EXHIBIT 3(II)
BYLAWS OF
FFVA FINANCIAL CORPORATION
ARTICLE I
DEFINITIONS
Terms defined in the Articles of Incorporation of this Corporation shall
have the same meaning when used in these Bylaws.
ARTICLE II
OFFICES
SECTION 1. Registered and Other Offices. The registered office of FFVA
Financial Corporation (hereinafter called the "Corporation") in the Commonwealth
of Virginia shall be at 925 Main Street, Lynchburg, Virginia 24504. The
Corporation also may have an office or offices and keep the books and records of
the Corporation, in accordance with the laws of the Commonwealth of Virginia, at
such other place or places either within or without the Commonwealth of Virginia
as the Board of Directors of the Corporation may from time to time determine or
the business may require.
ARTICLE III
MEETING OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation at 925 West Main Street,
Lynchburg, Virginia 24504, or at such other place within or without the
Commonwealth of Virginia as may from time to time be fixed by the Board of
Directors.
SECTION 2. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held either (i) at
2:00 p.m. on the second Wednesday of April of each year, (ii) at such other date
and time as the Board of Directors shall designate.
SECTION 3. Special Meetings. Special meetings of the stockholders, for any
purposes or purposes, may be called by the Chairman of the Board or a majority
of the Board of Directors, and only such other persons as are specifically
permitted to call special meetings by the Virginia Stock Corporation Act.
SECTION 4. Notices of Meetings. Except as may otherwise be required by the
Virginia Stock Corporation Act, notice of each meeting of stockholders, annual
or special, shall be in writing and shall state the place where it is to be
held, the date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes thereof, and a copy thereof shall be served either
personally or by mail upon each stockholder of record entitled to vote at such
meeting, not less than ten (10) or more than sixty (60) days before the meeting,
except that 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 assets or the
dissolution of the Corporation shall be given not less than twenty-five (25) nor
more than sixty (60) days before the meeting date. If mailed, it shall be
directed to such stockholder at his or her address as it appears on the records
of the Corporation. (Notices of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy except when the stockholder attends the meeting for the express and
sole purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened, or that
insufficient notice thereof was given. Notice of any adjourned meeting of
stockholders need not be given except as otherwise provided in this Article
III.)
SECTION 5. Stockholder List. The Secretary of the Corporation shall make,
at least ten (10) days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number of shares held by each. The list shall be
arranged by voting group and within each voting group by class or series of
shares. The original share transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer books or to
vote at any meeting of stockholders.
SECTION 6. Quorum. Except as otherwise provided by the Virginia Stock
Corporation Act, at each meeting of the stockholders of the Corporation the
holders of shares sufficient to cast a majority of the votes represented by all
voting shares of the Corporation issued and outstanding and entitled to vote at
such meeting, present in person or by proxy, shall constitute a quorum. Shares
entitled to vote as a separate voting group may take action on a matter only if
a quorum of those shares exists with respect to that matter.
SECTION 7. Adjournments. Whether or not a quorum is present at any annual
or special meeting of stockholders, a majority in interest of those present in
person or by proxy and entitled to vote may adjourn the meeting from time to
time to another time or place, at which time, if a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. Notice need not be given of the adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken, unless a new record date is fixed for the adjourned
meeting (which shall be done in the event that the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting), in which
event a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 8. Organization. Each meeting of the stockholders shall be
presided over by the Chairman of the Board, or in his or her absence by the
President, or if neither the Chairman of the Board nor the President is present
by an Executive or Senior Vice President.
SECTION 9. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the designated chairman of the meeting.
SECTION 10. Voting. At each meeting of the stockholders, every stockholder
of record of the Corporation entitled to vote at such meeting shall be entitled
to vote the common or other shares of voting stock standing in his or her name
on the books of the Corporation and entitled to be voted at such meeting:
(i) At the time fixed pursuant to Article VIII of these Bylaws as
the record date for the determination of stockholders entitled to notice of and
to vote at such meeting, or
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(ii) If no such record date shall have been fixed, then at the close
of business on the day next preceding the day on which notice of such meeting is
given, or
(iii) If notice of such meeting shall have been waived, than at the
close of business on the day next preceding the day on which such meeting is
held.
Each share of common stock shall be entitled to one vote per share. The
holders of the Common Stock or any other equity securities of the Corporation
have no right to cumulate votes for the election of directors. Each share of
other voting stock of the Corporation shall be entitled to such number of votes
as may be provided in the Articles of Incorporation or resolutions of the Board
of Directors of the Corporation establishing such stock. Except as permitted by
law, shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly. Every stockholder entitled to vote at any meeting of
stockholders may cast such vote in person or by proxy appointed by an instrument
in writing, signed by such stockholder or his or her duly authorized attorney
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted after eleven (11) months from its date, unless the proxy
expressly provides for a longer duration. At all meetings of the stockholders
all matters (except where other provision is made by law or by the Articles of
Incorporation, as amended, or by these Bylaws) shall be decided by a majority of
the votes cast by the stockholders present in person or by proxy and entitled to
vote thereof, provided that a quorum is present.
SECTION 11. Inspectors. For each meeting of stockholders, the Board of
Directors shall appoint one, two or three inspectors of election. If for any
meeting the inspectors appointed by the Board of Directors shall be unable to
act or the Board of Directors shall fail to appoint such inspectors, inspectors
may be appointed at the meeting by the chairman thereof. The inspectors
appointed to act at any meeting of the stockholders, before entering upon the
discharge of their duties, shall be sworn faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of
their ability, and the oath so taken shall be subscribed by them. Such
inspectors shall conduct the voting in each election of directors and, as
directed by the Board of Directors or the chairman of the meeting, voting on any
other matter voted on at such meeting, and after the voting shall make a
certificate of the vote taken. No director or candidate for the office of
director shall act as an inspector for the election of directors. Inspectors
need not be stockholders.
SECTION 12. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the Secretary of the
Corporation at least ten (10) days before the date of the annual meeting; but no
other proposal shall be acted upon at the annual meeting. Any stockholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the Secretary at least
ten (10) days before the meeting, such proposal shall be laid over for action at
an adjourned, special, or annual meeting of the stockholders taking place thirty
(30) days or more thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of officers,
directors, and committees; but in connection with such reports, no new business
shall be acted upon at such annual meeting unless stated and filed as herein
provided.
SECTION 13. Informal action by stockholders. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of stockholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
stockholders entitled to vote with respect to the subject matter.
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ARTICLE IV
DIRECTORS
SECTION 1. General Powers. The Board of Directors shall manage and direct
the management of the business and affairs of the Corporation and may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of Incorporation, as amended, or these
Bylaws directed or required to be exercised or done by the stockholders.
SECTION 2. Number. The Board of Directors of the Corporation shall consist
of ten (10) members, and shall be divided into classes and elected as set forth
in the Articles of Incorporation.
SECTION 3. Nominations of Directors. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote for the election of directors. The Board of Directors shall appoint
three or more directors to act as a nominating committee for selecting the Board
of Director nominees for election as directors. Except in the case of a nominee
substituted as a result of the death or other incapacity of a Board of Director
nominee, the nominating committee shall deliver written nominations to the
secretary at least 20 days prior to the date of the annual meeting. All
nominations made by the nominating committee shall be ratified by the Board of
Directors. Stockholder nominations shall be made in the manner and with the
effect provided in the Articles of Incorporation.
SECTION 4. Quorum. At any meeting of the Board of Directors, a majority of
the directors then holding office shall constitute a quorum for the transaction
of business except where otherwise provided by law, the Articles of
Incorporation or these Bylaws. In the absence of a quorum, a majority of the
directors present may adjourn the meeting to some future time not more than
thirty (30) days later.
SECTION 5. Voting. At all meetings of the Board of Directors, each
director present shall have one vote. At all meetings of the Board of Directors,
all questions, the manner of deciding which is not otherwise specifically
regulated by law, the Articles of Incorporation or these Bylaws, shall be
determined by a majority of the directors present at the meeting.
SECTION 6. Place of Meeting. The Board of Directors may hold its meetings
at such place or places within or without the Commonwealth of Virginia as the
Board of Directors from time to time may determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.
SECTION 7. Annual Meeting. The Board of Directors shall meet for the
purpose of the organization, the election of officers and the transaction of
other business, as soon as practicable after each annual election of directors
on the same day and at the same place at which such election is held or at such
other time or place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors or in a consent and
waiver of notice thereof signed by all the directors.
SECTION 8. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors by resolution
may determine. If any day fixed for a regular meeting shall be a legal holiday
at the place where the meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at said place at the same hour on
the next succeeding business day not a legal holiday. Notice of regular meetings
need not be given.
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SECTION 9. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or a
majority of the Board of Directors. Notice of each such meeting shall be mailed
to each director, addressed to him or her at his or her residence or usual place
of business, at least three (3) days before the day on which the meeting is to
be held; or shall be sent to him or her at such place by telegraph, cable or
wireless, or be delivered personally or by telephone not later than the day
before the day on which the meeting is to be held. Except as otherwise expressly
required by law or these Bylaws, the purpose of any special meeting shall not be
required to be stated in the notice thereof. Notice of any meeting of the Board
of Directors shall not be required to be given to any director who shall be
present at such meeting.
SECTION 10. Telephone Meetings. The Board of Directors may hold a meeting
by conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Notice of such
meeting, if any, shall be given as provided in Section 9 and shall give each
director the telephone number at which, or other manner in which, he or she will
be called.
SECTION 11. Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.
SECTION 12. Organization. At each meeting of the Board of Directors, the
Chairman of the Board or in his or her absence, the president, or in his or her
absence a director chosen by a majority of the directors present, shall act as
chairman of such meeting and preside thereat. The Secretary, or in his or her
absence of the Secretary and the Assistant Secretaries, any person appointed by
the chairman, shall act as secretary of the meeting and keep the minutes
thereof.
SECTION 13. Order of Business. At all meetings of the Board of Directors,
business shall be transacted in the order determined by the chairman of the
meeting, subject to the approval of the Board of Directors.
SECTION 14. Resignations. Any director may resign at any time by giving
written notice to the Chairman of the Board or to the Secretary of the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 15. Removal of Directors. Any director or the entire Board of
Directors may be removed only in the manner provided in the Articles of
Incorporation.
SECTION 16. Election of Directors. Directors are to be elected by a
plurality of votes cast by the shares entitled to vote in the election at a
meeting of stockholders at which a quorum is present. If, at any meeting of
stockholders, due to a vacancy or vacancies or otherwise, directors of more than
one class of the Board of Directors are to be elected, each class of directors
to be elected at the meeting shall be elected in a separate election by a
plurality vote.
SECTION 17. Compensation. Directors, as such, may receive annual
compensation for their services. In addition, by resolution of the Board of
Directors, a reasonable fixed sum, and reasonable expenses of attendance, if
any, may be allowed for actual attendance at each regular or special meeting
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of the Board of Directors. Members of either standing or special committees may
be allowed such compensation for actual attendance at committee meetings as the
Board of Directors may determine.
SECTION 18. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent or abstention shall be entered in the minutes of the meeting or
unless he shall file a written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation within five
(5) days after the date a copy of the minutes of the meeting is received. Such
right to dissent shall not apply to a director who voted in favor of such
action.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the Board of Directors, designate an Executive Committee
to consist of three or more members of the Board of Directors.
SECTION 2. Vacancies. A majority of the Board of Directors shall have the
power to change the membership of the Executive Committee at any time, to fill
vacancies therein and to discharge the Executive Committee or to remove any
member thereof (including the Chairman), either with or without cause, at any
time.
SECTION 3. Executive Committee To Report. All completed action by the
Executive Committee shall be reported to the Board of Directors at its meeting
next succeeding such action or at its meeting held in the month following the
taking of such action.
SECTION 4. Procedure. Meetings of the Executive Committee shall be held at
such times and places as the Chairman of the Executive Committee may determine.
The Executive Committee, by a vote of a majority of its members, may fix its
rules of procedure, determine its manner of acting and specify what notice, if
any, of meetings shall be given, except as the Board of Directors shall by
resolution otherwise provide.
SECTION 5. Powers. Except as otherwise provided by law or the Articles of
Incorporation, the Executive Committee shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation in the intervals between meetings of the Board of Directors in all
cases in which specific directions shall not have been given by the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.
SECTION 6. Other Committees The Board of Directors may, by resolutions
passed by a majority of the Board of Directors designate members of the Board of
Directors to constitute other committees which shall in each case consist of
such number of directors, and shall have and may execute such powers as may be
determined and specified in the respective resolutions appointing them. A
majority of all the members of any such committee may fix its rules of
procedure, determine its manner of acting and fix the time and place, whether
within or without the Commonwealth of Virginia, of its meetings and specify what
notice thereof, if any, shall be given, except that a majority of the Board of
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directors shall have the power to change the membership of any such committee at
any time, to fill vacancies therein and to discharge any such committee or to
remove any member thereof, either with or without cause, at any time.
ARTICLE VI
OFFICERS
SECTION 1. Titles. The principal officers of the Corporation shall be a
Chief Executive Officer, a President, one or more Executive or Senior Vice
Presidents, a Secretary and a Treasurer. Other officers may be appointed in
accordance with the provisions of this Article VI. One person may hold the
office and perform the duties of any two or more of said officers.
SECTION 2. Election, Term of Office and Qualifications. The officers shall
be elected annually by the Board of Directors. Each officer, except as may be
appointed in accordance with the provisions of this Article VI, shall hold
office until his or her successor shall have been chosen and shall qualify or
until his or her death or until he or she shall have resigned or until he or she
shall have been removed in the manner hereinafter provided.
SECTION 3. Appointed Officers. The Board of Directors may from time to
time appoint or delegate the appointment of such other officers and assistant
officers and agents as it may deem necessary including one or more Assistant
Secretaries and one or more Assistant Treasurers. Such officers shall hold
office for such period, have such authority and perform such duties, subject to
the control of the Board of Directors, as are in these Bylaws provided or as the
Chief Executive Officer, president or the Board of Directors may from time to
time prescribe. The Chief Executive Officer or President shall have authority to
appoint and remove agents and employees and to prescribe their powers and duties
and may authorize any other officer or officers to do so.
SECTION 4. Removal. Any officer elected or appointed directly by the Board
of Directors may only be removed, either with or without cause, at any time by
the vote of the majority of the Board of Directors.
SECTION 5. Resignation. Any officer may resign at any time by giving
written notice to the Chief Executive Officer or to the Secretary. Such
resignation shall take effect upon receipt of such notice or at any later time
specified therein; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office because of death,
resignation, removal or other causes shall be filled for the unexpired portion
of the term in the manner prescribed by these Bylaws for regular election or
appointment to such office.
SECTION 7. The Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and the Board of Directors and shall
perform such other duties as the Board of Directors may from time to time
prescribe.
SECTION 8. Chief Executive Officer. The Chief Executive Officer shall,
subject to the Board of Directors, have general charge of the business affairs
and property of the Corporation. Unless otherwise designated by the Board of
Directors, the President shall also be the Chief Executive Officer.
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SECTION 9. The President. In the absence or inability to act of the
Chairman of the Board, the President shall, when present, preside at all
meetings of the Board of Directors and the stockholders. The President shall
have such other powers and perform such duties as may from time to time be
assigned to him or her by the Board of Directors or as may be prescribed by
these Bylaws.
SECTION 10. Executive or Senior Vice Presidents. Each Executive or Senior
Vice president shall have such powers and perform such duties as may from time
to time be assigned to him or her by the Board of Directors, the Chief Executive
Officer or as may be prescribed in these Bylaws.
SECTION 11. Vice President. Each Vice president shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors or as may be prescribed in these Bylaws.
SECTION 12. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and record all its proceedings. He or she may give, or cause
to be given, notice of all stockholders' and directors' meetings and shall
perform such other duties as may be prescribed by the Board of Directors or the
President. The Secretary may certify all votes, resolutions and actions of the
stockholders and of the Board of Directors.
SECTION 13. The Treasurer. The Treasurer shall have charge and custody of,
and be responsible for all funds and securities of the Corporation, and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected or authorized to be selected by the Board of
Directors; shall render or cause to be rendered a statement of the condition of
the finances of the Corporation at all regular meetings of the Board of
Directors, and a full financial report of the Corporation at the annual meeting
of stockholders, if called upon so to do; shall receive and give receipt for
moneys due and payable to the Corporation from any source whatsoever; and, in
general, shall perform or cause to be performed all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him or her by the Board of Directors or as may be prescribed in these Bylaws.
SECTION 14. Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as from time to
time may be assigned to them by the Board, the President, Chief Executive
Officer or the Secretary or Treasurer, respectively. At the request of the
Secretary or the Treasurer, or in case of his or her absence or inability to
act, any Assistant Secretary or Assistant Treasurer, respectively, may act in
his or her place.
SECTION 15. Indemnification of Directors, Officers, Etc. Directors and
officers of the Corporation shall, and agents and employees of the Corporation
may be indemnified in the manner provided in the Articles of Incorporation. The
Corporation may purchase and maintain liability insurance on behalf of such
persons or to protect itself against liability for such indemnification to the
extent authorized by Article 8 of the Articles of Incorporation. The duties of
the Corporation to indemnify and to advance expenses to any person as provided
in the Articles of Incorporation shall be in the nature of a contract between
the Corporation and each such person, and no amendment or repeal of Article 8 of
the Articles of Incorporation, and no amendment or termination of any trust or
other fund created pursuant thereto, shall alter to the detriment of such person
the right of such person to the advance of expenses or indemnification related
to a claim based on an act or failure to act which took place prior to such
amendment, repeal or termination.
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SECTION 16. Liability of Directors or Officers. The personal liability of
a director or officer of the Corporation shall be limited in the manner provided
in the Articles of Incorporation.
ARTICLE VII
CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Contracts The Board of Directors may authorize any
officer, employee or agent, in the name and on behalf of the Corporation, to
enter into any contract or execute and satisfy any instrument, and any such
authority may be general or confined to specific instances, or otherwise
limited.
SECTION 2. Loans. The Chief Executive Officer, President or any other
officer, employee or agent authorized by the Bylaws or by the Board of Directors
may effect loans and advances at any time for the Corporation from any bank,
trust company or other institutions or from any firm, corporation or individual
and for such loans and advances may make, execute and deliver promissory notes,
bonds or other certificates or evidences of indebtedness of the Corporation, and
when authorized so to do may pledge and hypothecate or transfer any securities
or other property of the Corporation as security for any such loans or advances.
Such authority conferred by the Board of Directors may be general or confined to
specific instances or otherwise limited.
SECTION 3. Checks, Drafts, Etc. All checks, drafts and other orders for
the payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
corporation in such a manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select or as may be selected by an officer, employee or agent of the Corporation
to whom such power may from time to time be delegated by the Board of Directors.
SECTION 5. General and Special Bank Accounts. The Board of Directors, the
Chief Executive Officer, the President or any other officer or officers
designated by the Board of Directors may from time to time authorize the opening
and keeping of general and special bank accounts with such banks, trust
companies or other depositories as may be selected by the President or any other
officer or officers or agent or agents to whom power in that respect shall have
been delegated by the Board of Directors. The Board of Directors may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. Certificates of Stock. Every holder of shares of stock shall be
entitled to have a certificate, in such form as the Board of Directors shall
prescribe, certifying the number and class of shares of stock of the Corporation
owned by him or her. Each such certificate shall be signed in the name of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or an Executive or Senior Vice President or a Vice President, and the
Treasurer or an Assistant Treasurer or
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the Secretary or an Assistant Secretary. Signatures of such officers may be
facsimiles to the extent permitted by the Virginia Stock Corporation Act. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who shall have signed such certificate or certificates or
whose facsimile signature or signatures shall have been used thereon had not
ceased to be such officer or officers. A record shall be kept of the respective
names of the persons, firms or corporations owning the stock represented by
certificates for stock of the Corporation, the number of shares represented by
such certificates, respectively, and the respective dates thereof, and, in case
of cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled and a
new certificate or certificates shall not be issued in exchange for any existing
certificates until such existing certificate shall have been so canceled, except
in cases otherwise provided for in this Article VIII.
SECTION 2. Transfer of Shares. Each transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, or with
a transfer agent appointed as is in this Article VIII provided, upon the payment
of any taxes thereon and the surrender of the certificate or certificates for
such shares properly endorsed. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; provided that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such agent, shall be so expressed in the entry of transfer
if requested by both the transferor and transferee.
SECTION 3. Date for Determining Stockholders of Record. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of directors
may fix, in advance, a record date, which shall not be more than seventy (70)
nor less than ten (10) days before the date of such meeting, nor more than
seventy (70) days prior to any other action, except as otherwise required by the
Virginia Stock Corporation Act. A determination of stockholders entitled to
notice of or to vote at a stockholders' meeting is effective for any adjournment
of the meeting 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 and twenty
(120) days after the date fixed for the original meeting.
SECTION 4. Lost, Destroyed, and Mutilated Certificates. The holder of any
shares of stock of the Corporation for which the certificate therefor has been
lost, destroyed or mutilated, shall immediately notify the Corporation of such
loss, destruction or mutilation. The Board of Directors may, in its discretion,
and after the expiration of such period of time as it may determine to be
advisable, cause to be issued to such stockholder a new certificate or
certificates for shares of stock, upon the surrender of the mutilated
certificate, or in case of loss or destruction of the certificate, upon proof
satisfactory to the Board of Directors of such loss or destruction, and the
Board of Directors may, in its discretion, require the owner of the lost,
destroyed or mutilated certificate, or his or her legal representatives, to give
the Corporation a bond, in such sum and with such surety or sureties as it may
direct, to indemnify the Corporation against any claim that may be made against
it on account of the alleged loss, destruction or mutilation of any such
certificate or the issuance of such new certificate.
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SECTION 5. Examination of Books by Stockholders. The Board of Directors
shall, subject to any applicable statutes, have the power to determine, from
time to time, whether and to what extent and at what times and places and under
what conditions the accounts and books and documents of the corporation, or any
of them, shall be opened to the inspection of the stockholders; and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by any such statute, unless and until
authorized so to do by resolution of the Board of Directors or of the
stockholders of the Corporation.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice whatever is required to be given by these Bylaws or by
the Articles of Incorporation, or by statute, the person entitled thereto may in
person, or in the case of a stockholder by his or her attorney thereunto duly
authorized, waive such notice in writing (including telegraph, cable, radio or
wireless), whether before or after the meeting, or other matter in respect of
which such notice is to be given, and in such event such notice need not be
given to such person and such waiver shall be equivalent to such notice, and any
action to be taken after such notice or after the lapse of a prescribed period
of time may be taken without such notice and without the lapse of any period of
time.
ARTICLE X
SEAL
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of its incorporation.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
and end on the last day of December in each year.
ARTICLE XII
AMENDMENTS
These Bylaws (including, without limitation, this Article XII) may be
altered, amended or repealed or new bylaws may be adopted in the manner set
forth in the Articles of Incorporation.
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