BYLAWS
OF
CT COMMUNICATIONS, INC.
TABLE OF CONTENTS
ARTICLE I. OFFICE. . . . . . . . . . . . . . . . . . . . . . . .4
ARTICLE II. SHAREHOLDERS . . . . . . . . . . . . . . . . . . . .4
Section 1. Annual Meeting. . . . . . . . . . . . . . . . .4
Section 2. Substitute Annual Meeting. . . . . . . . . . . .4
Section 3. Special Meetings. . . . . . . . . . . . . . . .4
Section 4. Place of Meeting. . . . . . . . . . . . . . . . .4
Section 5. Notice of Meeting. . . . . . . . . . . . . . .4
Section 6. Closing of Transfer Books or Fixing of Record
Date. . . . . . . . . . . . . . . . . . . . . . .5
Section 7. Voting Lists. . . . . . . . . . . . . . . . . .5
Section 8. Quorum. . . . . . . . . . . . . . . . . . . . . .6
Section 9. Proxies. . . . . . . . . . . . . . . . . . . .6
Section 10. Voting of Shares. . . . . . . . . . . . . . . .6
Section 11. Voting for Directors. . . . . . . . . . . . . .6
Section 12. Informal Action by Shareholders . . . . . . . . .6
ARTICLE III. BOARD OF DIRECTORS. . . . . . . . . . . . . . . . .7
Section 1. General Powers. . . . . . . . . . . . . . . . .7
Section 2. Number, Tenure and Qualifications. . . . . . . .7
Section 3. Removal.. . . . . . . . . . . . . . . . . . . . .7
Section 4. Regular Meetings. . . . . . . . . . . . . . . .7
Section 5. Special Meetings. . . . . . . . . . . . . . . .7
Section 6. Notice. . . . . . . . . . . . . . . . . . . . .7
Section 7. Quorum. . . . . . . . . . . . . . . . . . . . .8
Section 8. Manner of Acting. . . . . . . . . . . . . . . . .8
Section 9. Vacancies. . . . . . . . . . . . . . . . . . . .8
Section 10. Presumption of Assent. . . . . . . . . . . . . .8
Section 11. Informal Action by Directors. . . . . . . . . .8
Section 12. Executive Committee.. . . . . . . . . . . . . . .9
ARTICLE IV. OFFICERS . . . . . . . . . . . . . . . . . . . . . .9
Section 1. Number. . . . . . . . . . . . . . . . . . . . .9
Section 2. Election of Officers. . . . . . . . . . . . . .9
Section 3. Removal. . . . . . . . . . . . . . . . . . . . .9
Section 4. Chief Executive Officer. . . . . . . . . . . . .9
Section 5. Chairman of the Board. . . . . . . . . . . . . 10
Section 6. President. . . . . . . . . . . . . . . . . . . 10
Section 7. Executive Vice President. . . . . . . . . . . 10
Section 8. Vice Presidents.. . . . . . . . . . . . . . . . 10
Section 9. Secretary. . . . . . . . . . . . . . . . . . 11
Section 10. Treasurer. . . . . . . . . . . . . . . . . . . 11
Section 11. Assistant Secretaries and Assistant Treasurers. 11
Section 12. Salaries. . . . . . . . . . . . . . . . . . . 11
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS. . . . . . . 11
Section 1. Contracts. . . . . . . . . . . . . . . . . . . 11
Section 2. Loans.. . . . . . . . . . . . . . . . . . . . . 11
Section 3. Checks and Drafts. . . . . . . . . . . . . . . 11
Section 4. Deposits. . . . . . . . . . . . . . . . . . . 12
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . 12
Section 1. Certificate for Shares. . . . . . . . . . . . 12
Section 2. Transfer of Shares. . . . . . . . . . . . . . 12
ARTICLE VII. FISCAL YEAR. . . . . . . . . . . . . . . . . . . 12
ARTICLE VIII. DIVIDENDS . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX. SEAL. . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE X. WAIVER OF NOTICE . . . . . . . . . . . . . . . . . 13
ARTICLE XI. AMENDMENTS. . . . . . . . . . . . . . . . . . . . 13
ARTICLE XII. INDEMNIFICATION . . . . . . . . . . . . . . . . . 13
Section 1. Extent. . . . . . . . . . . . . . . . . . . . 13
Section 2. Determination. . . . . . . . . . . . . . . . . 14
Section 3. Advanced Expenses. . . . . . . . . . . . . . . 14
Section 4. Indemnified Officer. . . . . . . . . . . . . . 14
Section 5. Reliance and Consideration. . . . . . . . . . 14
Section 6. Insurance. . . . . . . . . . . . . . . . . . 15
ARTICLE I. OFFICE
The principal office of the Corporation shall be located in
the City of Concord, State of North Carolina. The Corporation may
have such other offices, either within or without the State of
North Carolina, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
The registered office of the Corporation required by the
North Carolina Business Corporation Act to be maintained in the
State of North Carolina may be, but need not be, identical with
the principal office of the Corporation, and the address of the
registered office may be changed from time to time by the Board
of Directors.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the fourth Thursday in April of
each year at a time to be fixed by the Chief Executive Officer
for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the
State of North Carolina, such meeting shall be held on the next
succeeding business day.
Section 2. Substitute Annual Meeting. If the annual
meeting shall not be held within the period designated by these
Bylaws, a substitute annual meeting may be called in accordance
with the provisions of Section 5 of this Article. A meeting so
called shall be designated and treated for all purposes as the
annual meeting.
Section 3. Special Meetings. Special meetings of the
share-holders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chief Executive
Officer, or by the Secretary acting under his instructions, or
by the Board of Directors.
Section 4. Place of Meeting. The Board of Directors
may designate any place, either within or without the State of
North Carolina, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of North Carolina, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the
Corporation in the State of North Carolina.
Section 5. Notice of Meeting. Written or printed
notice stating the place, day and hour of the meeting shall be
delivered not less than ten nor more than 60 days before the date
of the meeting, either personally or by mail, by or at the
direction of the Chief Executive Officer, or the Secretary, or
the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. In the case of an annual or
substitute annual meeting, the notice of meeting need not
specifically state the business to be transacted thereat unless
it is a matter, other than election of Directors, on which the
vote of shareholders is expressly required by the provisions of
the North Carolina Business Corporation Act. In the case of a
special meeting, the notice of meeting shall state the purpose or
purposes for which the meeting is called.
When a meeting is adjourned for 120 days or more, notice of
the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for less than 120
days in any one adjournment, it is not necessary to give nay
notice of the adjourned meeting other than by announcement at the
meeting at which the adjournment is taken.
Section 6. Closing of Transfer Books or Fixing of 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 shareholders entitled to receive payment
of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
of the Corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any
case, 70 days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books the Board of Directors
may fix in advance a date in any case to be not more than seventy
days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If
the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the
case may be, shall be the recorded date for such determination of
shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholder has been made as provided in
this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of
closing has expired.
Section 7. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, within two days after notice of the meeting is given
for which the list was prepared, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list, for a period
beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the
meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours, and such list shall also
be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during
the whole time of the meeting; provided, however, that it shall
not be necessary to prepare or produce such list in any case
where the record of shareholders readily shows in alphabetical
order or by alphabetical index, and by classes or series if
such there be, the names of the
shareholders entitled to vote, with their addresses and the
amounts of their holdings. The original stock transfer books
shall be prima facie evidence as to who are the shareholders
entitled to
examine such list or transfer books or to vote at any meeting of
shareholders.
Section 8. Quorum. A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 9. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.
Section 10. Voting of Shares. Each outstanding share of
the Corporation entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of
shareholders. The vote of a majority of the shares voted on any
matter at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders on that matter unless the
vote of a greater number is required by law, by the Articles of
Incorporation of the Corporation or by a bylaw adopted by the
shareholders of the Corporation.
Voting on all matters shall be by voice vote or by a show of
hands unless the holders of more than ten percent of the shares
represented at the meeting shall, prior to the voting on any
matter, demand a ballot vote on that matter.
Section 11. Voting for Directors. Unless otherwise
provided in the Articles of Incorporation or in an agreement
valid under the Act, the directors of the Corporation shall be
elected by a plurality of the votes cast by the shares entitled
to vote in the election at a meeting at which a quorum is
present. The shareholders do not have a right to cumulate their
votes for
directors.
Section 12. Informal Action by Shareholders. Any action
which is required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by
all the persons who would be entitled to vote upon such action at
a meeting, and filed with the Secretary of the Corporation in the
minute book of the Corporation, whether done before or after the
action so taken.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of
the Corporation shall be directed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The
number of Directors constituting the whole Board shall be not
more than nine nor less than six as determined by the Board.
The authorized number of Directors, within the limits above
specified, may be changed by the affirmative vote of a majority
of the whole Board given at a regular or special meeting of the
Board of Directors; provided, however, that if the number so
determined is to be increased, or decreased, notice of proposed
increase or decrease shall be included in the notice of the such
meeting, or all of the Directors at the time in office shall be
present at such meeting, or those not present at any time shall
waive or have waived notice thereof in writing; and provided,
further, that the number of Directors which shall constitute the
whole Board shall not be less than six nor shall it be reduced to
a number less than the number of Directors then in office unless
such reduction shall become effective only at and after the
next ensuing meeting of shareholders for the election of
Directors. Any directorships not filled by the shareholders
shall be treated as vacancies to be filled by and in the
discretion of the Board of Directors. Each Director shall hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified. Directors
need not be residents of the State of North Carolina. Each
Director must own directly at least five shares of the voting
common stock of the Corporation.
Section 3. Removal. Unless otherwise provided in the
Articles of Incorporation, any director may be removed at any
time only for cause by a vote of the shareholders if the number
of votes cast to remove such director exceeds the number of votes
cast not to remove him or her. If a director is elected by a
voting group of shareholders, only the shareholders of that
voting group may participate in the vote to remove such director.
A director may not be removed by the shareholders at a meeting
unless the notice of the meeting states that the purpose, or one
of the purposes, of the meeting is removal for cause of the
director. If any directors are so removed, new directors may be
elected at the same meeting.
Section 4. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice at the same
date and place as the annual meeting of the shareholders. The
Board of Directors may provide, by resolution, the time, date and
place, either within or with out the State of North Carolina, for
the holding of additional regular meetings.
Section 5. Special Meetings. Special meetings of the
Board of Directors may be held at any date, time and place upon
the call of the Chief Executive Officer or the Secretary
acting under instructions from the Chief Executive Officer, or
upon the call of any two Directors.
Section 6. Notice. Notice of any special meeting shall
be given at least two days prior thereto by written notice
delivered personally or mailed to each Director at his business
address, by telegram or facsimile machine or telephone or other
usual means of communication; provided, however, that special
meetings may be held at any date, time and place without notice
by unanimous consent of the Directors. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If
notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. If notice is transmitted by facsimile machine, such
notice shall be deemed to be delivered when sent. The attendance
of a Director at a meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Notice
of an adjourned meeting need not be given if the time and place
are fixed at the meeting adjourning and if the period of
adjournment does not exceed ten days in any one adjournment.
Section 7. Quorum. A majority of the number of
Directors fixed as provided in Section 2 of this Article III
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority
is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of the majority of
the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, except as otherwise
provided in this Section. The vote of a majority of the number
of Directors fixed as provided in Section 2 of this Article III
shall be required for the adoption of a resolution designating
the Directors to constitute the Executive Committee. The vote of
a majority of
the Directors then holding office shall be required for the
adoption, amendment or repeal of a bylaw which is a proper
subject for such action by the Board of Directors, or for the
adoption of
a resolution dissolving the Corporation without action by the
shareholders.
Section 9. Vacancies. Except as otherwise expressly
required by the provisions of the North Carolina Business
Corporation Act, any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office.
Section 10. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be deemed
to have assented to the action taken unless he objects at the
beginning of the meeting (or promptly upon his arrival) to
holding the meeting or transacting business thereat, or unless
his dissent or abstention from the action shall be entered in the
minutes of the meeting or unless he shall file his written
dissent or abstention to such action with the presiding officer
of the meeting before the adjournment thereof or with the Corporation
immediately after the adjournment of the meeting. Such right to
dissent or abstention shall not apply to a Director who voted in
favor of such action.
Section 11. Informal Action by Directors. Action taken
by a majority of the Directors without a meeting is nevertheless
action of the Board of Directors if written consent to the action
in question is signed by all the Directors and filed with the
minutes of the proceedings of the Board of Directors, whether
done before or after the action so taken.
Section 12. Executive Committee. The Board of Directors,
by
resolution adopted by a majority of the number of Directors fixed
as provided in Section 2 of this Article III, may designate two
or more Directors to constitute an Executive Committee. The
Executive Committee, between meetings of the Board of Directors
and subject to such limitations as may be required by law or
imposed by resolution of the Board of Directors, shall have and
may exercise all of the authority of the Board of Directors in
the management of the Corporation. The designation of the
Executive Committee and delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof,
of any responsibility or liability imposed upon it or him by law.
Meetings of the Executive Committee may be held at any time
on call of the Chief Executive Officer or of any two members of
the Committee. No notice of a meeting need be given if a
majority of the Executive Committee is present, but whenever
notice is given, a notice of one day given by mail, telephone,
telegraph or telecopy shall be sufficient. A majority of the
members shall constitute a quorum of all meetings. The Executive
Committee shall keep minutes of its proceedings and submit them
to the next succeeding meeting of the Board of Directors for
approval.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the Corporation
shall be the Chief Executive Officer, the President, one or more
Vice Presidents (one or two of whom may be designated Executive
Vice President), a Treasurer, one or more Assistant Treasurers,
a Secretary, and one or more Assistant Secretaries, and a
Chairman of the Board of Directors if and when such Chairman of
the Board shall be deemed necessary or desirable, and such other
officers and assistant officers as the Board of Directors shall
deem necessary or desirable. Any two or more offices may be held
by the same person, but no officer may act in more than one
capacity where action of two or more officers is required.
Section 2. Election of Officers. The officers of the
Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each
annual meeting of the shareholders or at such time or times as
the Board of Directors shall determine.
Section 3. Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board
of Directors at any time with or without cause.
Section 4. Chief Executive Officer. If the Board of
Directors shall appoint a Chairman of the Board and shall designate the
Chairman of the Board as the Chief Executive Officer, the
Chairman of the Board shall serve as the Chief Executive Officer
of the Corporation. If a Chairman of the Board is not appointed
by the Board of Directors or if the Chairman of the Board is not
designated as the Chief Executive Officer, the President (or such
other person as shall be named by the Board of Directors) shall
be the Chief Executive Officer of the Corporation. The Chief
Executive Officer shall, subject to the direction and control of
the Board of Directors, supervise and control the business and
affairs of the Corporation. Such officer shall, when present,
preside at all meetings of the shareholders. The Chief Executive
Officer may sign, with the Secretary or any other proper officer
of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds
mortgages, bonds, contracts or other instruments which the Board
of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general the Chief Executive
Officer shall perform all duties incident to the position of
Chief Executive Officer and such other duties as may be
prescribed by the Board of Directors from time to time. The
title of the Chairman of the Board or the President, as the case
may be, serving as the Chief Executive Officer may also refer to
such officer's position as Chief Executive Officer, but such
additional designation shall not be required.
Section 5. Chairman of the Board. The Chairman of the
Board, if and when elected, shall be chosen by and from among the
Directors, shall preside at all meetings of the Board of
Directors if present, and shall, in general, perform all duties
incident to the office of Chairman of the Board and such other
duties as, from time to time, may be assigned to him by the Board
of Directors.
Section 6. President. Unless a Chairman of the Board
has been appointed and also designated as the Chief Executive Officer, the
President (or such other person as shall be named by the Board of
Directors) shall be the Chief Executive Officer of the
Corporation and shall have all of the duties and authority of
that office. If the President is not the Chief Executive
Officer, the President, in the absence of the Chief Executive
Officer or in the event of such person's death or inability or
refusal to act, shall perform the duties and exercise the powers
of that office and, in addition, the President shall perform such
other duties and shall have such other authority as the Board of
Directors shall prescribe. Unless the Board of Directors shall
otherwise provide, the President shall also be the Chief
Operating Officer of the Corporation and, subject to the control
of the Board of Directors, shall have all the duties and
authority of that office.
Section 7. Executive Vice President. The Executive
Vice President, if and when elected, shall familiarize himself with
the affairs of the Corporation, and, in the absence or disability
of the President, shall possess all the powers of and perform all
the duties of that officer, and shall have such other powers and
duties as may be prescribed from time to time by the Board of
Directors.
Section 8. Vice Presidents. Each Vice President shall
have such powers and perform such duties as may be prescribed from
time to time by the Board of Directors. At the request of the
President (or, if and when elected, the Executive Vice
President), any Vice President may act temporarily in the place
of the President.
Section 9. Secretary. The Secretary shall: (a) keep
the minutes of the shareholders' and of the Board of Directors'
meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and 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; (d) keep a register of the post office address
of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the Chief Executive Officer,
or president, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general
perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to him by
the Chief Executive Officer, or by the President or by the Board
of Directors.
Section 10. Treasurer. The Treasurer shall: (a) 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 shall be selected
in accordance with the provisions of Article V of these Bylaws;
and (b) 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 him by the Chief Executive Officer, or
President or by the Board of Directors.
Section 11. Assistant Secretaries and Assistant
Treasurers. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties as shall be assigned to
them by the Board of Directors or by senior officers.
Section 12. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Director and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into
any con- tract or execute and deliver any instruments in the name
of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to
specific instances.
Section 3. Checks and Drafts. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificate for Shares. Certificates
representing shares of the Corporation shall be in such form,
including non-certificated shares, as shall be determined by the
Board of Directors. Certificated shares shall be signed by, or
bear the facsimile signature of, the Chief Executive Officer, the
President or a Vice President and the Secretary or an Assistant
Secretary. All certificates for certificated 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 of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates for
certificated shares surrendered to the Corporation for transfer
shall be cancelled and no new certificate for certificated shares
shall be issued until the former certificate for certificated
shares for a like number of shares shall have been surrendered
and cancelled, 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 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only (a) on the stock transfer
books of the Corporation by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of
the Corporation, and (b) on surrender for cancellation of the
certificate for such certificated 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.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar
year unless otherwise determined by the Board of Directors.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and
its Articles of Incorporation.
ARTICLE IX. SEAL
The corporate seal shall be in the form as it now exists,
unless otherwise provided by the Board of Directors.
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the provisions
of the North Carolina Business Corporation Act or under the
provisions of the Articles of Incorporation or Bylaws of the
Corporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
Except as hereinafter otherwise provided, these Bylaws may
be amended or repealed and new Bylaws may be adopted by the
affirmative vote of a majority of the Directors then holding
office at any regular or special meeting of the Board of
Directors.
The Board of Directors shall have no power to adopt a Bylaw:
1. requiring more than a majority of the voting shares for
a quorum at a meeting of shareholders or more than a
majority of the votes cast to constitute action by the
shareholders, except where higher percentages are
required by law;
2. providing for the management of the Corporation
otherwise than by the Board of Directors or its
Executive Committee;
3. increasing or decreasing the number of Directors; or
4. classifying and staggering the election of Directors.
The Board of Directors shall have no power to readopt, amend
or repeal a bylaw adopted, amended or repealed by the
shareholders if such bylaw does not so authorize the Board of
Directors.
ARTICLE XII. INDEMNIFICATION
Section 1. Extent. In addition to the indemnification
otherwise provided by law, the Corporation shall indemnify and
hold harmless its Directors and Indemnified Officers (as
hereinafter defined) against all liability and litigation
expense, including reasonable attorneys' fees, arising out of
their status as Directors or officers, or in their activities in
any of the foregoing capacities. The Corporation shall also and
to the same extent indemnify its Directors and Indemnified
Officers from activities in any capacity in which they are or
were serving at the Corporation's request, in another corporation,
partnership, joint venture, trust or other enterprise; provided,
however, that the Corporation shall not indemnify a Director or
Indemnified Officer against liability or litigation expense that he
may incur on account of his activities which at the time taken were
known or believed by him to be clearly in conflict with the best interests
of the Corporation. The Corporation shall also indemnify the
Director or Indemnified Officer for reasonable costs, expenses
and attorneys' fees in connection with the enforcement of rights
to indemnification granted herein, if it is determined in
accordance with Section 2 of this Article that the Director or
Indemnified Officer is entitled to indemnification hereunder.
Section 2. Determination. Any indemnification under
Section I shall be paid by the Corporation in any specific case
only after a determination that the Director or Indemnified
Officer did not act in a manner, at the time the activities were
taken, that was known or believed by him to be clearly in
conflict with the best interests of the Corporation. Such
determination shall be made (a) by the affirmative vote of a
majority (but not less than two) of all the Directors of the
Corporation who are not or were not parties to the action, suit
or proceeding out of which the liability or expense for which
indemnification is to be determined arose, or against whom the
claim out of which such liability or expense arose is not
asserted ("Disinterested Directors"), even though less than a
quorum, or (b) if a majority (but not less than two) of
Disinterested Directors so direct, by independent legal counsel
in a written opinion, or (c) if there are less than two
Disinterested Directors, by the affirmative vote of all of the
Directors, or (d) by the vote of a majority of all of the voting
shares other than those owned or controlled by Directors or
Indemnified Officers who were parties to such action, suit or
proceeding or against whom such claim is asserted, or by a
unanimous vote of all of the voting shares, or (e) by a court of
competent jurisdiction.
Section 3. Advanced Expenses. Expenses incurred by a
Director or Indemnified Officer in defending a civil or criminal
claim, action, suit or proceeding may, upon approval of a
majority (but not less than two) of the Disinterested Directors,
even though less than a quorum, or, if there are less than two
Disinterested Directors upon approval of the Board of Directors,
be paid by the Corporation in advance of the final disposition of
such claim, action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director or Indemnified
Officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified against such
expenses by the Corporation.
Section 4. Indemnified Officer. For purposes of this
Article, "Indemnified Officer" shall mean (a) each officer of
the Corporation who is also a Director of the Corporation or (b)
each other officer who is designated by the Board of Directors
from time to time as an Indemnified Officer; provided, however,
that if any person ceases to be an Indemnified Officer, then such
cessation shall have no effect with respect to actions arising
prior to such time of cessation.
Section 5. Reliance and Consideration. Any Director or
Indemnified Officer who at any time after the adoption of this
Article serves or has served in any of the aforesaid capacities
for or on behalf of the Corporation shall be deemed to be doing
or to have done so in reliance upon, and as consideration for,
the right of indemnification provided herein. Such right shall
inure to the benefit of the legal representatives of any such
person and shall not be exclusive of any other rights to which
such person may be entitled apart from the provisions of this
Article. No amendment, modification or repeal of this Article
XII shall adversely affect the right of any Director or
Indemnified Officer to indemnification hereunder with respect to
any activities occurring prior to the time of such amendment,
modification or repeal.
Section 6. Insurance. The Corporation may purchase and
maintain insurance on behalf of its Directors, officers,
employees and agents and those persons who were serving at the
request of the Corporation in any capacity in another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Article or otherwise. Any full or partial
payment made by an insurance company under any insurance policy
covering any Director, officer, employee or agent made to or on
behalf of a person entitled to indemnification under this Article
shall relieve the Corporation of its liability for
indemnification provided for in this Article or otherwise to the
extent of such payment, and no insurer shall have a right of
subrogation against the Corporation with respect to such payment.
Last Amended: April 23, 1998