Exhibit 3.13
BYLAWS
OF
PHOTO CORPORATION OF AMERICA
Article I
OFFICES
Section 1.1 Principal Office. The principal office of the corporation shall
be located at such place as the Board of Directors may fix from time to time.
Section 1.2 Registered Office. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
Section 1.3 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 designate or as the affairs of the corporation may require from
time to time.
Article II
MEETINGS OF SHAREHOLDERS
Section 2.1 Place of Meetings. All meetings of shareholders shall be held
at the principal office of the corporation, or at such other place, either
within or without the State of North Carolina, as shall in each case be (i)
fixed by the President, the Secretary or the Board of Directors and designated
in the notice of the meeting or (ii) agreed upon by a majority of the
shareholders entitled to vote at the meeting.
Section 2.2 Annual Meetings. The annual meeting of shareholders shall be
held in June or July of each year on any day (except Saturday, Sunday or a legal
holiday) in that month as determined by the Board of Directors.
Section 2.3 Substitute Annual Meeting. If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in
i
accordance with the provisions of Section 2.4. A meeting so called shall be
designated and treated for all purposes as the annual meeting.
Section 2.4 Special Meetings. Special meetings of the shareholders may be
called at any time by the President, the Secretary, or the Board of Directors,
and shall be called pursuant to the written request of the holders of not less
than one-tenth of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.
Section 2.5 Notice of Meetings. Written notice stating the date, time and
place of the meeting shall be given not less than ten nor more than sixty days
before the date of any shareholders' meeting, either by personal delivery, or by
telegraph, teletype, or other form of wire or wireless communication, or by
facsimile transmission or by mail or private carrier, by or at the direction of
the Board of Directors, the President, the Secretary, or other person calling
the meeting, to each shareholder entitled to vote at such meeting; provided that
such notice must be given to all shareholders, with respect to any meeting at
which a merger or share exchange is to be considered and in such other instances
as required by law. If mailed, such notice shall be deemed to be effective when
deposited in the United States mail, correctly addressed to the shareholder at
the shareholder's address as it appears on the current record of shareholders of
the corporation, with postage thereon prepaid.
In the case of a special meeting, the notice of meeting shall include a
description of the purpose or purposes for which the meeting is called; but, in
the case of an annual or substitute annual meeting, the notice of meeting need
not include a description of the purpose or purposes for which the meeting is
called unless such a description is required by the provisions of the North
Carolina Business Corporation Act.
When a meeting is adjourned to a different date, time or place,
notice need not be given of the new date, time or place if the new date, time or
place is announced at the meeting before adjournment and if a new record date is
not fixed for the adjourned meeting; but if a new record date is fixed for the
adjourned meeting (which must be done if the new date is more than 120 days
after the date of the original meeting), notice of the adjourned meeting must be
given as provided in this section to persons who are shareholders as of the new
record date.
Section 2.6 Waiver of Notice. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance, in person or by
proxy, at a meeting (a) waives objection to lack of notice or defective notice
of the meeting, unless the shareholder or his proxy at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and (b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder or his proxy objects to considering the matter before it
is voted upon.
Section 2.7 Shareholders' List. Before each meeting of shareholders, the
Secretary of the corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and within each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the corporation, or at a place
identified in the meeting notice in the city where the meeting
will be held, for the period beginning two business days after notice of the
meeting is given and continuing through the meeting, and shall be available for
inspection by any shareholder, his agent or attorney, at any time during regular
business hours. The list shall also be available at the meeting and shall be
subject to inspection by any shareholder, his agent or attorney, at any time
during the meeting or any adjournment thereof.
Section 2.8 Voting Group. All shares of one or more classes or series that
under the articles of incorporation or the North Carolina Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
articles of incorporation or the North Carolina Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the articles of incorporation or specifically required
by law.
Section 2.9 Quorum. Shares entitled to vote as a separate voting group may
take action on a matter at the meeting only if a quorum of those shares exists.
A majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a 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.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes
cast on the motion to adjourn; and, subject to the provisions of Section 2.5, at
any adjourned meeting any business may be transacted that might have been
transacted at the original meeting if a quorum exists with respect to the matter
proposed.
Section 2.10 Proxies. Shares may be voted either in person or by one or
more proxies authorized by a written appointment of proxy signed by the
shareholder or by his duly authorized attorney in fact. An appointment of proxy
is valid for eleven months from the date of its execution, unless a different
period is expressly provided in the appointment form.
Section 2.11 Voting of Shares. Subject to the provisions of the articles of
incorporation, each outstanding share shall entitled to one vote on each matter
voted on at a meeting of shareholders.
Except in the election of directors as governed by the provisions
of Section 3.3, if a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless a greater vote is required by law or
the articles of incorporation or these bylaws.
Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in which the corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.
Section 2.12 Informal Action by Shareholders. Any action that is required
or permitted to be taken at a meeting of the shareholders may be taken without a
meeting if
one or more written consents, describing the action so taken, shall be signed by
all the shareholders who would be entitled to vote upon such action at a
meeting, and delivered to the corporation for inclusion in the minutes or filing
with the corporate records.
If the corporation is required by law to give notice to nonvoting
shareholders of action to be taken by unanimous written consent of the voting
shareholders, then the corporation shall give the nonvoting shareholders, if
any, written notice of the proposed action at least ten days before the action
is taken.
Article III
BOARD OF DIRECTORS
Section 3.1 General Powers. 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.
Section 3.2 Number and Qualifications. The number of directors constituting
the Board of Directors shall be not less than one (1) nor more than fifteen (15)
as may be fixed or changed from time to time, within the minimum and maximum, by
the shareholders or by the Board of Directors. Directors need not be residents
of the State of North Carolina or shareholders of the corporation.
Section 3.3 Election. Except as provided in Section 3.6, the directors
shall be elected at the annual meeting of shareholders. Those persons who
receive the highest number of votes at a meeting at which a quorum is present
shall be deemed to have been elected.
Section 3.4 Term of Directors. Each initial director shall hold office
until the first shareholders' meeting at which directors are elected, or until
such director's death, resignation or removal. The term of every other director
shall expire at the next annual
shareholders' meeting following the director's election or upon such director's
death, resignation or removal. The term of a director elected to fill a vacancy
expires at the next shareholders' meeting at which directors are elected. A
decrease in the number of directors does not shorten an incumbent director's
term. Despite the expiration of a director's term, such director shall continue
to serve until a successor shall be elected and qualifies or until there is a
decrease in the number of directors.
Section 3.5 Removal. Any director may be removed at any time with or
without cause by a vote of the shareholders if the number of votes cast to
remove such director exceeds the number of votes cast not to remove him. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. A director may not
be removed by the shareholders at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director. If any directors are so removed, new directors may be elected a
the same meeting.
Section 3.6 Vacancies. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from the failure by shareholders to elect the full authorized
number of directors, may be filled by the shareholders or by the Board of
Directors, whichever group shall act first. If the directors remaining in office
do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors. If the vacant office
was held by a director elected by a voting group, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.
Section 3.7 Chairman of Board. There may be a Chairman of the Board of
Directors elected by the directors from their at any meeting of the Board. The
Chairman shall preside at all meetings of the Board of Directors and perform
such other duties as may be directed by the Board.
Section 3.8 Compensation. The Board of Directors may provide for the
compensation of directors for their services as such and for the payment or
reimbursement of any or all expenses incurred by them in connection with such
services.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 4.1 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
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.
Section 4.2 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, by the
President or by any director. Such a meeting may be held either within or
without the State of North Carolina, as fixed by the person or persons calling
the meeting.
Section 4.3 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 or
cause to be given notice thereof by any usual means of communication. Such
notice need not specify the purpose for which the meeting is called. Any duly
convened regular or special meeting may be adjourned by the directors to a later
time without further notice.
Section 4.4 Waiver of Notice. Any director may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by the
director entitled to the notice and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. A director's attendance at
or participation in a meeting waives any required notice of such meeting unless
the director at the beginning of the meeting, or promptly upon arrival, objects
to holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
Section 4.5 Quorum. Unless the articles of incorporation or these bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, or if no number is so fixed, a majority of
directors in office immediately before the meeting begins shall constitute a
quorum.
Section 4.6 Manner of Acting. Except as otherwise provided in the articles
of incorporation or these bylaws, including Section 4.9, the affirmative vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 4.7 Presumption of Assent. A director who is present at a meeting
of the Board of Directors or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the action taken unless
(a) he objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or to transacting business at the meeting, or (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(c) he files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the corporation
immediately after
the adjournment of the meeting. Such right of dissent or abstention is not
available to a director who votes in favor of the action taken.
Section 4.8 Action Without Meeting. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.
Section 4.9 Committees of the Board. The Board of Directors may create an
Executive Committee and other committees of the Board and appoint members of the
Board of Directors to serve on them. The creation of a committee of the Board
and appointment of members to it must approved by the greater of (a) a majority
of the number of directors in office when the action is taken or (b) the number
of directors required to take action pursuant to Section 4.6. Each committee of
the Board must have two or more members and, to the extent authorized by law and
specified by the Board of Directors, shall have and may exercise all of the
authority of the Board of Directors in the management of the corporation. Each
committee member serves at the pleasure of the Board of Directors. The
provisions in these bylaws governing meetings, action without meetings, notice
and waiver of notice, and quorum and voting requirements of the Board of
Directors apply to committees of the Board established under this section.
ARTICLE V
OFFICERS
Section 5.1 Officers of the Corporation. 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 may from time
to time be
appointed by or under the authority of the Board of Directors. Any two or more
offices may be held by the same person, but no office may act in more than one
capacity where action of two or more officers is required.
Section 5.2 Appointment and Term. The officers of the corporation shall be
appointed by the Board of Directors or by a duly appointed officer authorized by
the Board of Directors to appoint one or more officers or assistant officers.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification or his successor shall have been appointed.
Section 5.3 Compensation of Officers. The compensation of all officers of
the corporation shall be fixed by or under the authority of the Board of
Directors, and no officer shall serve the corporation in any other capacity and
receive compensation therefor unless such additional compensation shall be duly
authorized. The appointment of an officer does not itself create contract
rights.
Section 5.4 Removal. Any officer may be removed by the Board at any time
with or without cause; but such removal shall not itself affect the officer's
contract rights, if any, with the corporation.
Section 5.5 Resignation. An officer may resign at any time by
communicating his resignation to the corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date. An office's resignation does not affect the
corporation's contract rights, if any, with the officer.
Section 5.6 Bonds. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.
Section 5.7 President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders. He shall sign, with the Secretary, an Assistant Secretary, or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed, and in general he shall perform, all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 5.8 Vice-Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice-Presidents in the
order of their length of service as such, unless otherwise determined by the
Board of Directors, shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation; and shall perform,
such other duties as from time to time may be prescribed by the President or
Board of Directors.
Section 5.9 Secretary. The Secretary shall: (a) keep the minutes of the
meetings of shareholders, of the Board of Directors and of all committees in one
or more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (c)
maintain and authenticate the records of the corporation and be custodian of the
sea! of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) sign with the President, or a Vice-President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (e) maintain and have
general charge of the stock transfer books of the corporation; (f) prepare or
cause to be prepared shareholder lists prior to each meeting of shareholders as
required by law; (g) attest the signature or certify the incumbency or signature
of any officer of the corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be prescribed by the President or by the Board of Directors.
Section 5.10 Assistant Secretaries. In the absence of the Secretary or in
the event of his death, inability or refusal to act, the Assistant Secretaries
in the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Secretary. They shall perform such other duties as may be
prescribed by the Secretary, by the President or by the Board
of Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the corporation.
Section 5.11 Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section
6.4 of these bylaws; (b) maintain appropriate accounting records as required by
law; (c) prepare, or cause to be prepared, annual financial statements of the
corporation that include a balance sheet as of the end of the fiscal year and an
income and cash flow statement for that year, which statements, or a written
notice of their availability, shall be mailed to each shareholder within 120
days after the end of such fiscal year; and (d) in general perform all of the
duties incident to the office or and such other duties as from time to time may
be prescribed the President or by the Board of Directors.
Section 5.12 Assistant Treasurers. In the absence of the Treasurer or in
the event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as such, unless otherwise determined by the
Board of Directors, shall perform the duties of the Treasurer, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Treasurer. They shall perform such other duties as may be prescribed by the
Treasurer, by the President or by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 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
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 6.2 Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
Section 6.3 Checks and Drafts. All checks, drafts or other orders for the
payment of money, issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by the Board of Directors.
Section 6.4 Deposits. All funds of the corporation, not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as may be selected by or under the authority of the Board of
Directors.
ARTICLE VII
SHARES AND THEIR TRANSFER
Section 7.1 Certificates for Shares. The Board of Directors may authorize
the issuance of some call of the shares of the corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates, the certificates shall be in such form as required by law and
as determined by the Board of Directors. Certificates shall be signed, either
manually or in facsimile, by the President or a Vice- President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All
certificates for shares shall be consecutively numbered or otherwise identified
and entered into the stock transfer books of the corporation. When shares are
represented by certificates, the corporation shall issue and deliver to each
shareholder to whom such shares have been issued or transferred, certificates
representing the shares owned by him. When shares are not represented by
certificates, then within a reasonable time after the issuance or transfer of
such shares, the corporation shall send the shareholder to whom such shares have
been issued or transferred a written statement of the information required by
law to be on certificates.
Section 7.2 Stock Transfer Books. The corporation shall keep a book or set
of books, to be known as the stock transfer books of the corporation, containing
the name of each shareholder of record, together with such shareholder's address
and the number and class or series of shares held by him. Transfers of shares of
the corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his attorney
authorized to effect such transfer by power of attorney duly executed and filed
with the Secretary, and on surrender for cancellation of the certificate for
such shares (if the shares are represented by certificates).
Section 7.3 Lost Certificate. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate to have been lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum and with such
surety or other security as the Board may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate claimed
to have been lost or destroyed, except where the Board of Directors by
resolution finds that in the judgment of the directors the circumstances justify
omission of a bond.
Section 7.4 Fixing Record Date. The Board of Directors may fix a future
date as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. Such record date may not be more
than seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
If no record date is fixed by the Board of Directors for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
the close of business on the day before the first notice of the meeting is
delivered to shareholders shall be the record date for such determination of
shareholders.
The Board of Directors may fix a date as the record date for determining
shareholders entitled to a distribution or share dividend. If no record date is
fixed by the Board of Directors for such determination, it is the date the Board
of Directors authorizes the distribution or share dividend.
Section 7.5 Holder of Record. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares.
Section 7.6 Shares Held by Nominees. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes if the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (i) the name, address and taxpayer identification number of the
nominee, (ii) the name, address and taxpayer identification number of the
beneficial owner, (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial owner shall be recognized as
the shareholder, and (iv) the purposes for which the beneficial owner shall be
recognized as the shareholder.
The purposes for which the corporation shall recognize the
beneficial owner as the shareholder may include the following: (i) receiving
notice of, voting at and otherwise participating in shareholders', meetings;
(ii) executing consents with respect to the shares; (iii) exercising dissenters'
rights under Article 13 of the Business Corporation Act; (iv) receiving
distributions and share dividends with respect to the shares; (v) exercising
inspection rights; (vi) receiving reports, financial statements, proxy
statements and other communications from the corporation; (vii) making any
demand upon the corporation required or permitted by law; and (viii) exercising
any other rights or receiving any other benefits of a shareholder with respect
to the shares.
The certificate shall be effective ten (10) business days after its
receipt by the corporation and until it is changed by the nominee, unless the
certificate specifies a later effective time or an earlier termination date.
If the certificate affects less than all of the shares registered
in the name of the nominee, the corporation may require the shares affected by
the certificate to be registered separately on the books of the corporation and
to be represented by a share certificate that bears a conspicuous legend stating
that there is a nominee certificate in effect with respect to the shares
represented by that share certificate.
ARTICLE VIII
INDEMNIFICATION
Any person who at any time serves or has served as a director of
the corporation, or who, while serving as a director of the corporation, serves
or has served, at the request of the corporation, as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the corporation
to the fullest extent permitted by law against (a) reasonable expenses,
including attorneys' fees, incurred by him in connection with any threatened,
pending or completed civil, criminal, administrative, investigative or
arbitrative action, suit or proceeding (and any appeal therein), whether or not
brought by or on behalf of the corporation, seeking to hold him liable by reason
of the fact that he is or was acting in such capacity, and (b) reasonable
payments made by him in satisfaction of any judgment, money decree, fine
(including an excise tax assessed with respect to an employee benefit plan),
penalty or settlement for which he may have become liable in any such action,
suit or proceeding.
The Board of Directors of the corporation shall take all such
action as may be necessary and appropriate to authorize the corporation to pay
the indemnification required by this bylaw, including without limitation, making
a determination that
indemnification is permissible in the circumstances and a good faith evaluation
of the manner in which the claimant for indemnity acted and of the reasonable
amount of indemnity due him. The Board of Directors may appoint a committee or
special counsel to make such determination and evaluation. To the extent needed,
the Board shall give notice to, and obtain approval by, the shareholders of the
corporation for any decision to indemnify.
Any person who at any time after the adoption of this bylaw serves
or has served in the aforesaid capacity for or on behalf of the corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of provided herein. Such right shall inure of the
legal representative of any such person and shall not be exclusive of any other
rights to which such person may be entitled apart from the provision of this
bylaw.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1 Distributions. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.
Section 9.2 Seal. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed or affixed on the
margin hereof, is hereby adopted as the corporate seal of the corporation.
Section 9.3 Fiscal Year. The fiscal year of the corporation shall be fixed
by the Board of Directors.
Section 9.4 Amendments. Except as otherwise provided in the articles of
incorporation or by law, these bylaws may be amended or repealed and new bylaws
may be adopted by the Board of Directors.
No bylaw adopted, amended or repealed by the shareholders shall be
readopted, amended or repealed by the Board of Directors, unless the articles of
incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular bylaw or the bylaws
generally.
Section 9.5 Definitions. Unless the context otherwise requires, terms used
in these bylaws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.