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Exhibit 3.8
BYLAWS, AS AMENDED
OF
CULLYSPRING WATER CO., INC.
ARTICLE I
Meeting of Shareholders
Section 1. The annual meeting of the shareholders shall be held in the
registered office of the corporation on the ____ day of _______________ of each
year.
Section 2. Special meetings of shareholders may be held at the principal
office, or at any other convenient place, upon the call of the Board of
Directors or President, after notice of time, place, and purpose of such meeting
shall be delivered to the Secretary of the corporation at least five (5) days
prior to the time so appointed, or at any time when all the shareholders are
present in person or by proxy and consent thereto; or may be held by consent and
agreement, as provided by statute.
Section 3. Any adjournment or adjournments of any annual or special
meeting may be taken without any notice being given but any meeting at which
Directors are to be elected shall be adjourned for no longer than one (1) week
intervals until such Directors have been elected.
Section 4. The presence in person or by proxy of a majority of the voting
power of all shareholders shall constitute a quorum for the transaction of
business at a shareholders' meeting.
ARTICLE II
Board of Directors
Section 1. The business of the corporation shall be managed by a board of
not less than one (1) nor more than nine (9) Directors, the specific number for
any year to be fixed by the shareholders at the annual meeting, or at any other
meeting held for the purpose of electing a Director or directors provided,
however, during any period in which, as exists at the adoption of these Bylaws,
there exists fewer than three (3) shareholders the number of directors shall be
equal to the number of shareholders. Each Director shall be elected to serve for
a period of three (3) years, from March 15 of the year elected until March 14
three (3) years hence; and until their successors are elected and shall qualify.
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Section 2. Vacancies in the Board of directors shall be filled by the
remaining members of the Board, and each person so elected shall be a Director
until his successor is elected by the shareholders, who may make such election
at the next annual meeting of the shareholders, or at any special meeting duly
called for that purpose and held prior thereto.
Section 3. The annual meeting of Directors at which the other officers of
the corporation shall be elected shall be held at the registered office of the
corporation immediately following the final adjournment of the annual
shareholders' meeting.
Section 4. Meetings of the Board of Directors other than the annual
meeting of Directors may be held at such place whether in this State or
elsewhere, as a majority of the Directors may from time to time appoint.
Section 5. A meeting of the Board of Directors may be called by the
President or Secretary of the corporation at any time, and may be held after the
giving of sufficient notice to each Director to enable him to attend; or may be
held by consent and agreement, as provided by statute.
ARTICLE III
Officers
Section 1. The officers of this corporation shall be a President, a
Vice-President, a Secretary, and a Treasurer, who shall be elected by the Board
of Directors at the annual meeting of the board, to serve for a period of one
(1) year from he 15th day of March to the 14th day of March of the following
year and until their successors are elected and have qualified. Vacancies in any
office may be filled by the Board of Directors at any meeting.
Section 2. The President shall preside at all Directors' and shareholders'
meetings, shall have general management of the affairs of the corporation,,
shall sign all stock certificates and written consents of the corporation, shall
appoint and discharge all agents and employees, subject always to the approval
of the Board of Directors, to remove or discharge the same, and shall perform
all such other duties as are incident to his office or as may be required of him
by the Board of Directors, and shall have the right to create and appoint an
executive committee for specific duties and powers, subject to the right of the
Board of Directors to change or approve the same.
Section 3. The Vice President shall, in the absence or incapacity of the
President, perform the duties of that office.
Section 4. The Secretary of the corporation shall keep the minutes of all
Directors' and shareholders' meetings. He shall attend to the giving and serving
of all notices of the corporation, shall be custodian of the corporate seal,
shall attest with his signature and impress
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with the corporate seal all stock certificates and written contracts of the
corporation, and shall perform all other duties as are incident to his office or
may be required of him by the Board of Directors.
Section 5. The Treasurer shall keep regular books of account and shall
permit them, together with all of his other records and papers, to the Board of
Directors at any meeting when required to so do. He shall, if required to do so
by the Board of Directors, give such bond for the faithful performance of his
duties as the Board may determine, and shall perform all such other duties as
are incident to his office or as may be required by the Board of Directors.
Section 6. In addition to the foregoing officers, the Board of Directors
may, from time to time, elect such other officers as they may see fit, with such
duties as the Board may deem proper.
ARTICLE IV
Stock
Section 1. Certificates of stock, when the shares represented thereby have
been fully paid for, shall be issued to each shareholder, evidencing the number
of shares of stock held by him, and the same shall be signed by the President or
Vice President and the Secretary, and the corporate seal shall be affixed
thereto.
Section 2. Transfers of stock shall be made only in the books of the
corporation, and the old certificate properly endorsed shall be surrendered and
canceled before a new certificate is issued. The Board of Directors may fix a
time not exceeding twenty (2o) days preceding the date of any meeting of
shareholders or the date fixed for the payment of any dividend or distribution
as a record date for the determination of the shareholders entitled to notice of
and to vote at any such meeting or entitled to receive payment of any such
dividend or allotment or rights, and in such case only the shareholder of record
on the date so fixed shall be entitled to notice of and to vote at such meeting,
or to receive payment of such dividend or to the allotment of rights and
notwithstanding any transfer if any shares on the books of the corporation after
any record date fixed as aforesaid, the Board of Directors may close the books
of the corporation against transfers of shares during the whole or any part of
such period.
Section 3. In the event of the loss or destruction of a certificate of
stock, a new certificate shall be issued in lieu thereof upon satisfactory proof
of the Secretary of such loss or destruction, and upon the giving of security by
bond or otherwise, satisfactory to the Secretary, against loss to the
corporation. Any such new certificates shall be plainly marked "duplicate" upon
its face.
Section 4. The person in whose names the certificates of stock stand upon
the books of the corporation shall be the only ones entitled to notice of
shareholders' meetings, and such persons or their duly authorized proxies shall
be the only ones entitled to vote at any shareholders' meeting.
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Section 5. Shares of stock shall not be sold, assigned, transferred or
encumbered by any shareholder to any person or corporation unless the same shall
first have been offered for sale to this corporation, said offer to the
corporation shall be made in writing, setting forth the asking price by the
offering shareholder, and the terms of sale, and the corporation shall have
thirty (30) days in which to accept or reject the said offer, in writing; and a
failure to act within said thirty (30) days shall constitute a rejection of the
offer. If the offer be rejected by the corporation, and the offering shareholder
shall thereafter offer said shares at a price or on terms other than those
offered to the corporation, the shares so offered shall again be offered to the
corporation on the new terms, to be accepted or rejected as hereinabove set
forth.
Section 6. In the event the corporation shall be unable or unwilling to
purchase shares of stock so offered, the stock shall then be offered to the
remaining shareholders, with the remaining shareholders or any of them, to have
the right to buy the stock offered in proportion to their stockholdings at the
time of offer. The remaining shareholders, or any of them, shall have thirty
(30) days in which to accept or reject said offer, in writing; and the failure
to act within said thirty (30) day period shall constitute a rejection of the
offer. In the event both the corporation and the remaining shareholder or
shareholders shall fail or refuse to purchase stock so offered then the stock
may be offered to any other person or persons, partnership, corporation, or
other business entity. If the shares be so offered to any other person or
persons, partnership, corporation, or other business entity under terms
different from the terms upon which the stock was offered to the remaining
shareholder or shareholders of the corporation, the shares so offered shall
again be offered to the remaining shareholders of the corporation upon the new
terms and conditions to be accepted or rejected as hereinabove set forth.
ARTICLE V
Amendments
Section 1. These Bylaws may be amended by the shareholders of the
corporation at any annual meeting, or at any special meeting properly called for
that purpose at which a quorum is present, by the affirmative vote of a majority
of the outstanding shares actually present and represented in person or by
proxy.
Section 2. There Bylaws may be amended by the Board of Directors at any
annual meeting or at any special meeting properly called for that purpose at
which a quorum is present by the affirmative vote of a majority of the Directors
present, subject to the power of shareholders to change or repeal such Bylaws.
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ARTICLE VI
Seal
Section 1. The corporation may by resolution adopt a corporate seal.
ARTICLE VII
Fiscal Year
Section 1. The fiscal year of the corporation shall begin on the 1st day
of January, of each year and terminate on the 31st day of December of each year.
RATIFIED AND APPROVED this ____ day of _______________, 1983.
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STEFFEN HAUG
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MARGARET HAUG
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