BYLAWS
OF
PEN-TAB INDUSTRIES, INC.
A DELAWARE CORPORATION
BYLAW I - OFFICES
-----------------
The principal office of the Corporation shall be located at 167 Kelley
Drive, Front Royal, Virginia 22630. The Corporation may have such other offices,
within or without the Commonwealth of Virginia, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
The registered office of the Corporation in the State of Delaware shall be
located at 1013 Centre Road, Wilmington, Delaware 19805, in the County of New
Castle. The name of the Corporation's registered agent at such address is
Corporation Service Company. The registered office and/or agent of the
Corporation may be changed form time to time by action of the Board of
Directors.
BYLAW II - STOCKHOLDERS
-----------------------
1. ANNUAL MEETING.
--------------
The annual meeting of the Stockholders shall be held during the month of
April each year at such hour, on such day, and at such place, within or without
the Commonwealth of Virginia, as fixed by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting.
2. SPECIAL MEETINGS.
----------------
Unless otherwise required by law, special meetings of the Stockholders may
be called for any purpose or purposes, by the Chairman of the Board of
Directors, by the President or Executive Vice President (at their discretion),
by the Board of Directors, or by the President or Secretary at the request of a
majority of the Board of Directors or the holder(s) of not less than ten percent
(10%) of all outstanding shares of the Corporation entitled to vote at such
meeting.
3. PLACE OF MEETINGS.
-----------------
Unless otherwise required by law, the Board of Directors or the President
may designate in the notice of meeting any place within or without the
Commonwealth of Virginia as the place of meeting for any annual meeting or for
any special meeting. A waiver of notice signed by all Stockholders entitled to
vote at a meeting may designate any place, within or without the Commonwealth of
Virginia, as the place for holding such meeting. If no designation is made or
if a special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation.
4. NOTICE OF MEETINGS.
------------------
(a) Unless otherwise required by law, written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days prior to the date of the meeting,
personally, by mail, or by telegraph, teletype, or other form of recorded
communication, by or at the direction of the President or the Secretary to each
Stockholder of record entitled to vote at such meeting. Notwithstanding the
foregoing, however, notice of a Stockholders' meeting to act on an amendment of
the Articles of Incorporation, a plan of merger or share exchange, a proposed
sale of all or substantially all of the Corporation's assets, or the dissolution
of the Corporation shall be delivered not less than ten (10) nor more than sixty
(60) days prior to the date of the meeting. If mailed, notice of any
Stockholders' meeting shall be deemed to be delivered when deposited in the
United States mail, addressed to the Stockholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
(b) Waiver of Notice. A Stockholder's attendance at a meeting (1) waives
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objection to lack of notice or defective notice of the meeting, unless the
Stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to business transacted at such meeting; and (2) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the Stockholder
objects to considering the matter when it is presented and does not thereafter
vote for or assent to such particular matter.
5. FIXING OF RECORD DATE.
---------------------
For the purpose of determining Stockholders entitled to notice of or to
vote at any meeting of Stockholders or any adjournment thereof, or to receive
payment of any dividend, or in order to make a determination of Stockholders for
any other proper purpose, the Directors of the Corporation may fix in advance a
date as the record date for any such determination of Stockholders, such date in
any case to be not more than sixty (60) days and, in case of a meeting of
Stockholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of Stockholders is to be taken.
If no record date is fixed for the determination of Stockholders entitled to
notice of or to vote at a meeting of Stockholders, or Stockholders entitled to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
Stockholders. When a determination of Stockholders entitled to vote at any
meeting of Stockholders has been made as provided in this Paragraph 5 of Bylaw
II, such determination shall apply to any adjournment thereof unless the Board
of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than one hundred twenty (120) days after the date fixed
for the original meeting.
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6. VOTING LISTS.
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The officer or agent having charge of the stock transfer books for shares
of the Corporation shall make, at least ten (10) days before such meeting of
Stockholders, a complete list of the Stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the Corporation and shall be subject to inspection by any Stockholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any Stockholder during the whole time of the meeting. The original
stock transfer book shall be prima facie evidence as to who are the Stockholders
entitled to examine such list or transfer books or to vote at the meeting of
Stockholders. In the event that the requirements of this Section 6 of Bylaw II
are not substantially complied with, the meeting shall, on the demand of any
Stockholder in person or by proxy, be adjourned until the requirements are
complied with.
7. QUORUM.
------
At any meeting of Stockholders a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that might have been transacted at the meeting as
originally notified; provided that the day, hour and place of the adjourned
meeting is announced at the meeting before adjournment. If a new record date for
the adjourned meeting is or shall be fixed, pursuant to the terms of these
Bylaws, however, notice of the adjourned meeting shall be given to persons who
are Stockholders as of the new record date. The Stockholders present at a duly
organized meeting may continue to transact business for the remainder of the
meeting and for any adjournment of the meeting, notwithstanding the withdrawal
of enough Stockholders to leave less than a quorum, unless a new record date is
or shall be set for the adjourned meeting.
8. PROXIES.
-------
At all meeting of Stockholders, a Stockholder may vote by proxy executed in
writing by the Stockholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation, or other officer or
agent authorized to tabulate votes before or at the time of the meeting, and
shall be effective when received by the Secretary or such other officer or agent
authorized to tabulate votes.
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9. VOTING.
------
Each Stockholder entitled to vote in accordance with the terms and
provisions of the Articles of Incorporation and these Bylaws shall be entitled
to one (1) vote, in person or by proxy, for each share of stock entitled to vote
and held by such Stockholder. Upon the demand of any Stockholder, the vote for
Directors and the vote upon any question before the meeting shall be by ballot.
All elections for Directors shall be decided by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present; all other questions shall be decided by majority vote of the total
votes cast, except as otherwise provided by the Articles of Incorporation or the
laws of the Commonwealth of Virginia, or by contractual voting agreement by and
among Stockholders.
10. ORDER OF BUSINESS.
-----------------
The order of business at all meetings of the Stockholders shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
-------------------------------
Unless otherwise provided by law, any action required or permitted by
Delaware law to be taken at a Stockholders meeting may be taken without a
meeting if the action is taken by all Stockholders entitled to vote on the
action. The action shall be evidenced by one or more written consents
describing the action taken, signed by all the Stockholders entitled to vote on
the action, and delivered to the Secretary of the Corporation for inclusion in
the minutes or filing with the corporate records of the Corporation. This
consent in writing may be in the form of a single copy signed by all such
Stockholders or in the form of counterparts signed by any number of Stockholders
provided that all counterparts together shall include all Stockholders entitled
to vote on such action. Any action taken by unanimous written consent shall be
effective according to its terms when all consents are in possession of the
Corporation. A Stockholder may withdraw consent only by delivering a written
notice of withdrawal to the Corporation prior to the time that all consents are
in the possession of the Corporation. Action taken under this Section is
effective as of the date specified therein provided the consent states the date
of execution by each Stockholder.
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12. INSPECTION RIGHTS.
-----------------
(a) Any Stockholder of the Corporation shall be entitled to inspect and
copy, during regular business hours at the Corporation's principal office, any
of the records of the Corporation described in Bylaw VIII, Section 2 herein
below, provided that he gives the Corporation written notice of his demand at
least five (5) business days before the date on which he wishes to inspect and
copy. The Corporation may impose a reasonable charge, covering the cost of
labor and material, for copies of any documents provided to the Stockholder
pursuant to this Section 12(a) of Bylaw II, provided that such charge may not
exceed the estimated cost of production or reproduction of the records.
(b) A Stockholder of the Corporation may inspect and copy the records of
the Corporation described in Bylaw VIII, Section 2 herein below only if that
Stockholder: (i) has been a Stockholder of record for at least six (6) months
immediately preceding his demand to inspect and copy records of the Corporation,
or is a holder of record of at least five percent (5%) of all of the outstanding
shares of stock of the Corporation, (ii) makes his demand in good faith and for
a proper purpose, (iii) describes with reasonable particularity his purpose and
the records he desires to inspect, (iv) demands to inspect and copy records that
are directly connected with his purpose, and (v) gives the Corporation written
notice of his demand at least five (5) business days before the date on which he
wishes to inspect and copy, then such Stockholder is entitled to inspect and
copy, during regular business hours at a reasonable location specified by the
Corporation, any of the following records of the Corporation: excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors, while acting in place of the Board of
Directors on behalf of the Corporation, minutes of any meeting of the
Stockholders, records of action taken by the Stockholders or Board of Directors
without a meeting, accounting records of the Corporation, and the record of
Stockholders.
BYLAW III - BOARD OF DIRECTORS
------------------------------
1. GENERAL POWERS.
--------------
The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. The Directors shall in all cases act as a
Board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation as they may deem proper, so long
as the rules and regulations adopted by the Board are not inconsistent with
these Bylaws and the laws of the State of Delaware.
2. NUMBER AND TENURE.
-----------------
The Corporation shall have five (5) Directors. Each Director shall hold
office until the next annual meeting of the Stockholders and until his successor
shall have been elected and shall qualify, or until there is a decrease in the
number of Directors. No individual shall be named or elected as a Director
without his prior consent.
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3. REGULAR MEETINGS.
----------------
Regular meetings of the Directors shall be held without other notice than
this Bylaw III immediately after, and at the same place as, each annual meeting
of Stockholders. The Directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than that
provided in such resolution.
4. SPECIAL MEETINGS.
----------------
(a) Special meetings of the Directors may be called by or at the request of
the President, the Executive Vice President or any Director. The person or
persons authorized to call special meetings of the Directors may fix the place
for holding any special meeting of the Directors called by them.
(b) Notice of any special meeting shall be given at least twenty-four (24)
hours previously thereto by: (1) written notice delivered personally, or by
telegram, or mailed to each Director at his business address, or (2) oral notice
communicated in person or by telephone. Written notice, if in a comprehensible
form, shall be effective at the earliest of the following: (i) when received,
(ii) five (5) days after its deposit in the United States mail, as evidenced by
the postmark, if mailed postpaid and correctly addressed, or (iii) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the addressee.
Oral notice is effective when communicated if communicated in a comprehensible
manner.
(c) Waiver of Notice. The attendance of or participation by a Director at
----------------
a meeting shall constitute a waiver of notice of such meeting, unless the
Director at the beginning of the meeting or promptly upon his arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
5. TELECONFERENCE MEETINGS.
-----------------------
The Board of Directors shall permit any or all Directors to participate in
a regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all Directors participating may simultaneously
hear each other during the meeting. A Director participating in a meeting by
this means shall be deemed to be present in person at the meeting.
6. QUORUM.
------
At any meeting of the Directors a majority of the Directors shall
constitute a quorum for the transaction of business.
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7. MANNER OF ACTING.
----------------
Provided that a quorum is present when a vote is taken, the affirmative
vote of a majority of the Directors present at a meeting shall be the act of the
Board of Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
-----------------------------------------
Newly created directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board for any reason may be filled by a
vote of the Stockholders or by a majority of the Directors then in office, and
if the Directors remaining in office constitute less than a quorum of the Board,
they may fill the vacancy by the affirmative vote of a majority of the Directors
remaining in office. A Director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office until the next
meeting of Stockholders at which Directors are elected. A vacancy that will
occur at a later date, may be filled before the vacancy occurs, but the new
Director may not take office until the vacancy occurs.
9. REMOVAL OF DIRECTORS.
--------------------
Any or all of the Directors may be removed with or without cause by a vote
of the Stockholders holding a majority of the Shares at a meeting of the
Stockholders called expressly for that purpose.
10. RESIGNATION.
-----------
A Director may resign at any time by giving written notice to the Board,
the Board's Chairman, the President, the Executive Vice President or the
Secretary of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board or such officer,
and the acceptance of the resignation shall not be necessary to make it
effective.
11. COMPENSATION.
------------
No compensation shall be paid to Directors, as such, for their services,
but by resolution of the Board a fixed sum and expenses for actual attendance at
each regular or special meeting of the Board may be authorized. Nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
---------------------
A Director of the Corporation who is present at a meeting of the Directors
or a committee 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 he
objects at the beginning of the meeting, or promptly upon his arrival, to
holding the meeting or transacting specified
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business at the meeting, or he votes against, or abstains from, the action
taken. A Director's right to dissent to action taken on any corporate matter at
a meeting of the Directors or a committee of the Board of Directors at which the
Director is present shall not apply to a Director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEE.
-----------------------------
If the number of Directors is fixed at more than two (2), then the Board,
by resolution, may designate from among its members an Executive Committee and
other committees, each consisting of two (2) or more Directors. Each such
committee shall serve at the pleasure of the Board.
14. INFORMAL ACTION BY DIRECTORS OR COMMITTEES.
------------------------------------------
Unless otherwise provided by law, any action required to be taken at a
Directors' meeting, or any action that may be taken at a Directors' meeting or a
committee meeting, may be taken without a meeting if each and every Director
entitled to vote on the matter signs one or more written consents setting forth
the action, signed either before or after such action, and such consent is
included in the minutes or is filed with the Corporation records. Action taken
under this Section 14 of Bylaw III is effective when the last Director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein, provided the
consent states the date of execution by each Director. Such a consent in writing
may be in the form of a single copy signed by all Directors or in the form of
counterparts signed by any number of Directors provided that all counterparts
together shall include the signatures of all of the Corporation's Directors.
15. TRANSACTIONS WITH INTERESTED DIRECTORS.
--------------------------------------
(a) Any transaction with the Corporation in which a Director of the
Corporation has a direct or indirect personal interest (a "conflict of interests
transaction") shall be valid if: (1) the material facts of the transaction and
the Director's interest were disclosed or known to the Board of Directors, or a
committee thereof, and the Board of Directors or such committee authorized,
approved, or ratified the transaction; or (2) the material facts of the
transaction and the Director's interest were disclosed to the Stockholders
entitled to vote and they authorized, approved, or ratified the transaction; or
(3) the transaction was fair to the Corporation.
(b) For the purposes of Section 15(a) of this Bylaw III, the following
definitions shall apply: (1) a Director of the Corporation has an indirect
personal interest in a transaction if: (i) another entity in which he has a
material financial interest or in which he is a General Partner is a party to
the transaction, or (ii) another entity of which he is a Director, officer, or
trustee is a party to the transaction, and the transaction is or should be
considered by the Board of Directors of the Corporation; (2) a conflict of
interest transaction is authorized, approved, or ratified by the Board of
Directors, or a committee thereof, if it receives the affirmative vote of a
majority of the Directors on the Board of Directors, or on
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such committee, who have no direct or indirect personal interest in the
transaction, provided that no transaction can be authorized, approved or
ratified under this Section 15 of Bylaw III by a single Director; (3) a quorum
of the Board of Directors is present for the purpose of taking action if a
majority of the Directors who have no direct or indirect personal interest in
the transaction vote to authorize, approve, or ratify the transaction; (4) a
conflict of interest transaction is authorized, approved, or ratified by the
Stockholders of the Corporation entitled to vote if the transaction receives the
vote of a majority of the shares entitled to be counted, provided that shares
owned by or voted under the control of a Director who has a direct or indirect
personal interest in the transaction, and shares owned by or voted under the
control of an entity in which such Director has a material financial interest or
in which he is a General Partner may not be counted in a vote of Stockholders to
determine whether to authorize, approve, or ratify the conflict of interest
transaction described in this Section 15 of Bylaw III; and (5) a quorum of the
Stockholders is present for the purpose of taking action if a majority of the
shares, whether or not present, which are entitled to be counted in a vote on
the transaction, is represented.
15. STATEMENT OF BUSINESS AND CONDITION.
-----------------------------------
The Board of Directors shall present at each annual meeting, and, when
called for by the Stockholders at Special Meetings of the Stockholders, a
complete statement of the business and condition of the Corporation.
BYLAW IV - OFFICERS
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1. NUMBER.
------
The officers of the Corporation shall be a President, an Executive Vice
President, any number of Vice Presidents as shall be deemed advisable, a
Secretary and a Treasurer, each of whom shall be appointed by the Directors.
Such other officers and assistant officers as may be deemed necessary may be
appointed by the Directors. Any duly appointed officer may appoint one (1) or
more officers or assistant officers. The same individual may simultaneously
hold more than one office in the Corporation.
2. ELECTION AND TERM OF OFFICE.
---------------------------
The officers of the Corporation to be appointed by the Directors shall be
appointed annually at the first meeting of the Directors held after each annual
meeting of the Stockholders. Each officer shall hold office until his successor
shall have been duly appointed, or until his death, or until he shall resign, or
shall have been removed in the manner hereinafter provided.
3. REMOVAL.
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Any officer or agent appointed by the Directors or by another officer may
be removed by the Directors at any time, with or without cause, when in their
judgment the best interests of the Corporation would be served thereby, but such
removal shall be
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without prejudice to the contract rights, if any, of the person so removed. Any
officer or assistant officer, if appointed by another officer, may likewise be
removed by such officer.
4. VACANCIES.
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A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Directors for the unexpired
portion of the term.
5. CHAIRMAN OF THE BOARD.
---------------------
The Chairman of the Board of Directors, if one be elected, shall preside at
all meetings of the Board of Directors and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors.
6. PRESIDENT.
---------
The President shall be the principal executive officer of the Corporation
and, subject to the control of the Directors, shall in general supervise and
control all of the business and affairs of the Corporation. The President shall
preside at all meetings of the Stockholders and of the Directors (unless, in the
case of the Directors, a Chairman of the Board shall be elected and shall be
present at the meeting). He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Directors, certificates
for Shares of the Corporation, any deeds, mortgages, bonds, and contracts, or
other instruments that the Directors have authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated by
the Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Directors from time to time.
7. EXECUTIVE VICE PRESIDENT.
------------------------
The Executive Vice President shall be the next senior executive officer of
the Corporation and, subject to the control of the Directors, shall assist the
President in the general supervision and control of all of the business and
affairs of the Corporation. In the absence of the President or at his direction,
the Executive Vice President shall preside at all meetings of the Stockholders
and the Directors (unless, in the case of the Directors, a Chairman of the Board
shall be elected and shall be present at the meeting). He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Directors, certificates for Shares of the Corporation, any deeds, mortgages,
bonds, and contracts, or other instruments that the Directors have authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Directors or by these Bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of
Executive Vice President and such other duties as may be prescribed by the
Directors from time to time.
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8. VICE PRESIDENT(S).
-----------------
The Board of Directors is authorized to name any number of Vice Presidents
as it shall deem advisable. The Vice Presidents shall perform such duties as
from time to time may be assigned to them by the President, the Executive Vice
President or by the Directors.
9. SECRETARY.
---------
The Secretary shall keep the minutes of the Stockholders' and of the
Directors' meetings in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required; be custodian of the corporate records and of the seal of the
Corporation and keep a register of the post office address of each Stockholder
that shall be furnished to the Secretary by such Stockholder; have general
charge of the stock transfer books of the Corporation; and in general perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the President or by the Directors.
10. TREASURER.
---------
If required by the Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected in accordance
with these Bylaws; and in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Directors.
11. SALARIES.
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The salaries of the officers shall be fixed form time to time by the
Directors, and no officer shall be prevented from receiving such salary because
he is also a Director of the Corporation.
BYLAW V - CONTRACTS, CHECKS AND DEPOSITS
----------------------------------------
1. CONTRACTS.
---------
The Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances.
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2. 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 such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the
Directors.
3. DEPOSITS.
--------
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies, or
other depositories as the Directors may select.
BYLAW VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
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1. CERTIFICATES FOR SHARES.
-----------------------
Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Directors. Such certificates shall be signed by
the President or Executive Vice President and by the Secretary or by such other
officers authorized by law and by the Directors. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and address
of the Stockholders, the number of shares, and the date of issue shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Directors may prescribe.
2. TRANSFERS OF SHARES.
-------------------
(a) Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto and to cancel the old certificate; every such transfer shall be entered
on the transfer book of the Corporation, which shall be kept at its principal
office.
(b) The Corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by Virginia law.
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BYLAW VII - FISCAL YEAR
-----------------------
The fiscal year of the Corporation shall begin on the first day of January
in each year, or as designated by the Board of Directors.
BYLAW VII - CORPORATE RECORDS
-----------------------------
1. PERMANENT RECORDS, ACCOUNTING RECORDS, STOCKHOLDER RECORDS.
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The Corporation shall keep at its principal place of business unless
decided otherwise by the Directors of the Corporation, as permanent records,
minutes of all meetings of its Stockholders and Board of Directors, a record of
all actions taken by the Stockholders or Board of Directors without a meeting,
and a record of all actions taken by a committee of the Board of Directors in
place of the Board of Directors on behalf of the Corporation. The Corporation
shall maintain appropriate accounting records. The Corporation or its
Registered Agent shall maintain a record of the Stockholders of the Corporation
in a form that permits preparation of a list of the names and addresses of all
Stockholders, in alphabetical order, showing the number of shares of stock held
by each.
2. ADDITIONAL RECORDS.
------------------
In addition to the foregoing records and reports, the Corporation shall
keep a copy of the following records: its Articles of Incorporation or restated
Articles of Incorporation, if any, and any amendments thereto, these Bylaws and
restated Bylaws, if any, and any amendments hereto, resolutions adopted by the
Board of Directors creating one (1) or more classes or series of shares, and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to such resolutions are outstanding, the minutes of all Stockholders'
meetings and records of all action taken by Stockholders without a meeting for
the past three (3) years, all written communications to Stockholders generally
within the past three (3) years, including the financial statements furnished
for the past three (3) years, a list of the names and business addresses of the
Corporation's current Directors and officers, and its most recent annual report
delivered to the Virginia State Corporation Commission.
BYLAW IX - DIVIDENDS
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The Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
BYLAW X - SEAL
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The Directors shall provide a corporate seal. The seal will be circular
and inscribed with the name of the Corporation, the state of incorporation, year
of incorporation, and the words, "Corporate Seal."
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BYLAW XI - WAIVER OF NOTICE
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Unless otherwise provided by law, whenever any notice is required to be
given to any Stockholder or Director of the Corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
BYLAW XII - AMENDMENTS
----------------------
These Bylaws may be altered, amended, or repealed and new Bylaws may be
adopted by a vote of the Stockholders representing a majority of all the voting
shares issued and outstanding, at any annual Stockholders' meeting, at any
special Stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting, or by a majority vote of the total number of
Directors then in office.
BYLAW XII - VOTING OF STOCK IN OTHER CORPORATIONS
-------------------------------------------------
Any stock in other corporations, which may from time-to-time be held by the
Corporation, may be represented and voted at any meeting of Stockholders of such
other corporation by the President, Executive Vice President, Secretary or
Treasurer, or by proxy or proxies appointed by the President, Executive Vice
President, Secretary or Treasurer, or otherwise pursuant to authorization
thereunto given by a resolution of the Board of Directors adopted by a vote of
the Directors,
BYLAW XIV - INTERPRETATION OF BYLAWS
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In the event that any provision of these Bylaws is or becomes inconsistent
with any provision of the Corporation's certificate of incorporation, the
General Corporation Law of the State of Delaware or any other applicable law,
such provision of these Bylaws shall not be given any effect to the extent of
such inconsistency but shall otherwise be given full force and effect.
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