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Exhibit 3.2
BYLAWS
BR HOLDING, INC.
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ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such place, either
within or without the State of Georgia, on such date and at such time as the
Board of Directors by resolution may provide. The Board of Directors may specify
by resolution prior to any special meeting of shareholders held within the year
that such meeting shall be in lieu of the annual meeting.
Section 2. Special Meeting. Special meetings of the shareholders may be
called at any time by the Board of Directors, by the Chairman of the Board, by
the President, or by the holders of at least twenty-five percent (25%) of the
outstanding common stock of the Corporation entitled to vote on any issue
proposed to be considered at such meeting if such holders sign, date, and
deliver to the Secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held and specifying the time of
the proposed meeting. Such meetings shall be held either within or without the
State of Georgia at the place and time stated in the notice of the meeting.
Business transacted at any special meeting of the shareholders shall be limited
to the purposes stated in the notice of such special meeting.
Section 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the date, time, and place of the meeting, and the purpose
or purposes of any special meeting, shall be mailed to each shareholder entitled
to vote at such meeting at the address shown on the books of the Corporation not
less than ten (10) nor more than sixty (60) days prior to such meeting unless
such shareholder waives notice of the meeting. A shareholder shall have waived
notice of a meeting if he or she: (1) executes a waiver of notice, in person or
by proxy, either before or after the meeting, or (2) attends the meeting in
person or by proxy and does not object at the beginning of the meeting to the
holding of the meeting or the transacting of business at the meeting. Neither
the business transacted at, nor the purpose of, any meeting need be stated in
the waiver of notice of such meeting, except that, with respect to a waiver of
notice of a meeting at which is considered an amendment to the Articles of
Incorporation, a plan of merger or share exchange, a sale of all of
substantially all the Corporation's assets, or any other action that would
entitle shareholders of the Corporation to dissent pursuant to the Georgia
Business Corporation Code, information as required by the Georgia Business
Corporation Code must be delivered to the shareholder prior to his execution of
the waiver of notice, or the waiver itself must expressly waive the right to
such information.
Notice of any meeting may be given by the President, the Secretary or by
any other person authorized by the Board of Directors to give notice of such
meeting. Unless the Board of Directors chooses or is required to fix a new
record date, no notice need be given
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of the date, time, and place of reconvening of any adjourned meeting if the
date, time, and place to which the meeting is adjourned are announced at the
meeting prior to adjournment.
Section 4. List of Shareholders. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at a meeting of shareholders or any
adjournment thereof, arranged in alphabetical order by voting groups, and within
each voting group, by class or series of shares, with the address of and the
number of shares held by each shareholder shown. Such list shall be available
for inspection by any shareholder, his or her agent or attorney at the time and
place of the meeting. Refusal or failure to prepare or make available such list
of shareholders shall not affect the validity of action taken at the meeting.
Section 5. Quorum; Required Shareholder Vote. A quorum for action on a
matter at any annual or special meeting of shareholders shall exist as to a
particular voting group when the holders of a majority of the votes entitled to
be cast on that matter by that voting group are represented, either in person or
by proxy, at such meeting. If a quorum is present, the vote of the majority of
the votes cast on the matter shall be the act of the shareholders, unless a
greater vote is required by law, by the Articles of Incorporation, or by these
Bylaws, and except in the election of directors, for which a plurality of the
votes cast shall be the act of the shareholders. Once a share is represented for
any purpose at a meeting other than solely to object to holding the meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.
Section 6. Proxies. A shareholder may vote either in person or by a proxy
appointed pursuant to an appointment of proxy that such shareholder has duly
executed in writing. No appointment of proxy shall be valid after eleven (11)
months from the date of its execution unless a longer period is expressly
provided in the appointment. No proxy shall be used to vote at a meeting of the
shareholders unless it has been filed with the Secretary of the meeting when
required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by two (2) inspectors of election who shall
be appointed by the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting.
Section 7. Action of Shareholders Without Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if those shareholders who, at such meeting, would be entitled to vote
shares having voting power of at least the minimum number (or numbers in the
case of voting by groups) of votes that would be necessary to authorize or take
the action at a meeting at which all the shareholders entitled to vote were
present and voted execute one or more written consents setting forth the action
or actions so taken and such written consents are delivered to the Corporation
for inclusion in the minutes of the shareholders or filing with the corporate
records; provided, however, that, with respect to any action for which the
Corporation would
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have otherwise been required to send the shareholders materials along with and
in addition to the notice of the meeting at which such action would be voted on,
including, but not limited to, materials relating to dissenters' rights, the
Corporation must deliver such materials to the consenting shareholders prior to
their execution of the consent, or the consent must expressly waive the right to
receive such materials. Furthermore, if an action is taken by the shareholders
without a meeting, then the Corporation shall deliver to each of the
shareholders who would otherwise have been entitled to vote on the action, but
who did not participate in taking the action, written notice of the action and
any materials that would have otherwise been required to be sent to the
shareholders along with and in addition to a notice of a meeting at which such
action would be voted on, including, but not limited to, materials relating to
dissenter's rights. A written consent of the shareholders shall have the same
force and effect as an affirmative vote of the shareholders at a meeting and may
be described as such in any document.
ARTICLE II
DIRECTORS
Section 1. Power of Directors. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, the Board of Directors, subject to any
restrictions imposed by law, by the Articles of Incorporation, by a provision in
these Bylaws if approved by the Shareholders, or by any agreement among the
shareholders that is otherwise lawful. A director shall discharge his duties as
a director, including his duties as a member of any committee of the Board of
Directors, in a manner that such director believes in good faith to be in the
best interests of the Corporation and with the care an ordinarily prudent person
in a like position would exercise under similar circumstances. In discharging
his duties, a director is entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, if prepared
or presented by: (i) one or more officers or employees of the Corporation whom
the director reasonably believes to be reliable and competent in the matters
presented; (ii) legal counsel, public accountants, investment bankers, or other
persons as to matters the director reasonably believes are within the person's
professional or expert competence ; or (iii) a committee of the Board of
Directors of which such directors is not a member if such director reasonably
believes the committee merits confidence; provided, however, that a director is
not entitled to rely on any of the foregoing if such director has knowledge
concerning the matter in question that makes reliance otherwise permitted by
this Bylaw provision unwarranted. Nothing contained in this Bylaw provision is
intended to impose upon any director any standard of care greater than that now
or hereafter provided by applicable law.
Section 2. Compensation of the Board. The Board of Directors of the
Corporation shall consist of between three (3) and seven (7) natural persons of
the age of eighteen (18) years or over. The exact number of directors within the
specified minimum and maximum shall be fixed by resolution of the Board of
Directors from time to time, but no decrease in the number of directors shall
shorten the term of any incumbent director.
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Directors need not be residents of the State of Georgia or shareholders of the
Corporation. At each annual meeting, the shareholders shall elect the directors,
who shall serve until their successors are elected and qualified, or until such
directors' earlier resignation, removal from office, or death. At any
shareholders' meeting with respect to which notice of such purpose has been
given, the entire Board of Directors or any individual director may be removed,
with or without cause, by the affirmative vote of a majority of the votes cast
on the matter.
Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice.
The annual meeting of the Board of Directors for the purpose of electing
officers and transacting such other business as may be brought before the
meeting shall be held each year immediately following the annual meeting of
shareholders. The Board of Directors may by resolution provide for the time and
place of other regular meetings, and no notice of such regular meetings need by
given. Special meetings of the Board of Directors may be called by the
President, by the Chairman of the Board, or by any two (2) directors, and
written notice of the date, time, and place of such meetings shall be given to
each director by first class mail, overnight courier or by telephone, telecopy,
or in person at least one (1) day before the meeting. A director shall have
waived notice of a meeting if he or she: (1) executes a written waiver of notice
either before or after the meeting and delivers such waiver to the Corporation
for inclusion in the minutes of the Board of Directors or filing with the
corporate records, or (2) attends the meeting and does not object at the
beginning of the meeting or promptly upon his or her arrival at the meeting to
the holding of the meeting or the transacting of business at the meeting and
does not afterward vote for or assent to any action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board of Directors need be stated in the notice or waiver of notice of such
meeting. Any meeting may be held at any place within or without the State of
Georgia.
Section 4. Quorum; Vote Requirement. A majority of the directors currently
serving shall constitute a quorum for the transaction of business any any
meeting. When a quorum is present, the vote of a majority of the directors
present and voting shall be the act of the Board of Directors, unless a greater
vote is required by law, by the Articles of Incorporation, or by these Bylaws. A
majority of the directors present, whether or not a quorum is present, may
adjourn any meeting.
Section 5. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all of the members of the Board or
committee execute one or more written consents setting forth the action so
taken, and such written consents are delivered to the Corporation for filing
with the corporate records or for inclusion in the minutes of the proceedings of
the Board or committee meeting. Such consents shall have the same force and
effect as a unanimous affirmative vote of the Board of Directors or committee
members at a meeting, as the case may be, and may be described as such in any
document.
Section 6. Vacancies. Any vacancy occurring on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the shareholders, by the remaining directors, or if the remaining
directors constitute less than
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a quorum, by the affirmative vote of a majority of the remaining directors. A
director elected to fill a vacancy shall serve for the unexpired term of his
predecessor in office, or if such vacancy occurs by reason of an amendment to
these Bylaws increasing the number of directors, until the next election of
directors by the shareholders and the election and qualification of the
successor.
Section 7. Committees. The Board of Directors may create one or more serve
on them. Each committee may have one or more members. Each committee shall be
authorized to exercise such powers of the Board of Directors as the Board of
Directors may specify, except that in no event shall a committee have the power
to (i) approve or propose to the shareholders any action required by law to be
approved by the shareholders; (ii) fill vacancies on the Board of Directors or
any committee; (iii) amend the Articles of Incorporation; (iv) adopt, amend or
repeal bylaws; or (v) approve a plan of merger not requiring shareholder
approval. The provisions of these Bylaws and of the Georgia Business Corporation
Code that govern meetings of the Board of Directors, action without meetings,
notice and waiver of notice, and quorum and voting requirements of the Board of
Directors shall apply to all such committees and their members as well. All such
committees shall keep regular minutes of the transactions of their meetings and
shall cause them to be recorded in the corporate minutes of the Corporation. The
designation of any such committee and the delegation of authority thereto shall
not relieve the Board of Directors or any member thereof of any responsibility
imposed by law.
Section 8. Telephone Conference Meetings. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or committee by means of
telephone conference or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 8 shall constitute presence in person at such
meeting.
Section 9. Registering Dissent. A director who is present at a meeting of
the Board of Directors or any committee at which action on a corporate matter is
taken shall be presumed to have assented to such action unless such director's
dissent is entered in the minutes of the meeting, or unless such director files
a written dissent to such action with the person acting as the secretary of the
meeting, before the adjournment thereof, or forwards such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. This right to dissent shall not apply to a director who voted in
favor of any such action.
Section 10. Remuneration. The directors may be paid their expenses of
attendance of each meeting of the Board of Directors and may also be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as a director, as determined from time to time by resolution of the Board
of Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
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therefor. Members of committees may be allowed like reimbursement and
compensation for attending committee meetings.
Section 11. Conflicting Interest Transactions. In furtherance and not
limitation of the provisions of the Georgia Business Corporation Code, the fact
that a director or an officer of the Corporation had a direct or indirect
interest in a corporate transaction is not grounds for either invalidating the
transaction or imposing liability on any director or officer, although the
failure to take advantage of the safe harbor provisions of the Georgia Business
Corporation Code relating to interested director and officer transactions may
cause the burden of proving the transaction's fairness to be placed on the
person asserting the validity of such transaction.
Section 12. Distribution to Shareholders. Except as now or hereafter
permitted by law or the Articles of Incorporation of the Corporation, the
Corporation may not make any distribution to its shareholders after giving it
effect either: (a) the Corporation would not be able to pay its debts as they
become due in the usual course of business; or (b) the Corporation's total
assets would be less than the sum of its total liabilities plus (unless the
Articles of Incorporation permit otherwise) the amount that would be needed, if
the Corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution. The Board of Directors
may base a determination that a distribution is not prohibited either on
financial statements prepared on the basis of accounting practices and
principles that are reasonable in the circumstances or on a fair valuation or
other method that is reasonable in the circumstances. The effect of a
distribution shall be determined (i) in the case of a purchase, redemption, or
other acquisition of the Corporation's shares, as of the earlier of the date
money or other property is transferred or debt incurred by the Corporation or
the date the shareholder ceases to be a shareholder with respect to the acquired
shares, (ii) in the case of any other distribution of indebtedness, as of the
date the indebtedness is distributed, and (iii) in all other cases, as of the
date the distribution is authorized if payment occurs within one hundred twenty
(120) days after the date of authorization or the date the payment is made if it
occurs more than one hundred twenty (120) days after the date of authorization.
ARTICLE III
OFFICERS
Section 1. Executive Structure of the Corporation. The officers of the
Corporation shall be elected by the Board of Directors and shall include a
President, a Secretary, a Treasurer and such other officers or assistant
officers, including a Chairman of the Board or one or more Vice Presidents, as
may be elected by the Board of Directors. Each officer shall hold office for the
term for which such officer has been elected or appointed and until such
officer's successor has been elected or appointed and has qualified, or until
such officer's earlier resignation, removal from office, or death. Any two or
more offices may be held by the same person.
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Section 2. President. The President shall be the chief executive officer
of the Corporation and shall give general supervision and direction to the
affairs of the Corporation, subject to the direction of the Board of Directors,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. The President shall preside at all meetings of the
shareholders and, unless there is a Chairman of the Board, at all meetings of
the Board of Directors. The President shall execute in the name of and on behalf
of the Corporation, and may affix or cause the seal to be affixed to, all
instruments requiring such execution, except to the extent the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
act in accordance with the directions of the President and shall preside at all
meetings of the Board of Directors.
Section 4. Vice President. Any Vice Presidents shall act under the
direction of the President, and in the absence or disability of the President or
if the office of the President is vacant, shall perform the duties of the
President, and shall perform such other duties and have such other powers as the
President or the Board of Directors may prescribe. The Board of Directors may
designate one or more executive Vice Presidents or may otherwise specify the
order of seniority of the Vice Presidents. The duties and powers of the
President shall descend to the Vice Presidents in such specified order of
seniority.
Section 5. Secretary. The Secretary shall act under the direction of the
President and shall attend all meetings of the shareholders and of the Board of
Directors and keep the minutes of such proceedings. The Secretary shall perform
like duties for committees when required. The Secretary shall authenticate
records of the Corporation and shall have custody of and attest the seal of the
Corporation.
Section 6. Assistant Secretaries. Any Assistant Secretary shall act under
the direction of the President in the order of their seniority and shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.
Section 7. Treasurer. The Treasurer shall act under the direction of the
President. Subject to the direction of the President, the Treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements and books belonging to the Corporation,
and shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the President or the Board of Directors, taking proper vouchers
for such disbursements, and shall render the President and the Board of
Directors, at its regular meetings and when the President or the Board of
Directors otherwise requires, an account of all transactions performed by the
Treasurer and of the financial condition of the Corporation.
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Section 8. Assistant Treasurer. Any Assistant Treasurers, in the order of
their seniority, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer.
Section 9. Other Duties and Authority. Each officer, employee, and agent
of the Corporation shall have such other duties and authority as may be
conferred upon such Officer, employee, or agent by the Board of Directors or
delegated to such officer, employee, or agent by the President.
Section 10. Removal of Officers. Any officer may be removed at any time by
the Board of Directors, with or without cause, and such vacancy may be filled by
the Board of Directors. This provision shall not prevent the making of a
contract of employment for a definite term with any officer and shall have no
effect upon any cause of action any officer may have as a result of such
officer's removal in breach of a contract of employment.
Section 11. Compensation. The salaries of the officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.
Section 12. Inability to Serve. In the case of absence or inability to act
of any officer of the Corporation and of any person herein authorized to act in
the place of such duties of such officer to any other officer, director, or
person whom it may select.
Section 13. Resignation. Any officer may resign at any time by delivering
written notice to the President, the Chairman of the Board, or the Board of
Directors, or by giving oral notice at any meeting of the Board of Directors.
Any such resignation shall take effect at the time specified therein, or if the
time is not specified, upon delivery thereof, and unless otherwise specified
therein, the acceptance of such resignations shall not be necessary to make it
effective.
ARTICLE IV
STOCK
Section 1. Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates in such form as may be approved by the
Board of Directors; provided that each such certificate when issued shall state
on its face at a minimum the following: (1) the name of the Corporation and that
it is organized under Georgia law, (2) the number and class of shares and the
designation of the series, if any, the certificate represents, and (3) the name
of the person to whom the certificate is issued. No share certificate that was
valid when issued shall cease to be valid by reason of any changes in the
information stated on the share certificate. Stock certificates of the
Corporation, when issued, shall be signed by the President or a Vice President
and the Secretary or an Assistant Secretary of the Corporation. If a certificate
is signed by a transfer agent other than the
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Corporation or its employee, the signatures of the officers of the Corporation
may be facsimiles. In case any officer or by a registrar other than the
Corporation or its employee who has signed or whose facsimile signature has been
placed upon a certificate shall cease to be such officer before such certificate
is issued, such certificate may be issued with the same effect as though the
person had not ceased to be such officer. The seal of the Corporation or a
facsimile thereof may, but need not, be affixed to the certificate of stock. No
share certificate shall be issued until the consideration for the shares
represented thereby has been received by the Corporation.
Section 2. Transfer of Stock; Lost Certificates. In addition to any other
restrictions that may be imposed by law, the Articles of Incorporation, or these
Bylaws, or that may otherwise be validly imposed, shares of stock of the
Corporation shall be transferred only on the books of the Corporation upon
surrender to the Corporation of the certificate or certificates representing the
shares to be transferred accompanied by an assignment in writing of such shares
to be transferred accompanied by an assignment in writing of such shares
properly executed by the shareholder of record or such shareholder's duly
authorized attorney-in-fact and with all taxes on the transfer having been paid.
The Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "Canceled" and filed with the permanent stock
records of the Corporation.
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates previously issued by the
Corporation that are alleged to have been lost, stolen, mutilated, or destroyed
upon the receipt of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen, mutilated or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to issuance
thereof, require the owner of such lost, stolen, mutilated, or destroyed
certificate or certificates or the owner's legal representative to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate or
certificates alleged to be lost, stolen, mutilated, or destroyed.
The Board of Directors may make such additional rules concerning the
issuance, transfer, and registration of stock and requirements regarding the
establishment of lost, destroyed, or wrongfully taken stock certificates as it
deems appropriate.
Section 3. Registered Shareholders. The Corporation may deem and treat the
holder of record of any stock as the absolute owner for all purposes, including
voting and distributions, and shall not be required to take any notice of any
right or claim of right of any other person except for any rights that a
beneficial owner of any stock may have to inspect the records of the Corporation
pursuant to the Georgia Business Corporation Code. The Board of Directors may
adopt by resolution a procedure by which the beneficial owner of shares that are
registered in the name of a nominee is recognized by the Corporation as the
shareholder. The extent of this recognition may be determined in the procedure.
The
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procedure may set forth: (i) the types of nominees to which it applies; (ii) the
rights or privileges that the Corporation recognizes in a beneficial owner;
(iii) the manner in which the procedure is selected by the nominee; (iv) the
information that must be provided when the procedure is selected; (v) the period
for which selection of the procedure is effective; and (vi) other aspects of the
rights and duties created.
Section 4. Record Date. For the purpose of determining shareholders
entitled to notice of or entitled to vote at any meeting of shareholders, or
shareholders entitled to receive any distribution, or in order to make a
determination of shareholders for any other purpose, the Board of Directors of
the Corporation may fix in advance a date as the record date for any such
determination, such date not to be more than seventy (70) days prior to the
meeting date or the date of the action requiring a determination of
shareholders; provided that if not otherwise fixed by the Board of Directors,
the record date for determining shareholders entitled to take action without a
meeting is the date the first shareholder signs the consent to such action. A
determination of shareholders entitled to notice of or to vote at any meeting of
shareholders is effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it must do if the meeting is adjourned
to a date more than one hundred twenty (120) days after the date fixed for the
original meeting.
ARTICLE V
DEPOSITIONS, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Corporation shall be deposited
in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from time to time designate and shall
be drawn out on checks, drafts, or other orders signed on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time designate.
Section 2. Contracts and Deeds. All contracts, deeds, and other
instruments shall be signed in the name of and on behalf of the Corporation by
the President or by such other officer, officers, agent, or agents as the Board
of Directors may from time to time authorize. Such authority may be general or
confined to specific instances.
Section 3. Seal. The seal of the Corporation shall be in such form as the
Board of Directors may from time to time authorize. If no form of the seal is
authorized, then the seal of the Corporation shall consist of two concentric
circles, in between which shall be printed the name of the Corporation and the
year of incorporation and in the center of which shall be printed the word
"SEAL."
If the seal is affixed to a document, the signature of the Secretary or an
Assistant Secretary shall attest the seal. The seal and its attestation may be
lithographed or otherwise printed on any document and shall have, to the extent
permitted by law, the same force and effect as if it had been affixed and
attested manually. The failure to use the seal on any instrument or document
shall not affect the validity thereof.
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ARTICLE VI
INDEMNITY
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, whether civil,
criminal, administrative or investigative, formal or informal (including any
action by or in the right of the Corporation), by reason of the fact that such
person 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, shall be indemnified by the Corporation against expenses
(including reasonable attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in a manner he believed in
good faith to be in or not opposed to the best interest of the Corporation (and
with respect to any criminal action or proceeding, if such person had no
reasonable cause to believe such person's conduct was unlawful), to the maximum
extent permitted by, and in the manner provided by, the Georgia Business
Corporation Code. Nothing contained in this Article VI shall in any way limit or
otherwise affect the indemnification provided for in the Articles of
Incorporation of the Corporation or in any contract to which the Corporation is
a party.
ARTICLE VII
AMENDMENT OF BYLAWS
Except as otherwise provided for herein, by the Articles of Incorporation,
or by law, the Board of Directors and the shareholders shall each have the power
to alter, amend, or repeal the Bylaws or adopt new bylaws. The shareholders may
prescribe that any bylaw or bylaws adopted by them shall not be altered,
amended, or repealed by the Board of Directors. Except as otherwise provided for
herein, by the Articles of Incorporation, or by law, action by the directors
with respect to the Bylaws shall be taken by an affirmative vote of a majority
of all of the directors then in office, and action by the shareholders with
respect to the Bylaws shall be taken by an affirmative vote of a majority of all
shares cast of each voting group entitled to vote thereon.
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