EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
PREMIERE TECHNOLOGIES, INC.
ADOPTED AS OF DECEMBER 18, 1995
AMENDED AND RESTATED BYLAWS
OF
PREMIERE TECHNOLOGIES, INC.
TABLE OF CONTENTS
ARTICLE ONE Page
Name and Office......................................................... 1
1.1 Name................................................... 1
1.2 Registered Office and Agent............................ 1
1.3 Principal Office....................................... 1
1.4 Other Offices.......................................... 1
ARTICLE TWO
Shareholders' Meetings.................................................. 1
2.1 Place of Meetings...................................... 1
2.2 Annual Meetings........................................ 2
2.3 Special Meetings....................................... 2
2.4 Notice of Meetings..................................... 2
2.5 Waiver of Notice....................................... 2
2.6 Voting Group; Quorum; Vote Required to Act............. 2
2.7 Voting of Shares....................................... 3
2.8 Proxies................................................ 3
2.9 Presiding Officer...................................... 3
2.10 Adjournments........................................... 4
2.11 Conduct of the Meeting................................. 4
2.12 Action of Shareholders Without a Meeting............... 4
2.13 Matters Considered at Annual Meetings.................. 4
ARTICLE THREE
Board of Directors...................................................... 5
3.1 General Powers......................................... 5
3.2 Number, Election and Term of Office.................... 5
3.3 Removal of Directors................................... 6
3.4 Vacancies.............................................. 6
3.5 Compensation........................................... 6
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3.6 Committees of the Board of Directors................... 6
3.7 Qualification of Directors............................. 6
3.8 Certain Nomination Requirements........................ 7
ARTICLE FOUR
Meetings of the Board of Directors...................................... 7
4.1 Regular Meetings....................................... 7
4.2 Special Meetings....................................... 7
4.3 Place of Meetings...................................... 7
4.4 Notice of Meetings..................................... 8
4.5 Quorum................................................. 8
4.6 Vote Required for Action............................... 8
4.7 Participation by Conference Telephone.................. 8
4.8 Action by Directors Without a Meeting.................. 8
4.9 Adjournments........................................... 8
4.10 Waiver of Notice....................................... 9
ARTICLE FIVE
Officers................................................................ 9
5.1 Offices................................................ 9
5.2 Term................................................... 9
5.3 Compensation........................................... 9
5.4 Removal................................................ 9
5.5 Chairman of the Board.................................. 10
5.6 President.............................................. 10
5.7 Vice Presidents........................................ 10
5.8 Secretary.............................................. 10
5.9 Treasurer.............................................. 10
ARTICLE SIX
Distributions and Dividends............................................. 11
ARTICLE SEVEN
Shares.................................................................. 11
7.1 Share Certificates..................................... 11
7.2 Rights of Corporation with Respect to Registered Owners 11
7.3 Transfers of Shares.................................... 11
7.4 Duty of Corporation to Register Transfer............... 11
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7.5 Lost, Stolen, or Destroyed Certificates................ 12
7.6 Fixing of Record Date.................................. 12
7.7 Record Date if None Fixed.............................. 12
ARTICLE EIGHT
Indemnification......................................................... 12
8.1 Indemnification of Directors........................... 12
8.2 Indemnification of Others.............................. 13
8.3 Other Organizations.................................... 13
8.4 Advances............................................... 13
8.5 Non-Exclusivity........................................ 14
8.6 Insurance.............................................. 14
8.7 Notice................................................. 14
8.8 Security............................................... 14
8.9 Amendment.............................................. 14
8.10 Agreements............................................. 14
8.11 Continuing Benefits.................................... 15
8.12 Successors............................................. 15
8.13 Severability........................................... 15
8.14 Additional Indemnification............................. 15
ARTICLE NINE
Miscellaneous........................................................... 15
9.1 Inspection of Books and Records........................ 15
9.2 Fiscal Year............................................ 16
9.3 Corporate Seal......................................... 16
9.4 Annual Statements...................................... 16
9.5 Notice................................................. 16
9.6 Business Combination................................... 16
ARTICLE TEN
Amendments.............................................................. 17
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AMENDED AND RESTATED BYLAWS
OF
PREMIERE TECHNOLOGIES, INC.
References in these Bylaws to "Articles of Incorporation" are to the
Articles of Incorporation, as amended and restated from time to time, of
Premiere Technologies Reincorporation, Inc., a Georgia corporation, which was
renamed Premiere Technologies, Inc. (the "Corporation") pursuant to that certain
Agreement and Plan of Merger dated as of December 6. 1995 between the
Corporation and Premiere Technologies, Inc., a Florida corporation.
All of these Bylaws are subject to contrary provisions, if any, of the
Articles of Incorporation (including provisions designating the preferences,
limitations, and relative rights of any class or series of shares), the Georgia
Business Corporation Code (the "Code"), and other applicable law, as in effect
on and after the effective date of these Bylaws. References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.
ARTICLE ONE
Name and Office
1.1 Name. The name of the Corporation is Premiere Technologies, Inc.
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1.2 Registered Office and Agent. The Corporation shall maintain a
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registered office and shall have a registered agent whose business office is the
same as the registered office.
1.3 Principal Office. The principal office of the Corporation shall be at
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the place designated in the Corporation's. annual registration with the Georgia
Secretary of State.
1.4 Other Offices. In addition to its registered office and principal
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office, the Corporation may have offices at other locations either in or outside
the State of Georgia.
ARTICLE TWO
Shareholders' Meetings
2.1 Place of Meetings. Meetings of the Corporation's shareholders may be
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held at any location inside or outside the State of Georgia designated by the
Board of Directors or any other person or persons who properly call the meeting,
or if the Board of Directors or such other person or persons do not specify a
location, at the Corporation's principal office.
2.2 Annual Meeting. The Corporation shall hold an annual meeting of
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shareholders, at a time determined by the Board of Directors, to elect directors
and to transact any business that properly may come before the meeting. The
annual meeting may be combined with any other meeting of shareholders, whether
annual or special.
2.3 Special Meetings. Special meetings of shareholders of one or more
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classes or series of the Corporation's shares may be called at any time by the
Board of Directors, the Chairman of the Board, or the President, and shall be
called by the Corporation upon the written request (in compliance with
applicable requirements of the Code) of the holders of shares representing 25%
or more of the votes entitled to be cast on each issue proposed to be considered
at the special meeting; provided, however, that at any time the Corporation has
more than 100 shareholders of record, such written request must be made by the
holders of shares representing 75% or more of the votes entitled to be cast on
each issue proposed to be considered at the special meeting. The business that
may be transacted at any special meeting of shareholders shall be limited to
that proposed in the notice of the special meeting given in accordance with
Section 2.4 (including related or incidental matters that may be necessary or
appropriate to effectuate the proposed business).
2.4 Notice or Meetings. In accordance with Section 9.5 and subject to
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waiver by a shareholder pursuant to Section 2.5, the Corporation shall give
written notice of the date, time, and place of each annual and special
shareholders' meeting no fewer than 10 days nor more than 60 days before the
meeting date to each shareholder of record entitled to vote at the meeting. The
notice of an annual meeting need not state the purpose of the meeting unless
these Bylaws require otherwise. The notice of a special meeting shall state the
purpose for which the meeting is called. If an annual or special shareholders'
meeting is adjourned to a different date, time. or location, the Corporation
shall give shareholders notice of the new date, time, or location of the
adjourned meeting, unless a quorum of shareholders was present at the meeting
and information regarding the adjournment was announced before the meeting was
adjourned; provided, however, that if a new record date is or must be fixed in
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accordance with Section 7.6, the Corporation must give notice of the adjourned
meeting to all shareholders of record as of the new record date who arc entitled
to vote at the adjourned meeting.
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2.5 Waiver of Notice. A shareholder may waive any notice required by the
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Code, the Articles of Incorporation, or these Bylaws, before or after the date
and time of the matter to which the notice relates, by delivering to the
Corporation a written waiver of notice signed by the shareholder entitled to the
notice. In addition, a shareholder's attendance at a meeting shall be (a) a
waiver of objection to lack of notice or defective notice of the meeting unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose stated in the meeting notice, unless the shareholder objects to
considering the matter when it is presented. Except as otherwise required by
the Code, neither the purpose of nor the business transacted at the meeting need
be specified in any waiver.
2.6 Voting Group; Quorum; Vote Required to Act. (a) Unless otherwise
required by the Code or the Articles of Incorporation, all classes or series of
the Corporation's shares entitled to vote generally on a matter shall for that
purpose be considered a single voting group (a "Voting Group"). If either the
Articles of Incorporation or the Code requires separate voting by two or more
Voting Groups on a matter, action on that matter is taken only when voted upon
by each such Voting Group separately. At all meetings of shareholders, any
Voting Group entitled to vote on a matter may take action on the matter only if
a quorum of that Voting Group exists at the meeting, and if a quorum exists the
Voting Group may take action on the matter notwithstanding the absence of a
quorum of any other Voting Group that may be entitled to vote separately on the
matter. Unless the Articles of Incorporation, these Bylaws, or the Code
provides otherwise, the presence (in person or by proxy) of shares representing
a majority of votes entitled to be cast on a matter by a Voting Group shall
constitute a quorum of that Voting Group with regard to that matter. Once a
share is present at any meeting other than solely to object to holding the
meeting or transacting business at the meeting, the share shall be deemed
present for quorum purposes for the remainder of the meeting and for any
adjournments of that meeting, unless a new record date for the adjourned meeting
is or must be set pursuant to Section 7.6 of these Bylaws.
(b) Except as provided in Section 3.4, if a quorum exists, action on a
matter by a Voting Group is approved by that Voting Group if the votes cast
within the Voting Group favoring the action exceed the votes cast opposing the
action, unless the Articles of Incorporation, a provision of these Bylaws that
has been adopted pursuant to Section 14-2-1021 of the Code (or any successor
provision), or the Code requires a greater number of affirmative votes.
2.7 Voting of Shares. Unless otherwise required by the Code or the
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Articles of Incorporation, each outstanding share of any class or series having
voting rights shall be entitled to one vote on each matter that is submitted to
a vote of shareholders.
2.8 Proxies. A shareholder entitled to vote on a matter may vote in
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person or by proxy pursuant to an appointment executed in writing by the
shareholder or by his or her attorney-in-fact. Any copy, facsimile
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telecommunication, or-other reliable reproduction of such writing may be
substituted or used in lieu of the original writing, provided that such copy,
facsimile telecommunication, or other reproduction shall be a complete
reproduction of the entire original writing. An appointment of a proxy shall be
valid for 11 months from the date of its execution, unless a longer or shorter
period is expressly stated in the proxy.
2.9 Presiding Officer. Except as otherwise provided in this Section 2.9,
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the Chairman of the Board, and in his or her absence or disability the
President, shall preside at every shareholders' meeting (and any adjournment
thereof) as its chairman, if either of them is present and willing to serve. If
neither the Chairman of the Board nor the President is present and willing to
serve as chairman of the meeting, and if the Chairman of the Board has not
designated another person who is present and willing to serve, then a majority
of the Corporation's directors present at the meeting shall be entitled to
designate a person to serve as chairman. If no director of the Corporation is
present at the meeting or if a majority of the directors who am present cannot
be established, then a chairman of the meeting shall be selected by a majority
vote of (a) the shares present at the meeting that would be entitled to vote in
an election of directors, or (b) if no such shares are present at the meeting,
then the shares present at the meeting comprising the Voting Group with the
largest number of shares present at the meeting and entitled to vote on a matter
properly proposed to be considered at the meeting. The chairman of the meeting
may designate other persons to assist with the meeting.
2.10 Adjournments. At any meeting of shareholders (including an adjourned
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meeting), a majority of shares of any Voting Group present and entitled to vote
at the meeting (whether or not those shares constitute a quorum) may adjourn the
meeting, but only with respect to that Voting Group, to reconvene at a specific
time and place. If more than one Voting Group is present and entitled to vote
on a matter at the meeting, then the meeting may be continued with respect to
any such Voting Group that does not vote to adjourn as provided above, and such
Voting Group may proceed to vote on any matter to which it is otherwise entitled
to do so; provided, however, that if (a) more than one Voting Group is required
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to take action on a matter at the meeting and (b) any one of those Voting Groups
votes to adjourn the meeting (in accordance with the preceding sentence), then
the action shall not be deemed to have been taken until the requisite vote of
any adjourned Voting Group is obtained at its reconvened meeting. The only
business that may be transacted at any reconvened meeting is business that could
have been transacted at the meeting that was adjourned, unless further notice of
the adjourned meeting has been given in compliance with the requirements for a
special meeting that specifies the additional purpose or purposes for which the
meeting is called. Nothing contained in this Section 2.10 shall be deemed or
otherwise construed to limit any lawful authority of the chairman of a meeting
to adjourn the meeting.
2.11 Conduct of the Meeting. At any meeting of shareholders, the chairman
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of the meeting shall be entitled to establish the rules of order governing the
conduct of business at the meeting.
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2.12 Action of Shareholders Without a Meeting. Action required or
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permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is taken by all shareholders entitled to vote on the
action or, if permitted by the Articles of Incorporation, by persons who would
be entitled to vote at a meeting shares having voting power to cast the
requisite number of votes (or numbers, in the case of voting by groups) that
would be necessary to authorize or take the action at a meeting at which all
shareholders entitled to vote were present and voted. The action must be
evidenced by one or more written consents describing the action taken, signed by
shareholders entitled to take action without a meeting, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
Where required by Section 14-2-704 or other applicable provision of the Code,
the Corporation shall provide shareholders with written notice of actions taken
without a meeting.
2.13 Matters Considered at Annual Meetings. Notwithstanding anything to
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the contrary in these Bylaws, the only business that may be conducted at an
annual meeting of shareholders shall be business brought before the meeting (a)
by or at the direction of the Board of Directors prior to the meeting, (b) by or
at the direction of the Chairman of the Board or the President, or (c) by a
shareholder of the Corporation who is entitled to vote with respect to the
business and who complies with the notice procedures set forth in this Section
2.13. For business to be brought properly before an annual meeting by a
shareholder, the shareholder must have given timely notice of the business 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 offices of
the Corporation not less than sixty nor more than ninety days prior to any such
meeting. A shareholder's notice to the Secretary shall set forth a brief
description of each matter of business the shareholder proposes to bring before
the meeting and the reasons for conducting that business at the meeting; the
name, as it appears on the Corporation's books and address of the shareholder
proposing the business; the series or class and number of shares of the
Corporation's capital stock that are beneficially owned by the shareholder; and
any material interest of the shareholder in the proposed business. The chairman
of the meeting shall have the discretion to declare to the meeting that any
business proposed by a shareholder to be considered at the meeting is out of
order and that such business shall not be transacted at the meeting if (i) the
chairman concludes that the matter has been proposed in a manner inconsistent
with this Section 2.13 or (ii) the chairman concludes that the subject matter of
the proposed business is inappropriate for consideration by the shareholders at
the meeting.
ARTICLE THREE
Board of Directors
3.1 General Powers. All corporate powers shall be exercised by or under
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the authority of, and the business and affairs of the Corporation shall be
managed by, the Board of Directors, subject to any limitation set forth in the
Articles of Incorporation, in bylaws approved by the shareholders, or in
agreements among all the shareholders that are otherwise lawful.
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3.2 Number, Election and Term of Office. The number of directors of the
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Corporation shall be fixed by resolution of the Board of Directors from time to
time and, until otherwise determined, shall be between three and seven;
provided, however, that no decrease in the number of directors shall have the
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effect of shortening the term of an incumbent director. The number of directors
shall initially be fixed at five. Except as provided in Section 3.4, the
directors shall be elected at each annual meeting of shareholders, or at a
special meeting of shareholders called for purposes that include the election of
directors, by a plurality of the votes cast by the shares entitled to vote and
present at the meeting. The terms of office of directors will be staggered by
dividing the total number of directors into three classes, with each class
accounting for one-third, as near as may be, of the total, with the actual
number of directors within each of the three classes to be determined by vote of
a majority of the entire Board of Directors. The terms of directors in the
first class expire at the first annual shareholders' meeting after their
election. The terms of the second class expire at the second annual
shareholders' meeting after their election, and the terms of the third class
expire at the third annual shareholders' meeting after their election. At each
annual shareholders' meeting held thereafter. directors shall be chosen for a
term of three years to succeed those whose terms expire. If the number of
directors is changed, any increase or decrease shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible, and when
the number of directors is increased and any newly created directorships are
filled by the board, the terms of the additional directors shall expire at the
next election of directors by the shareholders. Each director, except in the
case of his earlier death, written resignation, retirement, disqualification or
removal, shall serve for the duration of his term, as staggered, and thereafter
until his successor shall have been elected and qualified.
3.3 Removal of Directors. The entire Board of Directors or any individual
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director may be removed with cause by the shareholders, provided that directors
elected by a particular Voting Group may be removed only by the shareholders in
that Voting Group. Removal action may be taken only at a shareholders' meeting
for which notice of the removal action has been duly given, and a director may
be removed only by the holders of 75 % of the votes entitled to be cast. A
removed director's successor, if any, may be elected at the same meeting to
serve the unexpired term. Directors may not be removed without cause.
3.4 Vacancies. A vacancy occurring in the Board of Directors may be
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filled for the unexpired term, unless the shareholders have elected a successor,
by the affirmative vote of a majority of the remaining directors, whether or not
the remaining directors constitute a quorum; provided, however, that if the
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vacant office was held by a director elected by a particular Voting Group, only
the holders of shares of that Voting Group or the remaining directors elected by
that Voting Group shall be entitled to fill the vacancy; provided further,
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however, that if the vacant off-ice was held by a director elected by a
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particular Voting Group and there is no remaining director elected by that
Voting Group, the other remaining directors or director (elected by another
Voting Group or Groups) may fill the vacancy during an interim period before the
shareholders of the vacated director's Voting Group act to fill the vacancy. A
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vacancy or vacancies in the Board of Directors may result from the death,
resignation, disqualification, or removal of any director, or from an increase
in the number of directors.
3.5 Compensation. Directors may receive such compensation for their
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services as directors as may be fixed by the Board of Directors from time to
time. A director may also serve the Corporation in one or more capacities other
than that of director and receive compensation for services rendered in those
other capacities.
3.6 Committees of the Board of Directors. The Board of Directors may
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designate from among its members an executive committee or one or more other
standing or ad hoc committees, each consisting of one or more directors, who
serve at the pleasure of the Board of Directors. Subject to the limitations
imposed by the Code, each committee shall have the authority set forth in the
resolution establishing the committee or in any other resolution of the Board of
Directors specifying, enlarging, or limiting the authority of the committee.
3.7 Qualification of Directors. No person elected to serve as a director
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of the Corporation shall assume office and begin serving unless and until duly
qualified to serve, as determined by reference to the Code, the Articles of
Incorporation, and any further eligibility requirements established in these
Bylaws.
3.8 Certain Nomination Requirements. No Person may be nominated for
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election as a director at any annual or special meeting of shareholders unless
(a) the nomination has been or is being made pursuant to a recommendation or
approval of the Board of Directors of the Corporation or a properly constituted
committee of the Board of Directors previously delegated authority to recommend
or approve nominees for director; (b) the person is nominated by a shareholder
of the Corporation who is entitled to vote for the election of the nominee at
the subject meeting, and the nominating shareholder has furnished written notice
to the Secretary of the Corporation, at the Corporation's principal office, not
less than sixty nor more than ninety days prior to any such meeting, and the
notice (i) sets forth with respect to the person to be nominated his or her
name, age, business and residence addresses, principal business or occupation
during the past five years, any affiliation with or material interest in the
Corporation or any transaction involving the Corporation, and any affiliation
with or material interest in any person or entity having an interest materially
adverse to the Corporation, and (ii) is accompanied by the sworn or certified
statement of the. shareholder that the nominee has consented to being nominated
and that the shareholder believes the nominee will stand for election and will
serve if elected, or (c) (i) the person is nominated to replace a person
previously identified as a proposed nominee (in accordance with the provisions
of subpart (b) of this Section 3.8) who has since become unable or unwilling to
be nominated or to serve if elected, (ii) the shareholder who furnished such
previous identification makes the replacement nomination and delivers to the
Secretary of the Corporation (at the time of or prior to making the replacement
nomination) an affidavit or other sworn statement affirming that the shareholder
had no reason to believe the original nominee would be so unable or unwilling,
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and (iii) such shareholder also furnishes in writing to the Secretary of the
Corporation (at the time of or prior to making the replacement nomination) the
same type of information about the replacement nominee as required by subpart
(b) of this Section 3.8 to have been furnished about the original nominee. The
chairman of any meeting of shareholders at which one or more directors are to be
elected, for good cause shown and with proper regard for the orderly conduct of
business at the meeting, may waive in whole or in pan the operation of this
Section 3.8.
ARTICLE FOUR
Meetings of the Board of Directors
4.1 Regular Meetings. A regular meeting of the Board of Directors shall
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be held in conjunction with each annual meeting of shareholders. In addition,
the Board of Directors may, by prior resolution, hold regular meetings at other
times.
4.2 Special Meetings. Special meetings of the Board of Directors may be
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called by or-at the request of the Chairman of the Board, the President. or a
majority of the directors in office at that time.
4.3 Place of Meetings. Directors may hold their meetings at any place in
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or outside the State of Georgia that the Board of Directors may establish from
time to time.
4.4 Notice of Meetings. Directors need not be provided with notice of any
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regular meeting of the Board of Directors. Unless waived in accordance with
Section 4.10, the Corporation shall give at least twenty-four hours' notice to
each director of the date, time, and place of each special meeting. Notice of a
meeting shall be deemed to have been given to any director in attendance at any
prior meeting at which the date, time, and place of the subsequent meeting was
announced.
4.5 Quorum. At meetings of the Board of Directors, a majority of the
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directors then in office shall constitute a quorum for the transaction of
business.
4.6 Vote Required for Action. If a quorum is present when a vote is
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taken, the vote of a majority of the directors present at the time of the vote
will be the act of the Board of Directors, unless the vote of a greater number
is required by the Code, the Articles of incorporation, or these Bylaws. A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (a) he or
she objects at the beginning of the meeting (or promptly upon his or her
arrival) to holding the meeting or transacting business at it; (b) his or her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) he or she delivers written notice of dissent or abstention to
the presiding officer of the meeting before its adjournment or to the
Corporation immediately after adjournment of the meeting. The right of dissent
or abstention is not available to a director who votes in favor of the action
taken.
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4.7 Participation by Conference Telephone. Members of the Board of
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Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment through which all persons
participating may hear and speak to each other. Participation in a meeting
pursuant to this Section 4.7 shall constitute presence in person at the meeting.
4.8 Action by Directors Without a Meeting. Any action required or
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permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent, describing the action taken, is signed
by each director and delivered to the Corporation for inclusion in the minutes
or filing with the corporate records. The consent may be executed in
counterpart, and shall have the same force and effect as a unanimous vote of the
Board of Directors at a duly convened meeting.
4.9 Adjournments. A meeting of the Board of Directors, whether or not a
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quorum is present, may be adjourned by a majority of the directors present to
reconvene at a specific time and place. It shall not be necessary to give
notice to the directors of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting that was adjourned, unless
a quorum was not present at the meeting that was adjourned, in which case notice
shall be given to directors in the same manner as for a special meeting. At any
such reconvened meeting at which a quorum is present, any business may be
transacted that could have been transacted at the meeting that was adjourned.
4.10 Waiver of Notice. A director may waive any notice required by the
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Code, the Articles of Incorporation, or these Bylaws before or after the date
and time of the matter to which the notice relates, by a written waiver signed
by the director and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Attendance by a director at a meeting shall
constitute waiver of notice of the meeting, except where a director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
ARTICLE FIVE
Officers
5.1 Offices. The officers of the Corporation shall consist of a President
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and a Secretary, each of whom shall be elected or appointed by the Board of
Directors. The Board of Directors may also elect a Chairman of the Board from
among its members. The Board of Directors from time to time may create and
establish the duties of other offices and may elect or appoint, or authorize
specific senior officers to appoint, the persons who shall hold such other
offices, including a Treasurer, one or more Vice Presidents (including Executive
Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, and the
like), one or more Assistant Secretaries, and one or more Assistant Treasurers.
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Whether or not so provided by the Board of Directors, the Chairman of the Board
may appoint one or more Assistant Secretaries and one or more Assistant
Treasurers. Any two or more offices may be held by the same person. Until a
Treasurer is appointed by the Board, the Secretary shall be responsible for the
duties of the Treasurer described in Section 5.9 below.
5.2 Term. Each officer shall serve at the pleasure of the Board of
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Directors (or, if appointed by a senior officer pursuant to this Article Five,
at the pleasure of the Board of Directors or any senior officer authorized to
have appointed the officer) until his or her death, resignation, or removal, or
until his or her replacement is elected or appointed in accordance with this
Article Five.
5.3 Compensation. The compensation of all officers of the Corporation
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shall be fixed by the Board of Directors or by a committee or officer appointed
by the Board of Directors. Officers may serve without compensation.
5.4 Removal. All officers (regardless of how elected or appointed) may be
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removed, with or without cause, by the Board of Directors, and any officer
appointed by another officer may also be removed, with or without cause, by any
senior officer authorized to have appointed the officer to be removed. Removal
will be without prejudice to the contract rights, if any, of the person removed,
but shall be effective notwithstanding any damage claim that may result from
infringement of such contract rights.
5.5 Chairman of the Board. The Chairman of the Board (if there be one)
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shall preside at and serve as chairman of meetings of the shareholders and of
the Board of Directors (unless another person is selected under Section 2.9 to
act as chairman). The Chairman of the Board shall perform other duties and have
other authority as may from time to time be delegated by the Board of Directors.
5.6 President. Unless otherwise provided in these Bylaws or by resolution
---------
of the Board of Directors, the President shall be the chief executive officer of
the Corporation, shall be charged with the general and active management of the
business of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect, shall have the authority to select
and appoint employees and agents of the Corporation, and shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board. The President shall perform any other
duties and have any other authority as may be delegated from time to time by the
Board of Directors, and shall be subject to the limitations fixed from time to
time by the Board of Directors.
5.7 Vice Presidents. The Vice President (if there be one) shall, in the
---------------
absence or disability of the President, or at the direction of the President,
perform the duties and exercise the powers of the President, whether the duties
and powers are specified in these Bylaws or otherwise. If the Corporation has
more than one Vice President, the one designated by the Board of Directors or
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the President (in that order of precedence) shall act in the event of the
absence or disability of the President. Vice Presidents shall perform any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors or the President.
5.8 Secretary. The Secretary shall be responsible for preparing minutes
---------
of the meetings of shareholders, directors, and committees of directors and for
authenticating records of the Corporation. The Secretary or any Assistant
Secretary shall have authority to give all notices required by law or these
Bylaws. The Secretary shall be responsible for the custody of the corporate
books, records, contracts, and other documents. The Secretary or any Assistant
Secretary may affix the corporate seal to any lawfully executed documents
requiring it, may attest to the signature of any officer of the Corporation, and
shall sign any instrument that requires the Secretary's signature. The
Secretary or any Assistant Secretary shall perform any other duties and have any
other authority as from time to time may be delegated by the Board of Directors
or the President.
5.9 Treasurer. Unless otherwise provided by the Board of Directors, the
---------
Treasurer shall be responsible for the custody of all funds and securities
belonging to the Corporation and for the receipt, deposit, or disbursement of
these funds and securities under the direction of the Board of Directors. The
Treasurer shall cause full and true accounts of all receipts and disbursements
to be maintained and shall make reports of these receipts and disbursements to
the Board of Directors and President upon request. The Treasurer or Assistant
Treasurer shall perform any other duties and have any other authority as from
time to time may be delegated by the Board of Directors or the President.
ARTICLE SIX
Distributions and Dividends
Unless the Articles of Incorporation provide otherwise, the Board of
Directors, from time to time in its discretion, may authorize or declare
distributions or share dividends in accordance with the Code.
ARTICLE SEVEN
Shares
7.1 Share Certificates. The interest of each shareholder in the
------------------
Corporation shall be a evidenced by a certificate or certificates representing
shares of the Corporation, which shall be in such form as the Board of Directors
from time to time may adopt in accordance with the Code. Share certificates
shall be in registered form and shall indicate the date of issue, the name of
the Corporation, that the Corporation is organized under the laws of the State
of Georgia, the name of the shareholder, and the number and class of shares and
designation of the series, if any, represented by the certificate. Each
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certificate shall be signed by the President or a Vice President (or in lieu
thereof, by the Chairman of the Board or Chief Executive Officer, if there be
one) and may be signed by the Secretary or an Assistant Secretary; provided,
---------
however, that where the certificate is signed (either manually or by facsimile)
- -------
by a transfer agent, or registered by a registrar, the signatures of those
officers may be facsimiles.
7.2 Rights of Corporation with Respect to Registered Owners. Prior to due
-------------------------------------------------------
presentation for transfer of registration of its shares, the Corporation may
treat the registered owner of the shares (or the beneficial owner of the shares
to the extent of any rights granted by a nominee certificate on file with the
Corporation pursuant to any procedure that may be established by the Corporation
in accordance with the Code) as the person exclusively entitled to vote the
shares, to receive any dividend or other distribution with respect to the
shares, and for all other purposes: and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in the shares on the part
of any other person, whether or not it has express or other notice of such a
claim or interest, except as otherwise provided by law.
7.3 Transfers of Shares. Transfers of shares shall be made upon the books
-------------------
of the corporation kept by the Corporation or by the transfer agent designated
to transfer the shares, only upon direction of the person named in the
certificate or by an attorney lawfully constituted in writing. Before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or, in the case of a certificate alleged to have been lost, stolen, or
destroyed, the provisions of Section 7.5 of these Bylaws shall have been
complied with.
7.4 Duty of Corporation to Register Transfer. Notwithstanding any of the
----------------------------------------
provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to
register the transfer of its shares only if: (a) the share certificate is
endorsed by the appropriate person or persons: (b) reasonable assurance is given
that each required endorsement is genuine and effective; (c) the Corporation has
no duty to inquire into adverse claims or has discharged any such duty; (d) any
applicable law relating to the collection of taxes has been complied with; (e)
the transfer is in fact rightful or is to a bona fide purchaser, and (f) the
transfer is in compliance with applicable provisions of any transfer
restrictions of which the Corporation shall have notice.
7.5 Lost, Stolen, or Destroyed Certificates. Any person claiming a share
---------------------------------------
certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of this claim in such a manner as the Corporation may require and
shall if the Corporation requires, give the Corporation a bond of indemnity in
form and amount, and with one or more sureties satisfactory to the Corporation,
as the Corporation may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.
7.6 Fixing of Record Date. For the purpose of determining shareholders
---------------------
(a) entitled to notice of or to vote at any meeting of shareholders or, if
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necessary, any adjournment thereof, (b) entitled to receive payment of any
distribution or dividend, or (c) for any other proper purpose. The Board of
Directors may fix in advance a date as the record date. The record date may not
be more than 70 days (and, in the case of a notice to shareholders of a
shareholders' meeting, not less than 10 days) prior to the date on which the
particular action, requiring the determination of shareholders, is to be taken.
A separate record date may be established for each Voting Group entitled to vote
separately on a matter at a meeting. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting, unless the Board of Directors shall fix a new record
date for the reconvened meeting, which it must do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting.
7.7 Record Date if None Fixed. If no record date is fixed as provided in
-------------------------
Section 7.6, then the record date for any determination of shareholders that may
be proper or required by law shall be, as appropriate, the date on which notice
of a shareholders' meeting is mailed, the date on which the Board of Directors
adopts a resolution declaring a dividend or authorizing a distribution or the
date on which any other action is taken that requires a determination of
shareholders.
ARTICLE EIGHT
Indemnification
8.1 Indemnification of Directors. The Corporation shall indemnify and
----------------------------
hold harmless any director of the Corporation (an "Indemnified 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, whether formal or informal, including any
action or suit by or in the right of the Corporation (for purposes of this
Article Eight, collectively, a "Proceeding") because he or she is or was a
director, officer, employee, or agent of the Corporation, against any judgment,
settlement, penalty, fine, or reasonable expenses (including, but not limited
to, attorneys' fees and disbursements, court costs, and expert witness fees)
incurred with respect to the Proceeding (for purposes of this Article Eight, a
"Liability"), provided, however, that no indemnification shall be made for: (a)
any appropriation by a director, in violation of the director's duties, of any
business opportunity of the Corporation; (b) any acts or omissions of a director
that involve intentional misconduct or a knowing violation of law; (c) the types
of liability set forth in Code Section 14-2-832; or (d) any transaction from
which the director received an improper personal benefit.
8.2 Indemnification of Others. The Board of Directors shall have the
-------------------------
power to Cause the Corporation to provide to officers, employees, and agents of
the Corporation all or any part of the right to indemnification permitted for
such persons by appropriate provisions of the Code. Persons to be indemnified
may be identified by position or name, and the fight of indemnification may be
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different for each of the persons identified. Each officer, employee, or agent
of the Corporation so identified shall be an "Indemnified Person" for purposes
of the provisions of this Article Eight.
8.3 Other Organizations. The Corporation shall provide to each director,
-------------------
and the Board of Directors shall have the power to cause the Corporation to
provide to any officer, employee, or agent, of the Corporation who is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise all or any pan of the right to
indemnification and other rights of the type provided under Sections 8.1, 8.2,
8.4, and 8.10 of this Article Eight (subject to the conditions, limitations, and
obligations specified in those Sections) permitted for such persons by
appropriate provisions of the Code. Persons to be indemnified may be identified
by position or name, and the right of indemnification may be different for each
of the persons identified. Each person so identified shall be an "Indemnified
Person" for purposes of the provisions of this Article Eight.
8.4 Advances. Expenses (including, but not limited to, attorneys' fees
--------
and disbursements, court costs, and expert witness fees) incurred by an
Indemnified Person in defending any Proceeding of the kind described in Sections
8.1 or 8.3, as to an Indemnified Person who is a director of the Corporation, or
in Sections 8.2 or 8.3, as to other Indemnified Persons, if the Board of
Directors has specified that advancement of expenses be made available to any
such Indemnified Person, shall be paid by the Corporation in advance of the
final disposition of such Proceeding as set forth herein. The Corporation shall
promptly pay the amount of such expenses to the Indemnified Person, but in no
event later than 10 days following the Indemnified Person's delivery to the
Corporation of a written request for an advance pursuant to this Section 8.4,
together with a reasonable accounting of such-expenses; provided, however, that
-------- -------
the Indemnified Person shall furnish the Corporation a written affirmation of
his or her good faith belief that he or she has met the applicable standard of
conduct and a written undertaking and agreement to repay to the Corporation any
advances made pursuant to this Section 8.4 if it shall be determined that the
Indemnified Person is not entitled to be indemnified by the Corporation for such
amounts. The Corporation may make the advances contemplated by this Section 8.4
regardless of the Indemnified Person's financial ability to make repayment. Any
advances and undertakings to repay pursuant to this Section 8.4 may be unsecured
and interest-free.
8.5 Non-Exclusivity. Subject to any applicable limitation imposed by the
---------------
Code or the Articles of Incorporation, the indemnification and advancement of
expenses provided by or granted pursuant to this Article Eight shall not be
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any provision of the Articles of
Incorporation, or any Bylaw, resolution, or agreement specifically or in general
terms approved or ratified by the affirmative vote of holders of a majority of
the shares entitled to be voted thereon.
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8.6 Insurance. The Corporation shall have the power to purchase and
---------
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or who, while serving in such a capacity,
is also or was also serving at the request of the Corporation as a director,
officer, trustee, partner, employee, or agent of any corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise, against any
Liability that may be asserted against or incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this- Article Eight.
8.7 Notice. If the Corporation indemnifies or advances expenses to a
------
director under any of Sections 14-2-851 through 14-2-854 of the Code in
connection with a Proceeding by or in the right of the Corporation, the
Corporation shall, to the extent required by Section 14-21621 or any other
applicable provision of the Code, report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting.
8.8 Security. The Corporation may designate certain of its assets as
--------
collateral, provide self-insurance, establish one or more indemnification
trusts, or otherwise secure or facilitate its ability to meet its obligations
under this Article Eight, or under any indemnification agreement or plan of
indemnification adopted and entered into in accordance with the provisions of
this Article Eight, as the Board of Directors deems appropriate.
8.9 Amendment. Any amendment to this Article Eight that limits or
---------
otherwise adversely affects the right of indemnification, advancement of
expenses, or other rights of any Indemnified Person hereunder shall, as to such
Indemnified Person, apply only to Proceedings based on actions, events, or
omissions (collectively, "Post Amendment Events") occurring after such amendment
and after delivery of notice of such amendment to the Indemnified Person so
affected. Any Indemnified Person shall, as to any Proceeding based on actions,
events, or omissions occurring prior to the date of receipt of such notice, be
entitled to the right of indemnification, advancement of expenses, and other
rights under this Article Eight to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This
Section 8.9 cannot be altered, amended, or repealed in a manner effective as to
any Indemnified Person (except as to Post Amendment Events) without the prior
written consent of such Indemnified Person.
8.10 Agreements. The provisions of this Article Eight shall be deemed to
----------
constitute an agreement between the Corporation and each Indemnified Person
hereunder. In addition to the rights provided in this Article Eight, the
Corporation shall have the power, upon authorization by the Board of Directors,
to enter into an agreement or agreements providing to any Indemnified Person
indemnification rights substantially similar to those provided in this Article
Eight.
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8.11 Continuing Benefits. The rights of indemnification and advancement
-------------------
of expenses permitted or authorized by this Article Eight shall, unless
otherwise provided when such tights arc granted or conferred, continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
8.12 Successors. For purposes of this Article Eight, the term
----------
"Corporation" shall include any corporation, joint venture, trust, partnership,
or unincorporated business association that is the successor to all or
substantially all of the business or assets of this Corporation, as a result of
merger, consolidation, sale, liquidation, or otherwise, and any such successor
shall be liable to the persons indemnified under this Article Eight on the same
terms and conditions and to the same extent as this Corporation.
8.13 Severability. Each of the Sections of this Article Eight, and each
------------
of the clauses set forth herein, shall be deemed separate and independent, and
should any pan of any such Section or clause be declared invalid or
unenforceable by any court of competent jurisdiction, such invalidity or
unenforceability shall in no way render invalid or unenforceable any other part
thereof or any separate Section or clause of this Article Eight that is not
declared invalid or unenforceable.
8.14 Additional Indemnification. In addition to the specific
--------------------------
indemnification rights set forth herein, the Corporation shall indemnify each of
its directors and such of its officers as have been designated by the Board of
Directors to the full extent permitted by action of the Board of Directors
without shareholder approval under the Code or other laws of the State of
Georgia as in effect from time to time.
ARTICLE NINE
Miscellaneous
9.1 Inspection of Books and Records. The Board of Directors shall have
-------------------------------
the power to determine which accounts, books, and records of the Corporation
shall be available for shareholders to inspect or copy, except for those books
and records required by the Code to be made available upon compliance by a
shareholder with applicable requirements, and shall have the power to fix
reasonable rules and regulations (including confidentiality restrictions and
procedures) not in conflict with applicable law for the inspection and copying
of accounts, books, and records that by law or by determination of the Board of
Directors are made available. Unless required by the Code or otherwise provided
by the Board of Directors, a shareholder of the Corporation holding less than
two percent of the total shares of the Corporation then outstanding shall have
no right to inspect the books and records of the Corporation.
9.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal
-----------
year of the Corporation and to change the fiscal year from time to time as it
deems appropriate.
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9.3 Corporate Seal. The corporate seal will be in such form as the Board
--------------
of Directors may from time to time determine. The Board of Directors may
authorize the use of one or more facsimile forms of the corporate seal. The
corporate seal need not be used unless its use is required by law, by these
Bylaws, or by the Articles of Incorporation.
9.4 Annual Statements. Not later than four months after the close of each
-----------------
fiscal year, and in any case prior to the next annual meeting of shareholders,
the Corporation shall prepare (a) a balance sheet showing in reasonable detail
the financial condition of the Corporation as of the close of its fiscal year,
and (b) a profit and loss statement showing the results of its operations during
its fiscal year. Upon receipt of written request, the Corporation promptly
shall mail to any shareholder of record a copy of the most recent such balance
sheet and profit and loss statement, in such form and with such information as
the Code may require.
9.5 Notice. (a) Whenever these Bylaws require notice to be given to any
------
shareholder, the notice may be given by mail, in person, by courier delivery, or
by overnight delivery service. Whenever these Bylaws require notice to be given
to any director, the notice may be given by mail, in person, by courier
delivery, by overnight delivery service, by telephone, by voice mail, by
facsimile, or by e-mail or similar electronic means. Whenever notice is given
to a shareholder or director by mail, the notice shall be sent by depositing the
notice in a post off-ice or letter box in a postage-prepaid, scaled envelope
addressed to the shareholder or director at his or her address as it appears on
the records of the Corporation. Any such written notice given by mail shall be
effective, at the time the same is deposited in the United States mail.
Whenever notice is given to a shareholder or director by any means other than
mail, the notice shall be deemed given when delivered to the physical address,
facsimile transmission number, e-mail address, or voice mailbox address as it
appears on the records of the Corporation, or in the case of notice by
telephone, to the telephone number appearing on the records of the Corporation.
(b) In calculating time periods for notice, when a period of time measured in
days, weeks, months, years or other measurement of time is prescribed for the
exercise of any privilege or the discharge of any duty, the first day shall not
be counted but the last day shall be counted.
9.6 Business Combination. The Corporation hereby elects to be governed by
--------------------
the provisions of Section 14-2-1132 of the Code, pertaining to business
combinations with interested shareholders. This Section 9.6 is adopted by the
Corporation as of December 18, 1995, pursuant to an amendment to the Bylaws in
accordance with Section 14-2-1133 of the Code.
ARTICLE TEN
Amendments
Except as otherwise provided under the Code, the Board of Directors shall
have the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. Any
Bylaws adopted by the Board of Directors may be altered, amended, or repealed,
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and new Bylaws adopted, by the shareholders. The shareholders may prescribe in
adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be
altered, amended, or repealed by the Board of Directors. Except as otherwise
provided in the Articles of Incorporation, shareholders may alter, amend or
repeal any Bylaws or adopt new Bylaws only upon the affirmative vote of the
holders of 75 % of the shares entitled to vote on the matter.
* * * * * *
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AMENDMENT NO. 1 TO
AMENDED AND RESTATED BYLAWS
OF PREMIERE TECHNOLOGIES, INC.
(EFFECTIVE AUGUST 1, 1998)
A. The first sentence of Section 2.3 of the Bylaws is hereby deleted and
replaced with the following:
2.3 Special Meetings. Special meetings of shareholders of one or more
----------------
classes or series of the Corporation's shares may be called at any time by
the Board of Directors, the Chairman of the Board, or the Chief Executive
Officer, and shall be called by the Corporation upon the written request
(in compliance with applicable requirements of the Code) of the holders of
shares representing 25% or more of the votes entitled to be cast on each
issue proposed to be considered at the special meeting; provided, however,
that at any time the Corporation has more than 100 shareholders of record,
such written request must be made by the holders of shares representing 75%
or more of the votes entitled to be cast on each issue proposed to be
considered at the special meeting.
B. The first two sentences of Section 2.9 of the Bylaws are hereby deleted
and replaced with the following:
2.9 Presiding Officer. Except as otherwise provided in this
-----------------
Section 2.9, the Chairman of the Board, and in his or her absence or
disability the Chief Executive Officer, shall preside at every
shareholders' meeting (and any adjournment thereof) as its chairman, if
either of them is present and willing to serve. If neither the Chairman of
the Board nor the Chief Executive Officer is present and willing to serve
as chairman of the meeting, and if the Chairman of the Board has not
designated another person who is present and willing to serve, then a
majority of the Corporation's directors present at the meeting shall be
entitled to designate a person to serve as chairman.
C. The first sentence of Section 2.13 of the Bylaws is hereby deleted and
replaced with the following:
2.13 Matters Considered at Annual Meetings. Notwithstanding anything
-------------------------------------
to the contrary in these Bylaws, the only business that may be conducted at
an annual meeting of shareholders shall be business brought before the
meeting (a) by or at the direction of the Board of Directors prior to the
meeting, (b) by or at the direction of the Chairman of the Board or the
Chief Executive Officer, or (c) by a shareholder of the Corporation who is
entitled to vote with respect to the business and who complies with the
notice procedures set forth in this Section 2.13.
D. Section 4.2 of the Bylaws is hereby deleted in its entirety and
replaced with the following:
4.2 Special Meetings. Special meetings of the Board of Directors may
----------------
be called by or at the request of the Chairman of the Board, the Chief
Executive Officer or a majority of the directors in office at that time.
E. The first sentence of Section 5.1 of the Bylaws is hereby deleted and
replaced with the following:
5.1 Offices. The officers of the Corporation shall consist of a Chief
-------
Executive Officer, a President who shall be the Chief Operating Officer,
and a Secretary, each of whom shall be elected or appointed by the Board of
Directors.
F. Section 5.6 of the Bylaws is hereby deleted in its entirety and
replaced with the following:
5.6 Chief Executive Officer. The Chief Executive Officer shall be
-----------------------
charged with the general and active management of the business of the
Corporation, shall see that all orders and resolutions of the Board of
Directors are carried into effect, shall have the authority to select and
appoint employees and agents of the Corporation, and shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board. The Chief Executive Officer shall
perform any other duties and have any other authority as may be delegated
from time to time by the Board of Directors, and shall be subject to the
limitations fixed from time to time by the Board of Directors.
G. Sections 5.7, 5.8, and 5.9 are hereby renumbered 5.8, 5.9, 5.10,
respectively.
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H. A new Section 5.7 is hereby added to the Bylaws as follows:
5.7 President and Chief Operating Officer. The President and Chief
-------------------------------------
Operating Officer shall, subject to the authority of the Chairman of the
Board and the Chief Executive Officer, have day-to-day general management
responsibility of the business of the Corporation. The President and Chief
Operating Officer shall also have such powers and perform such duties and
have any authority as may be delegated from time to time by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer, and
shall be subject to the limitations fixed from time to time by the Board of
Directors, the Chairman of the Board or the Chief Operating Officer. In
the absence or disability of the Chief Executive Officer, the President and
Chief Executive Officer shall perform the duties and exercise the powers of
the Chief Executive Officer and, when specifically authorized by the Board
of Directors, the President and Chief Operating Officer shall have the
powers and perform the duties of the Chairman of the Board.
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