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EXHIBIT 3B
EXHIBIT 3B - 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 fourth 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
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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.
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
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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 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 twelve. 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.
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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 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
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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 Emeritus, a Chairman of the Board of Directors and Chief
Executive Officer, a President, Vice Presidents, a Secretary and an 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
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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 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.
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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. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the Stock Transfer Books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer 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 thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
SECTION 3. RESTRICTION ON TRANSFER. To the extent that any provision of
the Rights Agreement between the Corporation and Dominion Trust, as Rights
Agent, dated May 4, 1988, 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.
ARTICLE VII. FISCAL YEAR
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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.