Exhibit 3.2
BYLAWS
OF
THOMAS & BETTS CORPORATION
As Adopted by the Board of Directors March 11, 1996
and
Amended and Restated September 3, 1997
and
Amended and Restated February 3, 1999
TABLE OF CONTENTS
PAGE
ARTICLE 1 MEETINGS OF SHAREHOLDERS........................................1
Section 1 Annual Meeting..................................................1
Section 2 Special Meetings................................................1
Section 3 Place of Meetings...............................................1
Section 4 Notice of Meetings..............................................1
Section 5 Quorum; Adjournment.............................................1
Section 6 Organization....................................................1
Section 7 Voting..........................................................2
Section 8 Shareholder Lists...............................................2
Section 9 Notice of Business and Nominations..............................2
A. Annual Meetings of Shareholders.............................2
B. Special Meetings of Shareholders............................3
C. General.....................................................4
Section 10 Inspectors of Elections.........................................4
ARTICLE 2 BOARD OF DIRECTORS..............................................5
Section 1 General Powers..................................................5
Section 2 Number, Election and Term of Office.............................5
Section 3 Meetings........................................................5
Section 4 Place of Meeting................................................5
Section 5 Notice of Meetings..............................................5
Section 6 Quorum and Manner of Acting.....................................6
Section 7 Organization....................................................6
Section 8 Resignations....................................................6
Section 9 Removal of Directors............................................6
Section 10 Vacancies.......................................................6
Section 11 Compensation....................................................6
Section 12 Increasing Number of Directors..................................7
ARTICLE 3 EXECUTIVE AND OTHER COMMITTEES..................................7
Section 1 Executive Committee, General Powers and Membership..............7
Section 2 Procedure.......................................................7
Section 3 Other Committees................................................7
ARTICLE 4 OFFICERS........................................................8
Section 1 Election, Term of Office and Qualifications.....................8
Section 2 Removal.........................................................8
Section 3 Resignations....................................................8
Section 4 Vacancies.......................................................8
Section 5 Chairman of the Board of Directors..............................8
Section 6 President.......................................................8
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Section 7 Chief Executive Officer.........................................8
Section 8 Secretary and Assistant Secretary...............................9
Section 9 Treasurer.......................................................9
ARTICLE 5 INDEMNIFICATION OF OFFICERS AND DIRECTORS......................10
Section 1 Right to Indemnification.......................................10
Section 2 Right of Claimant to Bring Suit................................10
Section 3 Non-Exclusivity of Rights; Continuation of Rights..............11
Section 4 Insurance......................................................11
ARTICLE 6 EXECUTION OF INSTRUMENTS, ETC..................................11
Section 1 Contracts, Etc., How Executed..................................11
Section 2 Deposits.......................................................12
Section 3 Checks, Drafts, Etc............................................12
ARTICLE 7 SHARES AND THEIR TRANSFER; SHAREHOLDER RECORDS.................12
Section 1 Certificates of Stock..........................................12
Section 2 Transfer of Shares.............................................12
Section 3 Closing of Transfer Books; Record Date.........................12
Section 4 Lost and Destroyed Certificates................................13
Section 5 Regulations....................................................13
ARTICLE 8 NOTICE.........................................................13
Section 1 Waiver of Notice...............................................13
ARTICLE 9 MISCELLANEOUS..................................................13
Section 1 Fiscal Year....................................................13
Section 2 Seal...........................................................13
ARTICLE 10 AMENDMENTS.....................................................14
Section 1 ...............................................................14
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BYLAWS
ARTICLE 1
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders for
the election of directors and for the transaction of such other business as may
properly come before said meeting shall be held on a day during the period from
April 15 to May 15, or on any other day, and at a time determined by the Board
of Directors.
Section 2. SPECIAL MEETINGS. Except as otherwise required by law,
a special meeting of shareholders may be called at any time by the Chairman of
the Board of Directors if he or she is an officer of the Corporation or by the
President or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have at
the time of the adoption of such resolution if there were no vacancies (the
"Whole Board") and by no other person or persons.
Section 3. PLACE OF MEETINGS. All meetings of shareholders shall be
held at the principal office of the Corporation in the State of Tennessee, or at
other places in or outside of such State as may be designated by the Board of
Directors and specified in the notice of meeting.
Section 4. NOTICE OF MEETINGS. Notice of each meeting stating the
purpose or purposes for which the meeting is called and the time when and the
place where it is to be held, shall be served upon each shareholder of record
entitled to vote at such meeting, either personally or by mailing such notice to
him or her or by such other manner as may be permitted by the Tennessee Business
Corporations Act, not less than 10 days nor more than two months before the time
fixed for such meeting. If mailed, it shall be directed to a shareholder at his
or her address as it appears on the shareholder list. Any previously scheduled
meeting of the shareholders may be postponed by resolution of the Board of
Directors upon public notice given prior to the date previously scheduled for
such meeting of shareholders.
Section 5. QUORUM; ADJOURNMENT. Except as otherwise provided by law or
by the Charter, at each meeting of shareholders, the holders of record of a
majority of the total number of the shares of capital stock entitled to vote
must be present in person or by proxy to constitute a quorum for the transaction
of business. Whether or not there is a quorum at any meeting, the shareholders
present and entitled to cast a majority of the votes thereat or the Chairman of
the meeting may adjourn and readjourn the meeting from time to time. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.
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Section 6. ORGANIZATION. At every meeting of the shareholders, the
Chairman of the Board of Directors, or, in his or her absence, the President,
or, in his or her absence, a Vice President designated by the President or, in
the absence of such designation, a chairman designated by the Board of
Directors, shall act as Chairman. The Secretary or the Assistant Secretary or
such officer of the Corporation designated by the chairman shall act as
secretary of each meeting of the shareholders.
Section 7. VOTING. Each shareholder of record present shall be entitled
at each meeting of shareholders to such number of votes as shall be prescribed
by the Charter for the shares of capital stock recorded in his or her name in
the shareholder records of the Corporation:
(a) at the record date fixed as provided in Section 3 of
Article 7, or
(b) if no such record date shall have been fixed, then at the
close of business on the eleventh day before the day of
such meeting.
The voting at any meeting of shareholders need not be by ballot, unless
specifically required by law or requested by a qualified voter present in person
or by proxy.
Except to the extent permitted under the Tennessee Business Corporation
Act, shares of the Corporation's capital stock shall not be entitled to vote if
such shares are owned, directly or indirectly, by another corporation of which
the Corporation owns, directly or indirectly, a majority of the shares entitled
to vote for directors of such corporation. Notwithstanding, the foregoing shall
not limit the power of the Corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.
Section 8. SHAREHOLDER LISTS. The Transfer Agent or the Secretary, or
such other officer as may be designated by the Board of Directors, shall make a
full, true and complete list, in alphabetical order, of all shareholders
entitled to vote at each annual or special meeting of shareholders, and the
address and the number of shares of capital stock held by each. The Board of
Directors shall produce such list at the time and place of the meeting, to
remain there during the meeting. Such list shall be the only evidence as to who
are the shareholders entitled to vote at the meeting.
Section 9. NOTICE OF BUSINESS AND NOMINATIONS.
A. ANNUAL MEETINGS OF SHAREHOLDERS.
[1] Nominations of persons for election to the Board of
Directors of the Corporation and any proposal of business to be
considered by the shareholders may be made at an annual meeting of
shareholders only (a) pursuant to the Corporation's notice of meeting,
(b) by or at the direction of the Board of Directors or (c) by any
shareholder of the Corporation who was a shareholder of record at the
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time of giving of notice provided for in this Section, who is entitled to
vote at the meeting and who complied with the notice procedures set forth
in this Section.
[2] For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of
paragraph (A) (1) of this Section, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 120 days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be so
delivered not later than the close of business on the later of the 120th
day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made.
Such shareholder's notice shall set forth (a) as to each person
whom the shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as
to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c)
as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as such name and address appear in the
Corporation's shareholder records, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.
[3] Notwithstanding anything in the second sentence of paragraph
(A) (2) of this Section to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors
made by the Corporation at least 120 days prior to the first anniversary
of the preceding year's annual meeting, a shareholder's notice required
by this Section shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.
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B. SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall
be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a
special meeting of shareholders at which directors are to be elected
pursuant to the notice of meeting (a) by or at the direction of the Board
of Directors or (b) by any shareholder of the Corporation who is a
shareholder of record at the time of giving of notice provided for in
this Section, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section.
Nominations by shareholders of persons for election to the Board of
Directors may be made at such a special meeting of shareholders if the
shareholder's notice required by paragraph (A) (2) of this Section shall
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.
C. GENERAL.
[1] Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section. Except as otherwise
provided by law, the Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set
forth in this Section and, if any proposed nomination or business is not
in compliance with this Section, to declare that such defective proposal
or nomination shall be disregarded.
[2] For purposes of this Section, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15 (d) of the Exchange
Act.
[3] Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section. Nothing in this Section shall be
deemed to affect any rights of shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.
Section 10. INSPECTORS OF ELECTIONS. The Board of Directors by
resolution shall appoint one or more inspectors, which inspector or inspectors
may include individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees,
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agents or representatives of the Corporation, to act at the meeting and make a
written report thereof. One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
shareholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging his or her duties,
shall take and sign an oath or affirmation faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.
ARTICLE 2
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business of the Corporation, except as
otherwise expressly provided by law or by the Charter, shall be managed by the
Board of Directors.
Section 2. NUMBER, ELECTION AND TERM OF OFFICE. A Board of Directors of
not less than seven nor more than fifteen members as may be determined by the
Board of Directors at a meeting held prior to the annual meeting shall be
elected at the annual meeting of shareholders. The number of directors to be
elected shall be stated in the notice of the meeting. Subject to such
limitation, the persons receiving the greatest number of votes shall be the
directors and they shall hold office until the next annual meeting and until
their successors shall have been elected and qualified, or until death,
resignation, disqualification or removal. Each director shall within one month's
time of his or her election and so long as he or she shall continue to be a
director, be a bona fide holder of at least one share of the Common Stock of the
Corporation.
Section 3. MEETINGS. The Board of Directors shall hold regular
meetings on such days and at such hours as may be fixed by the Board of
Directors from time to time, except that a regular meeting shall be held as soon
as practicable after the adjournment of the annual meeting of the shareholders
at which such Board of Directors shall have been elected, for the purpose of
organization, the election of officers and the transaction of such other
business as may properly come before the meeting.
Special meetings shall be held whenever called by the Chairman of the
Board of Directors or by the President or any two directors.
Section 4. PLACE OF MEETING. Meetings of the Board of Directors shall
be held at the principal office of the Corporation or at such other place as the
Board of Directors may from time to time determine.
Section 5. NOTICE OF MEETINGS. Notice need not be given for regular
Board of Directors meetings, the dates, times, and places of which have been
fixed by the Board of Directors in advance for the calendar year. Notice of a
special meeting or of a change in the date, time, or place of holding a regular
Board of Directors meeting shall be communicated (i) in writing to each director
at the director's residence or usual place of business, or at such
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other address as the director may have designated in a written request filed
with the Secretary, at least two days before the day on which the meeting is to
be held, or (ii) orally, in person or by telephone, at least 24 hours before the
time at which the meeting is to be held. Notice of any meeting of the Board of
Directors may be waived in writing by any director either before or after the
time of such meeting; and at any meeting at which every director shall be
present, even though without any notice, any business may be transacted.
Section 6. QUORUM AND MANNER OF ACTING. A majority of the total number
of directors shall be present in person or by telephone at any meeting of the
Board of Directors in order to constitute a quorum for the transaction of
business thereat. Whether or not there is a quorum at any meeting, a majority of
the directors who are present may adjourn and readjourn any meeting from time to
time to a day and hour certain.
Section 7. ORGANIZATION. At every meeting of the Board of Directors,
the Chairman of the Board of Directors, or, in his or her absence, the
President, or, in his or her absence, a chairman chosen by a majority of the
directors present, shall preside. The Secretary of the Corporation shall act as
secretary of the meetings of the Board of Directors. At any meeting of the Board
of Directors, in the absence of the Secretary, the chairman of such meeting
shall appoint a person to act as secretary of the meeting.
Section 8. RESIGNATIONS. Any director may resign at any time by giving
written notice to the Chairman of the Board of Directors or to the President or
to the Secretary of the Corporation or to the Board of Directors. Such
resignation shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 9. REMOVAL OF DIRECTORS. Any director may be removed, either
with or without cause, at any time, by the affirmative vote of at least 50% of
the total number of votes entitled to be cast at a special meeting of
shareholders called for that purpose. Any director may be removed for cause, at
any time, by a majority vote of the entire Board of Directors at a meeting
called for that purpose, the notice of meeting for which states that a purpose
of the meeting is the removal of a director.
Section 10. VACANCIES. Any vacancy in the Board of Directors arising at
any time and for any cause, may be filled by the vote of a majority of the
directors remaining in office. Any vacancy not filled by the Board of Directors
may be filled by the shareholders at an annual meeting or at a special meeting
of shareholders called for that purpose.
Section 11. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors in office and irrespective of any personal
interest of any of them, shall have the authority to establish reasonable
compensation, including reimbursement of expenses, of directors for services to
the Corporation as directors, officers or otherwise. Nothing herein contained
shall be construed to preclude any director from serving in any other capacity
or receiving compensation for such service.
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Section 12. INCREASING NUMBER OF DIRECTORS. The Board of Directors shall
have power at any time when the shareholders as such are not assembled in a
meeting, regular or special, to increase the number of directors elected by the
shareholders and forthwith to fill such position or positions by the election of
one or more directors, to hold office until the next annual meeting of
shareholders, and until his, her or their successor or successors are elected
and qualified.
ARTICLE 3
EXECUTIVE AND OTHER COMMITTEES
Section 1. EXECUTIVE COMMITTEE, GENERAL POWERS AND MEMBERSHIP. From
time to time, the Board of Directors may, by a majority of the Whole Board,
appoint from its members an Executive Committee consisting of at least three
members of the Board of Directors, a majority of whom shall not be employees of
the Corporation, and the Committee shall meet at the call of the Chairman, or,
in the absence of the Chairman, at the call of any member of such committee, to
act for the Board of Directors, to the extent permitted by law, in any situation
in which action of the Board of Directors is required and it is not practicable
to have a meeting of the Board of Directors. The Executive Committee shall have
and may exercise all the powers of the Board of Directors except the power to
authorize or approve distributions or reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors, the power to
appoint or remove a member of the Executive Committee or other committee, the
power to fill vacancies in the Board of Directors, the power to remove an
officer appointed by the Board of Directors, the power to amend or repeal these
Bylaws and the power to authorize or approve the issuance or sale or contract
for sale of shares, or to determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except as
authorized by the Board of Directors within limits specifically prescribed by
the Board of Directors. All actions of the Executive Committee shall be reported
to the Board of Directors at its meeting next succeeding such action and,
insofar as the rights of third parties shall not be affected thereby, shall be
subject to revision and alteration by the Board of Directors.
All members of the Board of Directors not appointed to the Executive
Committee may be authorized by appropriate action of the Board of Directors to
attend the meetings of the Executive Committee as observers but without any
right to vote at such meetings and shall be entitled to receive such fees as
shall be fixed by the Board of Directors.
Section 2. PROCEDURE. The Executive Committee shall fix its own
rules of procedure and shall meet where and as provided by such rules or by
resolution of the Board of Directors. The presence in person or by telephone of
a majority shall be necessary to constitute a quorum and in every case the
affirmative vote of a majority of all members of the committee shall be
necessary.
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Section 3. OTHER COMMITTEES. From time to time, the Board of Directors,
by resolution adopted by a majority vote of the Whole Board, may appoint any
other committee or committees for any purpose or purposes with such powers as
shall be specified in the resolution of appointment and permitted by law.
ARTICLE 4
OFFICERS
Section 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of
Directors shall elect a President, a Secretary and a Treasurer and it may elect
a Chairman of the Board of Directors, who may or may not be designated an
officer of the Corporation, one or more Vice Presidents and such other officers
as it may deem necessary from time to time, with such authority and such duties
as may be prescribed by the Board of Directors from time to time. Subject to the
provisions of Section 2 and Section 3 of this Article each elected officer shall
hold office until the next annual election and until his or her successor is
chosen and qualified. Divisional officers, who shall not be officers of the
Corporation, may be appointed by the Chief Executive Officer to perform such
duties as may be assigned from time to time by the Chief Executive Officer.
The same person, whether an officer of the Corporation or a divisional
officer, may hold more than one office, so far as permitted by law, except the
offices of president and secretary, and exercise and perform the powers and
duties thereof.
Section 2. REMOVAL. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by a majority of the Whole Board, at
any meeting of the Board of Directors, or by any committee or officer upon whom
such power of removal shall have been conferred by resolution adopted by a
majority of the Whole Board.
Section 3. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Chairman of the Board of Directors if he or she is an
officer of the Corporation or to the President or to the Secretary or to the
Board of Directors. Any such resignation shall take effect at the time specified
therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4. VACANCIES. A vacancy in any office arising from any cause
may be filled for the unexpired portion of the term in the manner prescribed in
these Bylaws for election to such elective office.
Section 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall preside at all shareholders' meetings and meetings of
the Board of Directors. He or she shall perform such additional duties and
possess such additional powers as from time to time shall be prescribed for him
or her by the Board of Directors.
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Section 6. PRESIDENT. The President shall perform such duties and
possess such powers as from time to time shall be prescribed for him or her by
the Board of Directors. In the absence of the Chairman of the Board of Directors
he or she shall perform the duties and possess the powers of the Chairman of the
Board of Directors.
Section 7. CHIEF EXECUTIVE OFFICER. The Board of Directors may from
time to time designate either the Chairman of the Board of Directors or the
President as the Chief Executive Officer of the Corporation to be in general
charge of the business of the Corporation in all its departments. This shall
require the affirmative vote of a majority of the Whole Board given at any
meeting.
Section 8. SECRETARY AND ASSISTANT SECRETARY. The Secretary shall:
A. keep the minutes of all meetings of the shareholders and of
the Board of Directors, and of any committee of the Board of Directors to which
a secretary shall not have been appointed, in books to be kept for the purpose;
B. see that all notices are duly given in accordance with
these Bylaws or as required by law;
C. be custodian of the records (other than financial) and have
charge of the seal of the Corporation and see that it is used upon all papers or
documents whose execution on behalf of the Corporation under its seal is
required by law or duly authorized in accordance with these Bylaws; and
D. in general, perform all duties incident to the office of the
Secretary, and such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board of Directors if he or she is
an officer of the Corporation or by the President or by any committee thereunto
authorized.
The Assistant Secretary shall, in the absence of the
Scretary, perform the duties and exercise the powers of the Secretary and
shall perform such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board of Directors if he or she
is an officer of the Corporation or by the President or by any committee
thereunto authorized.
Section 9. TREASURER. The Treasurer shall:
A. have charge and custody of, and be responsible for, all
funds and securities of the Corporation; and
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B. in general, perform all the duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned by the
Board of Directors or by the Chairman of the Board of Directors if he or she is
an officer of the Corporation or by the President or by any committee thereunto
authorized.
ARTICLE 5
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized or permitted by the Tennessee Business
Corporation Act, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this Section shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Tennessee Business Corporation Act requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.
Section 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1
of this Article is not paid in full by the Corporation within ninety days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim, and, if successful in whole or in part,
10
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Tennessee Business Corporation Act
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its shareholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Tennessee Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Section 3. NON-EXCLUSIVITY OF RIGHTS; CONTINUATION OF RIGHTS. The right
to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Charter, Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise. All rights to
indemnification under this Article shall be deemed to be a contract between the
Corporation and each director or officer of the Corporation who serves or served
in such capacity at any time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification of relevant
provisions of the Tennessee Business Corporation Act or any other applicable
laws shall not in any way diminish any rights to indemnification of such
director or officer or the obligations of the Corporation arising hereunder.
Section 4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director or officer of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Tennessee Business Corporation Act.
ARTICLE 6
EXECUTION OF INSTRUMENTS, ETC.
Section 1. CONTRACTS, ETC., HOW EXECUTED. All contracts and other
corporate instruments shall be executed in the name of and in behalf of the
Corporation and delivered by the Chairman of the Board of Directors if he or she
is an officer of the Corporation, the President, the President of a division of
the Corporation, any Vice President or the Treasurer and may be attested by the
Secretary, Assistant Secretary or the Vice President-General Counsel unless the
Board of Directors shall specifically direct otherwise.
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Section 2. DEPOSITS. Funds of the Corporation may be deposited from
time to time to the credit of the Corporation with such depositaries as may be
selected by the Board of Directors or by any committee or officer or officers,
agent or agents of the Corporation to whom such power may be delegated from time
to time by the Board of Directors.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes, acceptances, or other evidences of indebtedness
issued in the name of the Corporation shall be signed by the Vice
President-Chief Financial Officer or the Treasurer or such agent or agents of
the Corporation as shall be designated from time to time by the Vice
President-Chief Financial Officer or the Treasurer. Unless otherwise provided by
resolution of the Board of Directors, endorsements for deposit to the credit of
the Corporation in any of its duly authorized depositaries may be made without
counter signature, by the President or any Vice President, or the Treasurer, or
by any other officer or agent of the Corporation to whom such power shall have
been delegated by the Vice President-Chief Financial Officer or Treasurer and
may be made by hand-stamped impression in the name of the Corporation.
ARTICLE 7
SHARES AND THEIR TRANSFER; SHAREHOLDER RECORDS
Section 1. CERTIFICATES OF STOCK. The stock of the Corporation shall be
represented by certificates signed by the Chairman of the Board of Directors if
he or she is an officer of the Corporation or by the President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and sealed
with the seal of the Corporation. Such seal may be a facsimile, engraved or
printed. Where any such certificate is signed by a Transfer Agent or Assistant
Transfer Agent or by a Transfer Clerk and by a Registrar, the signatures of the
Chairman of the Board of Directors, President, Secretary, Assistant Secretary,
Treasurer or Assistant Treasurer and of the Transfer Agent, Assistant Transfer
Agent, Transfer Clerk and Registrar upon such certificate may be facsimiles,
engraved or printed.
Section 2. TRANSFER OF SHARES. Transfers of shares of the capital stock
of the Corporation shall be recorded in the shareholder records of the
Corporation when duly assigned by the holder of record of such shares or by his
or her attorney thereunto duly authorized, and on surrender of the certificate
or certificates, for such shares or pursuant to the abandoned property laws of
any state of the United States if the shareholder's share interest shall be
properly within the jurisdiction of the state and has been deemed abandoned and
subject to custodial retention under the laws of such state.
Section 3. CLOSING OF TRANSFER BOOKS; RECORD DATE. The Board of
Directors may close the stock transfer books for a period not exceeding 60 days
preceding the date of any meeting of shareholders or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect; provided,
however, in lieu of closing the stock transfer books, as aforesaid the Board of
Directors may at its discretion fix in advance a date, not exceeding 60 days
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preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or any such allotment of rights, or to exercise the rights in respect
to any such change, conversion or exchange of capital stock, and all persons who
are holders of record at such time of the class of stock involved, and no
others, shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or allotment of rights or exercise of such
rights, as the case may be.
Section 4. LOST AND DESTROYED CERTIFICATES. The holder of record of any
certificate of stock who shall claim that such certificate is lost or destroyed
may make an affidavit or affirmation of that fact and advertise the same in such
manner as the Board of Directors, the Transfer Agent or the Registrar may
require and give a bond, if required to do so, in the form and in such sum as
the Board of Directors, the Transfer Agent or the Registrar may direct,
sufficient to indemnify the Corporation, the Transfer Agent and the Registrar
against any claim that may be made on account of such certificate, whereupon one
or more new certificates may be issued of the same tenor and for the same
aggregate number of shares as the one alleged to be lost or destroyed.
Section 5. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issuance, transfer and
registration of certificates of stock; it may appoint one or more transfer
agents or registrars of transfers or both, and may require all certificates of
stock to bear the signature of either or both.
ARTICLE 8
NOTICE
Section 1. WAIVER OF NOTICE. No notice of the time, place or purpose of
any meeting of shareholders or directors, or of any committee, or any
publication thereof, whether prescribed by law, by the Charter or by these
Bylaws, need be given to any person who attends such meeting, or who, in
writing, executed either before or after the holding thereof, waives such
notice, and such attendance or waiver shall be deemed equivalent to notice.
ARTICLE 9
MISCELLANEOUS
Section 1. FISCAL YEAR. The fiscal year of the Corporation shall end on
the Sunday closest to the end of the calendar year.
Section 2. SEAL. The seal of the Corporation shall be a device,
circular in form, containing the name of the Corporation, the figures "1996" and
the words, "Corporate Seal" and "Tennessee." The corporate seal may be used in
printing, engraving, lithographing,
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stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression facsimile, or other
reproduction of the corporate seal. The Secretary, Assistant Secretary, Vice
President-General Counsel or any other person specifically authorized by the
Board of Directors, may use the seal of the Corporation in connection with
corporate contracts or instruments.
ARTICLE 10
AMENDMENTS
Section 1. These Bylaws may be amended or repealed by the shareholders
at any annual meeting, or at any special meeting if notice of the proposed
amendment or new Bylaws is included in the notice of such meeting. These Bylaws
may be amended or repealed by the affirmative vote of a majority of the Whole
Board given at any meeting, the notice or waiver of notice whereof mentions such
amendment or repeal as one of the purposes of such meeting.
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