EXHIBIT 4
AMENDED, 3/1/95
AMENDED AND RESTATED BY-LAWS
ARTICLE I - SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders
shall be held on such date, at such time and place as may be designated by
the board of directors.
Section 2. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or entitled to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper
purpose, the record date shall be fifteen days prior to the date on which the
action requiring such determination of shareholders is to be taken. The board
of directors may fix in advance another record date, not more than 70 days nor
less than 10 days prior to the date on which the action is to taken.
Section 3. Proxies. All proxies shall be filed with the secretary
of the corporation before or at the time of the meeting.
ARTICLE II - DIRECTORS
(Effective 3/1/95)
Section 1. Number and Compensation. There shall be from 7 to 12
directors of the corporation. Compensation of directors shall be determined
by the board.
Section 2. Regular Meetings. Regular meetings of the board,
without notice, shall be held immediately after the annual meeting of
shareholders and on the fourth Wednesday of January, April, and July, at the
corporation headquarters in Chattanooga, or at such other date and place as
may be determined by the board.
Section 3. Special Meetings. Special meetings of the board may be
called by the chairman of the board, the president or any three directors.
Section 4. Notice. Notice of any special meeting shall be given at
least one (1) day prior thereto by oral, telegraphic, electronic or written
notice given or delivered personally to each director or at least three (3)
days prior thereto if such notice is given by regular, registered or
certified mail. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the director at his home or
business address.
AMENDED, 3/1/95
Section 5. Indemnification. Any person made or threatened to be
made a party to a suit or proceeding by reason of the fact that he or his
intestate was, is, or shall be a director or officer or Audit Committee
member of the corporation or at the request of the corporation a director or
officer or Audit Committee member of another corporation controlled by the
corporation, shall be indemnified by this corporation to the maximum extent
and upon the conditions provided by the laws of the State of Tennessee,
including Tennessee Code Annotated, Sections 48-1-407 through 48-1-411.
Section 6. Action Without Meeting. The board may take any action
which it is required or permitted to take by law without a meeting upon
written consent setting forth the action so taken and signed by all of the
directors entitled to vote thereon.
Section 7. Committees. The majority of the entire board, by
resolution, may designate committees and delegate to them such authority of
the board as it deems desirable within the limits prescribed by Tennessee law.
Section 8. Advisory Directors. The board may appoint advisory
directors who shall act only in the capacity of providing general policy
advice to the board. In any action where a recorded vote of the directors is
taken, the vote of elected directors shall determine the outcome.
ARTICLE III - OFFICERS
Section 1. Election. The board shall elect all officers for terms
of one year. Assistant officers, if any, shall not be considered officers for
the purposes of this section, and shall be appointed and subject to removal
by the president.
Section 2. Vacancies. A vacancy in any office subject to board
election may be filled by the board.
Section 3. Chairman of the Board. The chairman of the board shall
be the chief executive officer. He shall preside at any meetings of the board
and of the shareholders.
Section 4. President. The President shall have management and
control of the affairs of the corporation in accordance with policies
promulgated by the board.
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AMENDED, 3/1/95
Section 5. The Vice Presidents. In the event of the absence,
death, or inability to act of the president, the executive vice president
shall perform the duties and be vested with the powers of the president. The
vice presidents shall perform such duties as from time to time may be
assigned to them by the president or by the board of directors.
Section 6. The Secretary. The secretary shall: (a) see that all
notices are duly given in accordance with the provisions of these by-laws and
as required by law; (b) take minutes of meetings of the directors and
shareholders; (c) perform such other duties as may be assigned to him by the
president or by the board.
Section 7. Assistant Secretaries. The assistance secretaries shall
perform such duties as may be assigned to them by the secretary.
Section 8. Salaries. Salaries of officers shall be determined by
the board and may be changed by the board at any time.
ARTICLE IV - SHARES
Section 1. Signatures. All certificates for shares shall be signed
by the president or executive vice president or such vice president as may be
designated by the board and the secretary or an assistant secretary.
Section 2. Transfer. Transfer of shares shall be made only on the
share transfer books of the corporation.
Section 3. Voting upon Shares of Other Corporations Held by the
Corporation. The president shall have authority to vote in person or by
proxy on behalf of the corporation at any meeting of shareholders of any
corporation in which the corporation may hold shares. The board may confer
like powers upon any other officer.
ARTICLE V -- FISCAL YEAR
The fiscal year of the corporation shall begin on December 1 and end
on November 30.
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AMENDED, 3/1/95
ARTICLE VI - SEAL
The corporate seal shall be circular, and the inscription thereof
shall include the corporate name and state of incorporation.
ARTICLE VII - AMENDMENT
The by-laws may be amended by the vote of a majority of the board.
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