B Y L A W S
OF
HENREDON FURNITURE INDUSTRIES INC.
ARTICLE I.
OFFICES:
Section 1. Registered Office: The registered office of the Corporation shall
be located at Henredon Road, Morganton, North Carolina but the
Board of Directors of the Corporation may change the location of
such registered office upon compliance with any provisions of the
law relating thereto.
Section 2. Other Offices: The Corporation may have offices at such other
places, either within or without the State of North Carolina, as
the Board of Directors may from time to time determine, or as the
affairs of the Corporation may require.
ARTICLE II.
MEETINGS OF SHAREHOLDERS:
Section 1. Place of Meetings: All meetings of shareholders shall be held at
the registered office of the Corporation, or at such other place,
either within or without the State of North Carolina, as shall be
designated in the notice of the meeting or agreed on by a majority
of the shareholders entitled to vote thereat.
Section 2. Annual Meetings: The Annual Meeting of Shareholders shall be held
at 10:00 a.m. on the second Thursday in April of each year, if not
a legal holiday, then on the next day following not a legal
holiday, for the purpose of electing directors of the Corporation
and for the transaction of such other business as may be brought
before the meeting. [Amended 4/11/85]
Section 3. Substitute Annual Meeting. A day other than the day designated by
these bylaws for the annual
meeting may be fixed by the Board of Directors for a substitute
annual meeting called in accordance with the provisions of Section
4 of this Article. A meeting so called shall be designated and
treated for all purposes as the annual meeting.
Section 4. Special Meetings: Special meetings of the shareholders may be
called at any time by the President, Secretary, Board of Directors
of the Corporation, or by any shareholder pursuant to the written
request of the holders of not less than one-tenth of all the
shares entitled to vote at the meeting.
Section 5. Notice of Meetings:
(a) Written or printed notice stating the time and place of
the meeting shall be delivered not less than ten nor more than
fifty days before the date thereof, either personally or by mail,
by or at the direction of the President, the Secretary, or other
person calling the meeting, to each shareholder of record entitled
to vote at such meeting.
(b) In the case of an annual or substitute annual meeting,
the notice shall state that such meeting is an annual meeting or
substitute annual meeting, but the notice need not specifically
state the business to be transacted unless specific notice thereof
is expressly required by law.
(c) In the case of a special meeting, the notice of meeting
shall specifically state the purpose or purposes for which the
meeting is called.
(d) In the case of a meeting which is adjourned for 30 days
or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. In the case of a meeting adjourned
for less than 30 days, no notice of the adjourned meeting shall be
necessary except the announcement thereof at the meeting at which
the adjournment is taken.
Section 6. Voting Lists: All provisions of the law in effect from time to
time relating to the preparation and availability of voting lists
of
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shareholders shall be complied with, and the Secretary of the
Corporation shall be the officer of the Corporation charged with
compliance with such provisions of the law.
Section 7. Quorum:
(a) The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at
meetings of shareholders. If there is no quorum at the opening of
a meeting of the shareholders or if there is a quorum but there is
some other reason for adjournment satisfactory to a majority of
the shares voting on the motion to adjourn, such meeting may be
adjourned from time to time by the vote of a majority of the
shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be
transacted at the time originally fixed for the meeting.
(b) The shareholders at a meeting at which a quorum is
present may continued to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
Section 8. Voting of Shares:
(a) Each outstanding share having voting rights shall be
entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
(b) The vote of a majority of the shares voted on any matter
at a meeting of shareholders at which a quorum is present shall be
the act of the shareholders on that matter, unless the vote of a
greater number is required by law or by the charter or bylaws of
this Corporation.
(c) Voting on all matters except the election of directors
shall be by voice vote or by a show of hands unless the holders of
one-tenth of the shares represented at the meeting shall, prior to
the voting on any matter, demand a ballot vote on that particular
matter. The election of directors shall be by ballot.
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ARTICLE III.
DIRECTORS:
Section 1. Number, Term and Qualifications: The number of the Board of
Directors of the Corporation shall be nine. Each director shall
hold office until his death, resignation, retirement, removal,
disqualification, or the election and qualification of his
successor. Directors need not be residents of the State of North
Carolina or shareholders of the Corporation.
Section 2. Election of Directors: Except as provided in Section 6 of this
Article, the directors shall be elected at the annual meeting of
shareholders; and those persons who receive the highest number of
votes shall be deemed to have been elected.
Section 3. Cumulative Voting: Each shareholder entitled to vote at an
election of directors shall not have the right of cumulative
voting except to the extent and in the manner provided by law in
effect at the time of such election.
Section 4. General Powers, Executive Committee:
(a) The Board of Directors shall have the management and
control of the business of the Corporation.
(b) The Board of Directors shall have the power, in their
discretion, to appoint from their number an Executive Committee
consisting of not less than three members, which shall be vested
with the powers of the Board of Directors when it is not in
session, unless the Board of Directors shall restrict the powers
of such Committee, in which event the powers of said Committee
shall be those delegated to it by the Board of Directors. Members
of the Executive Committee shall serve at the pleasure of the
Board of Directors, and the Board of Directors shall have full
power and authority to create said Committee, to discontinue it,
to recreate it, and to reduce and increase the number of its
members at any time and from time to time. The Executive Committee
shall have the power to
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elect its own Chairman and Secretary, and a majority of the
members of the Committee shall constitute a quorum. No notice of a
meeting need be given if a majority of the Committee is present,
but whenever notice is given, a notice of one day given by mail,
by telephone, or by telegraph shall be sufficient. Minutes of
meetings of the Executive Committee shall be kept in the same
manner as minutes of meetings of the Board of Directors
Section 5. Removal: Directors may be removed from office with or without
cause by a vote of shareholders holding a majority of the shares
entitled to vote at an election of directors. However, unless the
entire Board is removed, an individual director may not be removed
if the number of shares voting against the removal would be
sufficient to elect a director if such shares were voted
cumulatively at an annual election. If any directors are so
removed, new directors may be elected at the same meeting.
Section 6. Vacancies: A vacancy occurring in the Board of Directors may be
filled by a majority of the remaining directors, though less than
a quorum or by the sole remaining director if there shall be only
one. If a vacancy in the Board of Directors shall occur, and the
number of directors remaining shall not be less than three, the
vacancy need not be filled until either directors or the
shareholders shall decide to fill such vacancy. The provisions of
this Section are subject to all of the requirements of Section
55-27 of the Business Corporation Act.
Section 7. Compensation: The Board of Directors may compensate directors for
their services as such and may provide for the payment of all
expenses incurred by directors in attending regular and special
meetings of the board.
ARTICLE IV
MEETINGS OF DIRECTORS:
Section 1. Regular Meetings: A regular meeting of the Board of Directors
shall be held immediately
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after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State
of North Carolina, for the holding of additional regular meetings.
Section 2. Special Meetings: Special meetings of the Board Directors may be
called by or at the request of the President or any two directors.
Such meetings may be held either within or without the State of
North Carolina.
Section 3. Notice of Meetings:
(a) Regular meetings of the Board of Directors may be held
without notice.
(b) The person or persons calling a special meeting of the
Board of Directors shall, at least two days before the meeting,
give notice thereof by any usual means of communication. Such
notice need not specify the purpose for with the meeting is
called.
(c) Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called.
Section 4. Quorum: A majority of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors.
Section 5. Manner of Action:
(a) Except as otherwise provided in this Section, the act of
the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
(b) The vote of a majority of the number of directors fixed
by these bylaws shall be required to adopt a resolution
constituting an Executive Committee. The vote of a majority of
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the directors then holding office shall be required to adopt,
amend or repeal a bylaw. Vacancies in the Board of Directors may
be filled as provided in Article III, Section 5, of these bylaws.
Section 6. Action by Directors or Committees pursuant to Section 55-29 of the
North Carolina Business Corporation Act: Action taken by a
majority of the directors or by a majority of the members of a
committee without a meeting shall nevertheless be Board or
committee action if written consent to the action in question is
signed by all the directors or members of the committee, as the
case may be, and filed with the minutes of the proceedings of the
Board or committee, whether done before or after the action so
taken.
ARTICLE V
OFFICERS:
Section 1. Number: The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary, a Treasurer,
and such Assistant Secretaries, Assistant Treasurers and other
officers as the Board of Directors may from time to time elect.
Any two or more offices may be held by the same person, except the
office of President and Secretary.
Section 2. Election and Term: The officers of the Corporation shall be
elected by the Board of Directors. Such elections may be hold at
any regular or special meeting of the Board. Each officer shall
hold office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualifies.
Section 3. Removal: Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board with or without cause; but
such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
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Section 4. President:
(a) The President shall be the principal executive officer of
the Corporation and, subject to the control of the Board of
Directors, shall supervise and control the management of the
Corporation in accordance with these bylaws.
(b) He shall, when present, preside at all meetings of
shareholders. He shall sign, with any other proper officer, any
deeds, mortgages, bonds, contracts, or other instruments which may
be lawfully executed on behalf of the Corporation, except where
required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
delegated by the Board of Directors to some other officer or
agent; and, in general, he shall perform all duties as may be
prescribed by the Board of Directors from time to time.
Section 5. Vice Presidents: The Vice Presidents in the order of their
election, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the President, perform the
duties and exercise the powers of that office. In addition, they
shall perform such other duties and have such other powers as the
Board of Directors shall prescribe.
Section 6. Secretary: The Secretary shall keep accurate records of the acts
and proceedings of all meetings of shareholders and directors. He
shall give all notices required by law and by these bylaws. He
shall have general charge of the corporate books and records and
of the corporate seal, and he shall have authority to affix the
corporate seal to any lawfully executed instrument requiring it.
He shall sign such instruments as may require his signature and in
general shall perform all duties incident to the office of
Secretary and such other duties as may be assigned him from time
to time by the President or by the Board of Directors.
Section 7. Treasurer: The Treasurer shall have charge of all the moneys and
securities belonging to the Corporation. He shall deposit said
property with such bank or banks as the Board of Directors may
designate and in the name of the
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Corporation. He shall keep a record of all receipts and
disbursements, and shall have charge of all the records of the
Corporation relating to its finances. He shall perform such other
duties as are incident to the office of Treasurer, and shall have
such other powers and duties as may be conferred upon him by the
Board of Directors.
Section 8. Assistant Secretaries and Assistant Treasurers: The Assistant
Secretaries and Assistant Treasurers shall in the absence or
disability of the Secretary or the Treasurer, respectively,
perform the duties and exercise the powers of those offices, and
they shall, in general, perform such other duties as shall be
assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.
Section 9. Other Officers: The duties and powers of officers other than those
named in this Article V. shall be prescribed by the Board of
Directors from time to time and recorded in the minutes of the
meetings of the Board.
Section 10. Bonds: The Board of Directors may by resolution require any or all
officers, agents and employees of the Corporation to give bond to
the Corporation, with sufficient sureties, conditioned on the
faithful performance of the duties of their respective offices of
positions, and to comply with such other conditions as may from
time to time be required by the Board of Directors.
ARTICLE VI.
CONTRACTS, LOANS AND DEPOSITS:
Section 1. Contracts: The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute
and deliver any instrument on behalf of the Corporation, and such
authority may be general or confined to specific instances
Section 2. Loans: No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.
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Such authority may be general or confined to specific instances
Section 3. Checks and Drafts: All checks, drafts or other orders for the
payment of money issued in the name of the Corporation shall be
signed by such officer of officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
Corporation in such depositories as the Board of Directors shall
direct.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER:
Section 1. Certificates for Shares: Each shareholder shall be entitled to a
certificate or certificates for the fully paid shares owned by
him, in such form as may be approved from time to time by the
Board of Directors. Each certificate shall be signed by the
President or a Vice president and by the Treasurer or the
Secretary or an Assistant Secretary or an Assistant Treasurer.
Each certificate shall have the seal of the Corporation affixed
thereto, which may be facsimile, engraved, or printed if the
certificate is countersigned by a transfer agent or registered by
a registrar. In case any officer who has signed or whose facsimile
or other signature has been place upon any certificate shall have
ceased to be such officer before such certificate is issued, such
certificate may be issued with the same effect as if he were such
officer at the date of its issue.
Section 2. Transfer of Shares: Transfer of shares shall be made on the stock
transfer books of the Corporation only upon surrender of the
certificates for the shares sought to be transferred by the record
holder thereof or by his duly authorized agent, transferee or
legal representative. All certificates surrendered for transfer
shall be
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cancelled before new certificates for the transferred shares shall
be issued.
Section 3. Closing Transfer Books and Fixing Record Date: For the purpose of
determining shareholders entitled to notice of or vote at any
meeting of shareholders or any adjournment thereof, or entitled
to receive payment of any dividend or to make a determination of
shareholders for any other proper purpose, the Board of Directors
may provide that the stock transfer books may be closed for a
stated period fixed by the Board not to exceed fifty days. If the
stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
ten full days immediately preceding the date of such meeting. In
lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for the determination
of shareholders, such date to be not more than fifty days and, in
case of a meeting of shareholders not less than ten days
immediately preceding the date on which the particular action
requiring such determination of shareholders is to be taken. If
the stock transfer books are not closed and no record date is
fixed for the determination of shareholder entitled to notice of
or to vote at a meeting or to received payment of a dividend, 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 be1 shall be the record date for such
determination of shareholders.
Section 4. Lost Certificates: The Board of Directors may authorize the
issuance of a new share certificate in place of a certificate
claimed to have been lost or destroyed upon such conditions as the
Board of Directors shall fix including, but not limited to, the
receipt of an affidavit of such loss or destruction and a bond
indemnifying the Corporation against loss, but the Board may, by
resolution, authorize the issuance of the new
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certificate without requiring a bond. If any law applicable to
certificates claimed to have been lost or destroyed shall have
other or additional requirements for the issue of a new
certificate, the provisions of such law shall be followed.
ARTICLE VIII.
GENERAL PROVISIONS:
Section 1. Dividends: The Board of Directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law
and by its charter.
Section 2. Seal: The corporate seal of the Corporation shall be circular in
form and have inscribed thereon the name of the Corporation and
such other appropriate legend as may be approved from time to time
by the Board of Directors.
Section 3. Waiver of Notice: Whenever any notice is required to be given to
any shareholder or director under the provisions of any law or
under the provisions of the charter or bylaws of the Corporation,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.
Section 4. Fiscal Year. Unless otherwise ordered by the Board of Directors by
action recorded on the minutes, the fiscal year of the Corporation
shall end on the Saturday nearest to the last day of each calendar
year and the new fiscal year shall begin on the first day
following the last day of the preceding fiscal year. [10/28/83]
Section 5. Amendments: Except as otherwise provided by law or as otherwise
provided herein, these bylaws may be amendrepealed and
amended or new bylaws may be adopted by the affirmative vote of a
majority of the members of the Board of Directors then holding
office at any regular or special meeting of the Board of Directors
or by the affirmative vote of a majority of the shares issued and
outstanding having the right to vote.
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Section 2. Annual Meetings: The annual meeting of shareholders shall be held
at 10:00 o'clock a.m. on the second Friday in July of each year,
if not a legal holiday, but if a legal holiday, then on the next
day following not a legal holiday, for the purpose of electing
directors of the Corporation and for the transaction of such other
business as may be properly brought before the meeting.
ARTICLE III, Section 1 of the bylaws amended by Directors June 9,
1966 to read as follows:
Section 1. Number, Term and Qualifications: The number of the Board of
Directors of the Corporation shall be seven. Each director shall
hold office until his death, resignation, retirement, removal,
disqualification, or the election and qualification of his
successor. Directors need not be residents of the State of North
Carolina or shareholders of the Corporation.
Adopted May 25, 1965
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