EXHIBIT 3
AMENDED AND RESTATED
BYLAWS
OF
OWENS & MINOR, INC.
ARTICLE I
Meetings of Shareholders
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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. The annual meeting of the shareholders, for
the election of Directors and transaction of such other business as may come
before the meeting, shall be held in each year on the fourth Tuesday in April,
at 11:00 a.m., or on such other business day that is not earlier than the first
day of March and not later than the last day of April, or at such other time, as
shall be fixed by the Board of Directors.
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 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.
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 outstanding shares of capital stock entitled to vote 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 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 one vote, 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.
1.8 Nomination by Shareholders. Subject to any rights of holders of
shares of the Preferred Stock of the Corporation, nominations for the election
of directors shall be made by the Board of Directors or by any shareholder
entitled to vote in elections of directors. However, any shareholder entitled to
vote in the election of directors may nominate one or more persons for election
as directors only at an annual meeting and if written notice of such
shareholders' intent to make such nomination or nominations has been given,
either by personal delivery or by United States registered or certified mail,
postage prepaid, to the Secretary of the Corporation not later than 90 days
before the anniversary of the date of the first mailing of the Corporation's
proxy statement for the immediately preceding year's annual meeting. In no event
shall the public announcement of an adjournment or postponement of an annual
meeting or the fact that an annual meeting is held after the anniversary of the
preceding annual meeting commence a new time period for the giving of a
shareholder's notice as described above. Each notice shall set forth (i) the
name and address of record of the shareholder who intends to make the
nomination, the beneficial owner, if any, on whose behalf the nomination is made
and of the person or persons to be nominated, (ii) the class and number of
shares of the Corporation that are owned by the shareholder and such beneficial
owners, (iii) a representation that the shareholder is a holder of record of
shares of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (iv) a description of all arrangements, understandings or
relationships between the shareholder and each nominee and any other person or
person (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder, and such other information
regarding each nominee proposed by such shareholder as would be required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required to be disclosed, pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors, and shall include a consent
signed by each such nominee to serve as a director of the Corporation it so
elected. In the event that a shareholder attempts to nominate any person without
complying with the procedures set forth in this Section 1.8, such person shall
not be nominated and shall not stand for election at such meeting. The Chairman
of the Board of Directors shall have the power and duty to determine whether a
nomination proposed to be brought before the meeting was made in accordance with
the procedures set forth in this Section 1.8 and, if any proposed nomination is
not in compliance with this Section 1.8, to declare that such defective proposal
shall be disregarded.
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1.9 Business Proposed by a Shareholder. To be properly brought
before a meeting of shareholders, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (iii) otherwise properly brought before
an 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 of the Corporation. To be timely, a shareholder's notice must be
given, either by personal delivery or by United States registered or certified
mail, postage prepaid, to the Secretary of the Corporation not later than 90
days before the anniversary of the date of the first mailing of the
Corporation's proxy statement for the immediately preceding year's annual
meeting. In no event shall the public announcement of an adjournment or
postponement of an annual meeting or the fact that an annual meeting is held
after the anniversary of the preceding annual meeting commence a new time period
for the giving of a shareholder's notice as described above. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting, including the complete text of any
resolutions to be presented at the meeting with respect to such business, and
the reasons for conducting such business at the meeting, (ii) the name and
address of record of the shareholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made, (iii) the class and number
of shares of the Corporation that are owned by the shareholder and such
beneficial owner and (iv) any material interest of the shareholder and such
beneficial owner, in such business. In the event that a shareholder attempts to
bring business before a meeting without complying with the procedures set forth
in this Section 1.9, such business shall not be transacted at such meeting. The
Chairman of the Board of Directors shall have the power and duty to determine
whether any proposal to bring business before the meeting was made in accordance
with the procedures set forth in this Section 1.9 and, if any business is not
proposed in compliance with this Section 1.9, to declare that such defective
proposal shall be disregarded and that such proposed business shall not be
transacted at such meeting.
ARTICLE II
Directors
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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 eleven (11). The Directors shall be divided into
three (3) classes, each class to be as nearly equal in number as possible.
2.3 Election and Removal of Directors; Quorum.
(a) At each annual meeting of shareholders, (i) the
number of Directors equal to the number in the class whose term expires at the
time of such meeting shall be elected to hold office until the third succeeding
annual meeting and until their successors are elected, and (ii) any other
vacancies then existing shall be filled.
(b) Any Director may be removed from office at a meeting
called expressly for that purpose by the vote of shareholders holding not less
than a majority of the shares entitled to vote at an election of Directors.
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(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 than a quorum of the Board, and the term of office of any
Director so elected shall expire at the next shareholders' meeting at which
directors are elected.
(d) A majority of the number of Directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The
act of a majority of Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Less than a quorum may adjourn any
meeting.
2.4 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, the Chief Executive Officer or a majority 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.
2.5 Compensation. By resolution of the Board, Directors may be
allowed a fee and expenses for attendance at all meetings, but nothing herein
shall preclude Directors from serving the Corporation in other capacities and
receiving compensation for such other services.
2.6 Eligibility for Service as a Director. Except for any present
Director who is more than 65 years of age on December 14, 1998, no person shall
be appointed or be eligible for election to the Board of Directors of the
Corporation if such person, at the time of the prospective appointment or
election, is then more than 67 years of age (so that no such person shall be
more than 70 years of age at the expiration of his or her term as a Director of
the Corporation). Any present Director who is more than 65 years of age on
December 14, 1998 shall not be appointed or be eligible for election to the
Board if such Director is more than 72 years of age at the time of the
prospective appointment or election (so that no such Director shall be more than
75 years of age at the expiration of his or her term as a Director of the
Corporation).
2.7 Director Emeritus. The Board of Directors may from time to time
elect one or more former directors as Directors Emeriti. Election as a Director
Emeritus shall be in recognition of contributions during his or her tenure on
the Board of Directors and in appreciation for loyal and dedicated service. A
Director Emeritus shall be elected for a term expiring on the date of the next
annual meeting of the Board and will be recognized at the annual meeting. A
Director Emeritus is an honorary non-compensated position and not considered a
"Director" or Section 16 Insider for the purposes of these bylaws or for any
other purpose. Therefore, Director Emeriti shall attend Board meetings and
participate in other Board events only at the invitation of the Chairman.
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ARTICLE III
Committees
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3.1 Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of Directors fixed by these Bylaws, may
elect an Executive Committee which shall consist of not less than three
Directors, including the Chief Executive Officer (if the Chief Executive Officer
is also a Director). 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 that 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 Other Committees. The Board of Directors, by resolution
adopted by a majority of the number of Directors fixed by 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; and the members, terms and
authority of such committees shall be as set forth in the resolutions
establishing the same.
3.3 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.
3.4 Quorum and Manner of Acting. A majority of the number of
members of any Committee 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.
3.5 Term of Office. Members of any Committee shall be elected as
above provided and shall hold office until their successors are elected by the
Board of Directors or until such Committee is dissolved by the Board of
Directors.
3.6 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.
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3.7 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
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4.1 Election of Officers: Terms. The officers of the Corporation
shall consist of a Chief Executive Officer, a President, a Secretary and a
Treasurer. Other officers, including a Chairman of the Board, 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. . Any two or
more officers may be combined in the same person as the Board of Directors may
determine.
4.2 Removal of Officers: Vacancies. Any officer of the Corporation
may be 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 either the Chairman of the Board or the President of the
Corporation, as designated by the Board of Directors. Subject to the direction
and control of the Board of Directors, the Chief Executive Officer shall
supervise and control the management of the Corporation, shall be primarily
responsible for the implementation of policies of the Board of Directors and
shall have such duties and authority as are normally incident to the position of
chief executive officer of a corporation and such other duties and authority as
may be prescribed from time to time by the Board of Directors or as are provided
elsewhere in these Bylaws. The Chief Executive 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 execution
thereof shall be expressly delegated by these Bylaws to some other officer or
agent of the Corporation or shall be required by law otherwise to be signed or
executed.
4.5 Duties of the Chairman of the Board. The Board of Directors
may, but need not, appoint from among its members an officer designated as the
Chairman of the Board. The Chairman of the Board shall, when present, preside
over meetings of the Board of Directors and shall have such other duties and
authority as may be prescribed from time to time by the Board of Directors or as
are provided for elsewhere in these Bylaws.
4.6 Duties of the President. Subject to the direction and control
of the Board of Directors and the Chief Executive Officer (if the President is
not also the Chief Executive Officer), the President shall supervise and control
the operations of the Corporation and shall have such other duties as may be
prescribed from time to time by the Board of Directors or the Chief Executive
Officer (if the President is not also the Chief Executive Officer) or as are
provided elsewhere in these Bylaws. The President 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 execution thereof
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.
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4.7 Duties of the Vice Presidents. Each Vice President (which term
includes any Senior Executive Vice President, Executive Vice President and
Senior 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 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 or the Chief
Executive Officer to some other officer or agent of the Corporation or shall be
required by law or otherwise to be signed or executed.
4.8 Duties of the Treasurer. The Treasurer 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
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 or
the Chief Executive Officer. The Treasurer 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 or
otherwise to be signed or executed.
4.9 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 by facsimile or
otherwise 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
required 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 or the Chief Executive Officer.
4.10 Compensation. The Board of Directors shall have authority
to fix the compensation of all officers of the Corporation.
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ARTICLE V
Capital Stock
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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
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 or other
distributions and to vote as such owner. To the extent that any provision of the
Amended and Restated Rights Agreement between the Corporation and Bank of New
York, as Rights Agent, dated as of February 9, 1998, is deemed to constitute a
restriction on the transfer of any securities of the Corporation, including,
without limitation, the Rights, as defined therein, such restriction is hereby
authorized by these Bylaws.
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 other
distribution, 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 or other distribution, 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 or other distribution 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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5.5 Control Share Acquisition Statute. Article 14.1 of the Virginia
Stock Corporation Act shall not apply to acquisitions of shares of capital stock
of the Corporation.
ARTICLE VI
Miscellaneous Provisions
------------------------
6.1 Seal. The seal of the Corporation shall consist of a circular
design with the words "Owens & Minor, Inc." around the top margin thereof,
"Richmond, Virginia" around the lower margin thereof and the word "Seal" in the
center thereof.
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 cast the vote which the Corporation may be entitled to
cast as a 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, or in lieu thereof, 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 such votes or give such
consents. The Chief Executive Officer shall instruct any person or persons so
appointed as to the manner of casting such votes or giving such consent and may
execute or cause to be executedon 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.
ARTICLE VII
Emergency Bylaws
----------------
7.1 The Emergency Bylaws provided in this Article VII shall be
operative 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.
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7.2 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 2.4 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 by
these 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:
(i) 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;
(ii) 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
(iii) 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.
7.3 No officer, Director or employee shall be liable for action
taken in good faith in accordance with these Emergency Bylaws.
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7.4 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 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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