Exhibit 3.4
BYLAWS
OF
ADVANCE TRUCKING CORPORATION
ARTICLE I
Stockholders
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The stockholders of the company shall be those who appear on the books
of the company as holders of one or more shares of the capital stock, and the
records of the company shall be the only evidence as to who are the
stockholders.
ARTICLE II
Meeting of the Stockholders
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Section 1. The annual meeting of the stockholders of the company shall
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be held on the second Tuesday in the second month following the end of the
company's fiscal year at the office of the company, unless otherwise stated in
the notice of the meeting.
Section 2. Special meetings of the stockholders may be called by the
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President, the Board of Directors or the holders of not less than one-third of
all of the shares entitled to vote at such meeting.
Section 3. Notices of meetings of the stockholders and waivers of such
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notices shall be given or accepted in accordance with the appropriate provisions
of the Virginia Stock Corporation Act.
ARTICLE III
Board of Directors
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Section 1. The business and affairs of the company shall be managed by
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a Board of Directors subject to any requirement of stockholder action required
by law. The Board of Directors shall be composed of two members. This number may
be changed at any time by amendment of these bylaws.
Section 2. The Directors shall be elected at each annual meeting of the
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stockholders.
Section 3. The Board of Directors shall hold its meetings at such time
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and place as it may designate, or in absence of designation by the Board of
Directors, at such place as shall be designated in the notice, and a meeting may
be called at any time by the President, or by any director. Reasonable notice of
the time and place of each meeting of the directors shall be given to all
directors. A majority of the qualified members shall constitute a quorum.
ARTICLE IV
Officers
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The executive officers of the company shall be a President, one or more
Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by
the Board of Directors each year as soon after the annual meeting of the
stockholders as conveniently may be, and such other officers as may from time to
time be elected or appointed by the Board of Directors. To the extent permitted
by law, one person may hold more than one office in the company.
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ARTICLE V
President and Vice President
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Section 1. The President shall be the chief executive officer of the
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company. He shall attend and preside at all meetings of the Board of Directors,
exercise general supervision over the property, business and affairs of the
company, and do everything and discharge all duties generally pertaining to his
office as the executive head of a company of this character, subject to the
control of the Board of Directors. He shall at each annual meeting of the
stockholders render a general report of the company's condition and business.
Section 2. In case of the absence of the President, or his inability to
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act, his duties shall be performed by the Vice President, who, in that event,
shall have and exercise all of the above specific powers of the President.
Otherwise, the Vice President shall perform such duties as may be prescribed by
these bylaws or by the Board of Directors.
Section 3. In the absence of both the President and Vice President the
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Board of Directors may designate some other one of their number to discharge
such executive duties as may be required.
ARTICLE VI
Treasurer
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The Treasurer shall, to the extent provided by the Directors, have
charge and custody of the funds, securities of whatsoever nature, and other like
property of the company. The Board of Directors shall designate the officer or
officers, or other persons, who shall give, negotiate or endorse checks, notes
and bills as may be required for the business of the
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company. The Treasurer shall have authority to collect funds of the company and
shall deposit same in such bank or banks as the Board of Directors from time to
time designate, and the same shall not be withdrawn thereafter except by checks
executed in accordance with authority of the Board of Directors. The Board of
Directors may from time to time appoint one or more persons who may exercise
some or all of the authority of the Treasurer, either alone or in conjunction
with the Treasurer, and who in such capacity shall be Assistant Treasurer(s) of
the Company.
ARTICLE VII
Secretary
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The Secretary shall sign, with the President or Vice President, all
certificates of stock. The Secretary shall keep a book containing the names of
all persons who are now or may hereafter become stockholders of the company,
showing their places of residence, the number of shares held by them
respectively, and the time when they respectively became the owners of such
shares; he shall keep a record of the proceedings of the meetings of the
stockholders and directors of the company; he shall have charge of the seal of
the company, and shall perform such other duties as pertain to said office, or
as the President or Board of Directors may from time to time require. The Board
of Directors may from time to time appoint one or more persons who may exercise
some or all of the authority of the Secretary, either alone or in conjunction
with the Secretary, and who in such capacity shall be Assistant Secretary(s) of
the Company.
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ARTICLE VIII
Dividends
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The Board of Directors of the company may, from time to time, declare
and the company may pay, dividends on its shares only in accordance with the
provisions of Section 13.1-653 of the Virginia Stock Corporation Act.
ARTICLE IX
Corporate Seal
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The corporate seal of the company shall be impressed upon the margin of
this page.
ARTICLE X
Fiscal Year
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The fiscal year of the company shall end on December 31of each year.
The foregoing bylaws of Advance Trucking Corporation were duly adopted
by unanimous consent of the directors in lieu of a special meeting of the Board
of Directors of the corporation effective April 15, 1998.
/s/ J. O'Neil Leftwich
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J. O'Neil Leftwich, Secretary
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