Exhibit 3.2
As Amended and Restated
Effective November 22, 2002
BYLAWS
OF
TOTAL SYSTEM SERVICES, INC.
ARTICLE I. OFFICES
Section 1. Principal Office. The principal office for the transaction of the
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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
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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
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Section 1. Meetings, Where Held. Any meeting of the shareholders of the
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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
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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
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corporation not later than the close of business on the 45th day nor earlier
than the close of business on the 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
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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.
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Section 4. Notice of Meetings. Unless waived, notice of each annual meeting and
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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.
Section 5. Waiver of Notice. Notice of any annual or special meeting of the
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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
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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
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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
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Section 1. Number. The Board of Directors of the corporation shall consist of
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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
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the issued and outstanding shares of common stock of the corporation.
Section 2. Election and Tenure. The Board of Directors of the corporation shall
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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 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
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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
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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
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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
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Directors shall constitute a quorum at any Directors' meeting.
Section 6. No Meeting Necessary, When. Any action required by law or permitted
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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
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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.
Section 8. Removal. Any one or more Directors or the entire Board of Directors
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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
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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
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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.
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Section 11. Committees. In the discretion of the Board of Directors, said Board
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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
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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.
Section 13. Compensation of Directors. Directors, as such shall be entitled to
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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
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corporation, as the case may be: (a) attains seventy (70) years of age (except
for a member of the Board of Directors of the corporation who, upon the
attainment of age seventy (70), is 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 (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, 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. Notwithstanding the previous sentence, once a member of the
Board of Directors of the corporation has (a) attained sixty-two (62) years of
age and (b) served five (5) consecutive years as a member of the Board of
Directors of the corporation, he may request an immediate appointment to the
Emeritus Board of Directors of the corporation, and the Board of Directors of
the corporation, in its discretion, may grant such request. 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
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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 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
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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,
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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
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Section 1. Selection. The Board of Directors at each annual meeting shall elect
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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.
Section 2. Removal, Vacancies. Any officers of the corporation may be removed
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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,
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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
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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
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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
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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
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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.
Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the
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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.
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Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages, pledges,
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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
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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,
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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.
ARTICLE VII. STOCK
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Section 1. Certificates of Stock. Shares of capital stock of the corporation
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shall be issued in certificate or book-entry form. Certificates 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
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signed by the President or any Vice President and by the Secretary or an
Assistant Secretary of the
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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
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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.
Section 4. Transfer of Stock; Registration of Transfer. The stock of the
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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
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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
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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
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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 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
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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
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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 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
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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,
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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;
(ii) whether a more favorable price could be obtained for the
corporation's securities in the future;
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(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
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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.
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