EXHIBIT 3.4
BYLAWS
OF
SANDHILLS, INC.
As adopted November 24, 1992
TABLE OF CONTENTS
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PAGE
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ARTICLE I - STOCKHOLDERS' MEETINGS................................... 1
(S)1. General.................................................. 1
(S)2. Annual Meetings.......................................... 1
(S)3. Special Meetings......................................... 1
(S)4. Quorum................................................... 1
(S)5. Proxies.................................................. 2
(S)6. Voting................................................... 2
(S)7. Notice of Meetings....................................... 2
(S)8. Written Consent in Lieu of Meeting....................... 2
(S)9. List of Stockholders..................................... 2
ARTICLE II - DIRECTORS................................................ 3
(S)1. Number and Term.......................................... 3
(S)1.1 General......................................... 3
(S)1.2 Increase in Number of Directors................. 3
(S)1.3 Decrease in Number of Directors................. 3
(S)1.4 Vacancies....................................... 3
(S)2. Regular Meetings......................................... 4
(S)3. Special Meetings......................................... 4
(S)3.1 General......................................... 4
(S)3.2 Notice.......................................... 4
(S)4. Quorum................................................... 4
(S)5. Written Consent in Lieu of Meeting....................... 4
(S)6. Participation in Meeting by Conference Telephone......... 4
(S)7. Compensation............................................. 5
(S)8. Removal.................................................. 5
ARTICLE III - OFFICERS................................................. 5
(S)1. General.................................................. 5
(S)2. Salaries................................................. 5
(S)3. Term of Office........................................... 5
(S)4. President................................................ 5
(S)5. Vice President........................................... 6
(S)6. Secretary................................................ 6
(S)7. Treasurer................................................ 6
ARTICLE IV - CORPORATE RECORDS........................................ 6
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TABLE OF CONTENTS
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(continued)
PAGE
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ARTICLE V - STOCK CERTIFICATES....................................... 7
(S)1. General.................................................. 7
(S)2. Transfers................................................ 7
(S)3. Lost Certificates........................................ 7
(S)4. Record Date.............................................. 7
(S)4.1................................................... 7
(S)4.2................................................... 7
(S)4.3................................................... 8
(S)4.4................................................... 8
ARTICLE VI - DIVIDENDS................................................ 8
(S)1. Declaration and Payment.................................. 8
(S)2. Reserves................................................. 8
ARTICLE VII - NOTICE................................................... 8
(S)1. General.................................................. 8
(S)2. Waiver................................................... 8
ARTICLE VIII - MISCELLANEOUS............................................ 9
(S)1. Financial Transactions................................... 9
(S)2. Fiscal Year.............................................. 9
(S)3. Corporate Seal........................................... 9
(S)4. Reliance upon Books and Records.......................... 9
(S)5. Indemnification.......................................... 9
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BYLAWS
OF
SANDHILLS, INC.
As adopted by the incorporator on November 24, 1992
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ARTICLE I - STOCKHOLDERS' MEETINGS
(S)1. General.
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Each meeting of stockholders of the corporation shall be held at
such place within Delaware as may be selected from time to time by the Board of
Directors.
(S)2. Annual Meetings.
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The annual meeting of the stockholders shall be held in November
of each year on such specific date as determined by the Board of Directors. At
the annual meeting, the stockholders shall elect Directors to succeed those
Directors whose terms expire and shall transact such other business as may
properly be brought before the meeting.
(S)3. Special Meetings.
----------------
Special meetings of the stockholders may be called at any time by
the President, the Board of Directors, a majority of the stockholders or as
otherwise provided by the certificate of incorporation or the Delaware General
Corporation Law ("DGCL") (the certificate of incorporation and DGCL are referred
to hereinafter collectively as "law") and shall be held at such time and place
within Delaware as he or they shall fix. Unless otherwise specified in the
notice of such special meeting, any business may be brought before such meeting.
(S)4. 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 stockholders. If less than a majority of the outstanding shares
entitled to vote is represented at a meeting, a majority of the shares so
represented may adjourn the meeting without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which
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might have been transacted at the meeting as originally noticed. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
(S)5. Proxies.
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Each stockholder entitled to vote at a meeting of stockholders
may vote in person or by proxy authorized by an instrument in writing filed with
the clerk of the meeting before the beginning of such meeting.
(S)6. Voting.
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Each stockholder shall have one vote for each share entitled to
vote which is registered in such stockholder's name on the record date for such
meeting, except as otherwise provided in these bylaws or by law. All voting,
except as otherwise provided by law, may be by a voice vote; provided, that any
stockholder may in person or by proxy, demand that a vote be taken by written
ballot. Unless otherwise provided for in these bylaws or by law, all matters
voted upon shall be determined by a majority of shares of stock outstanding that
are entitled to vote on such matter.
(S)7. Notice of Meetings.
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Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which shall
state the place within Delaware, date and time of the meeting. Unless otherwise
provided in these bylaws or by law, written notice of each meeting shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting.
(S)8. Written Consent in Lieu of Meeting.
----------------------------------
Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
(S)9. List of Stockholders.
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Upon request in writing by a stockholder, the officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
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registered in the name of each stockholder. No share of stock upon which any
installment is due and unpaid on the record date for a meeting shall be voted at
such meeting. The list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the principal office of the
corporation. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
ARTICLE II - DIRECTORS
(S)1. Number and Term.
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(S)1.1 General.
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The number of Directors who shall constitute the Board
of Directors shall be such number as the Board of Directors shall, in accordance
with the provisions provided in these bylaws, from time to time determine,
except that in the absence of any such determination, such number shall be three
(3). A Director need not be a stockholder in the corporation. The Directors
shall be elected by the stockholders at the annual meeting of stockholders of
the corporation, and each Director shall be elected for the term of one year,
and until his successor shall be elected and shall qualify or until his earlier
resignation or removal.
(S)1.2 Increase in Number of Directors.
-------------------------------
The Board of Directors may increase the number of
Directors between annual meetings of stockholders upon the approval of a
majority of the Directors then serving. Such additional Directors shall be
elected by a vote of a majority of those Directors then holding office.
Directors so elected shall serve until the next annual meeting of stockholders
and until their successors are elected and qualified.
(S)1.3 Decrease in Number of Directors.
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Any decrease in the authorized number of Directors
shall only become effective by approval of at least 75% of the stockholders of
the corporation.
(S)1.4 Vacancies.
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If the office of any Director becomes vacant for any
reason, a majority of the Directors remaining in office, even if less than a
quorum, may elect a successor Director for the unexpired term of the position
that was vacated.
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(S)2. Regular Meetings.
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Regular meetings of the Board of Directors shall be held without
notice at such time, date and place within Delaware as shall be determined by
the Board of Directors.
(S)3. Special Meetings.
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(S)3.1 General.
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Special meetings of the Board of Directors may be
called by any Director, such person whom the Board of Directors may designate,
or a majority of the stockholders of the corporation. Special meetings of the
Board of Directors shall be held at such time, date and place within Delaware as
the person or persons calling such meeting shall designate.
(S)3.2 Notice.
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Notice of a special meeting of the Board of Directors
shall be given to each Director, by whom it is not waived, not less than twenty
four (24) hours in advance of such meeting. Unless otherwise indicated in the
notice of such meeting, any business may be transacted at such meeting.
(S)4. Quorum.
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A majority of the total number of directors then authorized, who
are physically present in Delaware, shall constitute a quorum for the
transaction of any business of the Board of Directors.
(S)5. Written Consent in Lieu of Meeting.
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Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board of Directors or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.
(S)6. Participation in Meeting by Conference Telephone.
------------------------------------------------
One or more Directors may participate in a meeting of the Board
of Directors, of a committee of the Board of Directors or of the stockholders,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in this manner shall constitute presence at such meeting only if
such Director is physically present in Delaware.
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(S)7. Compensation.
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Directors shall receive compensation, if any, for their service
as Directors of the corporation in the manner determined by the Board of
Directors. Nothing contained in these bylaws shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.
(S)8. Removal.
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Any Director may be removed, with or without cause, by the
holders of a majority of the shares then of record.
ARTICLE III - OFFICERS
(S)1. General.
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The executive officers of the corporation shall be chosen by the
Directors and shall be a President, Vice President, Secretary and Treasurer.
The Board of Directors shall also choose a Chairman of the Board of Directors,
and may elect such other officers as it shall deem necessary. Any number of
offices may be held by the same person.
(S)2. Salaries.
--------
Salary, if any, of each officer of the corporation shall be fixed
by the Board of Directors.
(S)3. Term of Office.
--------------
The officers of the corporation shall hold office for one year
and until successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed, with or without cause, by
the Board of Directors whenever in the judgment of the Board of Directors the
best interest of the corporation will be served thereby.
(S)4. President.
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The President shall be the chief executive officer of the
corporation and shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers, except such as may be by law exclusively conferred
on the President, to any other officer or officers of the corporation. The
President shall execute bonds and mortgages requiring a seal, under the seal of
the corporation, and shall have the general power and duties of supervision and
management usually vested in the office of President of a corporation. In the
absence of the Chairman of the Board of Directors, the President shall preside
at the meetings of the stockholders and the Board of Directors.
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(S)5. Vice President.
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The Vice President shall assist the President in the carrying out
of the President's duties as an officer of the corporation and shall have such
other powers and duties as may be assigned to him by the Board of Directors. In
the absence or disability of the President, the Vice President shall perform the
duties and exercise the powers of the President.
(S)6. Secretary.
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The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its transactions in a book
to be kept for that purpose, and shall perform like duties for all committees of
the Board of Directors when required. The Secretary shall be given, or cause to
be given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President. The Secretary shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board of Directors
shall affix the same to such instrument requiring the seal of the corporation.
(S)7. Treasurer.
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The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in a separate account to the credit of the corporation. The
Treasurer, along with such other properly authorized officer, if appropriate,
shall disburse the funds of the corporation as directed by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and Directors, at the regular meetings of the Board, or whenever
they may require it, an account of all transactions and of the financial
condition of the corporation.
ARTICLE IV - CORPORATE RECORDS
Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean
a purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under the oath shall be accompanied by a
power of attorney or such other writing which authorizes the attorney or such
other agent to so act on behalf of the stockholder. The demand under oath shall
be directed to the corporation at its principal office.
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ARTICLE V - STOCK CERTIFICATES
(S)1. General.
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The stock certificates of the corporation shall be numbered and
registered as they are issued in the stock ledger and transfer books of the
corporation. They shall bear the corporate seal and shall be signed by the
President and Secretary of the corporation.
(S)2. Transfers.
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Transfers of shares of stock shall be made on the books of the
corporation upon surrender of the certificates therefor, endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made which is inconsistent with law.
(S)3. Lost Certificates.
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The corporation may issue a new stock certificate in place of any
certificate validly issued, which is alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of such certificate, or his
legal representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.
(S)4. Record Date.
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In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days before any other action.
If no record date is fixed:
(S)4.1 the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.
(S)4.2 the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed.
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(S)4.3 the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such matter.
(S)4.4 a determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
(S)1. Declaration and Payment.
-----------------------
The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to such extent as
they deem advisable, in the manner, and upon the terms and conditions provided
by law.
(S)2. Reserves.
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Before payment of any dividend there may be set aside out of the
net profits of the corporation such sums or sums as the Board of Directors, from
time to time, in its sole discretion, determines to be in the best interests of
the corporation. The Board of Directors may abolish any such reserve at any
time in the same manner in which such reserve was created.
ARTICLE VII - NOTICE
(S)1. General.
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Except as otherwise provided in these bylaws or by law, any
notice required to be given to any stockholder, director, officer, employee or
agent of the corporation shall be in writing and may be delivered by (i) hand,
(ii) United States mail, postage prepaid, (iii) Federal Express (or any other
nationally recognized courier), delivery charge prepaid, or (iv) telecopy or any
other similar facsimile device. Each notice shall be addressed to the recipient
at such recipient's last known address (or telecopy number) as it appears in the
applicable records of the corporation. Such notice shall be effective (i) when
received if hand delivered, mailed or couriered, and (ii) when dispatched if
given by telecopy.
(S)2. Waiver.
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A written waiver of any notice, signed by the recipient thereof,
whether before or after the time of the event for which notice is to be given,
shall be deemed equivalent to the notice required to have been given to such
recipient. Neither the business nor the purpose of any meeting is required to
be specified in such waiver.
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ARTICLE VIII - MISCELLANEOUS
(S)1. Financial Transactions.
----------------------
All financial transactions of the corporation, including the
execution of checks, demands and notes of the corporation, shall be approved by
such officer or officers as the Board of Directors may from time to time
determine. Such approval shall be evidenced by the signature of such officer or
officers.
(S)2. Fiscal Year.
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The fiscal year of the corporation shall be as determined by the
Board of Directors.
(S)3. Corporate Seal.
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The Board of Directors shall approve a seal of the corporation,
which shall meet the requirements imposed by law.
(S)4. Reliance upon Books and Records.
-------------------------------
The Directors and officers of the corporation shall, in the
performance of their duties as such, be fully protected in relying in good faith
on the books and records of the corporation.
(S)5. Indemnification.
---------------
The corporation shall indemnify all officers, directors and
employees to the fullest extent permitted by law as currently in effect or as
amended from time to time.
The undersigned, Secretary of the corporation, does hereby certify that the
foregoing is a true copy of the bylaws of the corporation that are in effect on
the date hereof.
Dated: November 24, 1992 /s/ Francis B. Jacobs III [SEAL]
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