Exhibit 3.2
BYLAWS OF
JEFFERSON BANCSHARES, INC.
ARTICLE I
Shareholders
SECTION 1. Place of Meetings.
All annual and special meetings of shareholders shall be held at the
principal office of the Corporation or at such other place within or without the
State of Tennessee as the Board of Directors may determine and as designated in
the notice of such meeting.
SECTION 2. Annual Meeting.
A meeting of the shareholders of the Corporation for the election of
directors and for the transaction of any other business of the Corporation shall
be held annually at such date and time as the Board of Directors may determine.
SECTION 3. Special Meetings.
Special meetings of the shareholders of the Corporation may be called
by persons authorized to do so by the Corporation's Charter. Business transacted
at any special meeting shall be confined to the purpose or purposes stated in
the notice of such meeting.
SECTION 4. Organization.
The Chairman of the Board of the Corporation or, in his or her absence,
the President of the Corporation or, in his or her absence, such person as the
Board of Directors may have designated or, in the absence of such a person, such
person as may be chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order any meeting of
the shareholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the Secretary of the meeting shall be such person
as the chairman of the meeting appoints.
SECTION 5. Conduct of Meetings.
(a) The chairman of any meeting of shareholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him or her in
order. The date and time of the opening and closing of the polls for each matter
upon which the shareholders will vote at the meeting shall be announced at the
meeting.
(b) At any annual meeting of the shareholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors
or (ii) by any shareholder of the Corporation who is entitled to vote with
respect thereto and who complies with the notice procedures set forth in this
Section 5. For business to be properly brought before an annual meeting by a
shareholder, the business must relate to a proper subject matter for shareholder
action and 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
delivered or mailed to and received at the principal executive office of the
Corporation not less than ninety (90) days prior to the date of the annual
meeting; provided, however, that in the event that less than one hundred (100)
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be received
not later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter such 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 address, as they appear on the Corporation's books, of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such shareholder,
(iv) a statement disclosing (A) whether such shareholder is acting with or on
behalf of any other person and (B) if applicable, the identity of such person,
and (v) any material interest of such shareholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
brought before or conducted at an annual meeting except in accordance with the
provisions of this Section 5. The Chairman of the Board or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 5 and, if he or she should so
determine, he or she shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be
transacted.
At any special meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting in accordance with
Article I, Section 3.
(c) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of shareholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section 5.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered or mailed
to and received at the principal executive office of the Corporation not less
than ninety (90) days prior to the date of the meeting; provided, however, that
in the event that less than one hundred (100) days' notice or prior disclosure
of the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the
2
meeting was mailed or such public disclosure was made. Such shareholder's notice
shall set forth (i) as to each person whom such shareholder proposes to nominate
for election or re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the shareholder giving the
notice (A) the name and address, as they appear on the Corporation's books, of
such shareholder, (B) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such shareholder, and (C) a
statement disclosing (1) whether such shareholder or any nominee thereof is
acting with or on behalf of any other person and (2) if applicable, the identity
of such person.
SECTION 6. Notice of Meetings; Waiver of Notice.
Not less than ten (10) days nor more than two (2) months before the
date of every shareholder meeting, written notice stating the place, day and
time of the meeting shall be given to each shareholder entitled to vote at such
meeting, either by mail to his or her address as it appears on the records of
the Corporation or by presenting it to him or her personally or by leaving it at
his or her residence or usual place of business. If mailed, such notice shall be
deemed to be delivered when deposited in the mail with postage prepaid.
When any shareholders' meeting, either annual or special, is adjourned
to a different date, time or place, it shall not be necessary to give any notice
of the new date, time or place, other than an announcement of the new date, time
or place at the meeting at which such adjournment is taken. If a meeting is
adjourned to a date more than four (4) months after the date fixed for the
original meeting, a new record date for the adjourned meeting must be fixed, and
notice of the adjourned meeting must be given to shareholders as of the new
record date.
A shareholder may waive any notice required hereunder provided the
waiver is in writing, signed by him or her and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance of a
person entitled to notice at a meeting in person or by proxy shall constitute a
waiver of notice of such meeting, except when such person attends the meeting
for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 7. Fixing of 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 shareholders
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 shall fix
in advance a date as the record date for any such determination of shareholders.
Such date in any case shall be not more than seventy (70) days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken. When a
3
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, except adjournment to a date more than four (4) months after the
date fixed for the original meeting, in which case a new record date shall be
set.
SECTION 8. Voting Lists.
A complete list of shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order for each class of stock and showing
the address of each such shareholder and the number of shares registered in his
or her name, shall be kept on file at the home office of the Corporation. Such
list shall be subject to inspection by any shareholder, upon written demand by
such shareholder, his or her agent or his or her attorney, beginning two (2)
business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting. If the right to vote at any meeting
is challenged, this list shall presumptively determine the identity of the
shareholders entitled to vote at the meeting and the number of shares held by
him or her.
SECTION 9. Quorum.
At any meeting of shareholders, the holders of a majority of the stock
entitled to vote, present in person or by proxy, shall constitute a quorum,
unless or except to the extent that the presence of a larger number may be
required by law.
If a quorum fails to attend any meeting, the chairman of the meeting or
the holders of a majority of the shares of stock entitled to vote who are
present in person or by proxy may adjourn the meeting to any place, date and
time, subject to the notice requirements of Section 6 of this Article I. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally called. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
SECTION 10. Proxies.
At all meetings of shareholders, a shareholder may vote in person or by
proxy. Proxies solicited on behalf of management shall be voted as directed by
the shareholder or, in the absence of such direction, as determined by a
majority of the Board of Directors or by a majority of a committee of the Board
of Directors, whose members will be designated from time to time by the Board of
Directors, and which committee will have been delegated the power and authority
to act on behalf of the Board of Directors. No proxy shall be valid after eleven
(11) months from the date of its execution unless otherwise provided in the
proxy.
4
SECTION 11 Voting.
Unless the Charter provides for a greater or lesser number of votes per
share or limits or denies voting rights, each outstanding share of stock,
regardless of class, is entitled to one (1) vote on each matter submitted to a
vote at a meeting of shareholders.
Directors shall be elected by a plurality of the votes cast by the
shares present in person or present by proxy at the meeting and entitled to vote
on the election of directors. There shall be no cumulative voting by
shareholders of any class or series in the election of directors of the
Corporation. Action on a matter (other than the election of directors) by a
voting group is approved if the votes cast within the voting group favoring the
action exceed the votes cast opposing the action, unless the Corporation's
Charter or applicable law requires a greater number of affirmative votes.
SECTION 12. Voting of Shares in the Name of Two or More Persons.
When ownership of stock stands in the name of two or more persons, in
the absence of written directions to the Corporation to the contrary, at any
meeting of the shareholders of the Corporation, any one or more of such
shareholders may cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflicting votes, in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which these persons are entitled shall be cast as directed
by a majority of those holding such stock and present in person or by proxy at
such meeting, but no votes shall be cast for such stock if a majority cannot
agree.
SECTION 13. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be voted by any
officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in
the absence of such provision, as the board of directors of such corporation may
determine. Shares held by an administrator, executor, guardian, trustee, or
conservator may be voted by such person, either in person or by proxy, without a
transfer of such shares into such person's name. Shares standing in the name of
a receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into such receiver's name if authority to do so is contained in an appropriate
order of the court or other public authority by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such
5
other corporation are held by the Corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time
for purposes of any meeting.
SECTION 14. Inspectors of Election.
In advance of any meeting of shareholders, the Board of Directors may
appoint any persons, other than nominees for office, as inspectors of election
to act at such meeting or any adjournment thereof. The number of inspectors
shall be either one (1) or three (3). If the Board of Directors so appoints
either one (1) or three (3) inspectors, that appointment shall not be altered at
the meeting. If inspectors of election are not so appointed, the Chairman of the
Board of Directors or the President may make such appointment at the meeting. In
case any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the Board of Directors in
advance of the meeting or at the meeting by the chairman of the meeting or the
President.
Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, and the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all shareholders.
ARTICLE II
Board of Directors
SECTION 1. General Powers.
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may exercise all the powers of the
Corporation, except those conferred on or reserved to the shareholders by
statute or by the Charter or these Bylaws. The Board of Directors may adopt such
rules and regulations for the conduct of its meetings and the management of the
Corporation as it may deem proper, and which are not inconsistent with these
Bylaws and with the Tennessee Business Corporation Act. The Board of Directors
shall annually elect a Chairman of the Board from among its members who shall,
when present, preside at its meetings.
SECTION 2. Number, Term, and Election.
The Board of Directors shall initially consist of seven (7) members and
shall be divided into three classes as nearly equal in number as possible. The
members of each class shall be elected for a term of three (3) years and until
their successors are elected or qualified, in
6
accordance with the provisions of the Corporation's Charter. The number of
directors who shall constitute the Board of Directors shall be such number as
the Board of Directors shall from time to time have designated, but in no event
shall the number of directors be increased or decreased beyond the range
established in the Corporation's charter.
SECTION 3. Qualifications.
Each director shall at all times be the beneficial owner of not less
than 100 shares of capital Stock of the Corporation. To be eligible for
election, reelection, appointment or reappointment to the Board of Directors, a
person must reside within a county in which an office of the Corporation or one
of its depository institution subsidiaries is located or any adjacent county. No
person shall be eligible for election or appointment to the board of directors
if such person (i) has, within the previous 10 years, been the subject of
supervisory action by a financial regulatory agency that resulted in a cease and
desist order or an agreement or other written statement subject to public
disclosure under 12 U.S.C. 1818(u), or any successor provision, that involved
fraud, moral turpitude, dishonesty, breach of trust or fiduciary duties,
organized crime or racketeering or violation of depository institution laws or
regulations, (ii) has been convicted of a crime involving dishonesty or breach
of trust which is punishable by imprisonment for a term exceeding one (1) year
under state or federal law, or (iii) is currently charged in any information,
indictment, or other complaint with the commission of or participation in such a
crime.
SECTION 4. Place of Meetings.
All regular and special meetings of the Board of Directors shall be
held at the principal office of the Corporation or at such other place within or
without the State of Tennessee as the Board of Directors may determine and as
designated in the notice of such meeting, if necessary.
SECTION 5. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice
of the date, time, place or purpose of the meeting as the Board of Directors may
determine and publicize among the directors.
SECTION 6. Special Meetings.
Special meetings of the Board of Directors may be called by the
President, the Chairman of the Board, or by one-third of the directors. The
persons authorized to call special meetings of the Board of Directors may fix
any place within or without the State of Tennessee as the place for holding any
special meeting of the Board of Directors called by such persons.
SECTION 7. Telephonic Participation.
Members of the Board of Directors, or any committee thereof, may
participate in a meeting of such board or committee by means of a conference
telephone or similar
7
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.
SECTION 8. Notice.
A notice of a regular meeting shall not be required. The Secretary
shall give written notice of any special meeting to each director at least two
(2) days previous thereto delivered personally or by telegram or facsimile or at
least five (5) days previous thereto delivered by mail at the address at which
the director is most likely to be reached. Notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid if mailed or when delivered to the telegraph company if sent by
telegram or when transmitted via facsimile to the number provided by the
director for such communications if sent by facsimile. Any director may waive
notice of any meeting either before or after the holding thereof by written
waiver filed with the records of the meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 9. Quorum.
A majority of the number of directors in office immediately before the
meeting begins shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time. Notice of any adjourned meeting shall be given in the same manner as
prescribed by Section 8 of this Article II.
SECTION 10. Manner of Acting.
The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the entire Board of Directors, unless a
greater number is prescribed by these Bylaws, the Charter, or the laws of
Tennessee.
SECTION 11. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors
at a meeting may be taken without a meeting. If all directors consent to taking
such action without a meeting, the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting is the act
of the board. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each director in one (1) or more
counterparts, indicating each signing director's vote or abstention on the
action, and shall be
8
included in the minutes or filed with the corporate records reflecting the
action taken. Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
SECTION 12. Resignation.
Any director may resign at any time by sending a written notice of such
resignation to the principal office of the Corporation addressed to the Board of
Directors, the Chairman of the Board or the President. Such resignation shall
take effect upon delivery, unless the notice specifies a later effective date.
SECTION 13. Vacancies.
Vacancies in the Board of Directors of the Corporation, however caused,
and newly created directorships shall be filled only by a vote of at least
majority of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the next meeting of
shareholders at which directors are elected.
SECTION 14. Removal of Directors.
Any director or the entire Board of Directors may be removed for cause
and then only in accordance with the provisions of the Corporation's Charter.
SECTION 15. Compensation.
Directors, as such, may receive a stated fee for their services and a
reasonable fixed sum, and reasonable expenses of attendance, if any, for actual
attendance at each regular or special meeting of the Board of Directors. Members
of either standing or special committees may be allowed such compensation as the
Board of Directors may determine.
SECTION 16. Presumption of Assent.
A director of the Corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless the director's dissent or abstention
shall be entered in the minutes of the meeting or unless the director shall file
a written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who votes in favor of such action.
9
ARTICLE III
Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the Board of
Directors then in office, may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it thereby confers, to
serve at the pleasure of the Board and shall, for these committees and any
others provided for herein, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; provided, however, that any such committee shall have no power
or authority with reference to (i) authorizing distributions, except according
to a formula or method prescribed by the Board of Directors, (ii) filling
vacancies on the Board of Directors or on any of its committees, (iii) adopting,
amending or repealing these Bylaws, (iv) authorizing the reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors, and (v) authorizing or approving the issuance or sale or contract for
sale of shares, or determining the designation and relative rights, preferences
and limitations of a class or series of shares, except that the Board of
Directors may authorize a committee to do so within the limits specifically
prescribed by the Board of Directors.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors, and all matters considered by such committees shall be determined by
a majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
ARTICLE IV
Officers
SECTION 1. Generally.
(a) The Board of Directors, as soon as may be practicable after the
annual meeting of the shareholders, shall choose a President and Chief Executive
Officer, a Secretary and a Treasurer and from time to time may choose one or
more Vice Presidents or such other officers as it may deem proper. A person may
hold more than one office in the Corporation but may not serve concurrently as
both President and Secretary of the Corporation.
10
(b) All officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or any committee thereof.
SECTION 2. Election and Term of Office.
An officer serves for one (1) year or until his or her successor is
elected and qualified. If the Board of Directors in its judgement finds that the
best interests of the Corporation will be served, it may remove any officer or
agent in accordance with Section 3 of this Article IV.
SECTION 3. Removal.
Any officer may be removed by the vote of the majority of the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
SECTION 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 5. Remuneration.
The Board of Directors shall have the power to fix the salaries and
other compensation and remuneration, by employment contract or otherwise, of all
officers of the Corporation.
SECTION 6. President and Chief Executive Officer.
The President and Chief Executive Officer may sign and execute, in the
name of the Corporation, all authorized deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall have been expressly delegated to some other office or agent of the
Corporation; and, in general, he or she shall perform all duties usually
performed by a president and principal executive officer of a corporation and
such other duties as may from time to time be assigned to him or her by the
Board of Directors.
SECTION 7. Vice President(s).
The Vice President(s) shall perform the duties of the President in his
or her absence or during his or her inability to act. In addition, the Vice
President(s) shall perform the duties and exercise the powers usually incident
to their respective offices and/or such other duties and powers as may be
properly assigned to them by the Board of Directors, the Chairman of the
11
Board or the President. A Vice President(s) may be designated as Executive Vice
President or Senior Vice President.
SECTION 8. Secretary.
The Secretary shall keep the minutes of the meetings of the
shareholders, of the Board of Directors and of any committees, in books provided
for the purpose; he or she shall see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; he or she
shall be custodian of the records of the Corporation; he or she shall witness
all documents on behalf of the Corporation, the execution of which is duly
authorized, see that the corporate seal is affixed where such document is
required to be under its seal, and, when so affixed, may attest the same; and,
in general, he or she shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as may from time to time be
assigned to him or her by the Board of Directors.
SECTION 9. Treasurer.
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all monies or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors. In general, he or she
shall perform all the duties incident to the office of a treasurer of a
corporation, and such other duties as may from time to time be assigned to him
or her by the Board of Directors.
ARTICLE V
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts.
To the extent permitted by applicable law, and except as otherwise
prescribed by the Corporation's Charter or these Bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee, or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.
12
SECTION 2. Loans.
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. The Corporation shall not lend money to, or guarantee the obligation
of, any officer or director unless the Board of Directors determines that the
loan or guarantee benefits the Corporation and is permissible under applicable
laws and regulations and either approves the specific loan or guarantee or a
general plan authorizing loans and guarantees.
SECTION 3. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by one (1) or more officers, employees, or agents of the Corporation in
such manner as shall from time to time be determined by resolution of the Board
of Directors.
SECTION 4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in any of its duly authorized
depositories as the Board of Directors may select.
ARTICLE VI
Certificates for Shares and their Transfer
SECTION 1. Certificates for Shares and their Transfer.
Each shareholder shall be entitled to certificates which represent and
certify the shares of stock he or she holds in the Corporation. Each stock
certificate shall include on its face the name of the Corporation, the name of
the shareholder and the class of stock and number of shares represented by the
certificate and be in such form, not inconsistent with law or with the Charter,
as shall be approved by the Board of Directors or any officer or officers
designated for such purpose by resolution of the Board of Directors. Each stock
certificate shall be signed by the President and Chief Executive Officer,
countersigned by the Secretary, and sealed with the corporate seal or a
facsimile thereof. The signature of such officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the Corporation itself or one (1) of its employees.
Each certificate for shares of capital stock shall be consecutively numbered or
otherwise identified.
Any restrictions imposed on the transfer or registration of transfer of
shares of the Corporation shall be noted conspicuously on the front or back of
each certificate representing such shares.
13
SECTION 2. Payment for Shares.
No certificate shall be issued for any share until such share is fully
paid.
SECTION 3. Form of Payment for Shares.
The consideration for the issuance of shares shall be paid in
accordance with the provisions of Tennessee law.
SECTION 4. Transfer of Shares.
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 1 of this Article VI, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor, except that in the
case of a lost or destroyed certificate a new certificate may be issued upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 5. Stock Ledger.
The Corporation shall maintain a stock ledger which contains the name
and address of each shareholder and the number of shares of stock of each class
registered in the name of each shareholder. The stock ledger may be in written
form or in any other form which may be converted within a reasonable time into
written form for visual inspection. The stock ledger of the Corporation shall be
the only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 8 of Article I, or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.
SECTION 6. Lost Certificates.
The Board of Directors may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen, or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate, or the owner's legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
14
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end on the 30/st/ day of June
of each year.
ARTICLE VIII
Corporate Seal
The corporate seal of the Corporation shall be in such form as the
Board of Directors shall prescribe.
ARTICLE IX
Amendments
The Bylaws may be altered, amended, or repealed or new Bylaws may be
adopted in the manner set forth in the Corporation's Charter.
15
IN WITNESS WHEREOF, these Bylaws are hereby certified as the duly
adopted Bylaws of the Corporation on March 19, 2003.
/s/ Jane P. Hutton
------------------------
Jane P. Hutton
Corporate Secretary
16