EXHIBIT 3.60
BY-LAWS
OF
IT CORPORATION OF NORTH CAROLINA, INC.
ARTICLE I
Offices
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Section 1. Principal Office. The principal office of the Corporation
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shall be located at such place, within or without the State of North Carolina,
as shall be determined from time to time by the Board of Directors, and as shall
have been so designated most recently in the annual report of the Corporation or
amendment thereto, filed with the North Carolina Secretary of State pursuant to
the North Carolina Business Corporation Act.
Section 2. Registered Office. The Corporation shall maintain a registered
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office in the State of North Carolina, as required by Section 55-05-01 of the
North Carolina Business Corporation Act (the "Act"), which may be, but need not
be, identical with the principal office.
Section 3. Other Offices. The Corporation may have offices at any places,
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either within or outside the State of North Carolina, as the Board of Directors
may from time to time determine.
ARTICLE II
Meetings of Shareholders
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Section 1. Annual Meetings. The annual meeting of the shareholders shall
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be held each year at such date and time as shall be designated by the Board of
Directors or the Chief Executive Officer of the Corporation, for the purpose of
electing directors of the Corporation and for the transaction of such other
business as may be properly brought before the meeting.
Section 2. Substitute Annual Meeting. If the annual meeting shall not be
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held on the day designated by these By-laws, a substitute annual meeting may be
called in accordance with Section 3 of this Article II, which provides for the
calling of a special meeting, and a substitute annual meeting so called shall be
designated and treated, for all purposes, as the annual meeting.
Section 3. Special Meetings. Special meetings of the shareholders may be
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called at any time by the President, or any member of the Board of Directors, or
by any shareholder pursuant to written request.
Section 4. Place of Meetings. All meetings of the shareholders shall be
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held at the principal office of the Corporation except that a meeting may be
held at such other place, within or outside the State of North Carolina, as may
be designated in a duly executed waiver of notice of such meeting or as may be
otherwise agreed.
Section 5. Notice of Meetings.
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(a) Required Notice. Written notice stating the place, day and hour of any
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annual or special shareholder meeting shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Board of
Directors, or other persons calling the meeting, to each shareholder of record,
entitled to vote at such meeting and to any other shareholder entitled by the
Act or the Articles of Incorporation to receive notice of the meeting. Notice
shall be deemed to be effective at the earlier of: (1) the time of deposit in
the United States mail, addressed to the shareholder at his address as it
appears on the Corporation's current record of shareholders, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (3) when
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received; or (4) five days after deposit in the United States mail, if mailed
postage paid and correctly addressed to an address other than that shown in the
Corporation's current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
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different date, time, or place, notice need not be given of the new date, time
and place if the new date, time and place is announced at the meeting before
adjournment. But if a new record date for the adjourned meeting is or must be
fixed, as provided by Section 2.6 of the By-laws, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 5, to those
persons who are shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive notice of the meeting (or
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any notice required by the Act, Articles of Incorporation, or By-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the Corporation (either before or after the date and time of meeting stated in
the notice) for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the
matter when it is presented.
(d) Contents of Notice. The notice of each special shareholder meeting
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shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in
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this Section 5(d), or as provided in the Corporation's articles, or otherwise in
the Act, the notice of an annual shareholder meeting need not include a
description of the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either (1) a
proposed amendment to the Articles of Incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the Corporation's property; (4) the dissolution of the
Corporation; or (5) the removal of a Director, the notice must so state and be
accompanied by respectively a copy or summary of the (1) articles of amendment;
(2) plan of merger or share exchange; and (3) transaction for disposition of all
the Corporation's property. If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are or may be entitled to assert
dissenters' rights and must be accompanied by a copy of the relevant provisions
of the Act. If the Corporation issues or authorizes the issuance of shares for
promissory notes or for promises to render services in the future, the
Corporation shall report in writing to all the shareholders the number of shares
authorized or issued, and the consideration received with or before the notice
of the next shareholder meeting. Likewise, if the Corporation indemnifies or
advances expenses to a Director, as defined in N.C.G.S. Section 55-16-21 or any
other successor statutory provisions, this shall be reported to all the
shareholders with or before notice of the next shareholder's meeting.
Section 6. Record Date. For the purpose of determining shareholders
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entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for one or more voting groups for any such determination
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of shareholders, such record date in any case to be not more than sixty (60)
days immediately preceding the date of the meeting or the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, the close of business on
the day before the date on which notice of the meeting is first mailed to
shareholders shall be the record date for such 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 for the adjourned meeting, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.
Section 7. Shareholders List. Not later than two business days after the
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date notice of a meeting of shareholders is first given, the Secretary or other
office or person having charge of the stock transfer books of the Corporation
shall prepare an alphabetical list of the shareholders entitled to notice of
such meeting, with the address of and number of shares held by each shareholder,
arranged by voting group (and by class or series of shares within each voting
group), which list shall be kept on file at the principal office of the
Corporation (or such other place in the city where the meeting is to be held as
may be identified in the notice of the meeting) for the period commencing two
business days after notice of the meeting is first given and continuing through
such meeting, and which list shall be available for inspection by any
shareholder, or his or her agent or attorney, upon his or her demand, at any
time during regular business hours. This list shall also be produced and kept
open at the time and place of the meeting and shall be subject
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to inspection by any shareholder, or his or her agent or attorney, during the
whole time of the meeting and any adjournment thereof.
Section 8. Quorum. Except as otherwise provided in statute, or by the
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charter of the Corporation, or by these By-laws, the presence in person or by
proxy of holders of record of a majority of the shares entitled to vote at the
meeting shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority in interest of the
shareholders entitled to vote present in person or by proxy, may adjourn the
meeting from time to time. At any such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been there
present. The shareholders present in person or by proxy at a meeting at which a
quorum is present may continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
Section 9. Voting. At each meeting of shareholders every holder of record
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of shares entitled to vote shall be entitled to one vote for every share
standing in his name on the books of the Corporation and all questions, except
as otherwise provided by statute, or by the Articles of Incorporation, or by
these By-laws, shall be determined by a majority of the votes so cast. Persons
holding shares in a fiduciary capacity shall be entitled to vote the shares so
held. Any shareholder entitled to vote may vote by proxy, provided that the
instrument authorizing such proxy to act shall have been executed in writing by
the shareholder or his duly authorized attorney. No proxy shall be valid after
the expiration of eleven months from the date of its execution, unless the
person executing it shall have specified therein the length of time it is to
continue in force or limits its use to a particular meeting and in any event no
proxy shall be valid after ten years from the date of its execution. Each
instrument designating a proxy shall be
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exhibited to the Secretary of the meeting and shall be filed with the records of
the Corporation. Voting on all matters, except the election of Directors, shall
be by voice vote or by a show of hands except that if prior to voting on any
particular matter demand shall be made by or on behalf of the holders of not
less than one-tenth of the shares represented at such meeting that the vote
thereon be taken by ballot.
Section 10. Organization. Each meeting of shareholders shall be presided
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over by the Chief Executive Officer, or, in the absence or at the request of the
Chief Executive Officer, or, by such other officer as the Chief Executive
Officer or the Board of Directors may designate, or in their absence and in the
absence of such designation, by any person selected to preside by plurality vote
of the shares represented and entitled to vote at the meeting, with each share
having the same number of votes to which it would be entitled on any other
matter on which all shares represented and entitled to vote at the meeting would
be entitled to vote. The Secretary, or in the absence or at the request of the
Secretary, any person designated by the person presiding at the meeting, shall
act as Secretary of the meeting.
Section 11. Informal Action by Shareholders. Any action which may be
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taken by the shareholders at a meeting thereof may be taken without a meeting if
consent in writing, setting forth the action taken, shall be signed by all of
the persons who would be entitled to vote upon such action at a meeting and
filed with the Secretary of the Corporation. Any consent so filed with the
Secretary of the Corporation shall be filed in the corporate minute book in like
manner as minutes of a meeting. Any such consent shall have the same force and
effect as a unanimous vote of shareholders.
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ARTICLE III
Board of Directors
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Section 1. General Powers. The property, affairs and business of the
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Corporation shall be managed by the Board of Directors.
Section 2. Number, Term of Office and Qualification. The number of
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Directors shall be not less than one (1) and not more than five (5). Each
Director shall continue in office until the annual meeting of shareholders held
next after this election and until his successor shall have been duly elected
and qualified, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Directors need not be residents of
the State of North Carolina or shareholders of the Corporation.
Section 3. Election of Directors. Except as provided in Section 5 of this
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Article III, the Directors shall be elected at the annual meeting of
shareholders and the persons who shall receive the highest number of votes shall
be the elected Directors. If prior to voting for the election of Directors
demand therefore shall be made by or on behalf of any shares entitled to vote at
such meeting the election of Directors shall be by a ballot.
Section 4. Removal of Directors. The shareholders may remove one or more
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Directors at a meeting called for the purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without
cause unless the Articles of Incorporation provide that Directors may only be
removed with cause. 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
him. If cumulative voting is authorized, a Director may not be removed if the
number of votes sufficient to elect him under cumulative voting is voted against
his removal. If
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cumulative voting is not authorized, a Director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.
Section 5. Vacancies. A vacancy in the Board of Directors created by an
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increase in the authorized number of Directors shall be filled only by election
at an annual meeting of shareholders or at a special meeting of shareholders
called for that purpose. Any vacancy in the Board of Directors created other
than by an increase in the number of Directors may be filled by a majority of
the remaining Directors, though less than a quorum, or by the sole remaining
Director. The shareholders may elect a Director at any time to fill any vacancy
not filled by the Directors. In the event of the resignation of a Director to
take effect at a future date either the Board of Directors or the shareholders,
at any time after tender of such resignation, may elect a successor to such
Director to take office as of the effective date of such resignation.
Section 6. Compensation of Directors. The Board of Directors, in its
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discretion, may cause the Corporation to compensate Directors for their services
as Directors and may provide for the payment by the Corporation of all expenses
incurred by Directors in attending regular and special meetings of the Board.
No such payment shall preclude any Director from serving the Corporation in any
capacity and receiving compensation there for.
ARTICLE IV
Meetings of Directors
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Section 1. Regular Meetings. A regular annual meeting of the Board of
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Directors may be held immediately after the annual meeting of shareholders and
if not then held shall be held within a reasonable time thereafter.
Section 2. Special Meetings. Special meetings of the Board of Directors
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may be called by or at the request of the President.
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Section 3. Place of Meetings. All meetings of the Board of Directors
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shall be held at the principal office of the Corporation except that such
meetings may be held at such other place, within or outside the State of North
Carolina as may be designated in a duly executed waiver of notice of such
meeting or as may be otherwise agreed upon in advance of the meeting by a
majority of the Directors.
Section 4. Notice of Meetings. Regular meetings of the Board of Directors
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may be held without notice. Special meetings shall be called on not less than
two days' prior notice. Notice of a special meeting need not state the purpose
thereof and such notice shall be directed to each Director at his residence or
usual place of business by mail, cable, telegram or may be delivered personally.
The presence of a Director at a meeting shall constitute a waiver of notice of
that meeting except only when such Director attends the meeting solely for the
purpose of objecting to the transaction of any business thereat, on the grounds
that the meeting has not been lawfully called, and does not otherwise
participate in such meeting.
Section 5. Quorum and Manner of Acting. A majority of the number of
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Directors fixed by these By-laws as the number of Directors of the Corporation
shall constitute a quorum for the transaction of any business at any meeting of
the Board of Directors. Except as otherwise expressly provided in this Section,
the act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. The vote of seventy-five
percent (75%) of the Directors then holding office shall be required to adopt,
amend or repeal a By-law or to dissolve the Corporation pursuant to the
provisions of the Act without shareholder consent.
Section 6. Committees. The Board of Directors, by resolution adopted by a
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majority of the number of Directors then in office, may designate and appoint
from among its members
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one or more Committees, each consisting of two or more Directors, who shall
serve as members of such Committee at the pleasure of the Board of Directors.
Each such Committee, to the extent provided in such resolution, shall have and
may exercise all of the authority of the Board of Directors in the management of
the Corporation, except that no such Committee shall have authority to: (a)
authorize dividends or other distributions not permitted by applicable law to be
authorized by a Committee; (b) approve or propose to shareholders action that
applicable law requires to be approved by shareholders; (c) fill vacancies on
the Board of Directors or on any Committee; (d) amend the Articles of
Incorporation; (e) adopt, amend or repeal By-laws; (f) approve a plan of merger
not requiring shareholder approval; (g) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; (h) 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 to do so within limits
specifically prescribed by the Board of Directors; or (i) amend or repeal any
resolution of the Board of Directors that by its terms provides that it is not
so amendable or repealable. Nothing herein shall preclude the Board of Directors
from establishing and appointing any Committee, whether of Directors or
otherwise, not having or exercising the authority of the Board of Directors.
Section 7. Informal Action of Directors. Action taken by a majority of
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the Directors without a meeting shall constitute Board action 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, whether done before or after the action
so taken.
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Section 8. Resignations. Any Director may resign at any time by giving
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written notice to the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, or if no time is
specified therein, at the time such resignation is received by the President or
Secretary of the Corporation unless it shall be necessary to accept such
resignation before it becomes effective, in which event the resignation shall
take effect upon its acceptance by the Board of Directors. Unless otherwise
specified therein, the acceptance of any such resignation shall not be necessary
to make it effective.
ARTICLE V
Officers
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Section 1. Number of Officers. The Directors shall elect a President and
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may elect as additional officers of the Corporation one or more Vice Presidents,
a Secretary and a Treasurer, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any two offices
or more may be held by one person, except the offices of President and Secretary
must be held by different persons. No officer shall sign or execute any
document in more than one capacity.
Section 2. Election, Term of Office and Qualifications. Each officer,
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except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the Board of Directors and shall
hold office until the annual meeting of the Board of Directors held next after
his election or until his death or until he shall resign or shall have been
disqualified or shall have been removed from office.
Section 3. Subordinate Officers and Agents. The Board of Directors from
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time to time may appoint other officers or agents, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors from time to time may
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determine. The Board of Directors may delegate to any officer or agent the power
to appoint any subordinate officer or agent and to prescribe his respective
authority and duties.
Section 4. Removal. The officers specifically designated in Section 1 of
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this Article V may be removed, either with or without cause, by vote of a
majority of the whole Board of Directors at a special meeting of the Board
called for that purpose. The officers appointed in accordance with the
provisions of Section 3 of this Article V may be removed, either with or without
cause, by the Board of Directors, by a majority of the Directors present at any
meeting, or by any officer or agent upon whom such power of removal may be
conferred by the Board of Directors. The removal of any person from office shall
be without prejudice to the contract right, if any, of the person so removed.
Section 5. Resignations. Any officer may resign at any time by giving
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written notice to the Board of Directors or to the President or the Secretary of
the Corporation, or if he was appointed by an officer or agent in accordance
with Section 3 of this Article V, by giving written notice to the officer or
agent who appointed him. Any such resignation shall take effect upon its being
accepted by the Board of Directors or by the officer or agent appointing the
person so resigning.
Section 6. Vacancies. A vacancy in any office because of death,
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resignation, removal or disqualification, or any other cause, shall be filled
for the unexpired portion of the term in the manner prescribed by these By-laws
for regular appointments or elections to such offices.
Section 7. President. The President shall be the Chief Executive Officer
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of the Corporation, and, subject to the instructions of the Board of Directors,
shall have general charge of the business, affairs and property of the
Corporation and control over its other officers, agents and employees. He shall
preside at all meetings of the shareholders and of the Board of
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Directors at which he may be present. The President shall do and perform such
other duties as from time to time may be assigned to him by the Board of
Directors.
Section 8. Vice President. At the request of the President, or in his
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absence or disability, the Vice President, and if there be more than one Vice
President designated by the Board of Directors, or in the absence of such
designation, the Vice President designated by the President, shall perform all
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. The Vice Presidents shall
perform such other duties and have such authority as from time to time may be
assigned to them by the Board of Directors.
Section 9. Secretary. The Secretary shall keep the minutes of the
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meetings of shareholders and of the Directors, and shall see that all notices
are duly given in accordance with the provisions of these By-laws or as required
by law. He shall be custodian of the records, books, reports, statements,
certificates, and other documents of the Corporation and of the seal of the
Corporation, and see that the seal is affixed to all share certificates prior to
their issuance and to all documents requiring such seal. In general he shall
perform all duties and possess all authority incident to the office of the
Secretary, and he shall perform such other duties and have such other authority
as from time to time may be assigned to him by the Board of Directors.
Section 10. Treasurer. The Treasurer shall have supervision over the
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funds, securities, receipts and disbursements of the Corporation. He shall keep
full and accurate accounts of the Corporation in books especially provided for
that purpose, and he shall cause a true statement of its assets and liabilities,
of the results of its operations and of changes in surplus for each fiscal year,
all in reasonable detail, including particulars as to convertible securities
then outstanding, to be made and filed at the registered or principal office of
the Corporation within four months after
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the end of such fiscal year. The statement so filed shall be kept available for
inspection by any shareholder for a period of ten years and the Treasurer shall
mail or otherwise deliver a copy of the latest such statement to any shareholder
upon his written request for the same. He shall in general perform all duties
and have all authority incident to the office of Treasurer and shall perform
such other duties and have such other authority as from time to time may be
assigned or granted to him by the Board of Directors. He may be required to give
a bond for the faithful performance of his duties in such form and amount as the
Board of Directors may determine.
Section 11. Assistant Secretaries and Treasurers. The Assistant
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Secretaries and Assistant Treasurers, if any, shall, in the absence or
disability of the Secretary or the Treasurer, respectively, have all the powers
and perform all of the duties of those officers, and they shall in general
perform such other duties as shall be assigned to them by the Secretary or
Treasurer, respectively, or by the President or the Board.
Section 12. Duties of Officers May Be Delegated. In case of the absence
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of any officer of the Corporation or for any other reason that the Board may
deem sufficient, the Board may delegate the powers or duties of such officer to
any other officer or to any Director for the time being provided a majority of
the entire Board of Directors concurs therein.
Section 13. Salaries of Officers. No officer of the Corporation shall be
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prevented from receiving a salary as such officer or from voting thereon by
reason of the fact that he is also a Director of the Corporation. The salaries
of the officers of the Corporation, including such officers as may be Directors
of the Corporation, shall be fixed from time to time by the Board of Directors,
in its discretion, except that the Board of Directors may delegate to any
officer who has been given power to appoint subordinate officers or agents, as
provided in Section 3 of this
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Article V, the authority to fix the salaries or other compensation of any such
officers or agents appointed by him.
ARTICLE VI
Indemnification of Directors, Officers, Agents and Employees
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Section 1. Indemnification. Any person who at any time serves or has
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served as a Director of the Corporation shall have a right to be indemnified by
the Corporation to the fullest extent permitted by law against (a) expenses,
including reasonable attorneys' fees, actually and necessarily incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, whether
formal or informal, and whether or not brought by or on behalf of the
Corporation, arising out of his status as such Director, or his service, at the
request of the Corporation as a Director, officer, partner, trustee, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan, or
his activities in any of the foregoing capacities, and (b) any liability
incurred by him, including, without limitation, satisfaction of any judgment,
money decree, fine (including any excise tax assessed with respect to an
employee benefit plan), penalty or settlement, for which he may have become
liable in connection with any such action, suit or proceeding.
The Board of Directors of the Corporation shall take all such action as may
be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this By-law, including, without limitation, to the
extent necessary, (a) making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and (b) giving notice to and obtaining approval by the shareholders of the
Corporation.
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Expenses incurred by a Director in defending an action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director to pay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation against such expenses.
Any person who at any time after the adoption of this By-law serves or has
served as a Director 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, and any modification or repeal of these provisions for
indemnification shall be prospective only and shall not affect any rights or
obligations existing at the time of such modification or repeal. Such right
shall inure to the benefit of the legal representatives of any such person,
shall not be exclusive of any other rights to which such person may be entitled
apart from the provisions of this By-law, and shall not be limited by the
provisions for indemnification in Sections 55-8-51 through 55-8-56 of the Act or
any successor statutory provisions.
Any person who is entitled to indemnification by the Corporation hereunder
shall also be entitled to reimbursement of reasonable costs, expenses and
attorneys' fees incurred in obtaining such indemnification.
ARTICLE VII
Contracts, Loans, Deposits, Checks, Drafts, Etc.
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Section 1. Contracts. Except as otherwise provided in these By-laws, the
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Board of Directors may authorize any officer or officers, agent or agents, to
enter into any contract or to execute or deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
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Section 2. Loans. No loans shall be contracted on behalf of the
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Corporation and no evidence of indebtedness shall be issued in its name, unless
and except as authorized by the Board of Directors. Any officer or agent of the
Corporation thereunto so authorized may effect loans or advances for the
Corporation and for such loans or advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
Any such officer or agent, when thereunto so authorized, may mortgage, pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness, and liabilities of the Corporation any real property and
all stocks, bonds, other securities and other personal property at any time held
by the Corporation, and to that end may endorse, assign and deliver the same,
and do every act and thing necessary or proper in connection therewith. Such
authority may be general or confined to specific instances.
Section 3. Deposits. All funds of the Corporation shall be deposited from
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time to time to the credit of the Corporation in such banks or trust companies
or with such bankers or other depositories as the Board of Directors may select,
or as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may from time to time be given by the Board of
Directors.
Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks
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and endorsements or other evidences of indebtedness shall be signed by the
President or Vice President and by the Secretary or the Treasurer, or in such
other manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories will be made by the President or Treasurer or by any
officer or agent who may be designated by resolution of the Board of Directors
in such manner as such resolution may provide.
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Section 5. Proxies. Any share in any other Corporation which may from
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time to time be held by the Corporation may be represented and voted at any
meeting of shareholders of such other Corporation by any person or person
thereunto authorized by the Board of Directors or if no one be so authorized, by
the President or a Vice President or by any proxy appointed in writing by the
President or Vice President.
ARTICLE VIII
Certificates for Shares and Their Transfer
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Section 1. Certificates for Shares. Certificates for shares of the
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Corporation shall be in such form as shall be approved by the Board of
Directors. They shall be signed by the President or Vice President and by the
Secretary or Treasurer and sealed with the seal of the Corporation, and which
seal may be a facsimile, engraved or printed.
Section 2. Shares Without Certificates.
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(a) Issuing Shares Without Certificates. Unless the Articles of
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Incorporation provide otherwise, the Board of Directors may authorize the
issuance of some or all the shares of any or all of its classes or series
without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the Corporation.
(b) Information Statement Required. Within a reasonable time after the
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issue or transfer of shares without certificates, the Corporation shall send the
shareholder a written statement containing at minimum:
(1) the name of the issuing Corporation and that it is organized under the
law of this state;
(2) the name of the person to whom issued; and
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(3) the number and class of shares and the designation of the series, if
any, of the issued shares.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series and the authority of the Board of Directors to determine variations
for future series.
Section 3. Transfer of Shares. A book shall be kept containing the names
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of all shareholders of the Corporation, showing their places of residence, the
number of shares held by them respectively, and the time when they respectively
become the owners thereof. Transfers of the shares of the Corporation shall be
made on the books of the Corporation at the direction of the record holder
thereof or his attorney thereunto duly authorized by a power of attorney duly
executed and filed with the Secretary, or with the transfer agent, if any, for
such shares, and the surrender of the certificate or certificates for such
shares properly endorsed. The Corporation shall be entitled to treat the holder
of record of any share or shares as the holder and owner thereof and shall not
be bound to recognize any legal, equitable, or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
the laws of the State of North Carolina.
Section 4. Registration of the Transfer of Shares. Registration of the
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transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation. In order to register a transfer, the record owner
shall surrender the shares to the Corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the Corporation has
established a
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procedure by which a beneficial owner of shares held by a nominee is to be
recognized by the Corporation as the owner, 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. Lost or Destroyed Certificates. The holder of any share or
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shares of the Corporation shall immediately notify the Corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the Corporation
with the approval of the Board of Directors may issue a new certificate of such
share or shares in the place of such certificate theretofore issued by it
alleged to have been lost, destroyed, stolen or mutilated. The Board of
Directors in its discretion may require the owner of the certificate alleged to
have lost, destroyed, stolen or mutilated, or his legal representative to give
the Corporation and its transfer agent and its registrar, if any, before the
issuance of such new certificate, a bond of indemnity in such sum and in such
form and with such surety or sureties as the Board of Directors may direct or
the Board may authorize the issuance of such new certificate without requiring
such bond.
Section 6. Regulations. The Board of Directors may make such rules and
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regulations as it may deem expedient concerning the issuance and transfer of
certificates for shares of the Corporation and may appoint transfer agents or
registrars, or both, and may require all certificates of stock to bear the
signature of either or both.
Section 7. Restrictions on Transfer of Shares. The purchase, sale, or
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other transfer of shares of the Corporation, whether directly or indirectly, by
inter vivos transfer or otherwise, may be restricted or limited by agreements
between the Corporation and the shareholders or by agreements between the
respective shareholders, or both, provided such agreements are executed in
accordance with all applicable laws pertaining to such agreements and a copy of
any such agreements is filed with the Secretary of the Corporation within ninety
(90) days of its execution.
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When so filed, said agreements shall become a part of these By-laws as if fully
expressed herein and shall be binding upon the Corporation and its shareholders
whether or not the Corporation or its shareholders are actual parties to the
said agreements.
ARTICLE IX
General Provisions
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Section 1. Corporate Seal. The corporate seal shall be in such form as
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shall be approved from time to time by the Board of Directors.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
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established by resolution of the Board of Directors.
Section 3. Waiver of Notice. Whenever any notice is required to be given
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to any shareholder or Director under the provisions of the Act or under the
provisions of the Articles of Incorporation or By-laws of this 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.
Section 4. Dividends. The Board of Directors may, from time to time
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declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Articles of
Incorporation of the Corporation. The Board of Directors may fix in advance a
record date for determining the shareholders entitled to a dividend. If such
record date is not fixed by the Board of Directors, the date the Board of
Directors authorizes such dividend shall be the record date.
Section 5. Construction. All references in these By-laws to "shareholder"
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or "shareholders" refer to the person or persons in whose names shares are
registered in the records of the Corporation, except to the extent that a
beneficial owner of shares that are registered in the
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name of a nominee is recognized by the Corporation as a "shareholder" in
accordance with a procedure therefore that the Corporation may, but need not,
establish pursuant to applicable law. All personal pronouns used in these By-
laws shall include persons of any gender. All terms used herein and not
specifically defined herein but defined in the Act shall have the same meanings
herein as given under the Act, unless the context otherwise requires.
Section 6. Amendments. Except as otherwise provided, these By-laws may be
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amended or repealed and new By-laws 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 not have power to adopt
a By-law: (1) requiring more than a majority of the voting share 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 other than
by the Board of Directors or its Executive Committee, (3) increasing or
decreasing the number of Directors, (4) clarifying and staggering the election
of Directors. The shareholders may make, alter, amend and repeal the By-laws of
the Corporation at any annual meeting or at a special meeting called for such
purpose and By-laws adopted by the Directors may be altered or repealed by the
shareholders. No By-law adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors.
Dated this the 30th day of November, 1995.
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