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AMENDED AND RESTATED
BY-LAWS
OF
A-1 AUTO PARKING, INC.
ARTICLE ONE
OFFICES
1.1 The address of the registered office of the corporation is 1720
Peachtree Street, N.W., Suite 340, Atlanta, Georgia 30309, and the name of the
registered agent at such address is Harley J. Bell. The principal place of
business of the corporation is 1720 Peachtree Street, N.W., Suite 340, Atlanta,
Georgia 30309.
1.2 The corporation may have other offices at such place or places within
or without the State of Georgia as the Board of Directors may from time to time
designate or the business of the corporation may require or make desirable.
ARTICLE TWO
SHAREHOLDERS MEETINGS
2.1 All meetings of the stockholders shall be held at the principal place
of business of the corporation in the State of Georgia or at such other place
within or without the State of Georgia as may be determined by the Board of
Directors or the President and as shall be designated in the notice of said
meeting.
2.2 The annual meeting of the shareholders shall be held on the first
Tuesday in October of each year beginning with the year 1979, if not a legal
holiday, and, if a legal holiday, on the next day thereafter which is not a
legal holiday, at 10:00 o'clock in the forenoon, local time, at which the
shareholders shall elect by a plurality vote a Board of Directors and transact
such other business as may properly be brought before the meeting. In no event
shall annual meetings of the shareholders be more than 120 days following the
close of the corporation's fiscal year.
2.3 Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute and shall be called by the President or
the Secretary when so directed by the Board of Directors, or at the request in
writing of any two or more directors, or at the request in writing of
shareholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state with reasonable definiteness the purpose or purposes of the proposed
meeting.
2.4 Except as otherwise required by statute or the articles of
incorporation, written notice of each meeting of the shareholders, whether
annual or special, shall be served, either personally or by mail, upon each
shareholder of record entitled to vote at such meeting, not less than ten nor
more than 50 days before such meeting. If mailed, such notice shall be directed
to a shareholder at his post office address last shown on the records of the
corporation. Notice of any
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special meeting of shareholders shall not be required to be given to any
shareholder who, in person or by proxy, either before or after such meeting,
shall waive such notice. Attendance of a shareholder at a meeting, either in
person or by proxy, shall of itself constitute waiver of notice and waiver of
any and all objections to the place of the meeting, the time of the meeting, and
the manner in which it has been called or convened, except when a shareholder
attends a meeting solely for the purpose of stating, at the beginning of the
meeting, any such objection or objections to the transaction of business. Notice
of any adjourned meeting need not be given otherwise than by announcement at the
meeting at which the adjournment is taken.
2.5 The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by law, by the
articles of incorporation, or by these by-laws. If, however, such majority shall
not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which a quorum shall be present in person
or by proxy, any business may be transacted that might have been transacted at
the meeting as originally called.
2.6 At every meeting of the shareholders, including (but without
limitation of the generality of the foregoing language) meetings of shareholders
for the election of directors, any shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be voted after eleven
months from its date, unless said proxy provides for a longer period. Each
shareholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
except as otherwise provided by law, by the articles of incorporation or by
these bylaws.
2.7 Whenever the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of the shareholders may be dispensed with, if all of the shareholders who
would have been entitled to vote upon the action if such meeting were held shall
consent in writing (which consent may be by signature of proxy) to such
corporate action being taken.
ARTICLE THREE
DIRECTORS
3.1 Except as may be otherwise provided by agreement among shareholders,
the property and business of the corporation shall be managed by its Board of
Directors. In addition to the powers and authority by these by-laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, by
agreement among shareholders, by the articles of incorporation or by these
by-laws directed or required to be exercised or done by the shareholders.
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3.2 If there are less than three shareholders, the Board of Directors
shall consist of not less than the number of shareholders; provided, however,
that if there are three or more shareholders, the Board of Directors shall
consist of not less than three nor more than nine members, the precise number to
be fixed by resolution of the shareholders from time to time. Each director
(whether elected at an annual meeting of shareholders or otherwise) shall hold
office until the annual meeting of shareholders held next after his election and
until a qualified successor shall be elected, or until his earlier death,
resignation, incapacity to serve or removal. Directors need not be shareholders.
3.3 If any vacancy shall occur among the directors by reason of death,
resignation, incapacity to serve, increase in the number of directors, or
otherwise, the remaining directors shall continue to act, and such vacancies may
be filled by a majority of the directors then in office, though less than a
quorum, and, if not theretofore filled by action of the directors, may be filled
by the shareholders at any meeting held during the existence of such vacancy.
3.4 Directors may be allowed such compensation and expenses for attendance
at regular or special meetings of the Board of Directors and of any special or
standing committee thereof as may be from time to time determined by resolution
of the Board of Directors.
3.5 Any director may be removed from office, with or without cause, upon
the majority vote of the shareholders, at a meeting with respect to which notice
of such purpose is given.
ARTICLE FOUR
COMMITTEES
4.1 (a) The Board of Directors may by resolution adopted by a majority of
the entire Board, designate an Executive Committee of three or more directors.
Each member of the Executive Committee shall hold office until the first meeting
of the Board of Directors after the annual meeting of shareholders next
following his election and until his successor member of the Executive Committee
is elected, or until his death, resignation or removal, or until he shall cease
to be a director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors which by its
terms is not subject to amendment or repeal by the Executive Committee, and the
Executive Committee shall not have the authority of the Board of Directors with
reference to (1) amending the articles of incorporation or By-laws of the
corporation; (2) adopting a plan of merger or consolidation; (3) the sale,
lease, exchange or other disposition of all or substantially all the property
and assets of the corporation; or (4) a voluntary dissolution of the corporation
or a revocation of any such voluntary dissolution.
(c) The Executive Committee shall meet from time to time on call of
the President or of any two or more members of the Executive Committee. Meetings
of the Executive Committee may be held at such place or places, within or
without the State of Georgia,
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as the Executive Committee shall determine or as may be specified or fixed in
the respective notices or waivers of such meetings. The Executive Committee may
fix its own rules of procedure, including provision for notice of its meetings.
It shall keep a record of its proceedings and shall report these proceedings to
the Board of Directors at the meeting thereof held next after they have been
taken, and all such proceedings shall be subject to revision or alteration by
the Board of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such revision or
alteration.
(d) The Executive Committee shall act by a majority vote of its
members.
(e) The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this Article, may designate one or more directors as alternate
members of any such committee, who may act in the place and stead of any absent
member or members at any meeting of such committee.
4.2 The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate one or more additional committees, each committee to
consist of three or more of the Directors of the corporation, which shall have
such name or names and shall have and may exercise such power of the Board of
Directors, except the powers denied to the Executive Committee as may be
determined from time to time by the Board of Directors.
4.3 The Board of Directors shall have the power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Each newly elected Board of Directors shall meet at the place and time which
shall have been determined, in accordance with the provisions of these by-laws,
for the holding of the regular meeting of the Board of Directors scheduled to be
held next following the annual meeting of the shareholders at which the newly
elected Board of Directors shall have been elected, or, if no place and time
shall have been fixed for the holding of such meeting of the Board of Directors,
then immediately following the close of such annual meeting of shareholders and
at the place thereof, or such newly elected Board of Directors may hold such
meeting at such place and time as shall be fixed by the consent in writing of
all the Directors. In any such case no notice of such meeting to the newly
elected Directors shall be necessary in order legally to constitute the meeting.
5.2 Annual meetings of the Board of Directors may be held without notice
at the same place as and following the annual meeting of the shareholders.
5.3 Special meetings of the Board of Directors may be called at any time
by the President on not less than two days' notice by mail, telegram, cablegram
or personal delivery to each director, and shall be called by the President or
the Secretary in like manner and on like notice on the written request of any
two or more Directors. Any such special meeting shall be
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held at such time and place (within or without the State of Georgia) as shall be
stated in the notice of meeting.
5.4 No notice of any meeting of the Board of Directors need state the
purposes thereof.
5.5 At all meetings of the Board of Directors, the presence of one-third
of the authorized number of Directors, but not less than two Directors, shall be
necessary and sufficient to constitute a quorum for the transaction of business.
The act of a majority of the Directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or by these
By-laws. In the absence of a quorum a majority of the directors present at any
meeting may adjourn the meeting from time to time until a quorum be had. Notice
of any adjourned meeting need only be given by announcement at the meeting at
which the adjournment is taken.
5.6 Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting
if, prior to such action, a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or committee.
ARTICLE SIX
OFFICERS
6.1 The Board of Directors at its first meeting after each annual meeting of
shareholders shall elect the following officers: A President, a Vice President,
a Secretary and a Treasurer. The Board of Directors at any time and from time to
time may appoint such other officers as it shall deem necessary, including one
or more additional Vice Presidents (one of whom may be designated as Executive
Vice President), one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries, who shall hold their offices
for such terms as shall be determined by the Board of Directors and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors or the President.
6.2 Any person may hold any two or more offices, except that no person may
hold both the offices of President and Secretary.
6.3 The salaries of the officers of the corporation shall be fixed by the
Board of Directors, except that the Board of Directors may delegate to the
President the duty to fix the salary of any officer appointed in accordance with
the second sentence of Section 6.1 of these By-laws.
6.4 Each officer of the corporation shall hold office until his successor
is chosen or until his earlier resignation, death or removal, or the termination
of his office. Any officer may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby.
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President
6.5 The President shall be the chief executive officer of the corporation
and shall have general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall be ex officio a member of all standing committees,
unless otherwise provided in the resolution appointing the same. The President
shall call meetings of the shareholders, the Board of Directors and the
Executive Committee to order and shall act as Chairman of such meetings.
Vice Presidents
6.6 The Vice Presidents shall perform such duties as are generally
performed by vice presidents. The Vice Presidents shall perform such other
duties and exercise such other powers as the Board of Directors or the President
shall request or delegate. The Assistant Vice Presidents shall have such powers,
and shall perform such duties, as may be prescribed from time to time by the
Board of Directors or by the President.
Secretary
6.7 The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and minutes of all
proceedings in books to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
any notice required to be given of any meetings of the shareholders and of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or by the President under whose supervision he shall be.
The Assistant Secretary or Assistant Secretaries shall, in the absence or
disability of the Secretary, or at his request, perform his duties and exercise
his powers and authority.
Treasurer
6.8 The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the corporation and shall deposit, or
cause to be deposited, in the name of the corporation, all monies or other
valuable effects, in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the corporation, and in general, he shall perform all the
duties incident to the office of a Treasurer of a corporation, and such other
duties as may be assigned to him by the Board of Directors or by the President.
6.9 In case of the absence of any officer of the corporation, or for any
other reason that the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, any or all of the powers or duties
of such officer or to any Director.
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ARTICLE SEVEN
CAPITAL STOCK
7.1 The interest of each shareholder shall be evidenced by a certificate or
certificates representing shares of stock of the corporation which shall be in
such form as the Board of Directors may from time to time adopt and shall be
numbered and shall be entered in the books of the corporation as they are
issued. Each certificate shall exhibit the holder's name, the number of shares
and class of shares and series, if any, represented thereby, a statement that
the corporation is organized under the laws of the State of Georgia, and the par
value of each share or a statement that the shares are without par value. Each
certificate shall be signed by the President and the Treasurer or the Secretary
and shall be sealed with the seal of the corporation, provided, however, that
where such certificate is signed by a transfer agent, or by a transfer clerk
acting on behalf of the corporation and a registrar, the signature of any such
officer and such seal may be facsimile. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signatures shall have been used thereon had not ceased to be
such officer or officers.
7.2 The corporation shall keep a record of the shareholders of the
corporation which readily shows, in alphabetical order or by alphabetical index,
and by classes or series of stock, if any, the names of the shareholders
entitled to vote, with the address of and the number of shares held by each.
Said record shall be present at all meetings of the shareholders.
7.3 Transfers of stock shall be made on the books of the corporation only
by the person named in the certificate, or by an attorney lawfully constituted
in writing, and upon surrender of the certificate therefor, or in the case of a
certificate alleged to have been lost, stolen or destroyed, upon compliance with
the provisions of Section 7.7 of these By-laws.
7.4 (a) 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 any other proper purpose, the Board of Directors may provide
that stock transfer books shall be closed for a stated period but not to exceed
50 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 days immediately
preceding such meeting.
(b) 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 date to be not more than 50 days and, in
case of a meeting of shareholders, not less than ten days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.
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7.5 The corporation shall be entitled to treat the holder of record of any
share of stock of the corporation as the person entitled to vote such share, to
receive any dividend or other distribution with respect to such share, and for
all other purposes and accordingly shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.
7.6 The Board of Directors may appoint one or more transfer agents and one
or more registrars and may require each stock certificate to bear the signature
or signatures of a transfer agent or a registrar or both.
7.7 Any person claiming a certificate of stock to be lost, stolen or
destroyed shall make an affidavit or affirmation of the fact and in such manner
as the Board of Directors may require and shall if the directors so require,
give the corporation a bond of indemnity in form and amount and with one or more
sureties satisfactory to the Board of Directors, whereupon an appropriate new
certificate may be issued in lieu of the one alleged to have been lost, stolen
or destroyed.
ARTICLE EIGHT
MISCELLANEOUS
Fiscal Year
8.1 The fiscal year of the corporation shall be
Seal
8.2 The corporate seal shall be in such form as the Board of Directors may
from time to time determine.
Annual Statements
8.3 Not later than four months after the close of each fiscal year, and in
any case prior to the next annual meeting of shareholders, the corporation shall
prepare:
(1) A balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and
(2) A profit and loss statement showing the results of its
operations during its fiscal year. Upon written request, the corporation
promptly shall mail to any shareholder of record a copy of the most recent such
balance sheet and profit and loss statement.
Indemnification
8.4 (a) Under the circumstances prescribed in paragraphs (c) and (d) of
this section, the corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding,
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whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he 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 expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. and with of the corporation, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) Under the circumstances prescribed in paragraphs (c) and (d) of
this section, the corporation shall indemnify and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact he is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation, unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the court shall deem proper.
(c) To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Except as provided in paragraph (c) of this section and except
as may be ordered by a court, any indemnification under paragraphs (a) and (b)
of this section shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, if
a quorum of disinterested Directors so directs, by the firm of independent legal
counsel then employed by the corporation, in a written opinion, or (3) by the
affirmative vote of a majority of the shareholders entitled to vote thereon.
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(e) Expenses incurred 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 authorized in this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification may be entitled under any by-law or
resolution approved by the affirmative vote of the holders of a majority of the
shares entitled to vote thereon taken at a meeting the notice of which specified
that such by-law or resolution would be placed before the shareholders, both as
to action by a Director, officer, employee or agent in his official capacity and
as to action in another capacity while holding such office or position, and
shall 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 a person.
(g) The corporation may purchase and maintain insurance on 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 under the provisions of this section.
(h) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or by an insurance carrier
pursuant to insurance maintained by the corporation, the corporation shall, not
later than the next annual meeting of the shareholders, unless such meeting is
held within three months from the date of such payment, and, in any event,
within three months from the date of such payment, send by first class mail to
its shareholders of record at the time entitled to vote for the election of
directors, a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
Disallowed Deductions
8.5 Any payments made to an officer of the corporation such as a 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 by 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 Directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the 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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ARTICLE NINE
NOTICES: WAIVERS OF NOTICE
9.1 Except as otherwise specifically provided in these By-laws, whenever under
the provisions of these By-laws notice is required to be given to any
shareholder, director or officer, it shall not be construed to mean personal
notice, but such notice may be given either by personal notice or by radio,
cable or telegraph, or by mail by depositing the same in the post office or
letter box in a postpaid sealed wrapper, addressed to such shareholder, officer
or director at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus sent
or mailed.
9.2 When any notice whatever is required to be given by law, by the
articles of incorporation or by these Bylaws, a waiver thereof by the person or
persons entitled to said notice given before or after the time stated therein,
in writing, which shall include a waiver given by telegraph, radio, or cable,
shall be deemed equivalent thereto. No notice of any meeting need be given to
any person who shall attend such meeting, except when a shareholder attends a
meeting solely for the purpose of stating at the beginning of the meeting any
objection to the transaction of business, and so states his objection at the
beginning of the meeting.
ARTICLE TEN
EMERGENCY POWERS
10.1 The Board of Directors may adopt emergency by-laws, subject to repeal or
change by action of the shareholders, which shall, notwithstanding any provision
of law, the Articles of Incorporation or these By-laws, be operative in the
conduct of the business of the corporation during any emergency resulting from
an attack on the United States or on a locality in which the corporation
conducts its business or customarily holds meetings of its Board of Directors or
its shareholders, or during any nuclear or atomic disaster, or during the
existence of any catastrophe, or other similar emergency condition, as a result
of which a quorum of the Board of Directors or a standing committee thereof
cannot readily be convened for action. The emergency By-laws may make any
provision that may be practical and necessary for the circumstances of the
emergency.
10.2 The Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.
10.3 The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers to do
so.
10.4 To the extent not inconsistent with any emergency By-laws so adopted,
these By-laws shall remain in effect during any such emergency and upon its
termination the emergency By-laws shall cease to be operative.
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10.5 Unless otherwise provided in emergency By-laws, notice of any meeting
of the Board of Directors during any such emergency may be given only to such of
the directors as it may be feasible to reach at the time, and by such means as
may be feasible at the time, including publication, radio or television.
10.6 To the extent required to constitute a quorum at any meeting of the
Board of Directors during any such emergency, the officers of the corporation
who are present shall, unless otherwise provided in emergency By-laws, be
deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting.
10.7 No officer, Director, agent or employee acting in accordance with any
emergency By-laws shall be liable except for willful misconduct. No officer,
Director, agent or employee shall be liable for any action taken by him in good
faith in such an emergency in furtherance of the ordinary business affairs of
the corporation even though not authorized by the By-laws then in effect.
ARTICLE ELEVEN
AMENDMENTS
11.1 The By-laws of the corporation may be altered or amended and new
By-laws may be adopted by the shareholders at any annual or special meeting of
the shareholders or by the Board of Directors by unanimous written consent or at
any regular or special meeting of the Board of Directors; provided, however,
that, if such action is to be taken at a meeting of the shareholders, notice of
the general nature of the proposed change in the By-laws shall be given in the
notice of the meeting.
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