01/12/95
RESTATED BY-LAWS
OF
SHONEY'S, INC.
ARTICLE I
OFFICES
The executive offices of the Corporation shall be in Davidson
County, Tennessee, but the Corporation may have other offices at
such places as the Board of Directors may from time to time decide
or as the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held at the call of the Board of Directors on
a date and at a time and place, either within or without the State
of Tennessee, as may be selected by the Board of Directors.
Section 2. Special Meeting. Special Meetings of the
shareholders may be called at any time by the Chairman of the
Board, the Board of Directors or the holder or holders of not less
than one tenth (1/10) of all the shares entitled to vote at such
meeting, to be held at such time and place, either within or
without the State of Tennessee, as may be designated in the call of
the meeting.
Section 3. Notice of Meeting. Written Notice stating the
place, day and hour of annual and special meetings of shareholders
shall be given to each shareholder, either personally or by mail to
his last address of record with the Corporation, not less than ten
(10) nor more than sixty (60) days before the date of the meeting.
Notice of any special meeting of shareholders shall state the
purpose or purposes for which the meeting is called and the person
or persons calling the meeting. Notice of any annual or special
meeting of shareholders may be waived by the person or persons
entitled thereto by signing a written waiver of notice at any time
before or after the meeting is completed, which waiver may be
signed by a shareholder or by his attorney-in-fact or proxy holder.
Section 4. Voting. At all meetings of shareholders, all
shareholders of record shall be entitled to one vote for each share
of stock standing in their name and may vote either in person or by
proxy. Proxies shall be filed with the Secretary of the meeting
before being voted or counted for the purpose of determining the
presence of a quorum.
Section 5. Quorum. At all meetings of shareholders, a majority
of the outstanding shares of stock entitled to vote, represented in
person or by proxy, shall constitute a quorum for the transaction
of business; and the vote or authorization of a majority of the
shares represented at any meeting at which a quorum is present or
represented shall determine the action taken on any matter that may
come before the meeting unless otherwise specifically required by
law or by express provision of the charter or By-laws of the
Corporation. If, however, such majority shall not be present or
represented by proxy at any meeting of the stockholders, the
presiding officer or stockholders present in person or represented
by proxy shall have the power to adjourn from time to time without
notice other than announcement at the meeting, until the requisite
number of shares shall be represented when any business may be
transacted which might have been transacted at the meeting as
provided in the original notice.
Section 6. Action by Consent. Whenever the shareholders of the
Corporation are required or permitted to take any action by vote,
such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by all of the persons or
entities entitled to vote thereon.
Section 7. Advance Notice of Shareholder Proposals. At any
annual or special meeting of shareholders, proposals by
shareholders and persons nominated for election as Directors by
shareholders shall be considered only if advance notice thereof has
been timely given as provided herein and such proposals or
nominations are otherwise proper for consideration under applicable
law and the Charter and By-Laws of the Corporation. Notice of any
proposal to be presented by any shareholder or of the name of any
person to be nominated by any shareholder for election as a
Director of the Corporation at any meeting of shareholders shall be
delivered to the Secretary of the Corporation at its principal
executive office not less than 60 nor more than 90 days prior to
the date of the meeting; provided, however, that if the date of the
meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than 70 days prior to the date of the
meeting, such notice shall be given not more than ten days after
such date is first so announced or disclosed. Public notice shall
be deemed to have been given more than 70 days in advance of the
annual meeting if the Corporation shall have previously disclosed,
in these ByLaws or otherwise, that the annual meeting in each year
is to be held on a determinable date, unless and until the Board
determines to hold the meeting on a different date. Any shareholder
who gives notice of any such proposal shall deliver therewith the
text of the proposal to be presented and a brief written statement
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of the reasons why such shareholder favors the proposal and setting
forth such shareholder's name and address, the number and class of
all shares of each class of stock of the Corporation beneficially
owned by such shareholder and any material interest of such
shareholder in the proposal (other than as a shareholder). Any
shareholder desiring to nominate any person for election as a
Director of the Corporation shall deliver with such notice a
statement in writing setting forth the name of the person to be
nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e)
and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange
Commission applicable to the Corporation), such person's signed
consent to serve as a Director of the Corporation if elected, such
shareholder's name and address and the number and class of all
shares of each class of stock of the Corporation beneficially owned
by such shareholder. As used herein, shares "beneficially owned"
shall mean all shares as to which such person, together with such
person's affiliates and associates (as defined in Rule 12b-2 under
the Securities Exchange Act of 1934), may be deemed to beneficially
own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the
right to become the beneficial owner pursuant to any agreement
or understanding, or upon the exercise of warrants, options or
rights to convert or exchange (whether such rights are exercisable
immediately or only after the passage of time or the occurrence of
conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the
conduct of the meeting, shall determine whether such notice has
been duly given and shall direct that proposals and nominees not be
considered if such notice has not been given.
ARTICLE III
DIRECTORS
Section 1. Number of Qualifications. The business and affairs
of the Corporation shall be managed and controlled by a Board of
Directors, of not less than three nor more than fifteen in number.
The number of Directors shall be set by the Board of Directors.
Directors need not be shareholders of the Corporation.
Section 2. Nominations by Shareholders. Shareholders who wish
to nominate persons for election as Directors of the Corporation
shall comply with the requirements of ARTICLE II, Section 7 of
these By-Laws.
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Section 3. Election and Term of Office. The Directors shall be
elected at the annual meeting of shareholders; but if any such
annual meeting is not held or if the Directors are not elected at
any such annual meeting, the Directors may be elected at any
special meeting of the shareholders. Directors shall be elected by
a plurality of the votes cast. The Directors shall hold office
until the next annual meeting of shareholders and thereafter until
their respective successors have been elected and qualified.
Section 4. Meetings. Regular meetings of the Directors shall
be held annually following the annual meeting of the shareholders
and may be held without notice at such other places and times as
may be determined by the Board of Directors. Special meetings of
the Directors may be called at any time by the Chairman of the
Board or by a majority of the Directors on at least one day's
notice sent by any usual means of communication. Notice of any such
meeting may be waived by the person or persons entitled thereto by
signing a written waiver of notice at any time before or after the
meeting is completed. Attendance of a Director at a meeting shall
constitute a waiver of notice thereof unless such attendance is for
the express purpose of objecting to such meeting. Any meeting of
the Board of Directors may be held within or without the State of
Tennessee at such place as may be determined by the person or
persons calling the meeting.
Section 5. Quorum. A majority of the total number of Directors
then in office shall constitute a quorum for the transaction of
business; and the vote or action of a majority of the Directors
present at any meeting at which a quorum is had shall decide any
matter that may come before the meeting and shall be the act of the
Board unless otherwise specifically required by law or by express
provision of the charter or By-laws of the Corporation.
Section 6. Action by Consent. Any action required or permitted
to be taken by the Directors of the Corporation may be taken
without a meeting on written consent, setting forth the action so
taken, signed by all the Directors entitled to vote thereon.
Section 7. Vacancies. Vacancies in the Board of Directors
occurring for any reason, including an increase in the number of
Directors, resignation, or the removal of any Director with or
without cause, may be filled by vote of a majority of the Directors
then in office although less than a quorum exists; but if the
offices of a majority of the entire Board of Directors shall be
vacant at the same time, such vacancies shall be filled only by
vote of the shareholders. A director elected to fill any vacancy
shall hold office until the next annual meeting of shareholders and
thereafter until his successor has been elected and qualified.
Section 8. Removal and Resignation. Any or all of the
Directors may be removed with or without cause, at any time, by
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vote of the shareholders. Any Director may resign at any time, such
resignation to be made in writing and to take effect immediately or
on such later date as may be specified therein without acceptance.
Section 9. Committees. From time to time, a majority of the
entire Board of Directors may by resolution appoint an executive
committee or any other committee or committees for the purpose or
purposes to the extent permitted by law, which committee or
committees shall have such powers as shall be specified in the
resolution of appointment.
Section 10. Participation in Meetings. The members of the
Board of Directors, or any committee appointed by the Board, may
participate in a meeting of the Board or of such committee by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to such means
shall constitute presence in person at such meeting. The Directors
shall be promptly furnished a copy of the minutes of the Board of
Directors' meetings.
Section 11. Compensation. The Directors shall receive
compensation or salary for their services as Directors, said sum to
be fixed by proper resolution of the Board of Directors, and said
salary and compensation may include a fixed sum for expenses of
attending the meetings of the Board of Directors. A Director may
serve the Corporation in a capacity other than that of a Director
and receive compensation for services rendered in such other
capacity.
ARTICLE IV
OFFICERS
Section 1. Designation. The officers of the Corporation shall
be a Senior Chairman of the Board (which office shall be optional
with the Board of Directors), a Chairman of the Board, a President,
one or more Division Presidents, one or more Vice Presidents, a
Secretary and a Treasurer and such other officers, agents and
employees as may from time to time be elected, chosen or appointed
by the Board of Directors. Any Vice President may be designated as
Executive Vice President or Senior Vice President or such other
title as the Board may determine. Any two or more of such offices
may be held by the same person except the offices of President and
Secretary.
Section 2. Senior Chairman of the Board of Directors. The
Senior Chairman of the Board shall be an honorary and optional
position. In the absence of the Chairman, however, he shall preside
at all meetings of the shareholders and the Board of Directors and,
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in addition, shall have such duties with regard to the general and
active management of the Corporation as may be prescribed from time
to time by the Board of Directors or by the By-laws.
Section 3. Chairman of the Board of Directors. The Chairman of
the Board of Directors shall preside at all meetings of the
shareholders and the Board of Directors, and he shall call regular
and special meetings of the shareholders and Board of Directors in
accordance with these By-laws. He shall perform such other duties
as may be prescribed by the Board. The Board may designate the
Chairman chief executive officer of the Corporation.
Section 4. President. The President shall have general
supervision of the affairs and property of the Corporation, subject
to the direction of the Board of Directors and the Chairman of the
Board. He shall manage and control the regular business of the
Corporation; and he may appoint agents and employees of the
Corporation, other than officers elected or appointed by the Board,
subject to the approval of the Board. In the absence of the
Chairman of the Board, the President shall preside at any meeting
of the shareholders or the Board of Directors. He shall perform
such other duties as may from time to time be prescribed by the
Board.
Section 5. Division President. The Division President or
Division Presidents shall assist the President in the management of
the Corporation, shall have general supervision of the affairs and
property of that division of the Corporation over which he is
President, and shall have such other duties as may from time to
time be prescribed by the Board, the Chairman of the Board, or
President. In the absence, disqualification or incapacity of the
President, the senior Division President, if senior to the senior
Vice President, shall perform the duties and exercise the powers of
the President.
Section 6. Vice President. The Vice President or Vice
Presidents shall assist the President in the management of the
Corporation and shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, or
President. In the absence, disqualification or incapacity of the
President, the senior Vice President shall perform the duties and
exercise the powers of the President.
Section 7. Secretary. The Secretary shall keep the minutes of
all meetings of the shareholders and the Board of Directors in
appropriate books, and he shall attend to the giving of all notices
for the Corporation. He shall have charge of the seal and stock
books of the Corporation and such other books and papers as the
Board may direct, and he shall in general perform all duties
incident to the office of Secretary of the Corporation. He shall
perform such other duties as may from time to time be prescribed by
the Board, the Chairman of the Board, or President.
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Section 8. Treasurer. The Treasurer shall have the care and
custody of all funds and securities of the Corporation, and he
shall in general perform all duties incident to the office of
Treasurer of the Corporation. He shall perform such other duties as
may from time to time be prescribed by the Board, the Chairman of
the Board, or President.
Section 9. Other Officers. The Board of Directors may appoint,
or may authorize the Chairman of the Board or President to appoint,
assistant secretaries and assistant treasurers and such other
officers as the Board may from time to time decide, who shall have
such authority and perform such duties as may from time to time be
prescribed by the Board or designated by the President.
Section 10. Election and Term of Office. The officers shall be
elected or appointed at the regular meeting of the Board of
Directors following the annual meeting of shareholders, provided
that any vacancy or newly created office may be filled at a special
meeting or other regular meeting of the Board. Unless otherwise
determined by the Board, each officer shall hold office until the
next regular meeting of the Board following the annual meeting of
shareholders and thereafter until his successor has been elected or
appointed and qualified.
Section 11. Compensation. The Board of Directors, or one of
its duly appointed committees, shall fix the salaries of the
officers of the Corporation. The compensation of other agents and
employees of the Corporation may be fixed by the Board of Directors
or by an officer or officers for whom that function has been
delegated by the Board.
ARTICLE V
SHARES
Section 1. Certificates. The shares of the Corporation shall
be represented by certificates in such form as the Board of
Directors may from time to time prescribe. Such certificates shall
be numbered consecutively in the order in which they are issued,
which numbering system may be separated by class or series if there
shall be more than one class or series of shares. The certificates
shall be signed by the Chairman of the Board and Secretary unless
the Board of Directors shall otherwise designate any two officers
of the Corporation for such purpose.
Section 2. Record. The name and address of all persons to whom
the shares of the Corporation are issued, the number of shares, and
the date of issue shall be entered on the books of the Corporation.
It shall be the duty of each shareholder to notify the Corporation
of his address.
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Section 3. Transfers. The shares of the Corporation are
transferable only on the books of the Corporation by the registered
holder thereof, either in person or by power of attorney, and upon
delivery and surrender of the certificate representing such shares
properly endorsed for transfer. Certificates exchanged or
surrendered shall be cancelled by the Secretary and placed in the
corporate records.
Section 4. Loss of Certificates. In case of the loss,
mutilation or destruction of a certificate representing shares of
the Corporation, a duplicate certificate may be issued on such
terms as the Board of Directors shall prescribe.
Section 5. Transfer Agent, Registrar. The Board of Directors
may appoint a transfer agent or agents and/or a registrar, and a
dividend disbursing agent for the Corporation.
ARTICLE VI
SEAL
Section 1. Authority to Adopt. The Corporation may have a seal
in such form as the Board of Directors may adopt, and the Board of
Directors may from time to time change the form of the seal of the
Corporation.
Section 2. Scroll Seal. In the event the Board shall not have
adopted a seal or if it is inconvenient to use the adopted seal at
any time, an authorized signature made in the name of and on behalf
of the Corporation followed by the word "Seal" enclosed in
parentheses or scroll shall be deemed the seal of the Corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall end on the last
Sunday of October of each year, but the Board of Directors may from
time to time change the fiscal year of the Corporation.
ARTICLE VIII
DIVIDENDS, SURPLUS AND RESERVES
Section 1. Dividends. The Board of Directors may declare
dividends from the Corporation's net earnings, or from the surplus
of its assets over its liabilities, including capital, but not
otherwise. The Board of Directors may issue stock dividends,
provided the Corporation has a surplus equal in value, at a fair
valuation, to such stock issued as a dividend; and provided,
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further, that the surplus of the Corporation is reduced in an
amount equal to the value of the stock issued as a stock dividend.
Section 2. Surplus and Reserves. Before making any
distribution of proceeds, there may be set aside out of the net
proceeds of the Corporation such sums for maintaining any property
of the Corporation, or for any other purpose, and any profits of
any year not distributed as dividends shall be deemed to have been
thus set aside until otherwise disposed of by the Board of
Directors, and the Board of Directors may abolish any such reserve
in its absolute discretion.
ARTICLE IX
INDEMNITY
Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the
Corporation) by reason of the fact that he is or was serving as an
officer or director or employee of the Corporation or is or was
serving at the request of the Corporation as a Director or officer
of the Corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the Corporation against
expenses (including reasonable attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted
in good faith for a purpose which he reasonably believed to be in
the best interest of the corporation, and, in criminal proceedings,
in addition, had no reasonable cause to believe that his conduct
was
unlawful, to the maximum extent permitted by, and in the manner
provided by, the Tennessee Business Corporation Act. In the event
of a settlement, however, the indemnification herein shall apply
only when the Board of Directors approves such settlement and
reimbursement as being in the best interest of the Corporation. The
foregoing right of indemnification shall be in addition to and not
exclusive of all rights to which said Directors, officers or
employees may be entitled.
ARTICLE X
AMENDMENTS
The shareholders of the Corporation may adopt new By-laws and
may amend or repeal any or all of these By-laws at any annual or
special meeting provided, however, that notice of intention to
amend shall have been contained in the notice of any special
meeting called for that purpose; and also the Board of Directors
may adopt new by-laws and may be amend or repeal any or all of
these By-laws by the vote of a majority of the entire Board, and
provided further that any by-law adopted by the Board may be
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amended or repealed by the shareholders. The Board of Directors may
amend by-laws adopted by the shareholders, provided that
shareholders may from time to time specify particular provisions of
these By-laws which shall not be amended by the Board of Directors.
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