B Y L A W S
OF
HENREDON TRANSPORTATION COMPANY
ARTICLE I.
OFFICES
Section 1. Registered Office: The registered office of the corporation shall
be at Henredon Road, Morganton, North Carolina 28655.
Section 2. Principal Office: The principal office of the corporation shall be
located at the same address as the registered office or such other
place as may be designated by the Board of Directors.
Section 3. 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 an hour to be fixed by the President on the first Tuesday in
the fourth month after the end of the fiscal year of this
corporation, if not a legal holiday, but if a legal holiday, then
on the next secular day following which is 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.
Section 3. Substitute Annual Meeting. If the annual meeting shall not be held
on the day designated by these bylaws, a substitute meeting may be
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: 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.
In the case of an annual or substitute annual meeting, the notice
of meeting need not specifically state the business to be
transacted thereat unless it is a matter, other than election of
Directors, on which the vote of shareholders is expressly required
by the provisions of the North Carolina Business Corporation Act.
In the case of a special meeting, the notice of meeting shall
specifically state the purpose or purposes for which the meeting
is called.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting. When a meeting is adjourned for less than thirty days in
any one adjournment, it is not necessary to give any notice of the
adjourned meeting other than by announcement at the meeting at
which the adjournment is taken.
Section 6. Voting Lists: At least ten days before each meeting of
shareholders the Secretary of the corporation shall prepare an
alphabetical list of the shareholders entitled to vote at such
meeting, with the address of and number of shares held by each,
which list shall be kept on file at the registered office of the
corporation for a period of then days prior to such meeting, and
shall be subject to inspection by any shareholder at any time
during the usual business hours. This list shall also be produced
and kept open at the time and place of the of meeting and shall be
subject to inspection by any shareholder during the whole time of
the meeting.
Section 7. Quorum: 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 shareholders, 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 which might
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have been transacted at the original meeting. The shareholders at
a meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8. Voting of Shares. Each outstanding share having voting rights
shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders.
Except in the election of Directors the vote of a majority of the
shares voted on any matter at a meeting of shareholders at which a
quorum is a present shall be the act of the shareholders on that
matter, unless the vote of a greater number is required by law. In
the election of Directors those receiving the greatest number of
votes shall be deemed elected even though not receiving a
majority.
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.
Section 9. Informal Action by Shareholders: Any action which may be taken at
a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the persons who would be entitled to vote upon
such action at a meeting, and filed with the Secretary of the
corporation to be kept in the Corporate Minute Book.
Section 10. Proxies: At all meetings of shareholders, shares may be voted
either in person or by one or more agents authorized by a written
proxy executed by the shareholder or his duly authorized
attorney-in-fact. A telegram, cablegram, wireless message or
photogram appearing to have been transmitted by a shareholder, or
a photographic, photostatic or equivalent reproduction of a
writing appointing one or more agents shall be deemed a written
proxy within the meaning of this section.
ARTICLE III.
DIRECTORS
Section 1. General Powers: The business and affairs of the Corporation shall
be managed by the Board of Directors.
Section 2. Number, Term and Qualifications: The number of Directors
constituting the whole Board shall be not more than seven nor less
than three except that if and so long as all of the shares of the
corporation are owned of record by either one
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or two shareholders the number of directors may be fewer than
three but not fewer than the number of such shareholders. The
initial Board of Directors shall consist of three persons. The
authorized number of Directors, within the limits above specified,
shall be determined by the affirmative vote of a majority of the
whole Board given at a regular or special meeting of the Board of
Directors; provided that, if the number so determined is to be
increased, or decreased, notice of the proposed increase or
decrease shall be included in the notice of such meeting, or all
of the Directors at the time in office be present at such meeting,
or those not present at any time waive or have waived notice
thereof in writing; and provided, further, that the number of
Directors which shall constitute the whole Board shall not be less
than three nor shall it be reduced to a number less than the
number of Directors then in office unless such reduction shall
become effective only at and after the next ensuing meeting of
shareholders for the election of Directors. Each Director shall
hold office for a period of one year or until his death,
resignation, retirement, removal, disqualification, and until such
successor is elected and qualifies. Directors need not be
residents of the State of North Carolina or shareholders of the
corporation.
Section 3. Election of Directors: Except as provided in Section 5 of this
Article, the Directors shall be elected at the annual meeting of
shareholders. Election of Directors shall be by written ballot.
Section 4. 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 5. 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; but a vacancy created
by an increase in the authorized number of Directors shall be
filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose. The shareholders may elect a
Director at any time to fill any vacancy not filled by the
Directors.
Section 6. Executive Committee. The Board of Directors shall have the power,
in their discretion, to appoint from their number an Executive
Committee which shall be vested with the
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powers of the Board of Directors when it is 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 as the pleasure of the Board of Directors,
and the Board of Directors shall have the 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
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 ifa majority of the Committee is present, but
whenever notice is given, a notice of one day given mail, by
telephone, or by telegraph shall be sufficient. Minutes of the
meetings of the Executive Committee shall be kept in the same
manner as minutes of meetings of the Board of Directors.
Section 6. Compensation: The Board of Directors may compensate Directors for
their services as such and may provide for the payment of all
expenses incurred by the 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 after, and at the same place as, the
annual meeting of the shareholders. In addition, 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 of Directors may
be called by or at the request of the Chairman, President or any
two Directors. Such meetings may be held within or without the
State of North Carolina.
Section 3. Notice of Meetings: Regular meetings of the Board of Directors may
be held without notice.
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 which the meeting is called.
Attendance by a Director at a meeting shall not constitute a
waiver of notice of such meeting, except where a Director
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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 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 Acting: 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.
Section 6. Informal Action by Directors: Action taken by a majority of the
Directors without a meeting is nevertheless Board action if
written consent to the action in question is signed by all the
Directors and filed with the minutes of the proceedings of the
Board, whether done before or after the action so taken.
Section 7. Meeting by Telephone: Any one or more members of any such
committee may participate in a meeting of the committee by means
of a conference telephone or similar communications device which
allows all persons participating in the meeting to hear each other
and such participation in a meeting shall be deemed presence in
person at such meeting.
ARTICLE V.
OFFICERS
Section 1. Number: The officers of the corporation shall consist of a
President, a Secretary, a Treasurer, and such Vice Presidents,
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 offices of
President and Secretary may not be held by the same person.
Section 2. Election and Term: The officers of the corporation shall be
selected by the Board of Directors. Such elections may be held at
any regular or special meeting of the Board. Each officer shall
hold office for a period of one year or 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: The President, subject to the control of the Board of
Directors, shall supervise and control the management of the
corporation in accordance with these bylaws. He shall preside at
all meetings of shareholders and directors. He shall sign, with
any other proper officer, certificates for shares of the
corporation and 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, the shall perform
such other 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 a correct record of all the
proceedings of the meetings of the shareholders and Directors. He
shall attend to the giving of notices, have custody of the
corporate seal, and affix it to all instruments required to be
executed under seal as authorized by the Board of Directors. He
shall perform such other duties as are incident to the office of
Secretary, and shall have such other powers and duties as may be
conferred upon him 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 keep a record of
all receipts and disbursements, and shall have charge of all
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 Treasurers: The Assistant Secretaries
and Assistant Treasurers shall, in the absence or disability of
the Secretary or 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 of the Treasurer, respectively, or by the President or
the Board of Directors.
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Section 9. Bonds: The Board of Directors may be 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 or
positions, and to comply with such other conditions as may from
time to time be required by the Board of Directors.
ARTICLE VI.
INDEMNIFICATION
Section 1. Expenses and Liabilities: The corporation shall have the power to
indemnify any present or former Director, officer, employee, or
agent or any person who has served or is serving in such capacity
at the request of the corporation in any other corporation,
partnership, joint venture, trust or enterprise with respect to
any liability or litigation expenses incurred by any such person
to the extent and upon the terms and conditions provided by law.
Section 2. Advance Payment of Expenses: Expenses incurred by a Director,
officer, employee, or agent in defending a civil or criminal
action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific
case upon receipt of an undertaking by or on behalf of the
Director, officer, employee, or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be
indemnified by the corporation as provided by law.
Section 3. Insurance: The corporation shall have the power to purchase and
maintain insurance on the behalf of any person who is or was a
Director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a Director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.
ARTICLE VII.
CONTRACTS, CHECKS 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.
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Section 2. 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 or 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 3. Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
corporation in such depositories as the Board of Directors shall
direct.
ARTICLE VIII.
CERTIFICATES FOR SHARES AND TRANSFER THEREOF
Section 1. Certificates Shares: Certificates representing shares of the
corporation shall be issued, in such form as the Board of
Directors shall determine, to every shareholder for the fully paid
shares owned by him. These certificates shall be signed by the
President or any Vice President, and the Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer. They shall be
consecutively numbered or otherwise identified; and the name and
address of the persons to whom they are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the corporation.
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 canceled 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 to vote at any
meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a
determination of shareholders for nay other proper purpose, the
Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case,
fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice or to vote
at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding 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 any
such determination of shareholders, such record date in
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any case to be not more than fifty days and, in case of a meeting
of shareholders, hot 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 shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled
to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may
be, 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 certificate in place of a certificate claimed to
have been lost or destroyed, upon receipt of an affidavit of such
fact from the person claiming the loss or destruction. When
authorizing such issuance of a new certificate, the Board may
require the claimant to give the corporation a bond in said sum as
it may direct to indemnify the corporation against loss from any
claim with respect to the certificate claimed to have been lost or
destroyed; or the Board may, by resolution reciting that the
circumstances justify such action, authorize the issuance of a new
certificate without requiring such a bond.
ARTICLE IX.
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 seal shall be in the form of a circle with the name of
the corporation and N. C. on the circumference and the word "SEAL"
in the center as shown by the impress of the corporate seal on the
margin of this section of the bylaws.
Section 3. Waiver of Notice: Whenever any notice is required to be given to
any shareholder or Director under the provisions of the North
Carolina Business Corporation Act or under the provisions of the
charter or bylaws of this 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 in the minutes, the fiscal year
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of the corporation shall be the 52 or 53 week year ending Saturday
closest to March 31.
Section 5. Amendments: Except as otherwise provided herein, these bylaws may
be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the Directors then holding
office at any regular or meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a bylaw: (1)
requiring more than a majority of the voting shares for a quorum
at a meeting of shareholders or more than a majority of the votes
cast to constitute action of the shareholders, except where higher
percentages are required by law; or (2) providing for the
management of the corporation other than by the Board of Directors
or a committee thereof.
No bylaw adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors.
No alteration, amendment or rescission of a bylaw shall be voted
upon unless notice thereof has been given in the notice of the
meeting or unless all of the Directors of the corporation execute
a written waiver of notice stating that action upon the bylaws is
to be taken at the meeting, and the original of such waiver shall
be recorded in the Minute Book.
Section 6. Reimbursement of Excess Compensation: Any payments made to an
officer of the corporation such as salary, commission, bonus,
interest or rent or entertainment expense incurred by him which
shall be disallowed in whole or in part as a deductible expense
for the Internal Revenue Service shall be reimbursed by such
officer to the corporation to the full extent of such
disallowance. It shall be the duty of the Board of Directors as a
Board to enforce payment of such amount disallowed. In lieu of
payment of the officer, subject to the determination of the Board
of Directors, proportionate amounts may be withheld from his
future compensation payments until the amount owed to the
corporation has been recovered.
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