Exhibit 3(ii)
BYLAWS
OF
Dollar General Corporation-TN (the "Corporation")
ARTICLE I.
OFFICES
The Corporation may have such offices, either within or without the State
of Tennessee, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II.
SHAREHOLDERS
2.1 Annual Meeting.
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An annual meeting of the shareholders of the Corporation shall be held on
such date as may be determined by the Board of Directors. The business to be
transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.
2.2 Special Meetings.
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A special meeting of shareholders shall be held on call of the Board of
Directors or if the holders of at least twenty percent (20%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one (I) or
more written demands for the meeting describing the purpose or purposes for
which such special meeting is to be held, including all statements necessary to
make any statement of such purpose not incomplete, false or misleading, and
include any other information specified in Schedule 14A, Rule 14a-3, Rule 14a-8,
or Rule 14a-11 of the Rules and Regulations of the Securities and Exchange
Commission and which written request shall be accompanied by a certified check
for fifty thousand dollars ($50,000) payable to the Corporation to cover the
Corporation's expenses in connection with such meeting, including the
preparation of proxy materials or information statements and the mailing of
notices and proxy materials to shareholders. Only business within the purpose or
purposes described in the meeting notice may be conducted at a special
shareholders' meeting.
2.3 Place of Meetings.
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The Board of Directors may designate any place, either within or without
the State of Tennessee, as the place of meeting for any annual meeting or for
any special meeting. If no place is fixed by the Board of Directors, the meeting
shall be held at the principal office of the Corporation.
2.4 Notice of Meetings; Waiver.
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(a) Notice. Notice of the date, time and place of each annual and special
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shareholders' meeting and, in the case of a special meeting, a description of
the purpose or purposes for which the meeting is called, shall be given no fewer
than ten (10) days nor more than two (2) months before the date of the meeting.
Such notice shall comply with the requirements of Article XI of these Bylaws.
(b) Waiver. A shareholder may waive any notice required by law, the
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Corporation's Charter (the "Charter") or these Bylaws before or after the date
and time stated in such notice. Except as provided in the next sentence, the
waiver must be in writing, be signed by the shareholder entitled to the notice
and be delivered to the Corporation for inclusion in the minutes or filing with
the corporate records. A shareholder's attendance at a meeting: (1) waives
objection to lack of notice or defective notice of the meeting, unless the
shareholder 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 (2) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
2.5 Record Date.
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The Board of Directors shall fix as the record date for the determination
of shareholders entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote or to take any other action, a date not more than
seventy (70) days before the meeting or action requiring a determination of
shareholders.
A record date fixed for a shareholders' meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than four (4)
months after the date fixed for the original meeting.
2.6 Shareholders' List.
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After the record date for a meeting has been fixed, the Corporation shall
prepare an alphabetical list of the names of all shareholders who are entitled
to notice of a shareholders' meeting. Such list will show the address of and
number of shares held by
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each shareholder. The shareholders' list will be available for inspection by any
shareholder, beginning two (2) business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder or his or her agent or
attorney is entitled on written demand to inspect and, subject to the
requirements of the Tennessee Business Corporation Act (the "Act"), to copy the
list, during regular business hours and at his or her expense, during the period
it is available for inspection.
2.7 Voting of Shares.
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Unless otherwise provided by the Act or the Charter, each outstanding share
is entitled to one (1) vote on each matter voted on at a shareholders' meeting.
Only shares are entitled to vote.
Unless otherwise provided in the Charter, directors are elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.
2.8 Proxies.
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A shareholder may vote his or her shares in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment either personally or through an attorney-in-fact. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. An appointment is valid for
eleven (11) months unless another period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable, and the
appointment is coupled with an interest.
2.9 Acceptance of Shareholder Documents.
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If the name signed on a shareholder document (a vote, consent, waiver, or
proxy appointment) corresponds to the name of a shareholder, the Corporation, if
acting in good faith, is entitled to accept such shareholder document and give
it effect as the act of the shareholder. If the name signed on such shareholder
document does not correspond to the name of a shareholder, the Corporation, if
acting in good faith, is nevertheless entitled to accept such shareholder
document and to give it effect as the act of the shareholder if:
(i) the shareholder is an entity and the name signed purports to be that of
an officer or agent of the entity;
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(ii) the name signed purports to be that of a fiduciary representing the
shareholder and, if the Corporation requests, evidence of fiduciary status
acceptable to the Corporation has been presented with respect to such
shareholder document;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation has been presented with respect to the
shareholder document;
(iv) the name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the Corporation requests, evidence
acceptable to the Corporation of the signatory's authority to sign for the
shareholder has been presented with respect to such shareholder document; or
(v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one (1) of the
co-owners, and the person signing appears to be acting on behalf of all the
co-owners.
The Corporation is entitled to reject a shareholder document if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has a reasonable basis for doubt about the validity of the signature on
such shareholder document or about the signatory's authority to sign for the
shareholder.
2.10 Action Without Meeting.
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Action required or permitted by the Act to be taken at a shareholders'
meeting may be taken without a meeting. If all shareholders entitled to vote on
the action consent to taking such action without a meeting, the affirmative vote
of the number of shares that would be necessary to authorize or take such action
at a meeting is the act of the shareholders.
The action must be evidenced by one (1) or more written consents describing
the action taken, at least one of which is signed by each shareholder entitled
to vote on the action in one (1) or more counterparts, indicating such signing
shareholder's vote or abstention on the action and delivered to the Corporation
for inclusion in the minutes or for filing with the corporate records.
If the Act or the Charter requires that notice of a proposed action be
given to nonvoting shareholders and the action is to be taken by consent of the
voting shareholders, then the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least ten (10) days before such action
is taken. Such notice shall contain or be accompanied by the same material that
would have been required to be sent
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to nonvoting shareholders in a notice of a meeting at which the proposed action
would have been submitted to the shareholders for action.
2.11 Presiding Officer and Secretary.
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Meetings of the shareholders shall be presided over by the Chairman, or if
the Chairman is not present or if the Corporation shall not have a Chairman, by
the Vice Chairman, the President, or Chief Executive Officer, or if neither the
Chairman, the Vice Chairman, the President, nor the Chief Executive Officer is
present, by a chairman chosen by a majority of the shareholders entitled to vote
at such meeting. The Secretary or, in the Secretary's absence, an Assistant
Secretary shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, a majority of the shareholders entitled
to vote at such meeting shall choose any person present to act as secretary of
the meeting.
2.12 Notice of Nominations.
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Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors authorized to make
such nominations or by any shareholder entitled to vote in the election of
directors generally. Any such shareholder nomination may be made, however, only
if written notice of such nomination has been given, either by personal delivery
or the United States mail, postage prepaid, to the Secretary of the Corporation
not later than (a) with respect to an election to be held at an annual meeting
of shareholders, one hundred twenty days in advance of the anniversary date of
the proxy statement for the previous year's annual meeting, and (b) with respect
to an election to be held at a special meeting of shareholders for the election
of directors called other than by written request of a shareholder, the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders, and (c) in the case of a special meeting of
shareholders duly called upon the written request of a shareholder to fill a
vacancy or vacancies (then existing or proposed to be created by removal at such
meeting), within ten business days of such written request. In the case of any
nomination by the Board of Directors or a committee appointed by the Board of
Directors authorized to make such nominations, compliance with the proxy rules
of the Securities and Exchange Commission shall constitute compliance with the
notice provisions of the preceding sentence.
In the case of any nomination by a shareholder, each such notice shall set
forth: (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to
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Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director, if elected); and (b) as to
the shareholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such shareholder, and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder; and
(c) a description of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
2.13 Notice of New Business.
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At an annual meeting of the shareholders only such new business shall be
conducted, and only such proposals shall be acted upon, as have been properly
brought before the meeting. To be properly brought before the annual meeting
such new business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For a proposal to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation, and the proposal and the shareholder must
comply with Rule 14a-8 under the Securities Exchange Act of 1934. To be timely,
a shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation within the time limits specified
by Rule 14a-8.
A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any financial interest of the
shareholder in such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.13. The presiding officer of the meeting shall, if the
facts warrant, determine and declare to the meeting that new business or any
shareholder proposal was not properly brought before the meeting in accordance
with the provisions of this Section 2.13, and if he or she should so determine,
he or she shall so declare to the meeting and any such business or proposal not
properly brought before the meeting shall not be acted upon at the meeting. This
provision shall not prevent the consideration and approval or
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disapproval at the annual meeting of reports of officers, directors and
committees, but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
2.14 Conduct of Meetings.
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Meetings of the shareholders generally shall follow accepted rules of
parliamentary procedure subject to the following:
(a) The presiding officer of the meeting shall have absolute authority over
the matters of procedure, and there shall be no appeal from the ruling of the
presiding officer. If, in his or her absolute discretion, the presiding officer
deems it advisable to dispense with the rules of parliamentary procedure as to
any meeting of shareholders or part thereof, he or she shall so state and shall
state the rules under which the meeting or appropriate part thereof shall be
conducted.
(b) If disorder should arise which prevents the continuation of the
legitimate business of the meeting, the presiding officer may quit the chair and
announce the adjournment of the meeting, and upon so doing, the meeting will
immediately be adjourned.
(c) The presiding officer may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.
(d) The resolution or motion shall be considered for vote only if proposed
by a shareholder or a duly authorized proxy and seconded by a shareholder or
duly authorized proxy other than the individual who proposed the resolution or
motion.
(e) Except as the President, Chief Executive Officer, or chairman may
permit, no matter shall be presented to the meeting which has not been submitted
for inclusion in the agenda at least thirty (30) days prior to the meeting.
ARTICLE III.
DIRECTORS
3.1 Powers and Duties.
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All corporate powers shall be exercised by or under the authority of and
the business and affairs of the Corporation managed under the direction of the
Board of Directors.
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3.2 Number and Term.
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(a) Number. The Board of Directors shall consist of no fewer than three (3)
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or more than fifteen (15) members. The exact number of directors, within the
minimum and maximum, or the range for the size of the Board, or whether the size
of the Board shall be fixed or variable range may be fixed, changed or
determined from time to time by the Board of Directors.
(b) Term. Directors shall be elected at the first annual shareholders'
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meeting and at each annual meeting thereafter. The terms of the initial
directors shall expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. Despite the expiration of a
director's term, he shall continue to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors.
Notwithstanding any other provision of these Bylaws, no person who has reached
the age of seventy-two (72) shall be eligible for election or re-election as a
director of the Corporation, nor shall the Board of Directors appoint a person
who has reached the age of seventy-two (72) to otherwise fill a vacancy arising
on the Board of Directors for any reason.
3.3 Meetings; Notice.
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The Board of Directors may hold regular and special meetings either within
or without the State of Tennessee. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
(a) Regular Meetings. Unless the Charter otherwise provides, regular
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meetings of the Board of Directors may be held without notice of the date, time,
place or purpose of the meeting.
(b) Special Meetings. Special meetings of the Board of Directors may be
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called by the Chairman, the President or a majority of the directors. Unless the
Charter otherwise provides, special meetings must be preceded by at least
twenty-four (24) hours' notice of the date, time and place of the meeting but
need not describe the purpose of such meeting. Such notice shall comply with the
requirements of Article XI of these Bylaws.
(c) Adjourned Meetings. Notice of an adjourned meeting need not be given if
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the time and place to which the meeting is adjourned are fixed at the meeting
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at which the adjournment is taken, and if the period of adjournment does not
exceed one (1) month in any one (1) adjournment.
(d) Waiver of Notice. A director may waive any required notice before or
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after the date and time stated in the notice. Except as provided in the next
sentence, the waiver must be in writing, signed by the director, and filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to him or her of such meeting 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.
3.4 Quorum.
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Unless the Charter requires a greater number, a quorum of the Board of
Directors consists of a majority of the fixed number of directors if the
Corporation has a fixed board size or a majority of the number of directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, if the Corporation has a variable range board.
3.5 Voting.
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If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors, unless the
Charter or these Bylaws require the vote of a greater number of directors. A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to have assented to such action unless:
(i) he or she objects at the beginning of the meeting (or promptly upon his
or her arrival) to holding the meeting or transacting business at the meeting;
(ii) his or her dissent or abstention from the action taken is entered in
the minutes of the meeting; or
(iii) he or she delivers written notice of his or her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
Corporation immediately after adjournment of the meeting. The right of dissent
or abstention is not available to a director who votes in favor of the action
taken.
3.6 Action Without Meeting.
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Unless the Charter otherwise provides, any action required or permitted by
the Act to be taken at a Board of Directors meeting may be taken without a
meeting. If all directors consent to taking such action without a meeting, the
affirmative vote of the
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number of directors that would be necessary to authorize or take such action at
a meeting is the act of the Board of Directors. Such action must be evidenced by
one or more written consents describing the action taken, at least one of which
is signed by each director, indicating the director's vote or abstention on the
action, which consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
3.7 Compensation.
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Directors and members of any committee created by the Board of Directors
shall be entitled to such reasonable compensation for their services as
directors and members of such committee as shall be fixed from time to time by
the Board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board or of any such committee
meetings. Any director receiving such compensation shall not be barred from
serving the Corporation in any other capacity and receiving reasonable
compensation for such other services.
3.8 Resignation.
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A director may resign at any time by delivering written notice to the Board
of Directors, the Chairman, President or to the Corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date.
3.9 Vacancies.
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Unless the Charter otherwise provides, if a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in the number of
directors or a vacancy resulting from the removal of a director with or without
cause, either the shareholders or the Board of Directors may fill such vacancy.
If the vacancy is filled by the shareholders, it shall be filled by a plurality
of the votes cast at a meeting at which a quorum is present. If the directors
remaining in office constitute fewer than a quorum of the Board of Directors,
they may fill such vacancy by the affirmative vote of a majority of all the
directors remaining in office.
3.10 Removal of Directors.
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(a) By Shareholders. The shareholders may remove one (1) or more directors
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with or without cause unless the Charter provides that directors may be removed
only for cause. If cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not
authorized, a director may be removed only if the number of votes cast to remove
him or her exceeds the number of votes cast not to remove him or her.
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(b) By Directors. If so provided by the Charter, any of the directors may
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be removed for cause by the affirmative vote of a majority of the entire Board
of Directors.
(c) General. A director may be removed by the shareholders or directors
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only at a meeting called for the purpose of removing him or her, and the meeting
notice must state that the purpose, or one (1) of the purposes, of the meeting
is removal of directors.
ARTICLE IV.
COMMITTEES
Unless the Charter otherwise provides, the Board of Directors may create
one (1) or more committees, each consisting of one (1) or more members. All
members of committees of the Board of Directors which exercise powers of the
Board of Directors must be members of the Board of Directors and serve at the
pleasure of the Board of Directors.
The creation of a committee and appointment of a member or members to it
must be approved by the greater of (i) a majority of all directors in office
when the action is taken or (ii) the number of directors required by the Charter
or these Bylaws to take action.
Unless otherwise provided in the Act, to the extent specified by the Board
of Directors or in the Charter, each committee may exercise the authority of the
Board of Directors. All such committees and their members shall be governed by
the same statutory requirements regarding meetings, action without meetings,
notice and waiver of notice, quorum and voting requirements as are applicable to
the Board of Directors and its members.
ARTICLE V.
OFFICERS
5.1 Number.
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The officers of the Corporation shall be a Chairman, a Vice Chairman, a
President, a Chief Executive Officer, a Chief Financial Officer, a Secretary and
such other officers, including Vice Presidents, as may be from time to time
appointed by the Board of Directors or by the Chairman with the Board of
Directors' approval. One person may simultaneously hold more than one office
except the President may not simultaneously hold the office of Secretary.
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5.2 Appointment.
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The principal officers shall be appointed annually by the Board of
Directors at the first meeting of the Board following the annual meeting of the
shareholders, or as soon thereafter as is conveniently possible. Each officer
shall serve at the pleasure of the Board of Directors and until his or her
successor shall have been appointed, or until his or her death, resignation or
removal.
5.3 Resignation and Removal.
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An officer may resign at any time by delivering notice to the Corporation.
Such resignation is effective when such notice is delivered unless such notice
specifies a later effective date. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer.
The Board of Directors may remove any officer at any time with or without
cause, but such removal shall not prejudice the contract rights, if any, of the
person so removed.
5.4 Vacancies.
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Any vacancy in an office for any reason may be filled for the unexpired
portion of the term by the Board of Directors.
5.5 Duties.
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(a) Chairman. The Chairman shall preside at all meetings of the
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shareholders and the Board of Directors and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
(b) Chief Executive Officer. The Chief Executive Officer of the Corporation
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shall have general supervision over the active management of the business of the
Corporation.
(c) President. The President shall have the general powers and duties of
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supervision and management usually vested in the office of the President of a
corporation and shall perform such other duties as the Board of Directors may
from time to time prescribe.
(d) Vice President. The Vice President or Vice Presidents (if any) shall be
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active executive officers of the Corporation, shall assist the Chairman, the
Chief Executive Officer and the President in the active management of the
business, and shall perform such other duties as the Board of Directors may from
time to time prescribe.
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(e) Chief Financial Officer. The Chief Financial Officer shall have the
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custody of the Corporation's funds and securities, shall keep or cause to be
kept full and accurate account of receipts and disbursements in books belonging
to the Corporation, and shall deposit or cause to be deposited all monies and
other valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Chief Financial
Officer shall disburse or cause to be disbursed the funds of the Corporation as
required in the ordinary course of business or as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the Chairman,
the President, the Chief Executive Officer, and directors at the regular
meetings of the Board, or whenever they may require it, an account of all of his
or her transactions as Chief Financial Officer and the financial condition of
the Corporation. He or she shall perform such other duties as may be incident to
the office or as prescribed from time to time by the Board of Directors.
(f) Secretary and Assistant Secretary. The Secretary or Assistant Secretary
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shall attend all meetings of the Board of Directors and all meetings of the
shareholders and shall prepare and record all votes and all minutes of all such
meetings in a book to be kept for that purpose. He or she shall also perform
like duties for any committee when required. The Secretary or Assistant
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors when required, and unless directed
otherwise by the Board of Directors, shall keep a stock record containing the
names of all persons who are shareholders of the Corporation, showing their
place of residence and the number of shares held by each of them. The Secretary
or Assistant Secretary shall have the responsibility of authenticating records
of the Corporation. The Secretary or Assistant Secretary shall perform such
other duties as may be prescribed from time to time by the Board of Directors.
(g) Other Officers. Other officers appointed by the Board of Directors
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shall exercise such powers and perform such duties as may be delegated to them.
(h) Delegation of Duties. In case of the absence or disability of any
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officer of the Corporation or of any person authorized to act in his or her
place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any officer, or any director, or any other person whom
it may select, during such period of absence or disability.
5.6 Indemnification, Advancement of Expenses and Insurance.
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(a) Indemnification and Advancement of Expenses. The Corporation shall
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indemnify and advance expenses to each director and officer of the Corporation,
or any person who may have served at the request of the Corporation's Board of
Directors or its President or Chief Executive Officer as a director or officer
of
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another corporation (and, in either case, such person's heirs, executors and
administrators), to the full extent allowed by the laws of the State of
Tennessee, both as now in effect and as hereafter adopted. The Corporation may
indemnify and advance expenses to any employee or agent of the Corporation who
is not a director or officer (and such person's heirs, executors and
administrators) to the same extent as to a director or officer, if the Board of
Directors determines that doing so is in the best interests of the Corporation.
(b) Non-Exclusivity of Rights. The indemnification and expense advancement
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provisions of subsection (a) of this Section 5.6 shall not be exclusive of any
other right which any person (and such person's heirs, executors and
administrators) may have or hereafter acquire under any statute, provision of
the Charter, provision of these Bylaws, resolution adopted by the shareholders,
resolution adopted by the Board of Directors, agreement, or insurance (purchased
by the Corporation or otherwise), both as to action in such person's official
capacity and as to action in another capacity.
(c) Insurance. The Corporation may maintain insurance, at its expense, to
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protect itself and any 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's Board
of Directors or its Chief Executive Officer as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any expense, liability
or loss whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under this Article or the Act.
ARTICLE VI.
SHARES OF STOCK
6.1 Shares with or without Certificates.
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The Board of Directors may authorize that some or all of the shares of any
or all of the Corporation's classes or series of stock be evidenced by a
certificate or certificates of stock. The Board of Directors may also authorize
the issue of some or all of the shares of any or all of the Corporation's
classes or series of stock without certificates. The rights and obligations of
shareholders with the same class and/or series of stock shall be identical
whether or not their shares are represented by certificates.
(a) Shares with Certificates. If the Board of Directors chooses to issue
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shares of stock evidenced by a certificate or certificates, each individual
certificate shall include the following on its face: (i) the Corporation's name,
(ii) the fact that the Corporation is organized under the laws of the State of
Tennessee, (iii) the name of the
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person to whom the certificate is issued, (iv) the number of shares represented
thereby, (v) the class of shares and the designation of the series, if any,
which the certificate represents, and (vi) such other information as applicable
law may require or as may be lawful.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the designations, relative rights, preferences
and limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate shall state
on its front or back that the Corporation will furnish the shareholder this
information in writing, without charge, upon request.
Each certificate of stock issued by the Corporation shall be signed (either
manually or in facsimile) by any two officers of the Corporation. If the person
who signed a certificate no longer holds office when the certificate is issued,
the certificate is nonetheless valid.
(b) Shares without Certificates. If the Board of Directors chooses to issue
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shares of stock without certificates, the Corporation, if required by the Act,
shall, within a reasonable time after the issue or transfer of shares without
certificates, send the shareholder a written statement of the information
required on certificates by Section 6.1(a) of these Bylaws and any other
information required by the Act.
6.2 Subscriptions for Shares.
------------------------
Subscriptions for shares of the Corporation shall be valid only if they are
in writing. Unless the subscription agreement provides otherwise, subscriptions
for shares, regardless of the time when they are made, shall be paid in full at
such time, or in such installments and at such periods, as shall be determined
by the Board of Directors. All calls for payment on subscriptions shall be
uniform as to all shares of the same class or of the same series, unless the
subscription agreement specifies otherwise.
6.3 Transfers.
---------
Transfers of shares of the capital stock of the Corporation shall be made
only on the books of the Corporation by (i) the holder of record thereof, (ii)
by his or her legal representative, who, upon request of the Corporation, shall
furnish proper evidence of authority to transfer, or (iii) his or her attorney,
authorized by a power of attorney duly executed and filed with the Secretary of
the Corporation or a duly appointed transfer agent. Such transfers shall be made
only upon surrender, if applicable, of the certificate or certificates for such
shares properly endorsed and with all taxes thereon paid.
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6.4 Lost, Destroyed or Stolen Certificates.
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No certificate for shares of stock of the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed or stolen except
on production of evidence, satisfactory to the Board of Directors, of such loss,
destruction or theft, and, if the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount and with such terms and such
surety as the Board of Directors may in its discretion require.
ARTICLE VII.
CORPORATE ACTIONS
7.1 Contracts.
---------
Unless otherwise required by the Board of Directors, the Chairman, the
President, the Chief Executive Officer or any Vice President shall execute
contracts or other instruments on behalf of and in the name of the Corporation.
The Board of Directors may from time to time authorize any other officer,
assistant officer or agent to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation as it may deem appropriate, and
such authority may be general or confined to specific instances.
7.2 Loans.
-----
No loans shall be contracted on behalf of the Corporation and no evidence
of indebtedness shall be issued in its name unless authorized by the Chairman,
the President, the Chief Executive Officer, the Chief Financial Officer or the
Board of Directors. Such authority may be general or confined to specific
instances.
7.3 Checks, Drafts, Etc.
-------------------
Unless otherwise required by the Board of Directors, all checks, drafts,
bills of exchange and other negotiable instruments of the Corporation shall be
signed by either the Chairman, the President, the Chief Executive Officer, a
Vice President or such other officer, assistant officer or agent of the
Corporation as may be authorized so to do by the Board of Directors. Such
authority may be general or confined to specific business, and, if so directed
by the Board, the signatures of two or more such officers may be required.
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7.4 Deposits.
---------
All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.
7.5 Voting Securities Held by the Corporation.
------------------------------------------
Unless otherwise required by the Board of Directors, the Chairman, the
President or the Chief Executive Officer shall have full power and authority on
behalf of the Corporation to attend any meeting of security holders, or to take
action on written consent as a security holder, of other corporations in which
the Corporation may hold securities. In connection therewith the Chairman, the
President, or the Chief Executive Officer shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation possesses. The Board of Directors may, from time to time, confer
like powers upon any other person or persons.
7.6 Dividends.
---------
The Board of Directors may, from time to time, declare, and the Corporation
may pay, dividends on its outstanding shares of capital stock in the manner and
upon the terms and conditions provided by applicable law. The record date for
the determination of shareholders entitled to receive the payment of any
dividend shall be determined by the Board of Directors, but which in any event
shall not be less than ten (10) days prior to the date of such payment.
ARTICLE VIII.
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar year.
ARTICLE IX.
CORPORATE SEAL
The Corporation shall not have a corporate seal.
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ARTICLE X.
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended, repealed or restated, and new Bylaws
may be adopted, at any meeting of the shareholders by the affirmative vote of a
majority of the stock represented at such meeting, or by the affirmative vote of
a majority of the members of the Board of Directors who are present at any
regular or special meeting.
ARTICLE XI.
NOTICE
Unless otherwise provided for in these Bylaws, any notice required shall be
in writing except that oral notice is effective if it is reasonable under the
circumstances and not prohibited by the Charter or these Bylaws. Notice may be
communicated in person; by telephone, telegraph, teletype or other form of wire
or wireless communication; or by mail or private carrier. If these forms of
personal notice are impracticable, notice may be communicated by a newspaper of
general circulation in the area where published; or by radio, television or
other form of public broadcast communication. Written notice to a domestic or
foreign corporation authorized to transact business in Tennessee may be
addressed to its registered agent at its registered office or to the corporation
or its secretary at its principal office as shown in its most recent annual
report or, in the case of a foreign corporation that has not yet delivered an
annual report, in its application for a certificate of authority.
Written notice to shareholders, if in a comprehensible form, is effective
when mailed, if mailed postpaid and correctly addressed to the shareholder's
address shown in the Corporation's current record of shareholders. Except as
provided above, written notice, if in a comprehensible form, is effective at the
earliest of the following: (a) when received; (b) five (5) days after its
deposit in the United States mail, if mailed correctly addressed and with first
class postage affixed thereon; (c) on the date shown on the return receipt, if
sent by registered or certified mail, return receipt requested, and the receipt
is signed by or on behalf of the addressee; or (d) twenty (20) days after its
deposit in the United States mail, as evidenced by the postmark if mailed
correctly addressed, and with other than first class, registered or certified
postage affixed. Oral notice is effective when communicated if communicated in a
comprehensible manner.
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