shall deem appropriate under the circumstances.
Section 8. Replacement of Mutilated Certificates. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with the conditions set forth in Section 7 of this
Article VII.
ARTICLE VIII. INDEMNIFICATION AND REIMBURSEMENT
-----------------------------------------------
Subject to any express limitations imposed by applicable law, every person
now or hereafter serving as a director, officer, employee or agent of the
corporation and all former directors and officers, employees or agents shall be
indemnified and held harmless by the corporation from and against the obligation
to pay a judgement, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by him
or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal, administrative,
investigative, formal or informal, in which he or she is, or is threatened to be
made, a named defendant or respondent: (a) because he or she is or was a
director, officer, employee, or agent of the corporation; (b) because he or she
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise; or (c) because he or
she is or was serving as an employee of the corporation who was employed to
render professional services as a lawyer or an accountant to the corporation;
regardless of whether such person is acting in such a capacity at the time such
obligation shall have been imposed or incurred, if (i) such person acted in a
manner he or she believed in good faith to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, if
such person had no reasonable cause to believe his or her conduct was unlawful
or (ii), with respect to an employee benefit plan, such person believed in good
faith that his or her conduct was in the interests of the participants in and
beneficiaries of the plan.
Reasonable expenses incurred in any proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding if authorized
by the Board of Directors in the specific case, or if authorized in accordance
with procedures adopted by the Board of Directors, upon receipt of a written
undertaking executed personally by or on
12
behalf of the director, officer, employee, or agent to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the corporation, and a written affirmation of his or her good faith belief
that he or she has met the standard of conduct required for indemnification.
The foregoing rights of indemnification and advancement of expenses shall
not be deemed exclusive of any other right to which those indemnified may be
entitled, and the corporation may provide additional indemnity and rights to its
directors, officers, employees or agents to the extent they are consistent with
law.
The provisions of this Article VIII shall cover proceedings whether now
pending or hereafter commenced and shall be retroactive to cover acts or
omissions or alleged acts or omissions which heretofore have taken place. In the
event of death of any person having a right of indemnification or advancement of
expenses under the provisions of this Article VIII, such right shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives. If any part of this Article VIII should be found to be invalid
or ineffective in any proceeding, the validity and effect of the remaining
provisions shall not be affected.
ARTICLE IX.
MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS
--------------------------------------------------------
The affirmative vote of the shareholders of the corporation holding at least 80%
of the issued and outstanding shares of common stock of the corporation shall be
required to approve any merger or consolidation of the corporation with or into
any corporation, and the sale, lease, exchange or other disposition of all, or
substantially all, of the assets of the corporation to or with any other
corporation, person or entity, with respect to which the approval of the
corporation's shareholders is required by the provisions of the corporate laws
of the State of Georgia. This Article shall not be altered, deleted or rescinded
except upon the affirmative vote of the shareholders holding at least 80% of the
issued and outstanding shares of common stock of the corporation.
ARTICLE X.
CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS
----------------------------------------------------
Section 1. Factors to Consider. The Board of Directors of the corporation
may, if it deems it advisable, oppose a tender or other offer for the
corporation's securities, whether the offer is in cash or in the securities of a
corporation or otherwise. When considering whether to oppose an offer, the Board
of Directors may, but is not legally obligated to, consider any pertinent
issues; by way of illustration, but not of limitation, the Board of Directors
may, but shall not be legally obligated to, consider all or any of the
following:
(i) whether the offer price is acceptable based on the historical and
present operating results or financial condition of the
corporation;
13
(ii) whether a more favorable price could be obtained for the
corporation's securities in the future;
(iii)the impact which an acquisition of the corporation would have on
the employees and customers of the corporation and its
subsidiaries and the communities which they serve;
(iv) the reputation and business practices of the offeror and its
management and affiliates as they would affect the employees and
customers of the corporation and its subsidiaries and the future
value of the corporation's stock;
(v) the value of the securities, if any, that the offeror is offering
in exchange for the corporation's securities, based on an
analysis of the worth of the corporation as compared to the
offeror or any other entity whose securities are being offered;
and
(vi) any antitrust or other legal or regulatory issues that are raised
by the offer.
Section 2. Appropriate Actions. If the Board of Directors determines that
an offer should be rejected, it may take any lawful action to accomplish its
purpose including, but not limited to, any or all of the following: (i) advising
shareholders not to accept the offer; (ii) litigation against the offeror; (iii)
filing complaints with governmental and regulatory authorities; (iv) acquiring
the corporation's securities; (v) selling or otherwise issuing authorized but
unissued securities of the corporation or treasury stock or granting options or
rights with respect thereto; (vi) acquiring a company to create an antitrust or
other regulatory problem for the offeror; and (vii) soliciting a more favorable
offer from another individual or entity.
ARTICLE XI. AMENDMENT
----------------------
Except as otherwise specifically provided herein, the bylaws of the corporation
may be altered, amended or added to by a majority of the issued and outstanding
shares of common stock of the corporation present and voting therefor at a
shareholders' meeting or, subject to such limitations as the shareholders may
from time to time prescribe, by a majority vote of all the Directors then
holding office at any meeting of the Board of Directors.
14