AMENDED AND RESTATED
BYLAWS
OF
RICHFOOD HOLDINGS, INC.
(amended and restated as of January 28, 1997)
ARTICLE I.
MEETINGS OF SHAREHOLDERS.
1.1 Places of Meetings. All meetings of the shareholders shall be
held at such place, either within or without the Commonwealth of Virginia, as
from time to time may be fixed by the Board of Directors.
1.2 Annual Meetings. Subject to the Board of Directors' ability to
postpone a meeting under Virginia law, the annual meeting and all other meetings
of shareholders shall be held on such date and at such time and place as may be
fixed by the Board of Directors and stated in the notice of the meeting. The
annual meeting shall be held for the purpose of electing Directors and for the
transaction of only such other business as is properly brought before the
meeting in accordance with these bylaws. To be properly brought before an annual
meeting, business must be (i) specified in the notice of annual meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the annual meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the annual
meeting by a shareholder. In addition to any other applicable requirements
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof
in writing to the Secretary. To be timely, a shareholder's notice must be in
writing and delivered or mailed to and received by the Secretary not less than
sixty (60) days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class, series and number
of the Corporation's shares that are beneficially owned by the shareholder, and
(iv) any material interest of the shareholder in such business. Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Section 1.2; provided, however, that nothing in this Section 1.2 shall be deemed
to preclude discussion by any shareholder of any business properly brought
before the annual meeting. In the event that a shareholder attempts to bring
business before an annual meeting without complying with the provisions of this
Section 1.2, the chairman of the meeting shall declare to the shareholders
present at the meeting that the business was not properly brought before the
meeting in accordance with the foregoing procedures, and such business shall not
be transacted.
1.3 Special Meetings. A special meeting of the shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board, the
Vice-Chairman of the Board or the Chief Executive Officer or by a majority of
the Board of Directors. At a special meeting no business shall be transacted
and no corporate action shall be taken other than that stated in the notice
of the meeting.
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1.4 Notice of Meetings. Written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
mailed not less than ten nor more than sixty days before the date of the meeting
to each shareholder of record entitled to vote at such meeting, at his address
which appears in the share transfer books of the Corporation. Such further
notice shall be given as may be required by law, but meetings may be held
without notice if all the shareholders entitled to vote at the meeting are
present in person or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
1.5 Quorum. Any number of shareholders together holding at least a
majority of the votes entitled to be cast by a voting group with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum of that voting group
for the transaction of business. If less than a quorum shall be in attendance
at the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority of the shareholders present or
represented by proxy without notice other than by announcement at the meeting.
1.6 Voting. At any meeting of the shareholders each shareholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have that number of votes specified in the Articles of Incorporation, in
person or by proxy, for each share of capital stock of such class standing in
his name on the books of the Corporation on the date, not more than seventy days
prior to such meeting, fixed by the Board of Directors as the record date for
the purpose of determining shareholders entitled to vote. Every proxy shall be
in writing, dated and signed by the shareholder entitled to vote or his duly
authorized attorney-in-fact.
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1.7 Inspectors. An appropriate number of inspectors for any meeting
of shareholders may be appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots and will decide all questions as to the qualifications of voters,
validity of proxies and ballots and the number of votes properly cast.
ARTICLE II.
Directors.
2.1 General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and,
except as otherwise expressly provided by law, the Articles of Incorporation or
these bylaws, all of the powers of the Corporation shall be vested in such
Board.
2.2 Number of Directors. The number of Directors constituting the
Board of Directors shall be twelve (12), and shall be subject to change as
provided in the Articles of Incorporation.
2.3 Election and Removal of Directors; Quorum.
(a) Directors shall be elected at each annual meeting of
shareholders to succeed those Directors whose terms have expired and to fill
any vacancies then existing.
(b) Directors shall hold their offices for terms of one
year and until their successors are elected.
(c) Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of the majority of the remaining Directors
though less
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than a quorum of the Board, and the term of office of any Director so elected
shall expire at the next annual meeting of shareholders and when his successor
is elected.
(d) A majority of the number of Directors elected and
serving shall constitute a quorum for the transaction of meeting at which a
quorum is present shall be the act of the Board of Directors. Less than a
quorum may adjourn any meeting.
(e) Subject to any rights of holders of preferred shares,
only persons who are nominated in accordance with the procedures set forth in
this Section 2.3(e) shall be eligible for election as Directors. Notice of
nominations made by shareholders entitled to vote for the election of Directors
shall be received in writing by the Secretary not less than fifty (50) nor more
than seventy-five (75) days before the first anniversary of the date of the
Corporation's proxy statement in connection with the last meeting of
shareholders called for the election of Directors. Each notice shall set forth
(i) the name, age, business address and, if known, residence address of
each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, and (iii) the number and class of capital
shares of the Corporation beneficially owned by each such nominee. The
Secretary shall deliver all such notices to the Corporation's Nominating
Committee, or such other committee as may be appointed by the Board of Directors
from time to time for such propose, for review. The Nominating Committee
shall thereafter make its recommendation with respect to nominees to the Board
of Directors. The chairman of any meeting of shareholders called for the
election of Directors may, if the facts warrant, determine that a nomination was
not made in accordance with the foregoing procedures, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded.
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(f) No person shall be elected or re-elected as a Director
if at the time of any proposed election or re-election he or she shall have
attained the age of seventy (70) years.
2.4 Chairman and Vice Chairmen of the Board. The Board at its annual
meeting shall elect a Chairman of the Board and may elect one or more
Vice-Chairmen of the Board, each of whom shall hold office until the next annual
meeting and until their successors are elected. The Chairman and any
Vice-Chairman may be removed summarily with or without cause, at any time, by
the Board. Vacancies in such positions may be filled by the Board of Directors.
2.5 Meetings of Directors. An annual meeting of the Board of
Directors shall be held as soon as practicable after the adjournment of the
annual meeting of shareholders at such place as the Board may designate. Other
meetings of the Board of Directors shall be held at places within or without the
Commonwealth of Virginia and at times fixed by resolution of the Board, or upon
call of the Chairman of the Board, any Vice-Chairman of the Board, the Chief
Executive Officer or any one of the Directors. The Secretary or officer
performing the Secretary's duties shall give not less than twenty-four hours'
notice by letter, telegraph or telephone (or in person) of all meetings of the
Board of Directors, provided that notice need not be given of the annual meeting
or of regular meetings held at times and places fixed by resolution of the
Board. Meetings may be held at any time without notice if all of the Directors
are present, or if those not present waive notice in writing either before or
after the meeting. The notice of meetings of the Board need not state the
purpose of the meeting.
2.6 Compensation of Directors. Directors, as such, shall not receive
any stated salary for their services, except that, by resolution of the Board of
Directors, Directors may be paid (i) a retainer in an amount determined by the
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Board of Directors for their services as such, (ii) an additional retainer in an
amount determined by the Board of Directors for their services as Chairman of
the Board of Directors or chairman of any special or standing committee of the
Board of Directors, and (iii) a fixed sum and expenses for attendance at each
regular, adjourned, or special meeting of the Board of Directors or any special
or standing committee thereof. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
2.7 Director Emeritus. The Board of Directors may from time to time
elect one or more Directors Emeritus. Unless otherwise determined by the
Board of Directors, the election of a Director Emeritus shall continue in
effect for the remainder of his or her life. The Chairman of the Board and the
Chief Executive Officer may, at their election, call upon any Director
Emeritus from time to time for advice and consultation on matters of importance
to the Corporation and the Chairman of the Board or the Chief Executive
Officer may, on special occasions, invite any Director Emeritus to attend
meetings of the Board of Directors. In order that the position may be solely an
honorary one carrying with it no obligation for the performance of any specific
duties, the provisions pertaining to Directors contained in the Articles of
Incorporation of the Corporation and in these Bylaws shall not apply to any
Director Emeritus. Directors Emeritus shall not be entitled to receive any
compensation from the Corporation for serving in such capacity.
ARTICLE III.
Committees.
3.1 Executive Committee. The Board of Directors, by resolution
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adopted by a majority of the number of Directors fixed in accordance with these
bylaws, may elect an Executive Committee which shall consist of not less than
two Directors, including the Chief Executive Officer. When the Board of
Directors is not in session, the Executive Committee shall have all power vested
in the Board of Directors by law, by the Articles of Incorporation or by these
bylaws, provided that the Executive Committee shall not have power to (i)
approve or recommend to shareholders action that the Virginia Stock Corporation
Act requires to be approved by shareholders; (ii) fill vacancies on the Board or
on any of its committees; (iii) amend the Articles of Incorporation pursuant to
ss. 13.1-706 of the Virginia Code; (iv) adopt, amend, or repeal the bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi) authorize or
approve a distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
other than within limits specifically prescribed by the Board of Directors. The
Executive Committee shall report at the next regular or special meeting of the
Board of Directors all action which the Executive Committee may have taken on
behalf of the Board since the last regular or special meeting of the Board of
Directors.
3.2 Audit Committee. The Board of Directors, by resolution adopted by
a majority of the number of Directors fixed in accordance with these bylaws,
shall elect an Audit Committee which shall consist of not less than three
Directors; provided, however, that a majority (and not less than three) of the
Directors constituting the Audit Committee shall be neither (i) officers or
employees of the Corporation or any of its subsidiaries, nor (ii) Affiliates of
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any of the Corporation's Customers or any such Customers' subsidiaries. In
addition, the composition of the Committee shall comply with the requirements of
any listing agreement of any securities exchange or association to which the
Corporation is a party. At the time of election of the Committee, the Board of
Directors shall designate (or, in the absence of such designation by the Board,
the members of the Committee shall designate) one of the members of the
Committee to be its Chairman to serve until a successor is designated and
serving. The duties and responsibilities of the Audit Committee shall be set
forth in an Audit Committee Charter which shall be adopted by the Board of
Directors and which may be amended by the Board from time to time.
3.3 Other Committees. The Board of Directors, by resolution adopted
by a majority of the number of Directors fixed in accordance with these bylaws,
may establish such other standing or special committees of the Board as it may
deem advisable, consisting of not less than two Directors. The members, terms
and authority of such committees shall be as set forth in the resolutions
establishing the same.
3.4 Meetings. Regular and special meetings of any Committee
established pursuant to this Article may be called and held subject to the same
requirements with respect to time, place and notice as are specified in these
bylaws for regular and special meetings of the Board of Directors.
3.5 Quorum and Manner of Acting. A majority of the members of any
Committee serving at the time of any meeting thereof shall constitute a quorum
for the transaction of business at such meeting. The action of a majority of
those members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
3.6 Term of Office. Members of any Committee shall be elected as
above provided and shall hold office until their successors are elected by the
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Board of Directors or until such Committee is dissolved by the Board of
Directors.
3.7 Resignation and Removal. Any member of a Committee may resign at
any time by giving written notice of his intention to do so to the Chief
Executive Officer or the Secretary of the Corporation, or may be removed, with
or without cause, at any time by such vote of the Board of Directors as would
suffice for his election.
3.8 Vacancies. Any vacancy occurring in a Committee resulting from
any cause whatever may be filled by a majority of the number of Directors fixed
by these bylaws.
ARTICLE IV.
Officers.
4.1 Election of Officers; Terms. The officers of the Corporation
shall consist of a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary and a Treasurer or Chief Financial Officer. The officers
of the Corporation shall consist of a Chief Executive Officer, a President, a
Secretary and a Treasurer or Chief Financial Officer. Other officers, including
one or more Vice-Presidents (whose seniority and titles, including Executive
Vice-Presidents and Senior Vice-Presidents, may be specified by the Board of
Directors), and assistant and subordinate officers, may from time to time be
elected by the Board of Directors. All officers shall hold office until the next
annual meeting of the Board of Directors and until their successors are elected.
The Chief Executive Officer shall be chosen from among the Directors. The same
individual may simultaneously hold more than one office as the Board of
Directors may determine.
4.2 Removal of Officers; Vacancies. Any officer of the Corporation
may be
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removed summarily with or without cause, at any time, by the Board of Directors.
Vacancies may be filled by the Board of Directors.
4.3 Duties. The officers of the Corporation shall have such duties as
generally pertain to their offices, respectively, as well as such powers and
duties as are prescribed by law or are hereinafter provided or as from time to
time shall be conferred by the Board of Directors. The Board of Directors may
require any officer to give such bond for the faithful performance of his duties
as the Board may see fit.
4.4 Duties of the Chief Executive Officer. The Chief Executive
Officer shall be primarily responsible for the implementation of policies of the
Board of Directors. He shall have authority over the general management and
direction of the business and operations of the Corporation and its divisions,
if any, subject only to the ultimate authority of the Board of Directors. He
shall be a director, and, except as otherwise provided in these bylaws or in the
resolutions establishing such committees, he shall be ex officio a member of all
Committees of the Board. In the absence of the Chairman and any Vice-Chairman of
the Board, or if there are no such officers, the Chief Executive Officer shall
preside at all corporate meetings. He may sign and execute in the name of the
Corporation share certificates, deeds, mortgages, bonds, contracts or other
instruments except in cases where the signing and the execution thereof shall
be expressly delegated by the Board of Directors or by these bylaws to some
other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall perform such other
duties as from time to time may be assigned to him by the Board of Directors.
4.5 Duties of the President. The President shall have such powers and
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duties as may from time to time be assigned to him by the Chief Executive
Officer or the Board of Directors. The President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except where the signing and execution of
such documents shall be expressly delegated by the Board of Directors or the
Chief Executive Officer to some other officer or agent of the Corporation or
shall be required by law otherwise to be signed or executed. In addition, he
shall perform such other duties as from time to time may be assigned to him by
the Board of Directors.
4.6 Duties of the Vice-Presidents. Each Vice-President, if any, shall
have such powers and duties as may from time to time be assigned to him by the
Chief Executive Officer, the President or the Board of Directors. Any
Vice-President may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except where the signing and execution of such documents shall be
expressly delegated by the Board of Directors, the Chief Executive Officer or
the President to some other officer or agent of the Corporation or shall be
required by law otherwise to be signed or executed.
4.7 Duties of the Treasurer or Chief Financial Officer. The Treasurer
or Chief Financial Officer shall have charge of and be responsible for all
funds, securities, receipts and disbursements of the Corporation, and shall
deposit all monies and securities of the Corporation in such banks and
depositories as shall be designated by the Board of Directors. He shall be
responsible (i) for maintaining adequate financial accounts and records in
accordance with generally accepted accounting practices; (ii) for the
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preparation of appropriate operating budgets and financial statements; (iii) for
the preparation and filing of all tax returns required by law; and (iv) for the
performance of all duties incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the Board of Directors,
the Audit Committee, the Chief Executive Officer or the President. The Treasurer
or Chief Financial Officer may sign and execute in the name of the Corporation
share certificates, deeds, mortgages, bonds, contracts or other instruments,
except in cases where the signing and the execution thereof shall be expressly
delegated by the Board of Directors or by these bylaws to some other officer or
agent of the Corporation or shall be required by law otherwise to be signed or
executed.
4.8 Duties of the Secretary. The Secretary shall act as secretary of
all meetings of the Board of Directors and shareholders of the Corporation. When
requested, he shall also act as secretary of the meetings of the committees of
the Board. He shall keep and preserve the minutes of all such meetings in
permanent books. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all share
certificates of the Corporation and to all documents the execution of
which on behalf of the Corporation under its corporate seal is duly
authorized in accordance with law or the provisions of these bylaws; shall
have custody of all deeds, leases, contracts and other important corporate
documents; shall have charge of the books, records and papers of the
Corporation relating to its organization and management as a Corporation;
shall see that all reports, statements and other documents required by law
(except tax returns) are properly filed; and shall in general perform all the
duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board of Directors, the Chief
Executive Officer or the President.
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4.9 Compensation. The Board of Directors shall have authority to
fix the compensation of all officers of the Corporation.
ARTICLE V.
Capital Stock.
5.1 Certificates. The shares of capital stock of the Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
shares of the Corporation may be appointed by the Board of Directors and may be
required to countersign certificates representing shares of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not ceased to be
an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares
of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
5.3 Transfer of Shares. The shares of the Corporation shall be
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transferable or assignable only on the books of the Corporation by the holder in
person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize, however, the exclusive right of the person
registered on its books as the owner of shares to receive dividends and to vote
as such owner.
5.4 Fixing Record Date. 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 in any case to be not more than seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notices of the meeting are mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
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ARTICLE VI.
Miscellaneous Provisions.
6.1 Seal. The seal of the Corporation shall consist of a flat-faced
circular die, of which there may be any number of counterparts, on which there
shall be engraved the word "Seal" and the name of the Corporation.
6.2 Fiscal Year. The fiscal year of the Corporation shall end on
such date and shall consist of such accounting periods as may be fixed by the
Board of Directors.
6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders
for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.
6.4 Amendment of Bylaws. Unless proscribed by the Articles of
Incorporation, these bylaws may be amended or altered at any meeting of the
Board of Directors by affirmative vote of a majority of the number of Directors
fixed by these bylaws. The shareholders entitled to vote in respect of the
election of Directors, however, shall have the power to rescind, amend, alter or
repeal any bylaws and to enact bylaws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.
6.5 Voting of Shares Held. Unless otherwise provided by resolution of
the Board of Directors or of the Executive Committee, if any, the Chief
Executive Officer may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the vote which the Corporation may be entitled to cast as a
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shareholder or otherwise in any other corporation, any of whose securities may
be held by the Corporation, at meetings of the holders of the shares or other
securities of such other corporation, or to consent in writing to any action by
any such other corporation; and the Chief Executive Officer shall instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent and may execute or cause to be executed on behalf of the
Corporation, and under its corporate seal or otherwise, such written proxies,
consents, waivers or other instruments as may be necessary or proper in the
premises. In lieu of such appointment the Chief Executive Officer may himself
attend any meetings of the holders of shares or other securities of any such
other corporation and there vote or exercise any or all power of the Corporation
as the holder of such shares or other securities of such other corporation.
6.6 Charter Definition of "Customer". The term "Customer", as used
in Article III, Section (B)(3)(a)(vi) of the Company's Articles of
Incorporation, shall mean any person engaged in the sale of grocery products
that utilizes the Company or the Company's subsidiaries as its primary source
of supply for such products. The determination of whether a person utilizes
the Company or the Company's subsidiaries as its primary source of supply
shall initially be made by the officers of the Company and shall be reflected
in the books and records of the Company; provided, that the Board of Directors
shall retain the power pursuant to Article III, Section (B)(3)(b) of the
Articles of Incorporation to determine whether any person is or has ceased to be
a Customer.
ARTICLE VII.
Emergency Bylaws.
The emergency bylaws provided in this Article VII shall be operative
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during any emergency, notwithstanding any different provision in the preceding
Articles of these bylaws or in the Articles of Incorporation of the Corporation
or in the Virginia Stock Corporation Act (other than those provisions relating
to emergency bylaws). An emergency exists if a quorum of the Corporation's Board
of Directors cannot readily be assembled because of some catastrophic event. To
the extent not inconsistent with these emergency bylaws, the bylaws provided in
the preceding Articles shall remain in effect during such emergency and upon the
termination of such emergency the emergency bylaws shall cease to be operative
unless and until another such emergency shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called
by any officer of the Corporation or by any Director. The notice thereof shall
specify the time and place of the meeting. To the extent feasible, notice
shall be given in accord with Section 2.5 above, but notice may be given
only to such of the Directors as it may be feasible to reach at the time, by
such means as may be feasible at the time, including publication or radio, and
at a time less than twenty-four hours before the meeting if deemed necessary by
the person giving notice. Notice shall be similarly given, to the extent
feasible, to the other persons referred to in (b) below.
(b) At any meeting of the Board of Directors, a quorum
shall consist of a majority of the number of Directors fixed at the time in
accordance with Article II of the bylaws. If the Directors present at any
particular meeting shall be fewer than the number required for such quorum,
other persons present as referred to below, to the number necessary to make up
such quorum, shall be deemed Directors for such particular meeting as
determined by the following provisions and in the following order of priority:
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(i) the President, if not already serving as a
Director;
(ii) Vice-Presidents not already serving as
Directors, in the order of their seniority of first election to such offices, or
if two or more shall have been first elected to such offices on the same
day, in the order of their seniority in age;
(iii) All other officers of the Corporation in the
order of their seniority of first election to such offices, or if two or more
shall have been first elected to such offices on the same day, in the order of
their seniority in age; and
(iv) Any other persons that are designated on a
list that shall have been approved by the Board of Directors before the
emergency, such persons to be taken in such order of priority and subject to
such conditions as may be provided in the resolution approving the list.
(c) The Board of Directors, during as well as before 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.
(d) The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change the principal office,
or designate several alternative offices, or authorize the officers so to do.
No officer, Director or employee shall be liable for action taken in
good faith in accordance with these emergency bylaws.
These emergency bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders,
except that no such repeal or
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change shall modify the provisions of the next preceding paragraph with regard
to action or inaction prior to the time of such repeal or change. Any such
amendment of these emergency bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
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