EXHIBIT 3.2
BYLAWS
NEWNAN HOLDINGS, INC.
BYLAWS
NEWNAN HOLDINGS, INC.
INDEX
PAGE
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ARTICLE ONE - OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE TWO - SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . 1
2.1 Annual Meeting
2.2 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Proxies; Required Vote . . . . . . . . . . . . . . . . . . . . . 2
2.7 Presiding Officer and Secretary . . . . . . . . . . . . . . . . . 2
2.8 Shareholder List . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.9 Action in Lieu of Meeting . . . . . . . . . . . . . . . . . . . 2
ARTICLE THREE - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Number of Directors . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4 Election of Directors . . . . . . . . . . . . . . . . . . . . . 3
3.5 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.6 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.7 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.8 Honorary and Advisory Directors . . . . . . . . . . . . . . . . 3
ARTICLE FOUR - COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . 4
4.1 Executive Committee . . . . . . . . . . . . . . . . . . . . . . 4
4.2 Other Committees . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS . . . . . . . . . . . . 5
5.1 Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . 5
5.3 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4 Content and Waiver of Notice . . . . . . . . . . . . . . . . . . 6
5.5 Quorum; Participation by Telephone . . . . . . . . . . . . . . . 6
5.6 Action in Lieu of Meeting . . . . . . . . . . . . . . . . . . . 6
5.7 Interested Directors and Officers . . . . . . . . . . . . . . . 6
ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES . . . . . . . . . . . . . . . 7
6.1 General Provisions . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Powers and Duties of the Chairman of the Board and the President 7
6.3 Powers and Duties of Vice Presidents . . . . . . . . . . . . . . 8
6.4 Powers and Duties of the Secretary . . . . . . . . . . . . . . . 8
6.5 Powers and Duties of the Treasurer . . . . . . . . . . . . . . . . 8
6.6 Appointment, Powers and Duties of Assistant Secretaries . . . . 9
6.7 Appointment, Powers and Duties of Assistant Treasurers . . . . . 9
6.8 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . 9
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ARTICLE SEVEN - CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . 9
7.1 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.2 Shareholder List . . . . . . . . . . . . . . . . . . . . . . . . 10
7.3 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . 10
7.4 Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.5 Registered Owner . . . . . . . . . . . . . . . . . . . . . . . . 10
7.6 Transfer Agent and Registrars . . . . . . . . . . . . . . . . . 11
7.7 Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . 11
7.8 Fractional Shares or Scrip . . . . . . . . . . . . . . . . . . . 11
ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS . . . . . . . 11
8.1 Inspection of Books and Records . . . . . . . . . . . . . . . . 11
8.2 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.3 Annual Statements . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE NINE - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 12
9.1 Authority to Indemnify . . . . . . . . . . . . . . . . . . . . . 12
9.2 Mandatory Indemnification . . . . . . . . . . . . . . . . . . . 13
9.3 Advances for Expenses . . . . . . . . . . . . . . . . . . . . . 13
9.4 Court-ordered Indemnification and Advances for Expenses . . . . 13
9.5 Determination of Indemnification . . . . . . . . . . . . . . . . 13
9.6 Authorization of Indemnification . . . . . . . . . . . . . . . . 14
9.7 Other Rights . . . . . . . . . . . . . . . . . . . . . . . . . 14
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9.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.9 Continuation of Expenses . . . . . . . . . . . . . . . . . . . . 15
ARTICLE TEN - NOTICES: WAIVERS OF NOTICE . . . . . . . . . . . . . . . . 15
10.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.2 Waivers of Notice . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE ELEVEN - EMERGENCY POWERS . . . . . . . . . . . . . . . . . . . . 15
11.1 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11.2 Lines of Succession . . . . . . . . . . . . . . . . . . . . . . 16
11.3 Head Office . . . . . . . . . . . . . . . . . . . . . . . . . . 16
11.4 Period of Effectiveness . . . . . . . . . . . . . . . . . . . . 16
11.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
11.6 Officers as Directors Pro Tempore . . . . . . . . . . . . . . . 16
11.7 Liability of Officers, Directors and Agents . . . . . . . . . . 16
ARTICLE TWELVE - CHECKS, NOTES, DRAFTS, ETC. . . . . . . . . . . . . . . . 16
ARTICLE THIRTEEN - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . 16
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BYLAWS
OF
NEWNAN HOLDINGS, INC.
ARTICLE ONE
OFFICES
The corporation shall at all times maintain its principal office in Newnan,
Georgia, its registered office in the State of Georgia and its registered agent
at that address, but it may have other offices located within or outside the
State of Georgia as the Board of Directors may determine.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
2.1 ANNUAL MEETING. A meeting of shareholders of the corporation shall be
held annually, within six (6) months after the end of each fiscal year of the
corporation. The annual meeting shall be held at such time and place and on
such date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 SPECIAL MEETINGS. Special meetings of the shareholders may be called
at any time by the corporation's Board of Directors, its President, and by the
corporation upon the written request of any one or more shareholders, owning an
aggregate of not less than twenty-five percent of the outstanding capital stock
of the corporation. Special meetings shall be held at such a time and place and
on such date as shall be specified in the notice of the meeting.
2.3 PLACE. Annual or special meetings of shareholders may be held within
or without the State of Georgia.
2.4 NOTICE. Notice of annual or special shareholders meetings stating
place, day and hour of the meeting shall be given in writing not less than ten
nor more than sixty days before the date of the meeting, either mailed to the
last known address or personally given to each shareholder. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called. The notice of any meeting at which amendments to or
restatements of the articles of incorporation, merger or share exchange of the
corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further comply
with all requirements of law. Notice of a meeting may be waived by an
instrument in writing executed before or after the meeting. The waiver need not
specify the purpose of the meeting or the business transacted, unless one of the
purposes of the meeting concerns a plan of merger or share exchange, in which
event the waiver shall comply with the further requirements of law concerning
such waivers. Attendance at such meeting in person or by proxy shall constitute
a waiver of notice thereof.
2.5 QUORUM. At all meetings of shareholders a majority of the outstanding
shares of stock shall constitute a quorum for the transaction of business, and
no resolution or business shall be transacted without the favorable vote of the
holders of a majority of the shares represented at the meeting and entitled to
vote. A lesser number may adjourn from day to day, and shall announce the time
and place to which the meeting is adjourned.
2.6 PROXIES; REQUIRED VOTE. At every meeting of the shareholders,
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his or her name on
the books of the corporation. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the Articles of Incorporation or by these bylaws.
2.7 PRESIDING OFFICER AND SECRETARY. At every meeting of shareholders,
the Chairman or the President, or, if such officers shall not be present, then
the person appointed by one of them shall preside. The Secretary or an
Assistant Secretary, or if such officers shall not be present, the appointee of
the presiding officer of the meeting, shall act as secretary of the meeting.
2.8 SHAREHOLDER LIST. The officer or agent having charge of the stock
transfer books of the corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholders, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder. If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.
2.9 ACTION IN LIEU OF MEETING. Any action to be taken at a meeting of the
shareholders of the corporation, or any action that may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by those persons who would be entitled
to vote at a meeting those shares having voting power to cast not less than the
minimum number (or numbers, in the case of voting by class) of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote were present and voted.
ARTICLE THREE
DIRECTORS
3.1 MANAGEMENT. Subject to these bylaws, or any lawful agreement between
the shareholders, the full and entire management of the affairs and business of
the corporation shall be vested in the Board of Directors, which shall have and
may exercise all of the powers that may be exercised or performed by the
corporation.
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3.2 NUMBER OF DIRECTORS. The Board of Directors shall consist of not less
than three (3) nor more than twenty-five (25) members. The number of Directors
may be fixed or changed from time to time, within the minimum and maximum, by
the shareholders by the affirmative vote of two-thirds (66-2/3%) of the issued
and outstanding shares of the corporation entitled to vote in an election of
Directors, or by the Board of Directors by the affirmative vote of two-thirds
(66-2/3%) of all Directors then in office.
3.3 VACANCIES. The Directors may fill the place of any Director which may
become vacant prior to the expiration of such Director's term, though less than
a quorum, or by the sole remaining Director, as the case may be, such
appointment by the Directors to continue until the expiration of the term of the
Director whose place has become vacant.
3.4 ELECTION OF DIRECTORS. The Board of Directors shall be divided into
three (3) classes, Class I, Class II and Class III, which shall be nearly equal
in number as possible. Each Director in Class I shall be elected to an initial
term of one (1) year, each Director in Class II shall be elected to an initial
term of two (2) years and each Director in Class III shall be elected to an
initial term of three (3) years, and each Director shall serve until the
election and qualification of his or her successor or until his or her earlier
resignation, death or removal from office. Upon the expiration of the initial
terms of office for each Class of Directors, the Directors of each Class shall
be elected for terms of three (3) years, to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office.
3.5 REMOVAL. Any Director may be removed from office, at a meeting with
respect to which notice of such purpose is given (a) without cause, only upon
the affirmative vote of the holders of at least two-thirds (66-2/3% of the
issued and outstanding shares of the corporation, and (b) with cause, only upon
the affirmative vote of the holders of a majority of the issued and outstanding
shares of the corporation.
3.6 RESIGNATION. Any Director may resign at any time either orally at any
meeting of the Board of Directors or by so advising the Chairman of the Board or
the President or by giving written notice to the corporation. A Director who
resigns may postpone the effectiveness of his or her resignation to a future
date or upon the occurrence of a future event specified in a written tender of
resignation. If no time of effectiveness is specified therein, a resignation
shall be effective upon tender. A vacancy shall be deemed to exist at the time
a resignation is tendered, and the Board of Directors or the shareholders may,
then or thereafter, elect a successor to take office when the resignation by its
terms becomes effective.
3.7 COMPENSATION. Directors may be allowed such compensation for their
services as Directors as may from time to time be fixed by resolution of the
Board of Directors.
3.8 HONORARY AND ADVISORY DIRECTORS. When a Director of the corporation
retires under the retirement policies of the corporation as established from
time to time by the Board of Directors, such Director automatically shall become
an Honorary Director of the corporation
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following his or her retirement. The Board of Directors of the corporation also
may appoint any individual an Honorary Director, Director Emeritus, or member of
any advisory board established by the Board of Directors. Any individual
automatically becoming an Honorary Director or appointed an Honorary Director,
Director Emeritus, or member of an advisory board as provided by this Section
3.8 may be compensated as provided in Section 3.7, but such individual may not
vote at any meeting of the Board of Directors or be counted in determining a
quorum as provided in Section 5.5 and shall not have any responsibility or be
subject to any liability imposed upon a Director, or otherwise be deemed a
Director.
ARTICLE FOUR
COMMITTEES
4.1 EXECUTIVE COMMITTEE. (a) The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee
consisting of one or more Directors. Each Executive Committee member shall hold
office until the first meeting of the Board of Directors after the annual
meeting of shareholders and until the member's successor is elected and
qualified, or until the member's death, resignation or removal, or until the
member shall cease to be a Director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (i) the amendment of the Articles of Incorporation or
bylaws of the corporation; (ii) the adoption of a plan of merger or
consolidation; (iii) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the corporation; or (iv) a
voluntary dissolution of the corporation or the revocation of any such voluntary
dissolution.
(c) The Executive Committee shall meet from time to time on call of
the Chairman of the Board or the President or of any two or more members of the
Executive Committee. Meetings of the Executive Committee may be held at such
place or places, within or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedure, including provision for notice of its meetings. It shall
keep a record of its proceedings and shall report these proceedings to the Board
of Directors at the meeting thereof held next after they have been taken, and
all such proceedings shall be subject to revision or alteration by the Board of
Directors except to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.
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(d) The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and by the
corporation in which officers or Directors of the corporation are interested
shall require the affirmative vote of a majority of the disinterested members of
the Executive Committee at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.
(e) Members of the Executive Committee may participate in committee
proceedings by means of conference telephone or similar communications equipment
by means of which all persons participating in the proceedings can hear each
other, and such participation shall constitute presence in person at such
proceedings.
(f) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more Directors as alternate
members of the Executive Committee who may act in the place and stead of any
absent member or members at any meeting of said committee.
4.2 OTHER COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate one or more additional committees,
each committee to consist of one or more of the Directors of the corporation,
which shall have such name or names and shall have and may exercise such powers
of the Board of Directors, except the powers denied to the Executive Committee,
as may be determined from time to time by the Board of Directors. Such
committees shall provide for their own rules of procedure, subject to the same
restrictions thereon as provided above for the Executive Committee.
4.3 REMOVAL. The Board of Directors shall have power at any time to
remove any member of any committee, with or without cause, and to fill vacancies
in and to dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 TIME AND PLACE. Meetings of the Board of Directors may be held at any
place either within or without the State of Georgia.
5.2 REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Georgia, as shall be determined by the Board of Directors from time to time.
5.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on not less than one day's
notice by mail, telegram, cablegram, personal delivery or telephone to each
Director and shall be called by the Chairman
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of the Board or the President in like manner and on like notice on the written
request of any two or more Directors. Any such special meeting shall be held at
such time and place, within or without the State of Georgia, as shall be stated
in the notice of the meeting.
5.4 CONTENT AND WAIVER OF NOTICE. No notice of any meeting of the Board
of Directors need state the purposes thereof. Notice of any meeting may be
waived by an instrument in writing executed before or after the meeting.
Attendance in person at any such meeting shall constitute a waiver of notice
thereof unless the director at the beginning of the meeting (or promptly upon
his or her arrival) objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.
5.5 QUORUM; PARTICIPATION BY TELEPHONE. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business. Directors may participate in any meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by means of such communications equipment shall constitute the presence in
person at such meeting. Except as may be otherwise specifically provided by
law, the Articles of Incorporation or these bylaws, all resolutions adopted and
all business transacted by the Board of Directors shall require the affirmative
vote of a majority of the Directors present at the meeting. In the absence of a
quorum, a majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is present. Notice of any adjourned
meeting need only be given by announcement at the meeting at which the
adjournment is taken.
5.6 ACTION IN LIEU OF MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board of
Directors and upon compliance with any further requirements of law pertaining to
such consents.
5.7 INTERESTED DIRECTORS AND OFFICERS. An interested Director or officer
is one who is a party to a contract or transaction with the corporation or who
is an officer or Director of, or has a financial interest in, another
corporation, partnership or association which is a party to a contract or
transaction with the corporation. Contracts and transactions between the
corporation and one or more interested Directors or officers shall not be void
or voidable solely because of the involvement or vote of such interested persons
as long as (a) the contract or transaction is approved in good faith by the
Board of Directors or appropriate committee by the affirmative vote of a
majority of disinterested Directors, even if the disinterested Directors be less
than a quorum, at a meeting of the Board or committee at which the material
facts as to the interested person or persons and the contract or transaction are
disclosed or known to the Board or committee prior to the vote; or (b) the
contract or transaction is approved in good faith by the shareholders after the
material facts as to the interested person or persons and the contract or
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transaction have been disclosed to them; or (c) the contract or transaction is
fair as to the corporation as of the time it is authorized, approved or ratified
by the Board, committee or shareholders. Interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or committee
which authorizes the contract or transaction.
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 GENERAL PROVISIONS. The officers of the corporation shall be a
President and a Secretary, and may include a Treasurer, Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. The officers shall be elected by the Board of Directors
at the first meeting of the Board of Directors after the annual meeting of the
shareholders in each year or shall be appointed as provided in these bylaws.
The Board of Directors may elect other officers, agents and employees, who shall
have such authority and perform such duties as may be prescribed by the Board of
Directors. All officers shall hold office until the meeting of the Board of
Directors following the next annual meeting of the shareholders after their
election or appointment and until their successors shall have been elected or
appointed and shall have qualified. Any two or more offices may be held by the
same person. Any officer, agent or employee of the corporation may be removed
by the Board of Directors with or without cause. Removal without cause shall be
without prejudice to such person's contract rights, if any, but the election or
appointment of any person as an officer, agent or employee of the corporation
shall not of itself create contract rights. The compensation of officers,
agents and employees elected by the Board of Directors shall be fixed by the
Board of Directors or by a committee thereof, and this power may also be
delegated to any officer, agent or employee as to persons under his or her
direction or control. The Board of Directors may require any officer, agent or
employee to give security for the faithful performance of his or her duties.
6.2 POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD AND THE PRESIDENT. The
powers and duties of the Chairman of the Board and the President, subject to the
supervision and control of the Board of Directors, shall be those usually
appertaining to their respective offices and whatever other powers and duties
are prescribed by these bylaws or by the Board of Directors.
(a) The CHAIRMAN OF THE BOARD shall preside at all meetings of the
Board of Directors and at all meetings of the shareholders. The Chairman of the
Board shall perform such other duties as the Board of Directors may from time to
time direct, but shall not participate in any major policy-making functions of
the corporation other than in his or her capacity as a director. The Vice-
Chairman shall act as Chairman of the Board of Directors unless another director
is elected Chairman.
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(b) The PRESIDENT shall, unless otherwise provided by the Board of
Directors, be the chief executive officer of the corporation. The President
shall have general charge of the business and affairs of the corporation and
shall keep the Board of Directors fully advised. The President shall employ and
discharge employees and agents of the corporation, except such as shall be
elected by the Board of Directors, and he or she may delegate these powers. The
President shall have such powers and perform such duties as generally pertain to
the office of the President, as well as such further powers and duties as may be
prescribed by the Board of Directors. The President may vote the shares or
other securities of any other domestic or foreign corporation of any type or
kind which may at any time be owned by the corporation, may execute any
shareholders' or other consents in respect thereof and may in his or her
discretion delegate such powers by executing proxies, or otherwise, on behalf of
the corporation. The Board of Directors, by resolution from time to time, may
confer like powers upon any other person or persons.
6.3 POWERS AND DUTIES OF VICE PRESIDENTS. Each Vice President shall have
such powers and perform such duties as the Board of Directors or the President
may prescribe and shall perform such other duties as may be prescribed by these
bylaws. In the absence or inability to act of the President, unless the Board
of Directors shall otherwise provide, the Vice President who has served in that
capacity for the longest time and who shall be present and able to act, shall
perform all duties and may exercise any of the powers of the President. The
performance of any such duty by a Vice President shall be conclusive evidence of
his or her power to act.
6.4 POWERS AND DUTIES OF THE SECRETARY. The Secretary shall have charge
of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he or she is
present. Except as otherwise provided by these bylaws, the Secretary shall
attend to the giving of all notices to shareholders and Directors. He or she
shall have charge of the seal of the corporation, shall attend to its use on all
documents the execution of which on behalf of the corporation under its seal is
duly authorized and shall attest the same by his or her signature whenever
required. The Secretary shall have charge of the record of shareholders of the
corporation, of all written requests by shareholders that notices be mailed to
them at an address other than their addresses on the record of shareholders, and
of such other books and papers as the Board of Directors may direct. Subject to
the control of the Board of Directors, the Secretary shall have all such powers
and duties as generally are incident to the position of Secretary or as may be
assigned to the Secretary by the President or the Board of Directors.
6.5 POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have charge
of all funds and securities of the corporation, shall endorse the same for
deposit or collection when necessary and deposit the same to the credit of the
corporation in such banks or depositaries as the Board of Directors may
authorize. The Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the corporation and may sign all receipts and
all commercial documents requiring endorsements for or on behalf of the
corporation and may sign all receipts and vouchers for payments made to the
corporation. The Treasurer shall have all such powers
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and duties as generally are incident to the position of Treasurer or as may be
assigned to the Treasurer by the President or by the Board of Directors.
6.6 APPOINTMENT, POWERS AND DUTIES OF ASSISTANT SECRETARIES. Assistant
Secretaries may be appointed by the President or elected by the Board of
Directors. In the absence or inability of the Secretary to act, any Assistant
Secretary may perform all the duties and exercise all the powers of the
Secretary. The performance of any such duty shall be conclusive evidence of the
Assistant Secretary's power to act. An Assistant Secretary shall also perform
such other duties as the Secretary or the Board of Directors may assign to him
or her.
6.7 APPOINTMENT, POWERS AND DUTIES OF ASSISTANT TREASURERS. Assistant
Treasurers may be appointed by the President or elected by the Board of
Directors. In the absence or inability of the Treasurer to act, an Assistant
Treasurer may perform all the duties and exercise all the powers of the
Treasurer. The performance of any such duty shall be conclusive evidence of the
Assistant Treasurer's power to act. An Assistant Treasurer shall also perform
such other duties as the Treasurer or the Board of Directors may assign to him
or her.
6.8 DELEGATION OF DUTIES. In case of the absence of any officer of the
corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer or
elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer. In such latter event
such new officer shall serve until the next annual election of officers.
ARTICLE SEVEN
CAPITAL STOCK
7.1 CERTIFICATES. (a) The interest of each shareholder shall be evidenced
by a certificate or certificates representing shares of the corporation which
shall be in such form as the Board of Directors may from time to time adopt and
shall be numbered and shall be entered in the books of the corporation as they
are issued. Each certificate representing shares shall set forth upon the face
thereof the following:
(i) the name of this corporation;
(ii) that the corporation is organized under the laws of the
State of Georgia;
(iii) the name or names of the person or persons to whom the
certificate is issued;
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(iv) the number and class of shares, and the designation of the
series, if any, which the certificate represents; and
(v) if any shares represented by the certificate are nonvoting
shares, a statement or notation to that effect; and, if the shares represented
by the certificate are subordinate to shares of any other class or series with
respect to dividends or amounts payable on liquidation, the certificate shall
further set forth on either the face or back thereof a clear and concise
statement to that effect.
(b) Each certificate shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the corporation or a facsimile thereof. If a certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or an employee of the corporation, the signature of any such
officer of the corporation may be a facsimile. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be delivered
as though the person or persons who signed such certificate or certificates or
whose facsimile signatures shall have been used thereon had not ceased to be
such officer or officers.
7.2 SHAREHOLDER LIST. The corporation shall keep or cause to be kept a
record of the shareholders of the corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes or series of stock,
if any, the names of the shareholders entitled to vote, with the address of and
the number of shares held by each. Said record shall be presented and kept open
at all meetings of the shareholders.
7.3 TRANSFER OF SHARES. Transfers of stock shall be made on the books of
the corporation only by the person named in the certificate, or by power of
attorney lawfully constituted in writing, and upon surrender of the certificate,
or in the case of a certificate alleged to have been lost, stolen or destroyed,
upon compliance with the provisions of Section 7.7 of these bylaws.
7.4 RECORD DATES. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy days and,
in case of a meeting of shareholders, not less than ten days, prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.
7.5 REGISTERED OWNER. The corporation shall be entitled to treat the
holder of record of any share of stock of the corporation as the person entitled
to vote such share, to receive any dividend or other distribution with respect
to such share, and for all other purposes and
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accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.
7.6 TRANSFER AGENT AND REGISTRARS. The Board of Directors may appoint one
or more transfer agents and one or more registrars and may require each stock
certificate to bear the signature or signatures of a transfer agent or a
registrar or both.
7.7 LOST CERTIFICATES. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall make an affidavit or affirmation of the fact in
such manner as the Board of Directors may require and, if the Directors so
require, shall give the corporation a bond of indemnity in form and amount and
with one or more sureties satisfactory to the Board of Directors, whereupon an
appropriate new certificate may be issued in lieu of the certificate alleged to
have been lost, stolen or destroyed.
7.8 FRACTIONAL SHARES OR SCRIP. The corporation may, when and if
authorized so to do by its Board of Directors, issue certificates for fractional
shares or scrip in order to effect share transfers, share distributions or
reclassifications, mergers, consolidations or reorganizations. Holders of
fractional shares shall be entitled, in proportion to their fractional holdings,
to exercise voting rights, receive dividends and participate in any of the
assets of the corporation in the event of liquidation. Holders of scrip shall
not, unless expressly authorized by the Board of Directors, be entitled to
exercise any rights of a shareholder of the corporation, including voting
rights, dividend rights or the right to participate in any assets of the
corporation in the event of liquidation. In lieu of issuing fractional shares
or scrip, the corporation may pay in cash the fair value of fractional interests
as determined by the Board of Directors; and the Board of Directors may adopt
resolutions regarding rights with respect to fractional shares or scrip as it
may deem appropriate, including without limitation the right for persons
entitled to receive fractional shares to sell such fractional shares or purchase
such additional fractional shares as may be needed to acquire one full share, or
sell such fractional shares or scrip for the account of such persons.
ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 INSPECTION OF BOOKS AND RECORDS. (a) Any person who shall be the
holder of record of, or authorized in writing by the holders of record of, at
least two (2%) percent of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine in person or by agent or attorney, at any reasonable time or
times, for any proper purpose, the books and records of account, minutes and
record of shareholders and to make extracts therefrom.
(b) A shareholder may inspect and copy the records described in the
immediately preceding paragraph only if (i) his or her demand is made in good
faith and for a
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proper purpose that is reasonably relevant to his or her legitimate interest as
a shareholder; (ii) the shareholder describes with reasonable particularity his
or her purpose and the records he or she desires to inspect; (iii) the records
are directly connected with the stated purpose; and (iv) the records are to be
used only for that purpose.
(c) If the Secretary or a majority of the corporation's Board of
Directors or Executive Committee members find that the request is proper, the
Secretary shall promptly notify the shareholder of the time and place at which
the inspection may be conducted.
(d) If said request is found by the Secretary, the Board of Directors
or the Executive Committee to be improper, the Secretary shall so notify the
requesting shareholder on or prior to the date on which the shareholder
requested to conduct the inspection. The Secretary shall specify in said notice
the basis for the rejection of the shareholder's request.
(e) The Secretary, the Board of Directors and the Executive Committee
shall at all times be entitled to rely on the corporate records in making any
determination hereunder.
8.2 SEAL. The corporate seal shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
corporation.
8.3 ANNUAL STATEMENTS. Not later than four months after the close of each
fiscal year, and in any case prior to the next annual meeting of shareholders,
the corporation shall prepare:
(a) A balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and
(b) A profit and loss statement showing the results of its operations
during its fiscal year. Upon written request, the corporation promptly shall
mail to any shareholder of record a copy of its most recent balance sheet and
profit and loss statement.
ARTICLE NINE
INDEMNIFICATION
9.1 AUTHORITY TO INDEMNIFY. The corporation shall indemnify or obligate
itself to indemnify an individual made a party to a proceeding because he or she
is or was a director, officer, employee or agent of the corporation (or was
serving at the request of the corporation as a director, officer or employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise) for reasonable expenses, judgments, fines, penalties and amounts
paid in settlement (including attorneys' fees), incurred in connection with the
proceeding if the individual acted in manner he or she believed in good faith to
be in or not opposed to the best interests of
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the corporation and, in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, or conviction, or upon a plea of
NOLO CONTENDERE or its equivalent is not, of itself, determinative that the
director, officer, employee or agent did not meet the standard of conduct set
forth above. Indemnification permitted under this action in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
9.2 MANDATORY INDEMNIFICATION. The extent that a director, officer,
employee or agent of the corporation has been successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party, or
in defense of any claim, issue, or matter therein , because he or she is or was
a director, officer, employee or agent of the corporation, the corporation shall
indemnify the director, employee or agent against reasonable expenses incurred
by him or her in connection therewith.
9.3 ADVANCE FOR EXPENSES. The corporation shall pay for or reimburse the
reasonable expenses incurred by a director, officer, employee or agent of the
corporation who is a party to a proceeding in advance of final disposition of
the proceeding if (a) he or she furnishes the corporation written affirmation of
his or her good faith belief that he or she has met the standard of conduct set
forth in Section 9.1 of this section, and (b) he or she furnishes the
corporation a written undertaking, executed personally or on his or her behalf,
to repay any advances if it is ultimately determined that he or she is not
entitled to indemnification. The undertaking required by this section must be
an unlimited general obligation but need not be secured and may be accepted
without reference to financial ability to make repayment.
9.4 COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES. A director,
officer, employee or agent of the corporation who is a party to a proceeding may
apply for indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction.
9.5 DETERMINATION OF INDEMNIFICATION. Except as provided in Section 9.2
and except as may be ordered by the court, the corporation may not indemnify a
director, officer, employee or agent under Section 9.1 unless authorized
thereunder and a determination has been made in the specific case that
indemnification of the director, officer, employee or agent is permissible in
the circumstances because he or she has met the standard of conduct set forth in
Section 9.1. The determination shall be made:
(a) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceedings;
(b) If a quorum cannot be obtained, by majority vote of a committee
duly designated by the board of directors (in which designation directors who
are parties may participate), consisting solely of two or more directors not at
the time parties to the proceeding;
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(c) By special legal counsel:
(i) Selected by the board of directors or its committee in the
manner prescribed in paragraph (a) or (b) of this section; or
(ii) If a quorum of the board of directors cannot be obtained
and a committee cannot be designated, selected by majority vote of the full
board of directors (in which selection directors who are parties may
participate); or
(d) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.
9.6 AUTHORIZATION OF INDEMNIFICATION. Authorization of indemnification or
an obligation to indemnify and evaluation as the reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (c) of Section 9.5 to select
counsel.
9.7 OTHER RIGHTS. The indemnification and advancement of expenses
provided by or granted pursuant to this Article Nine shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, resolution, agreement or contract either specifically or in
general terms approved by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon taken at a meeting the notice of which
specified that such bylaw, resolution or agreement would be placed before the
stockholders, both as to action by a director, trustee, officer, employee or
agent in his or her official capacity and as to action in another capacity while
holding such office or position; except that no such other rights, in respect to
indemnification or otherwise, may be provided or granted to a director, trustee,
officer, employee, or agent pursuant to this Section 9.7 by the corporation for
liability for (a) any appropriation, in violation of his or her duties, of any
business opportunity of the corporation; (b) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (c) the
types of liability set forth in Section 14-2-832 of the Georgia Business
Corporation Code dealing with illegal or unauthorized distributions of corporate
assets, whether as dividends or in liquidation of the corporation or otherwise;
or (d) any transaction from which the director derived an improper material
tangible personal benefit.
9.8 INSURANCE. The corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against liability asserted against or incurred by him or her in that
capacity or arising from his or
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her status as a director, officer, employee, or agent whether or not the
corporation would have power to indemnify him or her against the same liability
under this Article Nine.
9.9 CONTINUATION OF EXPENSES. The indemnification and advancement of
expenses provided by or granted pursuant to this Article Nine shall continue as
to a person who has ceased to be a director, trustee, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
ARTICLE TEN
NOTICES: WAIVERS OF NOTICE
10.1 NOTICES. Except as otherwise specifically provided in these bylaws,
whenever under the provisions of these bylaws notice is required to be given to
any shareholder, Director or officer, it shall not be construed to mean personal
notice, but such notice may be given by personal notice, by telegram or
cablegram, or by mail by depositing the same in the post office or letter box in
a postage prepaid sealed wrapper, addressed to such shareholder, Director or
officer at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus sent
or mailed.
10.2 WAIVERS OF NOTICE. Except as otherwise provided in these bylaws,
when any notice is required to be given by law, by the Articles of Incorporation
or by these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. In the case of a shareholder, such waiver of notice may
be signed by the shareholder's attorney or proxy duly appointed in writing.
ARTICLE ELEVEN
EMERGENCY POWERS
11.1 BYLAWS. The Board of Directors may adopt emergency bylaws, subject
to repeal or change by action of the shareholders, which shall, notwithstanding
any provision of law, the Articles of Incorporation or these Bylaws, be
operative during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meeting of its Board of
Directors or its shareholders, or during any nuclear or atomic disaster, or
during the existence of any catastrophe, or other similar emergency condition,
as a result of which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action. The emergency bylaws may make
any provision that may be practical and necessary for the circumstances of the
emergency.
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11.2 LINES OF SUCCESSION. The Board of Directors, either before or during
any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
11.3 HEAD OFFICE. The Board of Directors, either before or during any
such emergency, may (effective during the emergency) change the head office or
designate several alternative head offices or regional offices, or authorize the
officers to do so.
11.4 PERIOD OF EFFECTIVENESS. To the extent not inconsistent with any
emergency bylaws so adopted, these bylaws shall remain in effect during any such
emergency and upon its termination, the emergency bylaws shall cease to be
operative.
11.5 NOTICES. Unless otherwise provided in emergency bylaws, notice of
any meeting of the Board of Directors during any such emergency may be given
only to such of the Directors as it may be feasible to reach at the time, and by
such means as may be feasible at the time, including publication, radio or
television.
11.6 OFFICERS AS DIRECTORS PRO TEMPORE. To the extent required to
constitute a quorum at any meeting of the Board of Directors during any such
emergency, the officers of the corporation who are present shall, unless
otherwise provided in emergency bylaws, be deemed, in order of rank and within
the same rank in order of seniority, Directors for such meeting.
11.7 LIABILITY OF OFFICERS, DIRECTORS AND AGENTS. No officer, Director,
agent or employee acting in accordance with any emergency bylaw shall be liable
except for willful misconduct. No officer, Director, agent or employee shall be
liable for any action taken by him or her in good faith in such an emergency in
furtherance of the ordinary business affairs of the corporation even though not
authorized by the bylaws then in effect.
ARTICLE TWELVE
CHECKS, NOTES, DRAFTS, ETC.
Checks, notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors by resolution shall from time to
time designate.
ARTICLE THIRTEEN
AMENDMENTS
The bylaws of the corporation may be altered or amended and new bylaws may
be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board
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of Directors at any regular or special meeting of the Board of Directors;
provided, however, that, if such action is to be taken at a meeting of the
shareholders, notice of the general nature of the proposed change in the bylaws
shall be given in the notice of meeting. The shareholders may provide by
resolution that any bylaw provision repealed, amended, adopted, or altered by
them may not be repealed, amended, adopted or altered by the Board of
Directors. Except as otherwise provided in the Articles of Incorporation,
action by the shareholders with respect to bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect Directors, and
action by the Board of Directors with respect to bylaws shall be taken by an
affirmative vote of a majority of all Directors then holding office.
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