As Amended and Restated
Effective December 22, 1998
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
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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
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, written 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, either personally or by first class mail
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(postage prepaid) addressed to such shareholder at his last known address,
not less than ten (10) days nor more than seventy (70) days prior to said
meeting. Such written 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 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
written 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.
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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 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.
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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.
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.
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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.
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
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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 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.
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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.
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,
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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.
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.
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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.
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
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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.
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.
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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 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.
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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 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
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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;
(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;
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(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.
files\bylaws.tss
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