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EXHIBIT 3B
BASSETT FURNITURE INDUSTRIES, INCORPORATED
RESOLUTIONS OF THE BOARD OF DIRECTORS
January 18, 2000
AMENDMENT TO BY-LAWS
RESOLVED, that, effective as of the 2000 Annual Shareholders Meeting, Article
III, Section 2 of the By-laws of the Company be amended to provide that the
number of Directors shall be nine (9).
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BY-LAWS
OF
BASSETT FURNITURE INDUSTRIES, INC.
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Virginia shall be
located in Bassett, County of Henry. The Corporation may have such other
offices, either within or without the State of Virginia, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the Shareholders shall
be held on the last Tuesday of March of each year and the hour shall be set by
the Chairman of the Board or by the President, for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the election of Directors shall not be held on the day designated
for any annual meeting of the Shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the Shareholders as soon thereafter as conveniently may be.
SECTION 2. SPECIAL MEETING. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board, by the President, or by the Board of Directors.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Virginia unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors.
SECTION 4. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the Officer
or persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the Shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. In the event the purpose or purposes for which a
special or general meeting may be called are such that the law required a longer
notice prior to the meeting, such notice shall be as required by the law.
SECTION 5. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
SECTION 6. PROXIES. At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.
SECTION 7. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of Shareholders.
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SECTION 8. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such Officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
SECTION 9. NOMINATIONS FOR DIRECTORS. Nominations for the election of
Directors shall be made by the Board of Directors or by any Shareholder entitled
to vote in elections of Directors. However, any Shareholder entitled to vote in
elections of Directors may nominate one or more persons for election as
Directors at an annual meeting only if written notice of such Shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States registered or certified mail, postage prepaid, to
the Secretary of the Corporation not later than 90 days prior to the date of the
anniversary of the immediately preceding annual meeting. Each notice shall set
forth (i) the name and address of the Shareholder who intends to make the
nomination and of the person or persons to be nominated, (ii) a representation
that the Shareholder is a holder of record of shares of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice, (iii) a
description of all arrangements or understandings between the Shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
Shareholder, and (iv) such other information regarding each nominee proposed by
such Shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors,
and shall include a consent signed by each such nominee, to serve as a Director
of the Corporation if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
SECTION 10. NOTICE OF BUSINESS AT ANNUAL MEETING. To be properly brought
before an annual meeting of Shareholders, business must be (i) specified in the
Notice of Meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (iii) otherwise properly brought
before the annual meeting by a Shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
Shareholder, the Shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a Shareholder's notice must be
given, either by personal delivery or by United States registered or certified
mail, postage prepaid, to the Secretary of the Corporation not later than 160
days prior to the date of the anniversary of the immediately preceding annual
meeting. A Shareholders' notice to the Secretary shall set forth as to each
matter the Shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address of record of the Shareholder proposing such business, (iii) the
class and number of shares of the Corporation that are beneficially owned by the
Shareholder and (iv) any material interest of the Shareholder in such business.
In the event that a Shareholder attempts to bring business before an annual
meeting without complying with the foregoing procedure, the Chairman of the
meeting may declare to the meeting that the business was not properly brought
before
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the meeting and, if he shall so declare, such business shall not be transacted.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS: The business and affairs of the Corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of
the Corporation shall be nine. Each Director shall hold office until the next
annual meeting of the Shareholders and until his successor shall have been
elected and qualified.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this By-law immediately prior to, and at
the same place as, the annual meeting of Shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board on at least 24-hours' notice to each
Director of the date, time and place thereof, and shall be called by the
Chairman of the Board or by the Secretary on like notice on the request in
writing of a majority of the total number of Directors in office at the time of
such request. The time and place of the special meeting shall be stated in the
notice.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
24-hours previously thereto by written notice delivered personally or mailed to
each Director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. QUORUM. A majority of the number of Directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 8. VACANCIES. Any Directorship to be filled by reason of any
vacancy occurring in the Board of Directors or of an increase in the number of
Directors shall be filled at any Director's meeting or any Stockholder's
meeting.
SECTION 9. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 10. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such
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right to dissent shall not apply to a Director who voted in favor of such
action.
SECTION 11. REDEMPTION OF SHARES. Pursuant to Section 13.1-728.7 of the
Virginia Stock Corporation Act, the Board may redeem shares [at the price
established by Section 13.1-728.7.C] if the requirements of either Section
13.1-728.7.A or Section 13.1-728.7.B have occurred.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER. The Officers of the Corporation shall be a Chairman
of the Board of Directors and Chief Executive Officer, a President, Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. More than one office may be held by the same person with the
exception that the same person cannot hold the office of President and Secretary
at the same time. Such other Officers and assistant Officers as may be deemed
necessary may be elected or appointed by the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the meeting held after each annual meeting of the Shareholders.
If the election of Officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each Officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any Officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board and the
Chief Executive Officer 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 Board of
Directors.
SECTION 6. PRESIDENT. The President shall be the principal executive
Officer under the immediate supervision of the Chairman of the Board and subject
to the supervision of the Chairman of the Board and to the control of the Board
of Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He may sign, with the 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 By-laws to some other
Officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general 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 7. VICE PRESIDENTS. In the absence of the President or in event
of his death, inability or refusal to act, a Vice President 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. The Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President or by the Board of Directors.
SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
Shareholders and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law; (c) be custodian of
the corporate records and of the Seal of the Corporation and see that the Seal
of the Corporation is affixed to all documents the execution of which
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on behalf of the Corporation under its Seal is duly authorized; (d) keep a
register of the post office address of each Shareholder which shall be furnished
to the Secretary by such Shareholder; (e) have general charge of the stock
transfer books of the Corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
SECTION 9. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
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 banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these By-laws; and (b) in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
SECTION 10. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors or by authority of the Board of Directors
delegated to the Chairman of the Board or the President, and no Officer shall be
prevented from receiving such salary by reason of the fact that he is also a
Director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 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 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness 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 resolution of the Board of Directors.
SECTION 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
banks, trust companies or other depositaries as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other Officers authorized by law and by the Board of
Directors so to do and may (but not need) be sealed with the seal of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The seal of the Corporation and any or all of the
signatures on a share certificate may be facsimile. If any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar on
the date of issue.
SECTION 2. TRANSFER OF SHARES. The Board of Directors may make rules and
regulations concerning the issue, registration and transfer of certificates
representing the shares of the Corporation. Transfers of shares and of the
certificates representing such shares shall be made upon the books of the
Corporation by surrender of the certificates
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representing such shares accompanied by written assignments given by the owners
or their attorneys-in-fact.
SECTION 3. RESTRICTION ON TRANSFER. To the extent that any provision of
the Rights Agreement between the Corporation and First Union National Bank, as
Rights Agent, dated June 23, 1998, is deemed to constitute a restriction on the
transfer of any securities of the Corporation, including, without limitation,
the Rights, as defined therein, such restriction is hereby authorized by the
By-laws of the Corporation.
SECTION 4. LOST OR DESTROYED SHARE CERTIFICATES. The Corporation may
issue a new share certificate in the place of any certificate theretofore issued
which is alleged to have been lost or destroyed and may require the owner of
such certificate, or his legal representative, to give the Corporation a bond,
with or without surety, or such other agreement, undertaking or security as the
Board of Directors shall determine is appropriate, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss or
destruction or the issuance of any such new certificate.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of December
and end on the 30th day of November of each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation, and may set
the stock "of record" date for such payment.
ARTICLE IX. SEAL
The Board of Directors shall provide a Corporate Seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the State of Incorporation and the words, "Corporate Seal."
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any Director of the Corporation under the provisions of these By-laws
or under the provisions of the Articles of Incorporation, a waiver thereof in
writing signed by such Director entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI. AMENDMENTS
These By-laws may be altered, amended or repealed and new By-laws may be
adopted by the Board of Directors. But By-laws made by the Board of Directors
may be repealed or changed, and new By-laws made, by the Shareholders at any
annual Shareholders meeting or at any special Shareholders meeting when the
proposed changes have been set out in the notice of such meeting.
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ARTICLE XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. The Corporation shall indemnify to the extent, in the manner
and subject to compliance with the applicable standards of conduct provided by
Section 13.1, et seq of the Virginia Stock Corporation Act of the Code of
Virginia, as revised, every person who is or was (i) a Director or Officer of
the Corporation (ii) an employee, including an employee of a subsidiary of the
Corporation who is designated by the Board of Directors, or (iii) at the
corporation, partnership, joint venture, trust or other enterprise who is
designated from time to time by the Board of Directors.
SECTION 2. The indemnification hereby provided shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from actions or omissions to act occurring, before or
after the adoption hereof. Such indemnification (i) shall not be deemed
exclusive of any other rights to which any person seeking indemnification under
or apart from this Article XII may be entitled under any By-law, agreement, vote
of Stockholders or disinterested Directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, (ii) shall continue as to a person who has ceased to be a Director,
Officer, employee, or agent, (iii) shall inure to the benefit of the heirs,
executor or administrator of such a person and (iv) shall inure to any
individual who has served, or may now or hereafter serve, as a Director or
Officer of a corporation which is a subsidiary of this Corporation, provided
however, that no indemnification shall be afforded as to acts of any Officer or
Director of a subsidiary for any period prior to the time such Corporation
became a subsidiary. The term subsidiary as used in this Section shall mean any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in such chain owns stock possessing at least fifty percent of the
voting power in one of the other corporations in such chain.
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