BYLAWS
OF
REGIONAL BANKSHARES, INC.
15
TABLE OF CONTENTS
ARTICLE 1 - OFFICES...........................................................1
SECTION 1: REGISTERED OFFICE AND AGENT....................................1
SECTION 2: OTHER OFFICES..................................................1
ARTICLE 2 - SHAREHOLDERS......................................................1
SECTION 1: PLACE OF MEETINGS..............................................1
SECTION 2: ANNUAL MEETINGS................................................1
SECTION 3: SPECIAL MEETINGS...............................................1
SECTION 4: NOTICE.........................................................2
SECTION 5: QUORUM.........................................................2
SECTION 6: MAJORITY VOTE; WITHDRAWAL OF QUORUM............................2
SECTION 7: METHOD OF VOTING...............................................3
SECTION 8: RECORD DATE....................................................3
SECTION 9: SHAREHOLDER PROPOSALS..........................................3
ARTICLE 3 - DIRECTORS.........................................................4
SECTION 1: MANAGEMENT.....................................................4
SECTION 2: NUMBER, CLASSIFICATION AND TERMS OF OFFICE OF DIRECTORS........4
SECTION 3: QUALIFICATIONS OF DIRECTORS....................................5
SECTION 4: NOMINATION OF DIRECTORS........................................5
SECTION 5: EMERITUS DIRECTORS.............................................6
SECTION 6: VACANCIES......................................................6
SECTION 7: REMOVAL OF DIRECTORS...........................................6
SECTION 8: PLACE OF MEETINGS..............................................7
SECTION 9: REGULAR MEETINGS...............................................7
SECTION 10: SPECIAL MEETINGS..............................................7
SECTION 11: TELEPHONE AND SIMILAR MEETINGS................................7
SECTION 12: QUORUM; MAJORITY VOTE.........................................7
SECTION 13: COMPENSATION..................................................8
SECTION 14: PROCEDURE.....................................................8
SECTION 15: ACTION WITHOUT MEETING........................................8
ARTICLE 4 - BOARD COMMITTEES..................................................8
SECTION 1: DESIGNATION....................................................8
SECTION 2: MEETINGS.......................................................8
SECTION 3: QUORUM; MAJORITY VOTE..........................................8
SECTION 4: PROCEDURE......................................................9
SECTION 5: ACTION WITHOUT MEETING.........................................9
SECTION 6: TELEPHONE AND SIMILAR MEETINGS.................................9
ARTICLE 5 - OFFICERS..........................................................9
SECTION 1: OFFICERS.......................................................9
SECTION 2: TERM...........................................................9
SECTION 3: VACANCIES......................................................9
SECTION 4: COMPENSATION..................................................10
SECTION 5: REMOVAL.......................................................10
SECTION 6: CHAIRMAN OF THE BOARD.........................................10
SECTION 7: CHIEF EXECUTIVE OFFICER.......................................10
SECTION 8: PRESIDENT.....................................................10
SECTION 9: VICE PRESIDENTS...............................................10
SECTION 10: SECRETARY....................................................10
SECTION 11: ASSISTANT SECRETARY..........................................11
SECTION 12: TREASURER....................................................11
16
ARTICLE 6 - INDEMNIFICATION..................................................11
SECTION 1: INDEMNIFICATION OF DIRECTORS..................................11
SECTION 2: ADVANCEMENT OF EXPENSES.......................................12
SECTION 3: INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.............12
SECTION 5: NONEXCLUSIVITY OF RIGHTS; AGREEMENTS..........................13
SECTION 6: CONTINUING BENEFITS; SUCCESSORS...............................13
SECTION 7: INTERPRETATION; CONSTRUCTION..................................14
SECTION 8: AMENDMENT.....................................................14
SECTION 9: SEVERABILITY..................................................14
ARTICLE 7 - CERTIFICATES AND SHAREHOLDERS....................................14
SECTION 1: CERTIFICATES..................................................14
SECTION 2: ISSUANCE OF SHARES............................................15
SECTION 3: RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS.......15
SECTION 4: TRANSFERS OF SHARES...........................................15
SECTION 5: REGISTRATION OF TRANSFER......................................15
SECTION 6: LOST, STOLEN OR DESTROYED CERTIFICATES........................15
SECTION 7: RESTRICTIONS ON SHARES........................................16
SECTION 8: VOTING OF STOCK HELD..........................................16
ARTICLE 8 - GENERAL PROVISIONS...............................................16
SECTION 1: DISTRIBUTIONS.................................................16
SECTION 2: BOOKS AND RECORDS.............................................16
SECTION 3: EXECUTION OF DOCUMENTS........................................16
SECTION 4: FISCAL YEAR...................................................17
SECTION 5: SEAL..........................................................17
SECTION 6: RESIGNATION...................................................17
SECTION 7: COMPUTATION OF DAYS...........................................17
SECTION 8: AMENDMENT OF BYLAWS...........................................17
SECTION 9: CONSTRUCTION..................................................17
SECTION 10: HEADINGS.....................................................18
17
BYLAWS
OF REGIONAL BANKSHARES, INC.
ARTICLE 1. OFFICES
Section 1: Registered Office and Agent. The registered office of the Corporation
shall be at 644 South Fourth Street, Hartsville, South Carolina 29550. The
registered agent at such address shall be Curtis A. Tyner.
Section 2: Other Offices. The Corporation may also have offices at such other
places within and without the State of South Carolina as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE 2. SHAREHOLDERS
Section 1: Place of Meetings. Meetings of shareholders shall be held at the time
and place, within or without the State of South Carolina, stated in the notice
of the meeting or in a waiver of notice.
Section 2: Annual Meetings. An annual meeting of the shareholders shall be held
each year on such date and at a time to be set by the Board of Directors in
accordance with all applicable notice requirements. At the meeting, the
shareholders shall elect directors and transact such other business as may
properly be brought before the meeting.
Section 3: Special Meetings.
(a) Special meetings of the shareholders, for any purpose or purposes,
unless otherwise required by the South Carolina Business Corporation Act of
1988, as amended from time to time (the "Act"), the Articles of Incorporation of
the Corporation (the "Articles"), or these Bylaws, may be called by the chief
executive officer, the president, the chairman of the Board of Directors or a
majority of the Board of Directors.
(b) In addition to a special meeting called in accordance with subsection
3(a) of this Article 2, the Corporation shall, if and to the extent that it is
required by applicable law, hold a special meeting of shareholders if the
holders of at least ten percent (10%) of all the votes entitled to be cast on
any issue proposed to be considered at such special meeting sign, date and
deliver to the secretary of the Corporation one or more written demands for the
meeting. Such written demands shall be delivered to the secretary by certified
mail, return receipt requested. Such written demands sent to the secretary of
the Corporation shall set forth as to each matter the shareholder or
shareholders propose to be presented at the special meeting (i) a description of
the purpose or purposes for which the meeting is to be held (including the
specific proposal(s) to be presented); (ii) the name and record address of the
shareholder or shareholders proposing such business; (iii) the class and number
of shares of the Corporation that are owned of record by the shareholder or
shareholders as of a date within ten (10) days of the delivery of the demand;
(iv) the class and number of shares of the Corporation that are held
beneficially, but not held of record, by the shareholder or shareholders as of a
date within ten (10) days of the delivery of the demand; and (v) any interest of
the shareholder or shareholders in such business. Any such special shareholders'
meeting shall be held at a location designated by the Board of Directors. The
Board of Directors may set such rules for any such meeting as it may deem
appropriate, including when the meeting will be held (subject to any
requirements of the Act), the agenda for the meeting (which may include any
proposals made by the Board of Directors), who may attend the meeting in
addition to shareholders of record and other such matters.
(c) Business transacted at any special meeting shall be confined to the
specific purpose or purposes stated in the notice of the meeting.
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Section 4: Notice.
(a) Written or printed notice stating the place, date and time of the
meeting and, in the case of a special meeting, the specific purpose or purposes
for which the meeting is called, shall be delivered by the Corporation not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed effective when deposited
with postage prepaid in the United States mail, addressed to the shareholder at
the address appearing on the stock transfer books of the Corporation. Except as
may be expressly provided by law, no failure or irregularity of notice of any
regular meeting shall invalidate the same or any proceeding thereat.
(b) The notice of each special shareholders meeting shall include a
description of the specific purpose or purposes for which the meeting is called.
Except as provided by law, the Articles or these Bylaws, the notice of an annual
shareholders meeting need not include a description of the purpose or purposes
for which the meeting is called.
Section 5: Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles or by these Bylaws. If a quorum is not present or
represented at a meeting of the shareholders, the shareholders entitled to vote,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At an adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. Once a share
is represented for any purpose at a meeting it is deemed present for quorum
purposes.
Section 6: Majority Vote; Withdrawal of Quorum. When a quorum is present at a
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before the meeting, unless the question is one on which, by express
provision of the statutes, the Articles or these Bylaws, a higher vote is
required in which case such express provision shall govern. The shareholders
present at a duly constituted meeting may continue to transact business until
adjournment, despite the withdrawal of enough shareholders to leave less than a
quorum.
Section 7: Method of Voting. Each outstanding share of common stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Each outstanding share of other classes of stock, if any, shall
have such voting rights as may be prescribed by the Board of Directors. Proxies
delivered by facsimile to the Corporation, if otherwise in order, shall be
valid. Votes shall be taken by voice, by hand or in writing, as directed by the
chairman of the meeting.
Section 8: Record Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, including any special
meeting, or shareholders entitled to receive payment of dividends, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not less than ten nor
more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. Except as
otherwise provided by law, if no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
of shareholders entitled to receive payment of dividends, the date on which
notice of the meeting is mailed, or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date.
Section 9: Shareholder Proposals.
(a) To the extent required by applicable law, a shareholder may bring a
proposal before an annual meeting of shareholders as set forth in this Section
9. To be properly brought before an annual meeting of shareholders, business
must be (i) specified in the notice of meeting (or any supplement thereto) given
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by or at the direction of the Board of Directors; (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors; or
(iii) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the secretary of the Corporation. To
be timely, a shareholders notice must be given, either by personal delivery or
by United States mail, postage prepaid, return receipt requested, to the
secretary of the Corporation not less than thirty (30) nor more than sixty (60)
days in advance of the annual meeting (provided, however, that if less than 31
days' notice of the meeting is given to shareholders, such written notice shall
be delivered or mailed, as prescribed, to the secretary of Corporation not later
than the close of the tenth (10th) day following the day on which notice of the
meeting was mailed to shareholders). A shareholder's notice to the secretary of
the Corporation shall set forth for each matter the shareholder proposes to
bring before the annual meeting (i) a description of the business desired to be
brought before the annual meeting (including the specific proposal(s) to be
presented) and the reasons for conducting such business at the annual meeting;
(ii) the name and record address of the shareholder proposing such business;
(iii) the class and number of shares of the Corporation that are owned of
record, and the class and number of shares of the Corporation that are held
beneficially, but not held of record, by the shareholder as of the record date
for the meeting, if such date has been made publicly available, or as of a date
within ten days of the effective date of the notice by the shareholder if the
record date has not been made publicly available; and (iv) any interest of the
shareholder in such business. In the event that a shareholder attempts to bring
business before an annual meeting without complying with the provisions of this
Section 9, the chairman of the meeting shall declare to the meeting that the
business was not properly brought before the meeting in accordance with the
foregoing procedures, and such business shall not be transacted. The chairman of
any annual meeting, for good cause shown and with proper regard for the orderly
conduct of business at the meeting, may waive in whole or in part the operation
of this Section 9.
(b) If any shareholder of the Corporation notifies the Corporation that
such shareholder intends to present a proposal for action at a forthcoming
meeting of the Corporation's shareholders and requests that the Corporation
include the proposal in its proxy statement and such shareholder complies with
all the requirements of Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, the Corporation shall consider inclusion of such proposal in the proxy
statement unless it determines that the proposal is inappropriate for
consideration by the shareholders at the meeting.
ARTICLE 3. DIRECTORS
Section 1: Management. The business and affairs of the Corporation shall be
managed by the Board of Directors who may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law, the
Articles or these Bylaws directed or required to be done or exercised by the
shareholders.
Section 2: Number, Classification and Terms of Office of Directors. Unless
otherwise provided in the Articles of Incorporation, the number of directors of
the Corporation shall be that number as may be fixed from time to time by
resolution of the Board of Directors, but in no event shall the number be less
than five (5) or greater than twenty-five (25). The initial number of directors
shall be twelve (12). The number of members of the Board of Directors can be
increased or decreased within the foregoing range at any time by the Board of
Directors. In addition, unless provided otherwise by resolution of the Board of
Directors, if, in any case after proxy materials for an annual meeting of
shareholders have been mailed to shareholders, any person named therein to be
nominated at the direction of the Board of Directors becomes unable or unwilling
to serve, the number of authorized directors shall be automatically reduced by a
number equal to the number of such persons. The members of the Board of
Directors need not be shareholders nor need they be residents of any particular
state. At any time that the Board has six or more members, unless provided
otherwise by the Articles, 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 possible, of the total. The terms of
directors in the first class expire at the first annual shareholders' meeting
20
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.
Section 3: Qualifications of Directors. No individual who is or becomes a
Business Competitor (as defined below) or who is or becomes affiliated with,
employed by or a representative of any individual, corporation, association,
partnership, firm, business enterprise or other entity or organization which the
Board of Directors, after having such matter formally brought to its attention,
determines to be in competition with the Corporation or any of its subsidiaries
(any such individual, corporation, association, partnership, firm, business
enterprise or other entity or organization being hereinafter referred to as a
"Business Competitor") shall be eligible to serve as a director if the Board of
Directors determines that it would not be in the Corporation's best interests
for such individual to serve as a director of the Corporation. Such affiliation,
employment or representation may include, without limitation, service or status
as an owner, partner, shareholder, trustee, director, officer, consultant,
employee, agent, or counsel, or the existence of any relationship which results
in the affected person having an express or implied obligation to act on behalf
of a Business Competitor; provided, however, that passive ownership of a debt or
equity interest not exceeding five percent (5%) of the outstanding debt or
equity, as the case may be, in any Business Competitor shall not constitute such
affiliation, employment or representation. Any financial institution having
branches or affiliates in Darlington County, South Carolina, shall be presumed
to be a Business Competitor unless the Board of Directors expressly determines
otherwise.
Section 4: Nomination of Directors.
(a) Nomination of persons to serve as directors of the Corporation, other
than those made by or on behalf of the Board of Directors of the Corporation,
shall be made in writing and shall be delivered either by personal delivery or
by United States mail, postage prepaid, return receipt requested, to the
secretary of the Corporation no later than (i) with respect to an election to be
held at an annual meeting of shareholders, ninety (90) days in advance of such
meeting; and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the seventh
(7th) day following the date on which notice of such meeting is first given to
shareholders. Each notice shall set forth: (i) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the shareholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure. The chairman of any such meeting, for
good cause shown and with proper regard for the orderly conduct of business at
the meeting, may waive in whole or in part the operation of this Section 4.
(b) Notwithstanding subsection (a) of this Section 4, if the Corporation or
any banking subsidiary of the Corporation is subject to the requirements of
Title 12, Section 183 1(i) of the United States Code, then no person may be
nominated by a shareholder for election as a director at any meeting of
shareholders unless the shareholder furnishes the written notice required by
subsection (a) of this Section 4 to the secretary of the Corporation at least
21
ninety (90) days prior to the date of the meeting and the nominee has received
regulatory approval to serve as a director prior to the date of the meeting.
Section 5: Emeritus Directors. The Board of Directors may, from time to time,
appoint individuals (including individuals who have retired from the Board of
Directors) to serve as members of the Emeritus Board of Directors of the
Corporation. Each member of the Emeritus Board of Directors of the Corporation,
except in the case of his earlier death, resignation, retirement,
disqualification or removal, shall serve until the next succeeding annual
meeting of the Board of Directors of the Corporation. Members of the Emeritus
Board of Directors may be removed without cause by a vote of the members of the
Board of Directors. Any individual appointed as a member of the Emeritus Board
of Directors of the Corporation may, but shall not be required to, attend
meetings of the Board of Directors of the Corporation and may participate in any
discussions at such meetings, but such individual may not vote or be counted in
determining a quorum at any meeting of the Board of Directors of the
Corporation. It shall be the duty of the members of the Emeritus Board of
Directors of the Corporation to serve as goodwill ambassadors of the
Corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
Corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the Corporation. Each member of the Emeritus Board of Directors of
the Corporation shall be paid such compensation as may be set from time to time
by the Board of Directors of the Corporation and shall remain eligible to
participate in any stock option plan in which directors are eligible to
participate which is maintained by, or participated in, from time to time by the
Corporation, according to the terms and conditions thereof.
Section 6: Vacancies. Except as otherwise provided by law, in the Articles of
Incorporation, or in these Bylaws (a) the office of a director shall become
vacant if he dies, resigns, or is removed from office, and (b) the Board of
Directors may declare vacant the office of a director if (i) he is interdicted
or adjudicated an incompetent, (ii) an action is filed by or against him, or any
entity of which he is employed as his principal business activity, under the
bankruptcy laws of the United States, (iii) in the sole opinion of the Board of
Directors he becomes incapacitated by illness or other infirmity so that he is
unable to perform his duties for a period of six months or longer, or (iv) he
ceases at any time to have the qualifications required by law, the Articles of
Incorporation or these Bylaws. The remaining directors may, by a majority vote,
fill any vacancy on the Board of Directors (including any vacancy resulting from
an increase in the authorized number of directors, or from the failure of the
shareholders to elect the full number of authorized directors) for an unexpired
term; provided that the shareholders shall have the right at any special meeting
called for such purpose prior to action by the Board of Directors to fill the
vacancy.
Section 7: Removal of Directors.
(a) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed without cause only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
(b) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed with cause if the number of votes cast to remove the director
exceeds the number of votes cast against removing the director.
(c) For purposes of this Section 7, cause shall mean fraudulent or
dishonest acts, or gross abuse of authority in the discharge of duties to the
Corporation, and shall be established after written notice of specific charges
and opportunity to meet and refute such charges.
(d) If at least two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Section 7 may be amended or rescinded by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the Corporation entitled to vote in an election of directors, at any
regular or special meeting of the shareholders, and notice of the proposed
change must be contained in the notice of the meeting.
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Section 8: Place of Meetings. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of South Carolina.
Section 9: Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board of Directors.
Section 10: Special Meetings. Special meetings of the Board of Directors may be
called by the chairman, the chief executive officer, or the president of the
Corporation, on not less than twenty-four hours notice. Notice of a special
meeting may be given by personal notice, telephone, facsimile, electronic
communication, overnight courier or United States mail to each director. Any
such special meeting shall be held at such time and place as shall be stated in
the notice of the meeting. The notice need not describe the purpose or purposes
of the special meeting.
Section 11: Telephone and Similar Meetings. Directors may participate in and
hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the holding of the meeting or the transacting of
any business at the meeting on the ground that the meeting is not lawfully
called or convened, and does not thereafter vote for or assent to action taken
at the meeting.
Section 12: Quorum; Majority Vote. At meetings of the Board of Directors a
majority of the number of directors then in office shall constitute a quorum for
the transaction of business. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
except as otherwise specifically provided by law, the Articles or these Bylaws.
If a quorum is not present at a meeting of the Board of Directors, the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
Section 13: Compensation. Each director shall be entitled to receive such
reasonable compensation as may be determined by resolution of the Board of
Directors. By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees may, by resolution of the Board of Directors, be allowed
compensation for attending committee meetings.
Section 14: Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the Corporation.
Section 15: Action Without Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if the
action is assented to by all the members of the Board. Such consent shall have
the same force and effect as a meeting vote and may be described as such in any
document.
ARTICLE 4. BOARD COMMITTEES
Section 1: Designation. The Board of Directors may, by resolution adopted by a
majority of the full Board, designate one or more committees. Each committee
must have two or more members who serve at the pleasure of the Board of
Directors. To the extent specified by the Board of Directors, in the Articles or
in these Bylaws, each committee may exercise the authority of the Board of
Directors. So long as prohibited by law, however, a committee of the Board may
not (a) authorize distributions; (b) approve or propose to shareholders action
required by the Act to be approved by shareholders; (c) fill vacancies on the
Board of Directors or on any of its committees; (d) amend the Articles; (e)
adopt, amend or repeal these Bylaws; (f) approve a plan of merger not requiring
shareholder approval; (g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; or (h)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
23
class or series of shares, except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors. Any director may serve
on one or more committees. Any committee appointed under this Section 1 shall
perform such duties and assume such responsibility as may from time to time be
placed upon it by the Board of Directors.
Section 2: Meetings. Time, place and notice of all committee meetings shall be
as called and specified by the chief executive officer, the committee chairman
or any two members of each committee.
Section 3: Quorum; Majority Vote. At meetings of committees, a majority of the
number of members designated by the Board of Directors shall constitute a quorum
for the transaction of business. The act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee,
except as otherwise specifically provided by the Act, the Articles or these
Bylaws. If a quorum is not present at a meeting of the committee, the members
present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.
Section 4: Procedure. Committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors at its next regular meeting. The
minutes of the proceedings of the committee shall be placed in the minute book
of the Corporation.
Section 5: Action Without Meeting. Any action required or permitted to be taken
at a meeting of any committee may be taken without a meeting if the action is
assented to by all the members of the committee. Such consent shall have the
same force and effect as a meeting vote and may be described as such in any
document.
Section 6: Telephone and Similar Meetings. Committee members may participate in
and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the holding of the meeting or the transacting of
any business at the meeting on the ground that the meeting is not lawfully
called or convened, and does not thereafter vote for or assent to action taken
at the meeting.
ARTICLE 5 OFFICERS
Section 1: Officers. The officers of the Corporation shall consist of a chief
executive officer, president and secretary, each of whom shall be elected by the
Board of Directors. The Board of Directors may also create and establish the
duties of other offices as it deems appropriate. The Board of Directors shall
also elect a chairman of the Board and may elect a vice chairman of the Board
from among its members. The Board of Directors from time to time may appoint, or
may authorize the president to appoint or authorize specific officers to
appoint, the persons who shall hold such other offices as may be established by
the Board of Directors, including one or more vice presidents (including
executive vice presidents, senior vice presidents, assistant vice presidents),
one or more assistant secretaries, and one or more assistant treasurers. Any two
or more offices may be held by the same person.
Section 2: Term. Each officer shall serve at the pleasure of the Board of
Directors (or, if appointed pursuant to this Article, at the pleasure of the
Board of Directors, the president, or the 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.
Section 3: Vacancies. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors. Any vacancy in an office which was filled
by the president or another officer may also be filled by the president or by
any officer authorized to have filled the office vacant.
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Section 4: Compensation. The compensation of all officers of the Corporation
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.
Section 5: Removal. All officers (regardless of how elected or appointed) may be
removed, with or without cause, by the Board of Directors. Any officer appointed
by the president or another officer may also be removed, with or without cause,
by the president or by any 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.
Section 6: Chairman of the Board. The office of the chairman of the board may be
filled by the Board at its pleasure by the election of one of its members to the
office. The chairman shall preside at all meetings of the Board and meetings of
the shareholders and shall perform such other duties as may be assigned to him
by the Board of Directors.
Section 7: Chief Executive Officer. The chief executive officer shall be
responsible for the general and active management of the business and affairs of
the Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe.
Section 8: President. The president shall be responsible for the general and
active management of the business and affairs of the Corporation, and shall see
that all orders and resolutions of the Board are carried into effect. He shall
perform such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe. The president shall preside as
chairman of the Board of Directors during the absence of the Board chairman.
Section 9: Vice Presidents. The vice presidents (executive, senior, or
assistant), as such offices are appointed by the Board of Directors, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the president, perform the duties and
have the authority and exercise the powers of the president. They shall perform
such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the president may from time to
time delegate.
Section 10: Secretary.
(a) The secretary shall attend all meetings of the Board of Directors and
all meetings of the shareholders and record all votes, actions and the minutes
of all proceedings in a book to be kept for that purpose and shall perform like
duties for the executive and other committees when required.
(b) The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board of Directors.
(c) The secretary shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors or the executive committee, affix
it to any instrument requiring it. When so affixed, it shall be attested by the
secretary's signature or by the signature of the treasurer or an assistant
secretary.
(d) The secretary shall be under the supervision of the president and shall
perform such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe or as the president may from time
to time delegate.
Section 11: Assistant Secretary. The assistant secretaries, as such offices are
created by the Board of Directors, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and have the authority and
exercise the powers of the secretary. They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the president may from time to time delegate.
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Section 12: Treasurer.
(a) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in appropriate
depositories.
(b) The treasurer shall disburse the funds of the Corporation ordered by
the Board of Directors and prepare financial statements as they direct.
(c) The treasurer shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the president may from time to time delegate.
(d) The treasurer's books and accounts shall be opened at any time during
business hours to the inspection of any directors of the Corporation.
ARTICLE 6 INDEMNIFICATION
Section 1: Indemnification of Directors.
(a) The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by applicable law, any person (an "Indemnified Person") who was
or is a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit or other proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal,
by reason of the fact that he, or a person for whom he is a legal representative
(or other similar representative), is or was a director of the Corporation or 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, against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement or other similar
costs actually and reasonably incurred in connection with such action, suit or
proceeding. For purposes of this Article 6, all terms used herein that are
defined in Section 33-8-500 of the Act or any successor provision or provisions
shall have the meanings so prescribed in such Section.
(b) Without limiting the provisions of Section 1(a) of this Article 6, the
Corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director of the Corporation against reasonable expenses incurred
by him in connection with the proceeding. In addition, the Corporation shall
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (i) he conducted
himself in good faith; (ii) he reasonably believed: (A) in the case of conduct
in his official capacity with the Corporation, that his conduct was in its best
interest; and (B) in all other cases, that his conduct was at least not opposed
to its best interest; and (iii) in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this subsection (b). The
determination of whether the director met the standard of conduct described in
this subsection (b) shall be made in accordance with Section 33-8-550 of the Act
or any successor provision or provisions.
Section 2: Advancement of Expenses.
(a) With respect to any proceeding to which an Indemnified Person is a
party because he is or was a director of the Corporation, the Corporation shall,
to the fullest extent permitted by applicable law, pay for or reimburse the
Indemnified Person's reasonable expenses (including, but not limited to,
attorneys' fees and disbursements, court costs, and expert witness fees)
incurred by the Indemnified Person in advance of final disposition of the
proceeding.
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(b) Without limiting the provisions of Section 2(a) of this Article 6, the
Corporation shall, to the fullest extent permitted by applicable law, pay for or
reimburse the reasonable expenses (including, but not limited to, attorneys'
fees and disbursements, court costs and expert witness fees) incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if: (a) the director furnishes the Corporation a written affirmation
of his good faith belief that he has met the standard of conduct described in
Section 1(b) of this Article 6; (b) the director furnishes the Corporation a
written undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet such standard of conduct;
and (c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under this Article 6. The
Corporation shall expeditiously pay the amount of such expenses to the director
following the director's delivery to the Corporation of a written request for an
advance pursuant to this Section 2 together with a reasonable accounting of such
expenses. The undertaking required by this Section 2 shall be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment. Determinations and
authorizations of payments under this Section 2 shall be made in the manner
specified in Section 33-8-550 of the Act or any successor provision or
provisions.
Section 3: Indemnification of Officers, Employees and Agents. An officer of the
Corporation who is not a director is entitled to the same indemnification rights
which are provided to directors of the Corporation in Section 1 of this Article
6 and the Corporation shall advance expenses to officers of the Corporation who
are not directors to the same extent and in the same manner as to directors as
provided in Section 2 of this Article 6. In addition, the Board of Directors
shall have the power to cause the Corporation to indemnify, hold harmless and
advance expenses to any officer, employee or agent of the Corporation who is not
a director to the fullest extent permitted by public policy, by adopting a
resolution to that effect identifying such officers, employees or agents (by
position and name) and specifying the particular rights provided, which may be
different for each of the persons identified. Any officer entitled to
indemnification pursuant to the first sentence of this Section 3 and any
officer, employee or agent granted indemnification by the Board of Directors in
accordance with the second sentence of this Section 3 shall, to the extent
specified herein or by the Board of Directors, be an "Indemnified Party" for the
purposes of the provisions of this Article 6.
Section 4: Insurance. The Corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee or agent of
the Corporation, or who, while a director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the Corporation would have the power to indemnify him against the
same liability under this Article 6.
Section 5: Nonexclusivity of Rights; Agreements. The rights conferred on any
person by this Article 6 shall neither limit nor be exclusive of any other
rights which such person may have or hereafter acquire under any statute,
agreement, provision of the Articles, these Bylaws, vote of shareholders or
otherwise. The provisions of this Article 6 shall be deemed to constitute an
agreement between the Corporation and each person entitled to indemnification
hereunder. In addition to the rights provided in this Article 6, the Corporation
shall have the power, upon authorization by the Board of Directors, to enter
into an agreement or agreements providing to any person who is or was a
director, officer, employee or agent of the Corporation certain indemnification
rights. Any such agreement between the Corporation and any director, officer,
employee or agent of the Corporation concerning indemnification shall be given
full force and effect, to the fullest extent permitted by applicable law, even
if it provides rights to such director, officer, employee or agent more
favorable than, or in addition to, those rights provided under this Article 6.
Section 6: Continuing Benefits; Successors. The indemnification and advancement
of expenses provided by or granted pursuant to this Article 6 shall, unless
otherwise provided when authorized or ratified, 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. For purposes
of this Article 6, the term "Corporation" shall include any corporation, joint
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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 6 on the same terms and conditions and to the same extent as
this Corporation.
Section 7: Interpretation; Construction. This Article 6 is intended to provide
indemnification to the directors and permit indemnification to the officers of
the Corporation to the fullest extent permitted by applicable law as it may
presently exist or may hereafter be amended and shall be construed in order to
accomplish this result. To the extent that a provision herein prevents a
director or officer from receiving indemnification to the fullest extent
intended, such provision shall be of no effect in such situation. If at any time
the Act is amended so as to permit broader indemnification rights to the
directors and officers of this Corporation, then these Bylaws shall be deemed to
automatically incorporate these broader provisions so that the directors and
officers of the Corporation shall continue to receive the intended
indemnification to the fullest extent permitted by applicable law.
Section 8: Amendment. Any amendment to this Article 6 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 claims, actions, suits or 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 claim, action, suit or
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 6 to the same extent as if such
provisions had continued as part of the Bylaws of the Corporation without such
amendment. This Section 8 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.
Section 9: Severability. Each of the Sections of this Article 6, and each of the
clauses set forth herein, shall be deemed separate and independent, and should
any part 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 6 that is not declared invalid or
unenforceable.
ARTICLE 7. CERTIFICATES AND SHAREHOLDERS
Section 1: Certificates. Certificates in the form determined by the Board of
Directors shall be delivered representing all shares of which shareholders are
entitled. Certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued. At a minimum, each share
certificate must state on its face: (a) the name of the Corporation and that it
is organized under the laws of South Carolina; (b)the name of the person to whom
the certificate is issued; and (c) the number and class of shares and the
designation of the series, if any, the certificate represents. Each share
certificate (a) must be signed (either manually or in facsimile) by at least two
officers, including the president, the secretary, or such other officer or
officers as the Board of Directors shall designate; and (b)may bear the
corporate seal or its facsimile. If the person who signed (either manually or in
facsimile) a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.
Section 2: Issuance of Shares. The Board of Directors may authorize shares to be
issued for consideration consisting of any tangible or intangible property or
benefit to the Corporation, including cash, promissory notes, services
performed, written contracts for services to be performed or other securities of
the Corporation. Before the Corporation issues shares, the Board of Directors
must determine that the consideration received or to be received for shares to
be issued is adequate. That determination by the Board of Directors is
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conclusive insofar as the adequacy of consideration for the issuance of shares
relates to whether the shares are validly issued, fully paid and nonassessable.
When the Corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, the shares issued therefor are fully paid and
nonassessable.
Section 3: 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 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.
Section 4: 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 these Bylaws shall have been complied with.
Section 5: Registration of Transfer. The Corporation shall register the transfer
of a certificate for shares presented to it for transfer if: (a) the certificate
is properly endorsed by the registered owner or by his duly authorized attorney;
(b) the signature of such person has been guaranteed by a commercial bank or
brokerage firm that is a member of the National Association of Securities
Dealers and reasonable assurance is given that such endorsements are effective;
(c) the Corporation has no notice of an adverse claim or has discharged any duty
to inquire into such a claim; (d) any applicable law relating to the collection
of taxes has been complied with; and (e) the transfer is in compliance with
applicable provisions of any transfer restrictions of which the Corporation
shall have notice.
Section 6: Lost, Stolen or Destroyed Certificates. The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate: (a) makes proof in affidavit form that the
certificate has been lost, destroyed or wrongfully taken; (b)requests the
issuance of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of an adverse claim; (c) gives a bond in such form, and with such surety
or sureties, with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation (and its transfer agent and registrar, if any) against
any claim that may be made on account of the alleged loss, destruction or theft
of the certificate; and (d) satisfies any other reasonable requirements imposed
by the Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer or for a new certificate.
Section 7: Restrictions on Shares. The Board of Directors, on behalf of the
Corporation, or the shareholders may impose restrictions on the transfer of
shares (including any security convertible into, or carrying a right to
subscribe for or acquire shares) to the maximum extent permitted by law. A
restriction does not affect shares issued before the restriction was adopted
unless the holders of the shares are parties to the restriction agreement or
voted in favor of the restriction. A restriction on the transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 7 and its existence is noted
conspicuously on the front or back of the certificate.
Section 8: Voting of Stock Held. Unless otherwise provided by resolution of the
Board of Directors, the president or any executive vice president shall from
time to time appoint an attorney or attorneys or agent or agents of this
Corporation, in the name and on behalf of this Corporation, to cast the vote
which this Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose stock or securities may be held by this
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing to any action by any of such other
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corporation, and shall instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper; or, in lieu of such appointment, the president or any
executive vice president may attend in person any meetings of the holders of
stock or other securities of any such other corporation and their vote or
exercise any or all power of this Corporation as the holder of such stock or
other securities of such other corporation.
ARTICLE 8. GENERAL PROVISIONS
Section 1: Distributions. The Board of Directors may authorize, and the
Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by applicable
law and the Articles.
Section 2: Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors.
Section 3: Execution of Documents. The Board of Directors or these Bylaws shall
designate the officers, employees and agents of the Corporation who shall have
the power to execute and deliver deeds, contracts, mortgages, bonds, debentures,
checks and other documents for and in the name of the Corporation, and may
authorize such officers, employees and agents to delegate such power (including
authority to redelegate) to other officers, employees or agents of the
Corporation. Unless so designated or expressly authorized by these Bylaws, no
officer, employee or agent shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.
Section 4: Fiscal Year. The fiscal year of the Corporation shall be the same as
the calendar year.
Section 5: Seal. The Corporation may provide a seal which contains the name of
the Corporation and the name of the state of incorporation. The seal may be used
by impressing it or reproducing a facsimile of it or otherwise.
Section 6: Resignation. A director may resign by delivering written notice to
the Board of Directors, the chairman or the Corporation. Such resignation of a
director is effective when the notice is delivered unless the notice specifies a
later effective date. An officer may resign at any time by delivering notice to
the Corporation. Such resignation of an officer is effective when the notice is
delivered unless the notice specifies a later effective date. If a resignation
of an officer is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.
Section 7: Computation of Days. In computing any period of days prescribed
hereunder the day of the act after which the designated period of days begins to
run is not to be included. The last day of the period so computed is to be
included.
Section 8: Amendment of Bylaws.
(a) Except to the extent required otherwise by law, these Bylaws, or the
Articles of Incorporation, these Bylaws may be altered, amended or repealed or
new Bylaws may be adopted at any meeting of the Board of Directors at which a
quorum is present, by the affirmative vote of a majority of the directors then
in office, provided notice of the proposed alteration, amendment or repeal is
contained in the notice of the meeting.
(b) Except to the extent required otherwise by law, these Bylaws, or the
Articles of Incorporation, these Bylaws may also be altered, amended or repealed
or new Bylaws may be adopted at any meeting of the shareholders at which a
quorum is present or represented by proxy, by the affirmative vote of the
holders of a majority of each class of shares entitled to vote thereon, provided
notice of the proposed alteration, amendment or repeal is contained in the
notice of the meeting.
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(c) Upon adoption of any new bylaw by the shareholders, the shareholders
may provide expressly that the Board of Directors may not adopt, amend or repeal
that bylaw or any bylaw on that subject.
Section 9: Construction. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible: (a) the remainder of
these Bylaws shall be considered valid and operative and (b) effect shall be
given to the intent manifested by the portion held invalid or inoperative.
Section 10: Headings. The headings are for convenience of reference only and
shall not affect in any way the meaning or interpretation of these Bylaws.
The undersigned, as President and Chief Executive Officer of the
Corporation, hereby certifies that the bylaws contained herein are the true and
correct bylaws adopted by the Corporation's board of directors in compliance
with any procedural requirements of the Corporation's Articles of Incorporation
and the laws of the State of South Carolina, and the rules and regulations
promulgated thereunder.
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