EXHIBIT 3.2
BYLAWS
OF
OVERNITE CORPORATION
ARTICLE I.
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Meetings of Shareholders.
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1.1 Places of Meetings. All meetings of the shareholders shall be held at
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such place, either within or without the State of Virginia, as from time to time
may be fixed by the Board of Directors.
1.2 Annual Meetings. The annual meeting of the shareholders, for the
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election of Directors and transaction of such other business as may come before
the meeting, shall be held in each year on the third Thursday in April, or such
other date as may be fixed by the Board of Directors.
1.3 Special Meetings. A special meeting of the shareholders for any purpose
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or purposes may be called at any time by the Chairman of the Board, the
President or by a majority of the Board of Directors. At a special meeting no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.
1.4 Notice of Meetings. Written or printed notice stating the place, day and
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hour of every meeting of the shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be mailed not fewer
than ten nor more than sixty days before the date of the meeting to each
shareholder of record entitled to vote at such meeting, at his or her address
which appears in the share transfer books of the Corporation.
1.5 Quorum. Any number of shareholders together holding at least a majority
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of the outstanding shares of each voting group entitled to vote with respect to
the business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum of such voting group
for the transaction of business. If less than a quorum of a voting group shall
be in attendance at the time for which a meeting of such voting group shall have
been called, with respect to that voting group the meeting may be adjourned from
time to time by a majority of the shares of such voting group present or
represented by proxy without notice other than by announcement at the meeting.
1.6 Voting. At any meeting of the shareholders each shareholder of a class
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entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his or her name on the books of the Corporation on the
date, not more than seventy days prior to such meeting, fixed by the Board of
Directors as the record date for the purpose of determining shareholders
entitled to vote. Every proxy shall be in writing, dated and signed by the
shareholder entitled to vote or his or her duly authorized attorney-in-fact.
1.7 Inspectors. An appropriate number of inspectors for any meeting of
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shareholders may be appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots, and will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.
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1.8 Advance Notice of Nominations and Shareholder Business.
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(a) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of the shareholders (1)
pursuant to the Corporation's notice of meeting, (2) by or at the direction
of the Board of Directors or (3) by any shareholder of the Corporation who
was a shareholder of record at the time of delivery of the notice provided
for in this Section 1.8, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 1.8.
(b) For any nomination of a Director or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (3) of
paragraph (a) of this Section, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal office of the Corporation not fewer than sixty days nor more than
ninety days prior to the first anniversary of the preceding year's annual
meeting (not less than sixty days nor more than ninety days prior to April
15, 1999 in the case of the Corporation's first annual meeting); provided,
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however, if the date of the annual meeting is advanced by more than thirty
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days or delayed by more than sixty days from such anniversary date, notice
by the shareholder to be timely must be so delivered not earlier than the
ninetieth day prior to such annual meeting and not later than the close of
business on the later of the sixtieth day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is
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first made. Such shareholder's notice shall set forth (1) as to each person
whom the shareholder proposes to nominate for election or reelection as a
Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected; (2) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (3) as to the shareholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
that are owned beneficially and of record by such shareholder and such
beneficial owner.
(c) Notwithstanding anything in the second sentence of paragraph (b) of this
Section 1.8 to the contrary, in the event that the number of Directors to
be elected by the Board of Directors of the Corporation is increased and
there is no public announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by the
Corporation at least seventy days prior to the first anniversary of the
preceding year's annual meeting, a shareholders' notice required by this
Section 1.8 shall also be considered timely, but
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only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal office
of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.
(d) Only such persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible to serve as Directors and only such
business shall be conducted at an annual meeting as is proposed in
accordance with the procedures set forth in these Bylaws. The chairman of
the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in these Bylaws and, if any
proposed nomination or business is not in compliance with these Bylaws, to
declare that such defective proposed business or nomination shall be
disregarded.
(e) For purposes of these Bylaws, "public announcement" shall mean disclosure
in a press release issued by the Corporation or in a mailing to the
Corporation's shareholders.
(f) Notwithstanding the foregoing provisions of this Section 1.8, a shareholder
also shall comply with all applicable requirements of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth
in this Section 1.8. Nothing in this Section 1.8 shall affect any rights
of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE II.
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Directors.
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2.1 General Powers. The property, affairs and business of the Corporation
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shall be managed under the direction of the Board of Directors, and, except as
otherwise expressly provided by law, the Articles of Incorporation or these
Bylaws, all of the powers of the Corporation shall be vested in such Board.
2.2 Number of Directors. The number of Directors constituting the Board of
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Directors shall be four.
2.3 Election and Removal of Directors; Quorum.
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(a) Directors shall be elected at each annual meeting of shareholders to
succeed those Directors whose terms have expired and to fill any vacancies
then existing.
(b) Directors shall hold their offices until their terms have expired
and until their successors are elected.
(c) Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the majority of the remaining Directors though less than a
quorum of the Board, and the term of office of any Director so elected shall
expire at the next shareholders' meeting at which directors are elected.
(d) A majority of the number of Directors prescribed in these Bylaws
shall constitute a quorum for the transaction of business. The act of a majority
of Directors present at
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a meeting at which a quorum is present shall be the act of the Board of
Directors. Less than a quorum may adjourn any meeting.
2.4 Meetings of Directors. An annual meeting of the Board of Directors shall
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be held as soon as practicable after the adjournment of the annual meeting of
shareholders at such place as the Board may designate. Other meetings of the
Board of Directors shall be held at places within or without the State of
Virginia and at times fixed by resolution of the Board, or upon call of the
Chairman of the Board, the President or any two of the Directors. The Secretary
or officer performing the Secretary's duties shall give not less than twenty-
four hours' notice by letter, telegraph, facsimile, telephone or in person of
all meetings of the Board of Directors, provided that notice need not be given
of the annual meeting or of regular meetings held at times and places fixed by
resolution of the Board. Meetings may be held at any time without notice if all
of the Directors are present, or if those not present waive notice in writing
either before or after the meeting. The notice of meetings of the Board need
not state the purpose of the meeting.
2.5 Compensation. By resolution of the Board, Directors may be allowed a fee
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and expenses for attendance at all meetings, but nothing herein shall preclude
Directors from serving the Corporation in other capacities and receiving
compensation for such other services.
2.6 Eligibility for Service as a Director. No person who shall have attained
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the age of 70 years shall be eligible for election as a Director of the
Corporation. Any person elected a Director prior to age 70 shall retire from
the Board upon attaining that age, provided that any
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person serving as a Director on the date of the adoption of this Bylaw shall be
entitled to serve out his term regardless of age.
ARTICLE III.
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Committees.
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3.1 Executive Committee. The Board of Directors, by resolution adopted by a
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majority of the number of Directors fixed by these Bylaws, may elect an
Executive Committee which shall consist of not fewer than two Directors,
including the President. When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the Board of Directors by
law, by the Articles of Incorporation, or by these Bylaws, provided that the
Executive Committee shall not have power to (i) approve or recommend to
shareholders action that the Virginia Stock Corporation Act requires to be
approved by shareholders; (ii) fill vacancies on the Board or on any of its
committees; (iii) amend the Articles of Incorporation pursuant to (S) 13.1-706
of the Virginia Code; (iv) adopt, amend, or repeal the Bylaws; (v) approve a
plan of merger not requiring shareholder approval; (vi) authorize or approve a
distribution, except according to a general formula or method prescribed by the
Board of Directors; or (vii) authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, other than within
limits specifically prescribed by the Board of Directors. The Executive
Committee shall report at the next regular or special meeting of the Board of
Directors all action that the
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Executive Committee may have taken on behalf of the Board since the last regular
or special meeting of the Board of Directors.
3.2 Audit Committee. The Board of Directors, by resolution adopted by a
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majority of the number of Directors fixed by these Bylaws, shall designate an
Audit Committee which shall consist of two or more Directors, none of whom shall
be an employee of the Corporation or any of its subsidiaries. The Committee
shall keep minutes of its meetings and all action taken shall be reported to the
Board of Directors. The Audit Committee shall (a) recommend the firm to be
employed as the Corporation's external auditor and review the proposed discharge
of any such firm; (b) review the external auditor's compensation, the proposed
terms of its engagement and its independence; (c) review the appointment and
replacement of the senior internal-auditing executive, if any; (d) serve as a
channel of communication between the external auditor and the Board of Directors
and between the senior internal-auditing executive, if any, and the Board; (e)
review the results of each external audit of the Corporation, the report of the
audit, any related management letter, management's responses to recommendations
made by the external auditor in connection with the audit, reports of the
internal auditing department that are material to the Corporation as a whole and
management's responses to such reports; (f) review the Corporation's annual
financial statements, any certification, report, opinion or review rendered by
the external auditor in connection with those financial statements, and any
significant disputes between management and the external auditor that arose in
connection with the preparation of those financial statements; (g) consider, in
consultation with the external auditor and the senior
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internal-auditing executive, if any, the adequacy of the Corporation's internal
financial controls; and (h) consider major changes and other major questions of
choice respecting the appropriate auditing and accounting principles and
practices to be used in preparation of the Corporation's financial statements.
3.3 Compensation Committee. The Board of Directors, by resolution adopted by
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a majority of the number of Directors fixed by these Bylaws, shall designate a
Compensation Committee which shall consist of two or more directors, none of
whom are employees of the Corporation or any of its subsidiaries. The
Compensation Committee shall meet at least annually or as necessary to perform
the duties provided for in this section. The Compensation Committee shall: (a)
review and recommend to the Board of Directors the annual salary, bonus, stock
options and other benefits, direct and indirect, of the President and Chief
Executive Officer and other senior executive officers of the Corporation; (b)
review any new executive compensation program; review on a periodic basis the
operation of the Corporation's executive compensation programs to determine
whether they are properly coordinated; establish and periodically review
policies for the administration of executive compensation programs; (c)
establish and periodically review policies in the area of management
perquisites; (d) evaluate the performance of the President and Chief Executive
Officer and review the evaluations of the Corporation's senior management
conducted by the President and Chief Executive Officer; (e) oversee the
President's development of plans for the succession of senior management
personnel; (f) administer stock option plans maintained by the Corporation; and
(g) prepare the annual report of
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the Compensation Committee for inclusion in the Corporation's proxy statement
for the annual meeting of shareholders.
3.4 Governance Committee. The Board of Directors, by resolution adopted by a
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majority of the number of Directors fixed by these Bylaws, shall designate a
Governance Committee which shall consist of two or more Directors, a majority of
whom are not employees of the Corporation or the Corporation's subsidiaries.
The Governance Committee shall be responsible for matters related to service on
the Board of Directors of the Corporation and associated issues of corporate
governance. The Governance Committee from time to time shall evaluate the size,
composition and performance of the Board of Directors. Prior to each annual
meeting of shareholders, the Committee shall recommend to the Board of Directors
the individuals to constitute the nominees of the Board of Directors, for whose
election Board will solicit proxies. The Committee shall review the
qualifications of individuals for consideration as Director candidates and shall
recommend to the Board, for its consideration, the names of individuals for
election by the Board. The Committee shall recommend to the Board of Directors
those Directors to be selected for membership on the various Board committees.
In addition, the Committee shall from time to time conduct studies and make
recommendations to the Board regarding compensation for Directors. The
Committee shall have and may exercise such other powers, authority and
responsibilities as may be determined by the Board of Directors.
3.5 Other Committees. The Board of Directors, by resolution adopted by a
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majority of the number of Directors fixed by these Bylaws, may establish such
other standing or special
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committees of the Board as it may deem advisable, consisting of not fewer than
two Directors; and the members, terms and authority of such committees shall be
as set forth in the resolutions establishing the same.
3.6 Meetings. Regular and special meetings of any Committee established
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pursuant to this Article may be called and held subject to the same requirements
with respect to time, place and notice as are specified in these Bylaws for
regular and special meetings of the Board of Directors.
3.7 Quorum and Manner of Acting. A majority of the members of any Committee
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serving at the time of any meeting thereof shall constitute a quorum for the
transaction of business at such meeting. The action of a majority of those
members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
3.8 Term of Office. Members of any Committee shall be elected as above
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provided and shall hold office until their successors are elected by the Board
of Directors or until such Committee is dissolved by the Board of Directors.
3.9 Resignation and Removal. Any member of a Committee may resign at any
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time by giving written notice of his intention to do so to the President or the
Secretary of the Corporation, or may be removed, with or without cause, at any
time by such vote of the Board of Directors as would suffice for his election.
3.10 Vacancies. Any vacancy occurring in a Committee resulting from any
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cause whatever may be filled by a majority of the number of Directors fixed by
these Bylaws.
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ARTICLE IV.
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Officers
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4.1 Election of Officers; Terms. The officers of the Corporation shall
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consist of a Chairman of the Board, a President and Chief Executive Officer, a
Secretary and a Treasurer. Other officers, including one or more Vice
Presidents (whose seniority and titles, including Executive Vice Presidents and
Senior Vice Presidents, may be specified by the Board of Directors), and
assistant and subordinate officers, may from time to time be elected by the
Board of Directors. All officers shall hold office until the next annual
meeting of the Board of Directors and until their successors are elected. The
Chairman of the Board shall be chosen from among the Directors. Any two
officers may be combined in the same person as the Board of Directors may
determine.
4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be
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removed summarily with or without cause, at any time, by the Board of Directors.
Vacancies may be filled by the Board of Directors.
4.3 Duties. The officers of the Corporation shall have such duties as
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generally pertain to their offices, respectively, as well as such powers and
duties as are prescribed by law or are hereinafter provided or as from time to
time shall be conferred by the Board of Directors. The Board of Directors may
require any officer to give such bond for the faithful performance of his duties
as the Board may see fit.
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4.4 Duties of the Chairman of the Board. The Chairman of the Board shall
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have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside over the
meetings of the Board of Directors and of the shareholders. In the event of the
Chairman of the Board's temporary absence or disability and the absence or
disability of the President and Chief Executive Officer, the Chairman of the
Board shall have the power to designate any Director to preside at any or all
meetings of the shareholders and of the Board of Directors. If at any time the
office of President and Chief Executive Officer shall not be filled, or in the
event of the disability of the President and Chief Executive Officer, the
Chairman of the Board shall have the duties and powers of the President and
Chief Executive Officer. The Chairman of the Board shall have such other powers
and perform such greater or lesser duties as may be delegated to him or her from
time to time by the Board of Directors.
4.5 Duties of the President and Chief Executive Officer. The President shall
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be the Chief Executive Officer of the Corporation and shall be primarily
responsible for the implementation of policies of the Board of Directors. The
President shall have authority over the general management and direction of the
business and operations of the Corporation and its divisions, if any, subject
only to the ultimate authority of the Board of Directors. The President shall
be a Director, and, except as otherwise provided in these Bylaws or in the
resolutions establishing such committees, he or she shall be ex officio a member
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of all Committees of the Board. In the absence of the Chairman of the Board,
the President shall preside at all corporate
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meetings. The President may sign and execute in the name of the Corporation
share certificates, deeds, mortgages, bonds, contracts or other instruments
except in cases where the signing and the 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 otherwise to be signed or
executed. In addition, the President shall perform all duties incident to the
office of the President and such other duties as from time to time may be
assigned to him or her by the Board of Directors.
4.6 Duties of the Vice Presidents. Each Vice President, if any, shall have
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such powers and duties as may from time to time be assigned to him or her by the
President or the Board of Directors. Any Vice President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except where the signing and
execution of such documents shall be expressly delegated by the Board of
Directors or the President to some other officer or agent of the Corporation or
shall be required by law or otherwise to be signed or executed.
4.7 Duties of the Treasurer. The Treasurer shall have charge of and be
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responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit all monies and securities of the Corporation in
such banks and depositories as shall be designated by the Board of Directors.
The Treasurer shall be responsible (i) for maintaining adequate financial
accounts and records in accordance with generally accepted accounting practices;
(ii) for the preparation of appropriate operating budgets and financial
statements; (iii) for the preparation
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and filing of all tax returns required by law; and (iv) for the performance of
all duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the Board of Directors, the Audit
Committee or the President. The Treasurer may sign and execute in the name of
the Corporation share certificates, deeds, mortgages, bonds, contracts or other
instruments, except in cases where the signing and the 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 or
otherwise to be signed or executed.
4.8 Duties of the Secretary. The Secretary shall act as secretary of all
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meetings of the Board of Directors and shareholders of the Corporation. When
requested, the Secretary shall also act as secretary of the meetings of the
committees of the Board. The Secretary shall keep and preserve the minutes of
all such meetings in permanent books. The Secretary shall see that all notices
required to be given by the Corporation are duly given and served; shall have
custody of the seal of the Corporation and shall affix the seal or cause it to
be affixed to all share certificates of the Corporation and to all documents the
execution of which on behalf of the Corporation under its corporate seal is duly
authorized in accordance with law or the provisions of these Bylaws; shall have
custody of all deeds, leases, contracts and other important corporate documents;
shall have charge of the books, records and papers of the Corporation relating
to its organization and management as a Corporation; shall see that all reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall in general perform all
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the duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him or her by the Board of Directors or the
President.
4.9 Compensation. The Board of Directors shall have authority to fix the
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compensation of all officers of the Corporation.
ARTICLE V.
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Capital Stock.
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5.1 Certificates. The shares of capital stock of the Corporation shall be
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evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
shares of the Corporation may be appointed by the Board of Directors and may be
required to countersign certificates representing shares of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not ceased to be
an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the
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Corporation shall immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors may in its
discretion cause one or more new certificates for the same number of shares in
the aggregate to be issued to such shareholder upon
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the surrender of the mutilated certificate or upon satisfactory proof of such
loss or destruction, and the deposit of a bond in such form and amount and with
such surety as the Board of Directors may require.
5.3 Transfer of Shares. The shares of the Corporation shall be transferable
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or assignable only on the books of the Corporation by the holder in person or by
attorney on surrender of the certificate for such shares duly endorsed and, if
sought to be transferred by attorney, accompanied by a written power of attorney
to have the same transferred on the books of the Corporation. The Corporation
will recognize, however, the exclusive right of the person registered on its
books as the owner of shares to receive dividends and to vote as such owner.
5.4 Fixing Record Date. For the purpose of determining shareholders entitled
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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 fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notices of the meeting are mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
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meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it shall do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
ARTICLE VI.
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Miscellaneous Provisions.
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6.1 Seal. The seal of the Corporation shall consist of a flat-faced circular
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die, of which there may be any number of counterparts, on which there shall be
engraved the word "Seal" and the name of the Corporation.
6.2 Fiscal Year. The fiscal year of the Corporation shall end on such date
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and shall consist of such accounting periods as may be fixed by the Board of
Directors.
6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the
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payment of money shall be signed by such persons as the Board of Directors from
time to time may authorize. When the Board of Directors so authorizes, however,
the signature of any such person may be a facsimile.
6.4 Amendment of Bylaws. Unless proscribed by the Articles of Incorporation,
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these Bylaws may be amended or altered at any meeting of the Board of Directors
by affirmative vote of a majority of the number of Directors fixed by these
Bylaws. The shareholders entitled to vote in respect of the election of
Directors, however, shall have the power to rescind, amend, alter or
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repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.
6.5 Voting of Shares Held. Unless otherwise provided by resolution of the
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Board of Directors or of the Executive Committee, if any, the President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the vote
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such other
corporation, or to consent in writing to any action by any such other
corporation; and the President shall instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent and may execute or
cause to be executed on behalf of the Corporation, and under its corporate seal
or otherwise, such written proxies, consents, waivers or other instruments as
may be necessary or proper in the premises. In lieu of such appointment the
President may himself attend any meetings of the holders of shares or other
securities of any such other corporation and there vote or exercise any or all
power of the Corporation as the holder of such shares or other securities of
such other corporation.
6.5 Control Share Acquisitions. The Corporation shall not be governed by the
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provisions of Article 14.1 of the Virginia Stock Corporation Act.
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ARTICLE VII.
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Emergency Bylaws.
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The Emergency Bylaws provided in this Article VII shall be operative during
any emergency, notwithstanding any different provision in the preceding Articles
of these Bylaws or in the Articles of Incorporation of the Corporation or in the
Virginia Stock Corporation Act (other than those provisions relating to
emergency bylaws). An emergency exists if a quorum of the Corporation's Board
of Directors cannot readily be assembled because of a catastrophic event. To
the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in
the preceding Articles shall remain in effect during such emergency and upon the
termination of such emergency the Emergency Bylaws shall cease to be operative
unless and until another such emergency shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by any officer
of the Corporation or by any Director. The notice thereof shall specify the time
and place of the meeting. To the extent feasible, notice shall be given in
accord with Section 2.4 above, but notice may be given only to such of the
Directors as it may be feasible to reach at the time, by such means as may be
feasible at the time, including publication or radio, and at a time less than
twenty-four hours before the meeting if deemed necessary by the person giving
notice. Notice shall be similarly given, to the extent feasible, to the other
persons referred to in (b) below.
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(b) At any meeting of the Board of Directors, a quorum shall consist of
a majority of the number of Directors fixed at the time by Article II of the
Bylaws. If the Directors present at any particular meeting shall be fewer than
the number required for such quorum, other persons present as referred to below,
to the number necessary to make up such quorum, shall be deemed Directors for
such particular meeting as determined by the following provisions and in the
following order of priority:
(i) Vice Presidents not already serving as Directors, in the order of
their seniority of first election to such offices, or if two or more shall have
been first elected to such offices on the same day, in the order of their
seniority in age;
(ii) All other officers of the Corporation in the order of their
seniority of first election to such offices, or if two or more shall have been
first elected to such offices on the same day, in the order of their seniority
in age; and
(iii) Any other persons that are designated on a list that shall have
been approved by the Board of Directors before the emergency, such persons to be
taken in such order of priority and subject to such conditions as may be
provided in the resolution approving the list.
(c) The Board of Directors, during as well as before 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.
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(d) The Board of Directors, during as well as before any such
emergency, may, effective in the emergency, change the principal office, or
designate several alternative offices, or authorize the officers so to do.
No officer, Director or employee shall be liable for action taken in good
faith in accordance with these Emergency Bylaws.
These Emergency Bylaws shall be subject to repeal or change by further action
of the Board of Directors or by action of the shareholders, except that no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action or inaction prior to the time of such repeal or change.
Any such amendment of these Emergency Bylaws may make any further or different
provision that may be practical and necessary for the circumstances of the
emergency.
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