BYLAWS OF
PICCADILLY CAFETERIAS, INC.
(AS AMENDED AND RESTATED MARCH 12, 1999)
ARTICLE I
OFFICES
Section 1.1 OFFICES. The principal business office of Piccadilly
Cafeterias, Inc. (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 is 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 this 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 variety of 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 or 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 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.
Section 3.3 BUSINESS BROUGHT BEFORE MEETINGS. At any meeting of
the shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. Nominations for the election
of directors at a meeting at which directors are to be elected may be
made by or at the direction of the board of directors, or a committee
duly appointed thereby, or by any shareholder of record entitled to vote
generally for the election of directors who complies with the procedures
set forth in Section 3.4 below. Other matters to be properly brought
before a meeting of the shareholders must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of
the board of directors, including matters covered by Rule 14a-8 of the
Securities and Exchange Commission, (b) otherwise properly brought
before the meeting by or at the direction of the board of directors, or
(c) otherwise properly brought before the meeting by any shareholder of
record entitled to vote at such meeting who complies with the procedures
set forth in Section 3.4 below.
Section 3.4 REQUIRED NOTICE. A notice of the intent of a
shareholder to make a nomination or to bring any other matter before a
shareholder's meeting shall be made in writing and received by the
Secretary of the Company not more than 160 days and not less than 120 days
in advance of the date in the current year that corresponds to the date on
which proxy materials were first mailed by the Company in connection with
the previous year's annual meeting, or, in the event of a special meeting
of shareholders or an annual meeting scheduled to be held either 30 days
earlier or later than such anniversary date, such notice shall be received
by the Secretary of the Company within 15 days of the earlier of the date
on which notice of such meeting is first mailed to shareholders or public
disclosure of the meeting date is made.
Section 3.5 Contents of Notice. Every such notice by a
shareholder shall set forth:
(a) the name, age, business address and residential address of
the shareholder of record who intends to make a nomination or bring up
any other matter, and any beneficial owner or other person acting in
concert with such shareholder;
(b) a representation that the shareholder is a holder of
record of shares of the Company's capital stock that accord such
shareholder the voting rights specified in Section 3.3 above and that
the shareholder intends to appear in person at the meeting to make the
nomination or bring up the matter specified in the notice;
(c) with respect to any notice of an intent to make a
nomination, a description of all agreements, arrangements or
understandings among the shareholder, any person acting in concert with
the shareholder, each proposed nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder;
(d) with respect to any notice of an intent to make a
nomination, (i) the name, age, business address and residential address
of each person proposed for nomination, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of
capital stock of the Company of which such person is the beneficial
owner, and (iv) any other information relating to such person that would
be required to be disclosed in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had such nominee
been nominated by the board of directors; and
(e) with respect to any notice of an intent to bring up any
other matter, a complete and accurate description of the matter, the
reasons for conducting such business at the meeting, and any material
interest in the matter of the shareholder and the beneficial owner, if
any, on whose behalf the proposal is made.
Section 3.6 OTHER REQUIRED INFORMATION. Notice of an intent to
make a nomination shall be accompanied by the written consent of each
nominee to serve as a director of the Company if so elected. The
Company may require any proposed nominee to furnish such other
information or certifications as may be reasonably required by the
Company to determine the eligibility and qualifications of such person
to serve as a director.
Section 3.7 DISQUALIFICATION OF CERTAIN PROPOSALS. With respect
to any proposal by a shareholder to bring before a meeting any matter
other than the nomination of directors, the following shall govern:
(a) If the Secretary of the Company has received sufficient
notice of a proposal that may properly be brought before the meeting, a
proposal sufficient notice of which is subsequently received by the
Secretary and that is substantially duplicative of the first proposal
shall not be properly brought before the meeting. If in the judgment of
the board of directors a proposal deals with substantially the same
subject matter as a prior proposal submitted to shareholders at a
meeting held within the preceding five years, it shall not be properly
brought before any meeting held within three years after the latest such
previous submission if (i) the proposal was submitted at only one
meeting during such preceding period and it received affirmative votes
representing less than 3% of the total number of votes cast in regard
thereto, (ii) the proposal was submitted at only two meetings during
such preceding period and it received at the time of its second
submission affirmative votes representing less than 6% of the total
number of votes cast in regard thereto, or (iii) the proposal was
submitted at three or more meetings during such preceding period and it
received at the time of its latest submission affirmative votes
representing less than 10% of the total number of votes cast in regard
thereto.
(b) Notwithstanding compliance with all of the procedures set
forth above in this Section, no proposal shall be deemed to be properly
brought before a meeting of shareholders if, in the judgment of the
board, it is not a proper subject for action by shareholders under
Louisiana law.
Section 3.8 POWER TO DISREGARD PROPOSALS. At the meeting of
shareholders, the chairman shall declare out of order and disregard any
nomination or other matter not presented in accordance with the
foregoing procedures or which is otherwise contrary to the foregoing
terms and conditions.
ARTICLE IV
THE BOARD OF DIRECTORS
Section 4.1 NUMBER. 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. Such number
may be increased or decreased by a subsequent resolution, provided that
no decrease shall effect a shortening of the term of any incumbent
director.
Section 4.2 QUALIFICATIONS AND TERM. Except as otherwise
contemplated by Section 4.15 hereof, no person who is seventy years of
age or older may be nominated, elected, or appointed to serve as a
member of the board of directors, nor may a person who is or will be
seventy years of age or older at the beginning of the term of office of
a class of the board of directors be eligible to serve as a member of
that class for such term. 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 appointing persons to fill
vacancies on the board of directors shall be as set forth in the
articles of incorporation.
Section 4.3 REMOVAL OF DIRECTORS. Any Director may be removed
from office, only for cause, upon the affirmative vote of the holders of
two-thirds (2/3) of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors,
voting together as a single class.
Section 4.4 CAUSE DEFINED. Cause for the removal of a director
is defined as the existence of gross misconduct or neglect, willful and
wanton malfeasance in office, or fraud on behalf of, or present in the
actions of, any director currently serving on the board.
Section 4.5 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 4.6 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 grounds that the meeting is not
lawfully called or convened.
Section 4.7 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 4.8 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 4.9 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 4.10 BOARD DISCRETION IN EVALUATING BUSINESS
COMBINATIONS AND TENDER OFFERS. In accordance with La. R.S. 12:92(g)1-
4, as it may be amended from time to time, the board, when evaluating
the terms of a potential business combination or tender offer, may, in
exercising its judgment in determining what is in the best interest of
the Company and its shareholders, consider the following factors and any
other factors that it deems relevant:
(a) Financial considerations of the proposed business
combination or tender offer itself including, but not limited to, the
following:
(i) the consideration being offered in the proposed
transaction in relation to the then current market price for the
outstanding capital stock of the Company;
(ii) the market price for the capital stock of the Company
over a period of years;
(iii) the estimated price that might be achieved in a
negotiated sale of the Company in whole or in part;
(iv) he premiums over market price for the securities of
other corporations in similar transactions;
(v) current political, economic, and other factors
bearing on securities prices and the Company's financial condition and
future prospects;
(b) The social and economic effects of such transactions on
the Company, its subsidiaries, or their employees, customers, creditors,
and the communities in which the Company and its subsidiaries do
business;
(c) The business and financial conditions and earnings
prospects of the acquiring party or parties, including, but not limited
to debt service and other existing or likely financial obligations of
the acquiring party or parties, and the possible effect of such
conditions upon the Company and its subsidiaries and the communities in
which the Company and its subsidiaries do business;
(d) The competence, experience, and integrity of the acquiring
party or parties and its or their management.
Section 4.11 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 4.12 COMPENSATION. Directors, by resolution of the board
of directors, shall receive such compensation and reimbursement for
expenses 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 4.13 EXECUTIVE COMMITTEE. The board of directors, by
resolution adopted by 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 4.14 ADVISORY DIRECTORS. The board of directors may for
its convenience, and at its discretion, appoint from time to time one or
more advisory directors. The term of office of an advisory director
shall be one year from the date of appointment, although a person may be
re-appointed for additional one-year terms. Any advisory director may
be removed by the board of directors whenever in its judgment the best
interests of the Company are served thereby. Appointment of an advisory
director shall not of itself create any contractual rights. An advisor
director may be furnished with notice, if any, of each regular and
special meeting of the board of directors, together with copies of any
board materials provided to the members of the board of directors before
or during such meetings, and may attend such board meetings, provided
that the chairman of the board of directors shall have the power not to
provide any such material to the advisory directors as he in good faith
believes should only be made available to the voting members of the
board. Solely in the discretion of the board of directors, an advisory
director may also be furnished with notice of a meeting of any committee
of the board of directors, together with copies of any committee
materials provided to the members of such committee before or during
such meetings, and may attend such committee meetings. Notwithstanding
the foregoing, an advisory director shall not be counted for purposes of
determining whether a quorum of the board of directors or any committee
thereof exists for transacting business, nor may an advisory director
vote or execute a written consent of directors or committee members on
any matter that may come before the board of directors or any committee
thereof. An advisory director shall not have the responsibility for the
management or control of the business and affairs of the Company. Each
advisory director shall be reimbursed for reasonable and necessary
expenses actually incurred by such advisory director in connection with
attending a board or committee meeting and shall receive an attendance
fee for each meeting attended in the same amount as is paid to non-
officer members of the board of directors for attending such meetings.
Notwithstanding the foregoing, an advisory director shall not be
entitled to any monthly or annual fee or retainer for serving as an
advisory director or attending any board or committee meeting.
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, 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
contact 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 5.6
(a) 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.
(b) 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 anyway 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
Company containing such terms and conditions as he may deem appropriate
and in the best interest of the Company. 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.
(c) 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 5.7
(a) 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 ws 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.
(b) 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.
(c) 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 those 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, 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
an 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 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 of 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 be deemed
exclusive of any other rights to which the person indemnified is
entitled under any law, statute, bylaw, agreement, authorization of
shareholders or directors, regardless of whether the 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, the 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.
Section 6.12 CONTROL SHARE ACQUISITION STATUTE. The Company
expressly waives the benefits of La. R.S. 12:135-140.2, as they may be
amended from time to time.
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 of any such meeting.