EXHIBIT 3.4(B)
BYLAWS
OF
CARSON PIRIE SCOTT, INC.
(f/k/a Parisian, Inc.)
AN ALABAMA CORPORATION
TABLE OF CONTENTS
PAGE
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ARTICLE I OFFICES.................................................. 5
Section 1.1 Principal Office......................................... 5
Section 1.2 Registered Office and Agent.............................. 5
ARTICLE II SHAREHOLDERS............................................. 5
Section 2.1 Annual Meetings.......................................... 5
Section 2.2 Special Meetings......................................... 5
Section 2.3 Place of Meetings........................................ 5
Section 2.4 Action by Shareholders Without a Meeting................. 6
Section 2.5 Notice of Meetings....................................... 6
Section 2.6 Waiver of Notice......................................... 6
Section 2.7 Record Date.............................................. 7
Section 2.8 Shareholders List for Meeting............................ 7
Section 2.9 Voting Entitlement of Shares............................. 7
Section 2.10 Proxies.................................................. 7
Section 2.11 Quorum; Vote Required Generally.......................... 8
Section 2.12 Voting for Directors; No Cumulative Voting............... 8
ARTICLE III BOARD OF DIRECTORS....................................... 8
Section 3.1 General Powers........................................... 8
Section 3.2 Qualifications of Directors.............................. 8
Section 3.3 Number and Tenure........................................ 8
Section 3.4 Vacancies................................................ 9
Section 3.5 Compensation of Directors................................ 9
Section 3.6 Meetings; Notice of Meetings............................. 9
Section 3.7 Action Without A Meeting................................. 10
Section 3.8 Waiver of Notice......................................... 10
Section 3.9 Quorum and Voting........................................ 11
Section 3.10 Committees............................................... 11
ARTICLE IV OFFICERS................................................. 12
Section 4.1 Positions................................................ 12
Section 4.2 Election and Term of Office.............................. 12
Section 4.3 Vacancies................................................ 12
Section 4.4 Resignation and Removal of Officers...................... 12
Section 4.5 Contract Rights of Officers.............................. 12
Section 4.6 Duties of Officers....................................... 12
Section 4.7 Compensation............................................. 14
ARTICLE V CERTIFICATES REPRESENTING SHARES......................... 14
Section 5.1 Certificates Representing Shares......................... 14
Section 5.2 Legends on Certificates.................................. 14
Section 5.3 Transfer of Shares....................................... 15
Section 5.4 Last, Stolen, Destroyed, or Mutilated Certificates....... 15
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS................................................... 15
Section 6.1 Indemnification.......................................... 15
Section 6.2 Insurance................................................ 15
Section 6.3 Survival of Right........................................ 16
ARTICLE VII -GENERAL................................................. 16
Section 7.1 Fiscal Year.............................................. 16
Section 7.2 Distributions to Shareholders............................ 16
Section 7.3 Checks................................................... 16
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Section 7.4 Corporate Seal........................................... 16
Section 7.5 Voting of Corporation's Securities....................... 16
ARTICLE VIII AMENDMENT OF BYLAWS...................................... 17
Section 8.1 Amendment by Board of Directors or Shareholders.......... 17
Section 8.2 Bylaw Increasing Quorum or Voting Requirement for
Shareholders............................................. 17
Section 8.3 Bylaw Increasing Quorum or Voting Requirement for
Directors................................................ 17
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BYLAWS
OF
PARISIAN, INC.
AN ALABAMA CORPORATION
ARTICLE I OFFICES
Section 1.1 Principal Office. The principal office of the corporation shall
be located in Birmingham, Alabama. The corporation may have such other offices,
within and without the State of Alabama, as the board of directors may determine
or as the business of the corporation may require.
Section 1.2 Registered Office and Agent. The registered office of the
corporation, required by the Alabama Business Corporation Act to be maintained
in the State of Alabama, may but need not be the same as its principal office in
the State of Alabama. The board of directors of the corporation may change the
corporations registered office, and the corporations registered agent thereat,
from tune to time in the manner specified by the Alabama Business Corporation
Act.
ARTICLE II SHAREHOLDERS
Section 2.1 Annual Meetings. The annual meeting of the shareholders of the
corporation, commencing with the year 1997, shall be held on, the third
Wednesday of May in each year if not a legal holiday in the State of Alabama,
and if a legal holiday, then on the next succeeding business day not a legal
holiday, at 10:00 a.m., or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the election of directors
shall not be held on the day designated herein for the annual meeting of the
shareholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as may be conveniently held.
Section 2.2 Special Meetings Special meetings of the shareholders may be
called by, or at the direction of, the board of directors, the president or, to
the extent required by the Alabama Business Corporation Act, the holders of at
least 10 percent of all the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting, in each case such special meeting
to be called in the manner specified by the Alabama Business Corporation Act and
these bylaws.
Section 2.3 Place of Meetings. Annual and special meetings shall be held at
the principal office of the corporation in the State of Alabama, or at such
other place, within or without the State of Alabama, as may be designated by the
board of directors or the person or persons calling the meeting and stated in
the notice of the meeting; provided, that special meetings held upon the call of
shareholders of the corporation shall, unless the board of directors of the
corporation otherwise directs, be held at the corporations principal office.
Section 2.4 Action by Shareholders Without a Meeting. Except as provided in
the articles of incorporation, action required or permitted by the Constitution
of Alabama or the Alabama Business Corporation Act to be taken at a
shareholders' meeting may be taken without a meeting if the action is taken by
all shareholders entitled to vote on the action. The action shall be evidenced
by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.
Section 2.5 Notice of Meetings. (a) The corporation, or, in the case of a
special meeting called by the holders of at least 10 percent of all the votes
entitled to be cast on any issue proposed to be considered at the special
meeting, the holders calling the meeting, shall notify shareholders in writing
of the date, time, and place of each annual and special shareholders meeting no
fewer than 10 nor more than 60 days before the meeting date. Unless the Alabama
Business Corporation Act or the articles of incorporation require otherwise, the
corporation, or other persons calling the meeting, are required to give notice
only to shareholders entitled to vote at the meeting. Notwithstanding the
provisions of this Section 2.5 or any provisions of the Alabama Business
Corporation Act, the stock or bonded indebtedness of the corporation shall not
be increased at a meeting unless notice of such meeting shall have been given as
may be required by section 234 of the Constitution of Alabama as the same may be
amended from time to time.
(a) Notice of an annual meeting need not include a statement of the purpose
or purposes for which the meeting is called.
(b) Notice of a special meeting shall include a statement of the purpose or
purposes for which the meeting is called.
(c) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
or place if the new date, time, or place is announced at the meeting before
adjournment. If a new record date for the adjourned meeting is or must be fixed
in the manner specified under the Alabama Business Corporation Act, however,
notice of the adjourned meeting shall be given to persons who are shareholders
as of the new record date.
Section 2.6 Waiver of Notice. A shareholder may waive any notice required
by the Constitution of Alabama, the Alabama Business Corporation Act, the
articles of incorporation, or these bylaws, including, without limitation, any
required notice of the time, place or purpose of any annual or special meeting
of shareholders of the corporation, before or after the date and time stated in
the notice, in the manner provided for making such waiver in the Alabama
Business Corporation Act. Unless another method is specified by the Alabama
Business Corporation Act, the waiver shall be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting shall constitute a waiver of objections to lack of or
defective notice of a shareholders meeting or to consideration of particular
matters at the meeting to the extent provided in the Alabama Business
Corporation Act.
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Section 2.7 Record Date. The board of directors may fix or provide the
manner of fixing the record date for one or more voting groups in order to
determine the shareholders entitled to notice of a shareholders meeting, to
demand a special meeting, to vote, or to take any other action. A record date
may not be more than 70 days before the meeting or action requiring a
determination of shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders meeting is effective for any adjournment
of the meeting unless the board of directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If not otherwise fixed in the manner specified
under the Alabama Business Corporation Act, the record date for determining
shareholders entitled to notice of and to vote at an annual or special
shareholders meeting is the day before the first notice is deliverer) to
shareholders.
Section 2.8 Shareholders List for Meeting. After a record date is fixed for
a meeting, the corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of a shareholders meeting. The
list shall be arranged by voting group (and within each voting group by class or
series of shares) and show the, address of and number of shares held by each
shareholder. The shareholders list shall be available far inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
corporations principal office or, if the corporations principal office is
located outside the State of Alabama, at its registered office. A shareholder,
his or her agent, or attorney is entitled on written demand to inspect and, for
a proper purpose, to copy the list, during regular business hours and at his or
her expense, during the period it is available for inspection. The corporation
shall make the shareholders list available at the meeting, and any shareholder,
his or her agent, or attorney is entitled to inspect the list at any time during
the meeting or any adjournment Refusal or failure to prepare or make available
the shareholders list shall not affect the validity of action taken at the
meeting. The stock transfer records of the corporation shall be prima facie
evidence as to who are the shareholders entitled to examine the shareholders
list or transfer records or to vote at any meeting of shareholders.
Section 2.9 Voting Entitlement of Shares. (a) Subject to paragraphs (b) and
(c) of this Section 2.9 or unless the articles of incorporation provide
otherwise, each outstanding share, regardless of class, is entitled to one vote
on each matter submitted to a vote at a shareholders' meeting. Only shares are
entitled to vote.
(b) The shares of this corporation are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign, and
this corporation owns, directly or indirectly, a majority of the shares entitled
to vote for directors of the second corporation, unless a court of competent
jurisdiction determines that the voting of such shares is not for the purpose of
perpetuation of management or other improper purpose.
(c) Paragraph (b) of this Section 2.9 does not limit the power of this
corporation to vote any of its own shares held by it in a fiduciary capacity.
Section 2.10 Proxies. A shareholder may vote in person or by proxy and may
appoint, either personally or by the shareholders attorney-in-fact, a proxy to
vote or otherwise act for the
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shareholder in the manner and with the effect, provided therefor in the Alabama
Business Corporation Act.
Section 2.11 Quorum; Vote Required Generally. (a) Shares entitled to vote
as a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the articles
of incorporation or the Alabama Business Corporation Act provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it is, unless established to
the contrary, presumed present for quorum purposes for the remainder of the
meeting.
(b) If a quorum is present when a vote is taken, action on a matter (other
than the election of directors for which provision is made in Section 2.13
hereof) by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
Constitution of Alabama as the same may be amended from time to time, the
articles of incorporation, or the Alabama Business Corporation Act require a
greater number of affirmative votes. An amendment of the articles of
incorporation adding, changing, or deleting a quorum or voting requirement for a
voting group greater than specified must meet the same quorum requirement and be
adopted by the same vote and voting groups required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.
Section 2.12 Voting for Directors; No Cumulative Voting. Unless otherwise
provided in the articles of incorporation, directors shall be elected by a
majority of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present when the vote is taken. Shareholders do not
have a right to cumulate their votes for directors.
ARTICLE III BOARD OF DIRECTORS
Section 3.1 General Powers. All corporate powers shall be exercised by or
under authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors, subject to any
limitation set forth in the articles of incorporation or a shareholder agreement
authorized under the Alabama Business Corporation Act.
Section 3.2 Qualifications of Directors. A director shall be a natural
person of the age of at least nineteen (19) years but need not be a resident of
the State of Alabama or a shareholder of the corporation.
Section 3.3 Number and Tenure. The number of directors and the persons
constituting the initial board of directors are set forth in the articles of
incorporation, and the members of the initial board shall hold office until the
first annual meeting of shareholders and until their successors shall have been
elected and qualified. Thereafter, the number of directors constituting the
board of directors shall be within the range therefor specified in the articles
of incorporation of the corporation, the exact, number within such range to be
determined by resolution of the board of directors. The minimum and maximum
number of directors may be increased or decreased .from time to time in the
manner provided by the Alabama Business Corporation Act for amending the
articles of incorporation of the corporation, but no decrease shall have the
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effect of shortening the term of any incumbent director. Directors shall hold
office until the next succeeding annual meeting of shareholders and until their
successors shall have been elected and qualified.
Section 3.4 Vacancies. (a) Unless the articles of incorporation provide
otherwise, if a vacancy occurs in the board of directors:
(i) The shareholders may fill the vacancy, whether resulting from
an increase in the number of directors or otherwise; or
(ii) The board of directors may fill the vacancy, except that the
directors shall have the power to fill a vacancy resulting from an
increase in the number of directors only if expressly provided for in
the articles of incorporation; or
(iii) If the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a
majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date as provided by the Alabama Business
Corporation Act or otherwise) may be filled before the vacancy occurs but the
new director may not take office until the vacancy occurs.
Section 3.5 Compensation of Directors. The board of directors may by
resolution fix the compensation, or manner of determination thereof, of the
directors and provide, either generally or in specific instances, for payment or
reimbursement of expenses of directors in performance of their duties as
directors. No payment of compensation or expenses shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
Section 3.6 Meetings; Notice of Meetings. (a) Meetings of the board of
directors, or committees thereof, regular or special, may be held either within
or without the State of Alabama.
(b) A regular meeting of the board of directors shall be held without
notice immediately after, and at the same place as, the annual meeting of
shareholders. Other regular meetings may be held upon such notice, if any, and
at such times and places as shall be determined by the board.
(c) Special meetings of the board of directors may be called by the
president, any vice-president or by any two directors.
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(d) Notice of any special meeting of directors shall be given to each
director at such directors business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least five (5) days (which days
shall, notwithstanding the provisions of the Alabama Business Corporation Act,
include Saturdays, Sundays and holidays) before such meeting. If by telegram,
overnight mail or courier service, such notice shall be deemed adequately
delivered when the telegram is delivered to the telegraph company or the notice
is delivered to the overnight mail or courier service company at least
twenty-four (24) hours before such meeting, provided, that the estimated time
for delivery of such notice to the address specified by such telegraph company
or overnight mail or courier service company is not less than one (1) hour
before the time set for the meeting. If by facsimile transmission, such notice
shall be deemed adequately delivered when the notice is transmitted (with
confirmation of receipt indicated by the machine on which such notice is
transmitted) at least twelve (12) hours before such meeting. If by telephone or
by hand delivery, the notice shall be given at least twelve (12) hours prior to
the time set for the meeting.
(e) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice of such meeting.
(f) Any or all members of the board of directors or any committee
designated thereby may participate in a regular or special meeting of such board
or committee by, or conduct such meeting through the use of, any means of
communication by which all persons participating may simultaneously hear each
other during the meeting. A director participating in a meeting of such board or
committee by this means is deemed to be present at such meeting.
Section 3.7 Action Without A Meeting. Any action, required or permitted by
the Alabama Business Corporation Act to be taken at a meeting of the board of
directors or a committee thereof may be taken without a meeting if the action is
taken by all members of the board or of the committee, as the case may be. The
action shall be evidenced by one or more written consents describing the action
taken, signed by each director or committee member, as the case may be, and
included in the minutes or filed with the corporate records reflecting the
action taken. Action taken under this Section 3.7 is effective when the last
director or committee member, as the case may be, signs the consent, unless the
consent specifies a different effective date. A consent signed under this
Section 3.7 has the effect of a meeting vote and may be described as such in any
document.
Section 3.8 Waiver of Notice. (a) A director or member of a committee may
waive any notice required by the Alabama Business Corporation Act, the articles
of incorporation, or these bylaws before or after the date and time stated in
the notice. Except as provided by subsection (b) of this Section 3.8, the waiver
must be in writing, signed by the director or member of a committee entitled to
notice, and filed with the minutes or corporate records.
(b) A directors or committee member's attendance at or participation in a
meeting:
(i) Waives objection to lack of any required notice to him or her
or defective notice of the meeting unless the director or committee
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member, as the case may be, at the beginning of the meeting (or
promptly upon his Or her arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting; and
(ii) Waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in
the meeting notice, if required, unless the director or committee
member, as the case may be, objects to considering the matter before
action is taken on the matter.
Section 3.9 Quorum and Voting. (a) A quorum of the board of directors shall
consist of a majority of the fixed number of directors prescribed, or if no
number is prescribed., the number of directors in office immediately before the
meeting begins. A quorum of a committee of the board of directors shall consist
of a majority of the members of the committee.
(b) If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors or committee members present is the act of the board of
directors or committee, respectively. A director or committee member is, unless
established to the contrary, presumed present for quorum purposes for the
remainder of a meeting at which he or she has been present for any purpose.
(c) A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless:
(i) he or she objects at the beginning of the meeting (or
promptly upon his or her arrival) to holding it or transacting
business at the meeting or, as to a matter required under the articles
of incorporation or these bylaws to be included in the notice of the
purpose of the meeting, he or she objects before action is taken on
the matter;
(ii) his or her dissent or abstention from action taken is
entered in the minutes of the meeting; or
(iii) he or she delivers written notice of his or her dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment of the
meeting. The right of dissent or abstention is not available to a
director who votes in favor of the action taken.
Section 3.10 Committees. The board of directors may create one or more
committees and appoint members of the board of directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the board
of directors. The creation of a committee and appointment of members to it shall
be approved by the greater of (i) a majority of all the directors in office when
the action is taken or (ii) the number of directors required by the articles of
incorporation or these bylaws to take such action. The provisions of the
articles of incorporation and these bylaws which govern meetings, action without
meetings, notice and
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waiver of notice, and quorum and voting requirements of the board of directors,
apply to committees and their members as well. To the extent specified by the
board of directors or in the articles of incorporation or these bylaws, each
committee may exercise the authority of the board of directors. A committee may
not however: (1) authorize distributions; (2) approve or propose to shareholders
action that the Alabama Business Corporation Act requires be approved by
shareholders; (3) fill vacancies. on the board of directors or on any of its
committees; (4) amend the articles of incorporation; (5) adopt, amend, or repeal
bylaws; (6) approve a plan of merger not requiring shareholder approval; (7)
authorize or approve reacquisition of shares, except according; to formula or
method prescribed by the board of directors; or (8) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences; and limitations of a class or series of
shares, except that the board of directors may authorize a committee (or a
senior executive officer of the corporation) to do so within limits specifically
prescribed by the board of directors. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
ARTICLE IV OFFICERS
Section 4.1 Positions. The officers of the corporation shall be elected by
the board of directors and shall consist of a president, a secretary, and such
other officers and assistant officers as may be deemed necessary by the board of
directors. Any two or more offices may be held by the same person.
Section 4.2 Election and Term of Office. The first officers of the
corporation shall be elected by the board of directors at the first meeting of
tire board of directors. Each officer shall hold office at the pleasure of the
board of directors or until such officer's death or such officer shall resign or
shall have been removed in the manner hereinafter provided.
Section 4.3 Vacancies. A vacancy in any office may be filled by the board
of directors.
Section 4.4 Resignation and Removal of Officers. An officer may resign at
any time by giving notice to the corporation. A resignation is effective when
the notice is given unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the board of directors may fill the pending vacancy
before the effective date if the board of directors provides that the successor
does not take office until the effective date. The board of directors may remove
any officer at any time with or without cause.
Section 4.5 Contract Rights of Officers. The appointment of an officer does
not itself create contract rights An officers removal does not affect the
officers contract rights, if any, with the corporation. An offices resignation
does not affect the officers contract rights, if any, with the corporation.
Section 4.6 Duties of Officers. The officers of the corporation, if and
when elected by the board of directors of the corporation, shall have the
following duties:
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(a) PRESIDENT. The president shall be the chief executive officer of the
corporation and, subject to the direction of the board of directors, shall have
the general and active management, supervision and control of the business and
all operations of the corporation. The president shall, when present, preside at
all meetings of the shareholders and of the board of directors. The president
may sign certificates for shares of the corporation and deeds, mortgages, bonds,
contracts, or other instruments on behalf of the corporation, except where
required by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation. In general, the president shall
perform all duties incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time.
(b) VICE-PRESIDENTS. In the absence of the president or in the event of the
presidents death or inability to act, the vice-president (or in the event there
be more than one vice-president, the vice-presidents in the order determined by
the board of directors) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. Any vice-president may sign certificates for shares of the
corporation and shall perform such other duties as from time to time may be
assigned to the vice-president by the president or by the board of directors.
(c) SECRETARY. The secretary shall prepare and keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; have responsibility for authenticating records
of the corporation; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and of the seal of the corporation; see that the seal of the corporation
is affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized; keep a register of the post office address of
each shareholder which shall be furnished to the secretary by such shareholder;
sign with the president, any vice-president, or the treasurer certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the board of directors; have general charge of the stock transfer
books of the corporation; and in general perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to the secretary by the president, any vice president or the board of directors.
If there is no treasurer of the corporation, the secretary shall assume the
authority and duties of treasurer.
(d) TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as may be designated by the board
of directors, and in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to the
treasurer by the president, any vice-president or the board of directors. The
treasurer may sign certificates for shares of the corporation. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of such treasurers duties in such sum and with such surety or sureties
as the board of directors shall determine.
(e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretary, or if there shall be more than one, the assistant secretaries in the
order determined by
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the board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. The assistant
treasurer, or, if there shall be more than one, the assistant treasurers in the
order determined by the board of directors, shall, in the absence or disability
of the treasurer, perform the duties and exercise the powers of the treasurer.
The board of directors may require any assistant treasurer to give a bond for
the faithful discharge of such assistant treasurers duties in such sum and with
such surety or sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers shall all perform such other duties as
shall be assigned to them by the secretary and treasurer, respectively, or by
the president, any vice-president or the board of directors.
Section 4.7 Compensation. The compensation of the officers shall be fixed
from time to time by the board of directors, and no officer shall be prevented
from receiving such compensation by reason of the fact that such officer is also
a director of the corporation.
ARTICLE V CERTIFICATES REPRESENTING SHARES
Section 5.1 Certificates Representing Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors and shall be in accordance with the Alabama Business
Corporation Act. Such certificates shall be signed by the president, any
vice-president, or the treasurer, and by the secretary, an assistant
vice-president, an assistant secretary, or an assistant treasurer, and sealed
with the corporate seal or a facsimile thereof. The signature of any one of
these officers upon a certificate may be a facsimile if the certificate is
manually signed by another of such officers. The signatures of both of such
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or one of its employees. : In .-case any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued- by the corporation with the same effect as if such person were an
officer at the date of ,its issue. Each certificate for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number and
class of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the board of directors may prescribe.
Section 5.2 Legends on Certificates. Any written restriction on the
transfer of or registration of transfer of shares of the corporation is valid
and enforceable if noted conspicuously on the front or back of the certificate
representing such shares, or if not so noted, such restriction is enforceable
against a person with actual knowledge thereof. In addition, if the corporation
is authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be set forth or
summarized on the front or back of each certificate, or each certificate may
state conspicuously on its front or
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back that the corporation will furnish the shareholders this information on
request in writing and without charge.
Section 5.3 Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by such person's legal representative, who shall furnish
proper evidence of authority to transfer, or by such person's attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
Section 5.4 Last, Stolen, Destroyed, or Mutilated Certificates. The board
of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 6.1 Indemnification. The corporation shall indemnify, and in
connection with such indemnification may advance expenses to, any person who is
or was a director, officer, employee or agent of the corporation, and any person
who is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership joint venture, trust, employee benefit plan or other enterprise, to
the fullest extent permitted by law, including without limitation the Alabama
Business Corporation Act, as amended, or any successor statute thereto. If the
amount, extent, or quality of indemnification permitted by law should be in any
way restricted after the adoption of these bylaws, then the corporation shall
indemnify such persons to the fullest extent permitted by law as in effect at
the time of the occurrence of the omission or the act giving rise to the claimed
liability with respect to which indemnification is sought. The indemnification
and advancement of expenses: pursuant to this Article VI shall be in addition
to, and not exclusive of, any other right that the person seeking
indemnification may have under these bylaws, the articles of incorporation of
the corporation, any separate contract or agreement or applicable law.
Section 6.2 Insurance. The corporation may purchase and maintain insurance
an behalf of any person who is or was a director, officer, partner, trustee,
employee or agent of the corporation, or any person who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the corporation would have
the power to indemnify such person against such liability under applicable law.
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Section 6.3 Survival of Right. Any right to indemnification or advancement
of expenses provided by or granted pursuant to this Article VI shall continue as
to a person who has ceased to be a director, officer, employee or agent or to
serve as a director, officer, partner, trustee, employee or agent of such other
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a person. Any
repeal or modification of this Article VI which serves to restrict or lessen the
rights to indemnification or advancement of expenses provided by this Article VI
shall be prospective only and shall not lessen the right to indemnification or
advancement of expenses existing at the time of such repeal or modification with
respect to liabilities arising out of claimed acts or omissions occurring prior
to such repeal or modification.
ARTICLE VII - GENERAL.
Section 7.1 Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.
Section 7.2 Distributions to Shareholders. Except as restricted by the
articles of incorporation or the Alabama Business Corporation Act, the board of
directions may authorize and the corporation may make distributions to its
shareholders, including by way of purchase or redemption of shares of the
corporation, in the manner and upon the terms and conditions provided by the
Alabama Business Corporation Act.
Section 7.3 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 7.4 Corporate Seal. The board of directors shall select a corporate
seal which shall have inscribed thereon the name of the corporation, the words
"Alabama" and "Corporation Seal," and such seal may include the date of
incorporation of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 7.5 Voting of Corporation's Securities. Unless otherwise ordered by
the board of directors, the president or any vice president, or such other
officers as may be designated by the board of directors to act in the absence of
the president or any vice-president, shall have full power and authority on
behalf of the corporation to attend and to act and to vote and to execute a
proxy or proxies empowering others to attend and to act and to vote, at any
meeting of security holders of any corporation in which the corporation may hold
securities, and at such meeting the president or such other officer of the
corporation or such proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which as the owner
thereof the corporation might have possessed and exercised, if present. The
secretary or any assistant secretary may affix the corporate seal to any proxy
or proxies so executed by the president or such other officers and attest the
same. The board of directors by resolution from time to time may confer like
powers upon any other person or persons.
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ARTICLE VIII AMENDMENT OF BYLAWS
Section 8.1 Amendment by Board of Directors or Shareholders(i) . (a) The
board of directors may amend or repeal the corporation's bylaws unless:
(i) The articles of incorporation or the Alabama Business
Corporation Act reserve this power exclusively to the shareholders in
whole or in part ; or
(ii) The shareholders in amending or repealing a particular bylaw
provide expressly that the board of directors may not attend or repeal
that bylaw.
(b) The shareholders may amend or repeal the bylaws even though the bylaws
may also be amended or repealed by the board of directors.
Section 8.2 Bylaw Increasing Quorum or Voting Requirement for Shareholders.
(a) If authorized by the articles of incorporation, the shareholders may adopt
or amend a bylaw that fixes a greater quorum or voting requirement for
shareholders (or voting groups of shareholders) than is required by the Alabama
Business Corporation Act. The adoption or amendment of a bylaw that adds,
changes, or deletes a greater quorum or voting requirement for shareholders must
meet the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirement then in
effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for
shareholders under subsection (a) may not be adopted, amended, or repealed by
the board of directors.
Section 8.3 Bylaw Increasing Quorum or Voting Requirement for Directors.
(a) A bylaw that fixes a greater quorum or voting requirement for the board
of directors may be amended or repealed:
(i) If originally adopted by the shareholders, only by the
shareholders;
(ii) If originally adopted by the board of directors; either by
the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater
quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or
the board of directors.
(c) Action by the board of directors under subsection (a)(ii) to adopt or
amend a bylaw that changes the quorum or voting requirement for the board of
directors must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
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