EXHIBIT 3(b)
BYLAWS OF
PICCADILLY CAFETERIAS, INC.
(The "Company")
As amended through June 19, 1995
ARTICLE I
Offices
Section 1.1. Offices. The principal business office of the Company
shall be at Baton Rouge, Louisiana. The Company may have such other business
offices within or without the State of Louisiana as the board of directors may
from time to time establish.
ARTICLE II
Capital Stock
Section 2.1. Certificate Representing Shares. Shares of the capital
stock of the Company shall be represented by certificates in such form or
forms as the board of directors may approve, provided that such form or forms
shall comply with all applicable requirements of law or of the articles of
incorporation. Such certificates shall be signed by the chief executive
officer, or an executive vice president, and by the secretary or an assistant
secretary, of the Company and may be sealed with the seal of the Company or
imprinted or otherwise marked with a facsimile of such seal. In the case of
any certificate countersigned by any transfer agent or registrar, provided
such countersigner is not the Company itself or an employee thereof, the
signature of any or all of the foregoing officers of the Company may be
represented by a printed facsimile thereof. If any officer whose signature,
or a facsimile thereof, shall have been set upon any certificate shall cease,
prior to the issuance of such certificate, to occupy the position in right of
which his signature, or facsimile thereof, was so set upon such certificate,
the Company may nevertheless adopt and issue such certificate with the same
effect as if such officer occupied such position as of such date of issuance;
and issuance and delivery of such certificate by the Company shall constitute
adoption thereof by the Company. The certificates shall be consecutively
numbered, and as they are issued, a record of such issuance shall be entered
in the books of the Company.
Section 2.2. Stock Certificate Book and Shareholders of Record. In the
absence of a duly appointed transfer agent or registrar, the secretary of the
Company shall maintain, among other records, a stock certificate book, the
stubs in which shall set forth the names and addresses of the holders of all
issued shares of the Company, the number of shares held by each, the number of
certificates representing such shares, the date of issue of such certificates,
and whether or not such shares originate from original issue or from transfer.
The names and addresses of shareholders as they appear on the stock
certificate book shall be the official list of shareholders of record of the
Company for all purposes. The Board of Directors may appoint a transfer agent
or registrar to maintain the stock register and to record transfer of shares
thereon. The Company shall be entitled to treat the holder of record of any
shares as the owner thereof for all purposes, and shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or any
rights deriving from such shares on the part of any other person, including,
but without limitation, a purchaser, assignee, or transferee, unless and until
such other person becomes the holder of record of such shares, whether or not
the Company shall have either actual or constructive notice of the interest of
such other person.
Section 2.3. Shareholder's Change of Name or Address. Each shareholder
shall promptly notify the secretary of the Company, at its principal business
office, by written notice sent by certified mail, return receipt requested, of
any change in name or address of the shareholder from that as it appears upon
the official list of shareholders of record of the Company. The secretary of
the Company shall then enter such changes into all affected Company records,
including, but not limited to, the official list of shareholders of record.
Section 2.4. Transfer of Stock. The shares represented by any
certificate of the Company are transferable only on the books of the Company
by the holder of record thereof or by his duly authorized attorney or legal
representative upon surrender of the certificate for such shares, properly
endorsed or assigned. The board of directors may make such rules and
regulations concerning the issue, transfer, registration and replacement of
certificates as they deem desirable or necessary.
Section 2.5. Transfer Agent and Registrar. The board of directors may
appoint one or more transfer agents or registrars of the shares, or both and
may require all share certificates to bear the signature of a transfer agent
or registrar, or both.
Section 2.6. Lost, Stolen or Destroyed Certificates. The Company may
issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
board of directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to furnish an affidavit as to such
loss, theft, or destruction and to give a bond in such form and substance, and
with such surety or sureties, with fixed or open penalty, as the board may
direct, in order to indemnify the Company and its transfer agents and
registrars, if any, against any claim that may be made on account of the
alleged loss, theft or destruction of such certificate.
Section 2.7. Fractional Shares. Only whole shares of the stock of the
Company shall be issued. In case of any transaction by reason of which a
fractional share might otherwise be issued, the directors, or the officers
in their exercise of powers delegated by the directors, shall take such
measures consistent with the law, the articles of incorporation and these
bylaws, including (for example, and not by way of limitation) the payment in
cash of an amount equal to the fair value of any fractional share, as they may
deem proper to avoid the issuance of any fractional share.
ARTICLE III
Shareholders Meetings
Section 3.1. Annual Meeting. Commencing in the calendar year 1979, the
annual meeting of the shareholders, for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held at the principal office of the Company, at 10:00 a.m. local
time, on the first Monday in November of each year unless such day is a legal
holiday, in which case such meeting shall be held at such hour on the first
day thereafter which is not a legal holiday; or at such other place and time
as may be designated by the board of directors. Failure to hold any annual
meeting or meetings shall not work a forfeiture or dissolution of the Company.
Section 3.2. Special Meeting. Special meetings of shareholders may be
called at any time by the chief executive officer or the board of directors.
At any time, upon written request of any shareholder or shareholders holding
in the aggregate one-tenth of the total voting power, the secretary shall call
a special meeting of shareholders to be held at the registered office at such
time as the secretary may fix, not less than fifteen nor more than sixty days
after the receipt of said request, and if the secretary shall neglect or
refuse to fix such time or to give notice of the meeting, the shareholder or
shareholders making the request may do so.
ARTICLE IV
The Board of Directors
Section 4.1. Number, Qualifications and Term. The business and affairs
of the Company shall be managed and controlled by the board of directors; and,
subject to any restrictions imposed by law, by the articles of incorporation,
or by these bylaws, the board of directors may exercise all the powers of the
Company. The board of directors shall consist of that number of members fixed
in a resolution of the board of directors. Directors need not be residents of
Louisiana or shareholders of the Company absent provision to the contrary in
the articles of incorporation or laws of the State of Louisiana. The term of
office of directors and the method of removing directors and appointing
persons to fill vacancies on the board of directors, shall be as set forth in
the articles of incorporation.
Section 4.2. Regular Meetings. Regular meetings of the board of
directors shall be held immediately following each annual meeting of
shareholders, at the place of such meeting, and at such other times and places
as the board of directors shall determine. No notice of any kind of such
regular meetings needs to be given to either old or new members of the board
of directors.
Section 4.3. Special Meetings. Special meetings of the board of
directors shall be held at any time by call of the chief executive officer,
president, the secretary or by a majority of the directors. The secretary
shall give notice of each special meeting to each director at his usual
business or residence address by mail at least three days before the meeting
or by telegraph or telephone at least one day before such meeting. Except as
otherwise provided by law, by the articles of incorporation, or by these
bylaws, such notice need not specify the business to be transacted at, or the
purpose of, such meeting. No notice shall be necessary for any adjournment of
any meeting. The signing of a written waiver of notice, of any special
meeting by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be equivalent to the receiving of such
notice. Attendance of a director at a meeting shall also constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express and announced purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.
Section 4.4. Quorum. A majority of the number of directors fixed by
these bylaws shall constitute a quorum for the transaction of business and act
of not less than a majority of such quorum of the directors shall be required
in order to constitute the act of the board of directors, unless the act of a
greater number shall be required by law, by the articles of incorporation or
by these bylaws.
Section 4.5. Procedure at Meetings. The board of directors, at each
regular meeting held immediately following the annual meeting of shareholders,
shall appoint one of their number as chairman of the board of directors. The
chairman of the board shall preside at meetings of the board. In his absence
at any meeting, any officer authorized by these bylaws or any member of the
board selected by the members present shall preside. The secretary of the
Company shall act as secretary at all meetings of the board. In his absence,
the presiding officer of the meeting may designate any person to act as
secretary. At meetings of the board of directors, the business shall be
transacted in such order as the board may from time to time determine.
Section 4.6. Presumption of Assent. Any director of the Company who is
present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the Company
immediately after adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
Section 4.7. Action Without a Meeting. Any action required by statute to
be taken at a meeting of the directors of the Company, or which may be taken
at such meeting, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by each director entitled
to vote at such meeting, and such consent shall have the same force and effect
as a unanimous vote of the directors. Such signed consent, or a signed copy
thereof, shall be placed in the minute book of the Company.
Section 4.8. Compensation. Directors, by resolution of the board of
directors, shall receive such compensation and reimbursement for expense as
the board of directors may establish. Nothing herein shall preclude any
director from serving the Company in any other capacity or receiving
compensation therefor.
Section 4.9. Executive Committee. The board of directors, by resolution
adopted by a authority of the number of directors fixed by these bylaws, may
designate an executive committee, which committee shall consist of two or more
of the directors of the Company. Such executive committee may exercise such
majority of the board of directors in the business and affairs of the Company
as the board of directors may by resolution duly delegate to it except as
prohibited by law. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors, or
any member thereof, of any responsibility imposed upon it or him by law. Any
member of the executive committee may be removed by the board of directors by
the affirmative vote of a majority of the number of directors fixed by the
bylaws whenever in the judgment of the board the best interests of the Company
will be served thereby.
The executive committee shall keep regular minutes of its proceedings
and report the same to the board of directors when required. The minutes of
the proceedings of the executive committee shall be placed in the minute book
of the Company.
Section 4.10. Advisory Board. The board of directors may for its
convenience, and at its discretion, appoint an advisory board. Members of the
advisory board will be appointed from time to time and will serve at the
pleasure of the board of directors. The duty of such members will be to meet
annually and to consult with the board of directors, at the request of the
board of directors. No minutes of the proceedings of any such board shall be
kept. Each member of any such board shall receive such compensation for such
membership and such reimbursement of expenses actually incurred as the board
of directors may determine.
ARTICLE V
Officers
Section 5.1. Number. The officers of the Company shall consist of a
chairman of the board of directors, a chief executive officer, a president,
one or more senior executive vice presidents, executive vice presidents, and
vice presidents, a secretary and a treasurer; and, in addition, such other
officers and assistant officers and agents as may be deemed necessary or
desirable. Officers shall be elected or appointed by the board of directors.
Any two or more offices may be held by the same person except that the
president and secretary shall not be the same person. In its discretion, the
board of directors may leave unfilled any office except those of chief
executive officer, president, treasurer and secretary.
Section 5.2. Election; Term; Qualification. Officers shall be chosen by
the board of directors annually at the meeting of the board of directors
following the annual shareholders' meeting. Each officer shall hold office
until his successor has been chosen and qualified, or until his death,
resignation, or removal.
Section 5.3. Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interests of the Company will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not
of itself create any contract rights.
Section 5.4. Vacancies. Any vacancy in any office for any cause may be
filled by the board of directors at any meeting.
Section 5.5. Duties. The officers of the Company shall have such powers
and duties, except as modified by the board of directors, as generally pertain
to their offices, respectively, as well as such powers and duties as from time
to time shall be conferred by the board of directors and by these bylaws.
Section 5.6A. The Chairman of the Board. The directors may elect from
their number a Chairman of the Board who shall be an officer of the Company
and who shall preside at all meetings of the Board of Directors. He shall
perform such duties as the Board of Directors may prescribe.
Section 5.6B. The Chief Executive Officer. The Chief Executive Officer
of the Company shall have general direction of the operations of the Company
and general supervision over its officers, subject, however, to the control of
the board of directors. He shall at each annual meeting, and from time to
time, report to the shareholders and to the board of directors all matters
within his knowledge which, in his opinion, the interest of the Company may
require to be brought to the notice of such persons. He may sign, with the
secretary, any or all certificates of stock of the Company. Without in any
way limiting powers otherwise granted to him or to any other officer, he shall
be authorized to sign and execute in the name of the Company all contracts or
other instruments in the usual and regular course of business, pursuant to
section 6.2 hereof, and to execute leases, sales, easements, servitudes,
restrictive covenants, mortgages and other encumbrances on behalf of the
corporation containing such terms and conditions as he may deem appropriate
and in the best interest of the corporation. The chief executive officer in
general shall perform all duties incident to the office of the chief executive
officer and such other duties from time to time may be assigned to him by the
board of directors or as are prescribed by these bylaws.
Section 5.6C. The President. At the request of the chief executive
officer, or in his absence or disability, the president shall perform the
duties of the chief executive officer, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the chief executive
officer. Any action taken by the president in the performance of the duties
of the chief executive officer shall be conclusive evidence of the absence or
inability to act of the chief executive officer at the time such action was
taken. The president shall perform such other duties as may, from time to
time, be assigned him by the board of directors, the chairman of the board or
the chief executive officer. The president may sign, with the secretary,
certificates of stock of the Company.
Section 5.7A. The Senior Executive Vice Presidents. At the request of
the chief executive officer, or in his and the president's absence or
disability, the senior executive vice presidents, in the order of their
election, shall perform the duties of the chief executive officer, or, if so
requested by the chief executive officer, the duties of the president, and,
when so acting, shall have all the powers of, and be subject to all
restrictions upon, such office. Any action taken by a senior executive vice
president in the performance of the duties of the chief executive officer or
president shall be conclusive evidence of the absence or inability to act of
the chief executive officer or president at the time such action was taken.
The senior executive vice presidents shall perform such other duties as may,
from time to time, be assigned to them by the board of directors, the chairman
of the board of directors or the president. A senior executive vice president
may sign, with the secretary, certificates of stock of the Company.
Section 5.7B. Executive Vice Presidents. The executive vice presidents
shall perform such duties and have such powers as the board of directors may
prescribe and as the chief executive officer, president or a senior executive
vice president may assign or authorize by delegation, subject to the general
supervision of such delegating officer.
Section 5.7C. Vice Presidents. The vice presidents shall perform such
duties and have such powers as the board of directors may prescribe and as the
chief executive officer, president, a senior executive vice president or an
executive vice president may assign or authorize by delegation, subject to the
general supervision of such delegating officer.
Section 5.8. Secretary. The secretary shall keep the minutes of all
meetings of the shareholders, of the board of directors, and of the executive
committee, if any, of the board of directors, in one or more books provided
for such purpose and shall see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law. He shall be
custodian of the corporate records and of the seal of the Company and see that
the seal of the Company is affixed to all documents the execution of which on
behalf of the Company under its seal is duly authorized; shall have general
charge of the stock certificate books, transfer books and stock ledgers, and
such other books and papers of the Company as the board of directors may
direct, all of which shall, at all reasonable times, be open to the
examination of any director, upon application at the office of the Company
during business hours; and in general shall perform all duties and exercise
all powers incident to the office of the secretary and such other duties and
powers as the board of directors, the chief executive officer or the president
from time to time may assign to or confer on him.
Section 5.9. Treasurer. The treasurer shall keep complete and accurate
records of account, showing at all times the financial condition of the
Company. He shall be the legal custodian of all money, notes, securities and
other valuables which may from time to time come into the possession of the
Company. He shall furnish at meetings of the board of directors, or whenever
requested, a statement of the financial condition of the Company, and shall
perform such other duties as these bylaws may require or the board of
directors may prescribe.
Section 5.10. Assistant Officers. Any assistant secretary or assistant
treasurer appointed by the board of directors shall have power to perform, and
shall perform, all duties incumbent upon the secretary or treasurer of the
Company, respectively, subject to the general direction of such respective
officers, and shall perform such other duties as these bylaws may require or
the board of directors may prescribe.
Section 5.11. Salaries. The salaries or other compensation of the
officers shall be fixed from time to time by the board of directors. No
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he is also a director of the Company.
Section 5.12. Bonds of Officers. The board of directors may secure the
fidelity of any officer of the Company by bond or otherwise, on such terms and
with such surety or sureties, conditions, penalties or securities as shall be
deemed proper by the board of directors.
Section 5.13. Delegation. The board of directors may delegate
temporarily the powers and duties of any officer of the Company, in case of
his absence or for any other reason, to any other officer, and may authorize
the delegation by any officer of the Company of any of his powers and duties
to any agent or employee, subject to the general supervision of such officer.
ARTICLE VI
Miscellaneous
Section 6.1. Dividends. Dividends on the outstanding shares of the
Company, subject to the provisions of the articles of incorporation, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid by the Company in cash, in property, or in the
Company's own shares, but only out of the unreserved and unrestricted earned
surplus of the Company, except as otherwise allowed by law.
Subject to limitations upon the authority of the board of directors
imposed by law or by the articles of incorporation, the declaration of and
provision for payment of dividends shall be at the discretion of the board of
directors.
Section 6.2. Contracts. The chief executive officer shall have the power
and authority to execute, on behalf of the Company, contracts or instruments
in the usual and regular course of business, and in addition the board of
directors, chairman or the chief executive officer may authorize any officer
or officers, agent or agents, of the Company to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Company, and such authority may be general or confined to specific instances.
Unless so authorized by the board of directors or the chief executive officer,
or by these bylaws, no officer, agent or employee shall have any power or
authority to bind the Company by any contract or engagement, or to pledge its
credit or to render it pecuniarily liable for any purpose or in any amount.
Section 6.3. Checks, Drafts, etc. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Company shall be signed by such officers or employees of the
Company as shall from time to time be authorized pursuant to these bylaws or
by resolution of the board of directors.
Section 6.4. Depositories. All funds of the Company shall be deposited
from time to time to the credit of the Company in such banks or other
depositories as the board of directors may from time to time designate, and
upon such terms and conditions as shall be fixed by the board of directors.
The board of directors may from time to time authorize the opening and
maintaining within any such depository as it may designate, of general and
special accounts, and may make such special rules and regulations with respect
thereto as it may deem expedient.
Section 6.5. Endorsement of Stock Certificates. Subject to the specific
directions of the board of directors, any share or shares of stock issued by
any corporation and owned by the Company, including required shares of the
Company's own stock, may for sale or transfer, be endorsed in the name of the
Company by the chief executive officer, president or any senior executive vice
president; and such endorsement may be attested or witnessed by the secretary
or any assistant secretary either with or without the affixing thereto of the
corporate seal.
Section 6.6. Corporate Seal. The corporate seal shall be in such form as
the board of directors shall approve, and such seal, or a facsimile thereof,
may be impressed on, affixed to, or in any manner reproduced upon, instruments
of any nature required to be executed by officers of the Company.
Section 6.7. Fiscal Year. The fiscal year of the Company shall begin and
end on such dates as the board of directors at any time shall determine.
Section 6.8. Books and Records. The Company shall keep correct and
complete books and records of account and shall keep minutes of the
proceedings of its shareholders and board of directors, and shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of the shares held
by each.
Section 6.9. Resignations. Any director or officer may resign at any
time. Such resignations shall be made in writing and shall take effect at the
time specified therein, or, if no time is specified, at the time of its
receipt by the chief executive officer or secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.
Section 6.10. Indemnification of Officers and Directors. The Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right of
the Company), by reason of the fact that he is or was a director or officer of
the Company against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
however, in case of action by or in the right of the Company, the indemnity
shall be limited to expenses (including attorneys' fees and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the action to conclusion) actually and
reasonably incurred in connection with the defense or settlement of such
action and no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable for willful or intentional misconduct in the performance of his duty to
the Company unless and only to the extent that the court shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper. The indemnification
provided by or granted pursuant to this Section 6.10 shall not be deemed
exclusive of any other rights to which the person indemnified is entitled
under any law, statute, by-law, agreement, authorization of shareholders or
directors, regardless of whether directors authorizing such indemnification
are beneficiaries thereof, or otherwise, and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his heirs and legal representatives. If any indemnification which
would otherwise be granted by this section 6.10 shall be disallowed by any
competent court or administrative body as illegal or against public policy,
then any director or officer with respect to whom such adjudication was made,
and any other officer or director, shall be indemnified to the fullest extent
permitted by law and public policy, it being the express intent of the Company
to indemnify its officers and directors to the fullest extent possible in
conformity with these bylaws, all applicable laws, and public policy.
Section 6.11. Meetings by Telephone. Subject to the provisions required
or permitted by these bylaws or the laws of the State of Louisiana for notice
of meetings, shareholders, members of the board of directors, or members of
any committee designated by the board of directors may participate in and hold
any meeting required or permitted under these bylaws by telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE VII
Amendments
Section 7.1. Amendments. These bylaws may be altered, amended, or
repealed, or new bylaws may be adopted, by a majority of the board of
directors at any duly held meeting of directors or by the holders of a
majority of the shares represented at any duly held meeting of shareholders;
provided that notice of such proposed action shall have been contained in the
notice any such meeting.
__________________________