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EXHIBIT 3.14
TABLE OF CONTENTS OF BY LAWS
OF
EUGENIA COTTON CO., INC.
I. OFFICES AND REGISTERED AGENTS
Section 1. Principal office Page 1
Section 1. Registered agent Page 1
II. MEETINGS OF SHAREHOLDERS
Section 1. Meetings Page 1
Section 2. Annual meetings Page 2
Section 3. Special meetings Page 2
Section 4. Quorum Page 3
Section 5. Meeting chairman Page 4
Section 6. Shareholders entitled to vote Page 4
Section 7. Proxies Page 5
III. BOARD OF DIRECTORS
Section 1. Number of directors Page 5
Section 2. Removal of directors Page 6
Section 3. Filling of vacancies Page 6
Section 4. First meeting Page 6
Section 5. Special meetings Page 7
Section 6. Notice of meetings Page 7
Section 7. Quorum Page 8
Section 8. Action without meeting Page 8
Section 9. Dissent to action Page 8
IV. OFFICERS
Section 1. Appointment Page 9
Section 2. Term of office Page 9
Section 3. Removal Page 9
Section 4. Duties Page 9
V. CAPITAL STOCK
Section 1. Certificates Page 10
Section 2. Required signature Page 10
Section 3. Notice of restrictions Page 10
Section 4. Re-issuance of certificates Page 11
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Section 5. Transfer of shares Page 11
Section 6. Endorsements Page 12
VI. DIVIDENDS, SURPLUS AND RESERVE
Section 1. Dividends Page 12
Section 2. Capital distributions Page 13
Section 3. Increases of capital surplus Page 14
VII. MISCELLANEOUS
Section 1. Corporate seal Page 14
Section 2. Fiscal year Page 14
Section 3. Financial statements Page 15
VIII. AMENDMENTS
Section 1. Shareholders required Page 15
Section 2. Restrictions on directors Page 15
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BY-LAWS
OF
EUGENIA COTTON CO., INC.
-----------------
I.
OFFICES AND REGISTERED AGENTS
Section 1. The principal office of this corporation is at Suite 2518,
100 North Main Building, Memphis, Tennessee, as provided in the Charter. The
Board of Directors may, by Resolution, amend the Charter to change the address
of the principal office in the State of Tennessee.
Section 2. The corporation has designated and shall continue to have a
registered agent in the State of Tennessee. If the registered agent resigns or
is for any reason unable to perform his duties, the corporation shall promptly
designate another registered agent. The corporation may, by Resolution of the
Board of Directors, appoint such other agents for the service of process in
such other jurisdictions as the Board of Directors may determine.
II.
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders shall be held at such place,
either within or without the State of Tennessee, as may be set by Resolution of
the Board of Directors. Except as the Board may otherwise determine, meetings
shall be held at the principal office of the corporation.
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Section 2. Annual meetings of the shareholders, beginning with the
year 1974, shall be held on the third Monday in September of each year; if said
date is not a legal holiday, and if a legal holiday, then on the next day not a
legal holiday, for the purpose of electing directors of the corporation and for
the transacting of such other business as may properly come before the meeting.
The Board of Directors may, however, by Resolution, fix the date of the annual
meeting on any day within the period of sixty (60) days next succeeding the
foregoing date. The time of the annual meeting shall be, in any event, fixed by
the Board of Directors.
Section 3. Special meetings of the shareholders may be called by the
Board of Directors or by the Chairman of the Board, or by the President, and
shall be called by the Chairman, the President, the Secretary, or an assistant
Secretary at the request in writing of three or more members of the Board of
Directors, or at the request in writing of the holders of record of at least
ten percent (10%) of the outstanding shares of the corporation entitled to vote
at the meeting. Each special meeting shall be held at such time as the Board of
Directors shall determine, or in the absence of such determination by the Board
of Directors, such time as the person or persons calling or requesting the call
of the meeting shall specify in the notice or in the written request. All
notices of shareholders meetings shall be made in writing, stating the place,
day and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called
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and the person or persons calling the meeting, or otherwise giving notice as
provided in Section 48-703 Tennessee Code Annotated, provided, however, that
the stockholders may waive the requirement of notice by written waiver duly
executed and filed with the Minutes of the meeting to which it pertains.
Notices of meetings shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting and 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. A certificate of the Secretary or the person giving the notice, or
of a transfer agent of the corporation, that the notice required by this
Section has been given, in the absence of fraud, shall be prima facie evidence
of the facts therein stated.
Section 4. At any meeting of the shareholders, as a prerequisite for
the transaction of any business, a quorum shall be present. A quorum shall
consist of the holders of record of not less than a majority of the outstanding
shares of the corporation entitled to vote at such meeting, present either in
person or by proxy. When a quorum is once present to organize a meeting, it is
not broken by the subsequent withdrawal of any of those present. A meeting may
be adjourned, despite the absence of a quorum, by the Chairman of the meeting,
or a majority of the shareholders, present in person or by proxy, until holders
of the requisite amount of shares shall attend.
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Section 5. The Chairman of the Board, or in his absence or inability
to serve, the President, or in his absence or inability to serve, the Senior
Vice President, shall call meetings of the shareholders to order and act as
Chairman of such meetings. The shareholders my elect anyone of their number to
act as Chairman of any meeting in the absence of the aforenamed individuals.
Section 6. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment
thereof, or shareholders entitled to receive payment of any dividend, or an
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may provide that the Stock Transfer Books shall be closed
for a stated period, but not to exceed forty (40) days. If the Stock Transfer
Books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the Stock Transfer Books, 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 less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the Stock Transfer Books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or entitled to vote at a
meeting of shareholders or shareholders
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entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed, or the date on which the Resolution of the Board declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.
Section 7. Every shareholder entitled to vote at a shareholders'
meeting, or to express consent or dissent without a meeting, may authorize
another person or persons to act for him by proxy. Each proxy must be in
writing and signed by the shareholder or by his attorney in fact. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless otherwise provided in the proxy. Each proxy shall be revocable at the
pleasure of the shareholder executing it, unless it conforms to the
requirements of an irrevocable proxy, as provided in Section 48-706(4)
Tennessee Code Annotated. All proxies must be delivered to the Secretary of the
corporation prior to the opening of the meeting, except for proxies granted
after the meeting has opened, which proxies shall be delivered to the Secretary
as soon as practicable after execution.
III.
BOARD OF DIRECTORS
Section 1. Any affairs of this corporation shall be managed by a Board
of three (3) directors who shall be elected by the shareholders at the regular
meeting for a term of one year until their successors are elected and
qualified. The number may be changed by the shareholders or by the Board by
amending these By-Laws; provided, that the adoption of such an amendment by the
Board of Directors shall
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require the vote of a majority of the entire Board. No decrease in the number
of directors shall shorten the term of any incumbent director.
Section 2. Any or all directors may be removed with or without cause
by a vote of a majority of the shareholders entitled to vote; such vote may be
held at any meeting of the shareholders, notice of which shall have referred to
the proposed action. Any directors may be removed for cause as defined in
Section 48-807(1), Tennessee Code Annotated, at any meeting of the directors,
notice of which shall have referred to the proposed action, by vote of a
majority of the entire Board.
Section 3. Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board of Directors for
any reason, except the removal of directors, without cause, may be filled by a
vote of the majority of the directors then in office, although less than a
quorum exists, or any such newly created directorships and vacancies occurring
in the Board of Directors, for any reason, may be filled by vote of the
shareholders at any meeting of the shareholders, notice of which shall have
referred to the proposed election. Any director elected to fill a vacancy shall
be elected to hold office for the unexpired term of his predecessor, of, if
there is no predecessor, until the next annual meeting of shareholders.
Section 4. The first meeting of the newly elected Board of Directors
may be held immediately after the annual meeting of shareholders, and at the
same place as such annual meeting of
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shareholders, provided a quorum be present, and no notice of such meeting shall
be necessary. In the event such first meeting of the newly elected Board of
Directors is not held at such time and place, the same shall be held as
provided otherwise in this Section.
Section 5. Special meetings of the Board of Directors may be called by
the Chairman of the Board, or the President, or in the absence or disability of
the Chairman of the Board and the President, by any Vice President, or by any
two directors.
Section 6. Notice of each regular or special meeting of the Board of
Directors, except as provided in Section 5, shall be given by the Secretary, or
an assistant Secretary, or in the absence or disability of the Secretary or any
assistant Secretary, by the person or persons calling the meeting. Such notice
shall be given to each member of the Board, not less than three (3) days before
the meeting by depositing the notice in the United States Mail directed to each
member of the Board at the address designated by him for such purpose, or, not
less than one (1) day before the meeting by either delivering the same to each
member of the Board of Directors personally, or, delivering it to the address
designated by him for that purpose. Notice of the meeting need not be given to
any director who submits a signed waiver of notice, whether before, at or after
the meeting. The notice of any meeting of the Board of Directors need not
specify the purpose or purposes for which the meeting is called, except as
otherwise provided in these By-Laws.
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Section 7. At all meetings of the Board of Directors, except as
otherwise provided by law, the Charter, or by these By-Laws, a quorum shall
consist of a majority of the total number of directors then in office.
Section 8. Directors may take any action which they are required or
permitted to take under the law, the Charter, or these By-Laws, without a
meeting, on written consent, setting forth the actions so taken signed by all
of the persons entitled to vote thereon.
Section 9. A director who is present at a meeting of the Board, at
which any action is taken, shall be presumed to have concurred in the action,
unless his dissent thereto shall be entered in the Minutes of the meeting, or,
unless he shall submit his written dissent to the person acting as the
Secretary of the meeting before the adjournment thereof, or shall deliver or
send such dissent to the Secretary of the corporation promptly after the
adjournment of the meeting. Such rights to dissent shall not apply to a
director who voted in favor of any such action. A director who is absent from a
meeting at which such action is taken, shall be presumed to have concurred in
the action unless he shall deliver or send by registered or certified mail his
dissent thereto to the Secretary of the corporation and shall cause such
dissent to be filed with the Minutes of the proceedings of the Board within a
reasonable time after learning of such action.
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IV.
OFFICERS
Section 1. The Board of Directors shall annually, at the first meeting
of the Board after the annual meeting of shareholders, appoint or elect a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary,
and a Treasurer. The Board of Directors may, from time to time, elect or
appoint such additional officers as it may determine are necessary. Such
additional officers shall have such authority and perform such duties as the
Board of Directors prescribes. Any two of the aforementioned officers, except
those of President and Secretary, may be filled by the same person, but no
person shall purport to execute or attest any document or instrument on behalf
of the corporation in more than one capacity.
Section 2. The officers of the corporation shall hold office for one
year, or, until their successors are chosen and qualified, subject, however,
to the removal of any officer pursuant to these By-Laws.
Section 3. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of the majority of the entire
Board.
Section 4. All officers shall have such authority to perform such
duties in the management of the corporation as are normally incident to their
offices and as the Board of Directors may from time to time provide.
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V.
CAPITAL STOCK
Section 1. The certificates of stock of the corporation shall be
numbered consecutively and shall be entered on the books of the corporation as
they are issued. Every shareholder shall be entitled to a certificate or
certificates of capital stock of the corporation.
Section 2. Certificates of stock shall be signed by the President, and
countersigned by the Secretary. If the certificate is countersigned by a
transfer agent or registered by a register, other than an officer or employee
of the corporation, the signature and countersignature of the corporate
officers may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificates shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance.
Section 3. Each certificate of stock which is restricted or limited as
to its transferability or voting rights, or which is callable under the
Charter, which is preferred or limited as to dividends or rights upon voluntary
or involuntary dissolution, shall have a notice of such restriction,
limitation, or preference conspicuously stated on the face or back of the
certificate. Upon the removal or expiration of any such restriction or
limitation, the holder of such certificate shall be entitled to receive a new
certificate upon the surrender of the old restricted or limited certificates;
and the payment of the reasonable expenses of the corporation incurred in
connection therewith.
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Section 4. The corporation shall issue a new stock certificate in the
place of any certificate previously issued where the holder of record of the
certificate:
A. Makes proof in affidavit form that it has been lost,
destroyed, or wrongfully taken;
B. Satisfies any other reasonable requirements imposed
by the corporation.
Section 5. The corporation shall register a transfer of a
stock certificate presented to it for transfer if:
A. The certificate is endorsed by the appropriate person
or persons;
B. The signature of the appropriate person or persons has
been guaranteed by a national banking association, a bank
organized and operating under the statutes of the State of
Tennessee, or a member of the National Association of Security
Dealers, and reasonable assurance is given that the
endorsements are effective, unless the Secretary of the
corporation waives such requirements;
C. The corporation has no duty to inquire into adverse claims
or has discharged any such duties;
D. There has been compliance with any applicable law relating
to the collection of taxes; and
E. The transfer is in fact rightful or is to a bonafide purchaser.
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Section 6. An endorsement of the stock certificate in registered form
is made when an appropriate person signs on it or on a separate document an
assignment or transfer of it, or a power to assign or transfer it, or when the
signature of this person is written without more upon the back of the
certificate. An endorsement may be in blank, which includes an endorsement to
bearer, or special, which specifies the person whom the stock is to be
transferred, or who has the power to transfer it. The corporation may elect to
require reasonable assurance beyond that specified in this Section, but if it
both requires and obtains a copy of a controlling instrument for a purpose
other than showing appropriate evidence of appointment or incumbency of a
fiduciary, it is charged with notice of all matters contained in effect in the
transfer.
VI.
DIVIDENDS, SURPLUS AND RESERVE
Section 1. The Board of Directors may, from time to time, declare, and
the corporation may pay, dividends on its outstanding shares in cash, property,
or its own shares, except where the corporation is insolvent, as that term is
defined in Section 48-102(n) Tennessee Code Annotated, or when the payment
thereof would render the corporation insolvent, or when the declaration of
payment thereof would be contrary to any restrictions contained in the Charter,
these By-Laws, or in any applicable valid contract. The declaration and payment
of any such dividend shall be in accordance with Section 48-511, Tennessee Code
Annotated.
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Section 2. The Board of Directors may distribute to the shareholders
of the corporation out of capital surplus, a portion of its assets, in cash or
property, subject to the following provisions:
A. No such distribution shall be made at a time when the
corporation is insolvent or when such distribution
would render the corporation insolvent;
B. No such distribution shall be made unless such distribution is
authorized by the affirmative vote of the holders of the
majority of all of the outstanding shares of stock entitled to
vote thereon;
C. No such distribution shall be made to the holders of any
class of shares unless all cumulative dividends accrued an all
preferred or special classes of shares entitled to
preferential dividends shall have been fully paid;
D. No such distribution shall be made to the holders of any
class of shares which would reduce the remaining net assets of
the corporation below the aggregate preferential amount
payable in the event of voluntary liquidation to the holders
of shares having preferential rights to the assets of the
corporation in the event of liquidation;
E. Each such distribution, when made, shall be identified
as a distribution from capital surplus in the amount per share
shall be disclosed to the shareholders receiving the same,
concurrently with the distribution thereof.
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Section 3. The capital surplus of the corporation may be increased
from time to time by Resolution of the Board, directing that all or part of the
earned surplus of the corporation be transferred to capital surplus. The Board
of Directors may, by Resolution, apply any part or all of the capital surplus
of the corporation to the reduction or elimination of any deficit arising from
losses during surplus, and then only to the extent that such losses exceed the
earned surplus. Each such application of capital surplus shall, to the extent
thereof, effect a reduction of capital surplus.
VII.
MISCELLANEOUS PROVISIONS
Section 1. The corporation shall have a corporate seal which shall
have inscribed thereon the name of the corporation, the year of incorporation,
and the word "Tennessee" and "Seal" and shall be circular in form. The presence
or absence of such seal on any instrument, or its addition thereto, shall not
effect the character, or validity, or legal effect thereof in any respect. The
affixing of the seal shall not be necessary for the execution of any instrument
or document by the corporation, and such seal shall be used only where deemed
expedient in the judgment of the officer executing documents or instruments on
behalf of the corporation.
Section 2. The fiscal year of the corporation shall be fixed by
Resolution of the Board of Directors.
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Section 3. The Board of Directors shall cause a true statement of the
assets and liabilities of this corporation as of the close of each fiscal year
and of the results of its operations and of the changes in surplus for such
fiscal year, all in reasonable detail, to be made and filed at the principal
office of the corporation in this state, within four (4) months after the end
of such fiscal year, and there, kept available for period of at least two (2)
years for inspection on request by any shareholder. The officers of the
corporation shall mail or otherwise deliver a copy of the latest of such
statement to any such shareholder upon his written request therefor.
VIII.
AMENDMENTS
Section 1. These By-Laws may be amended by a vote of a majority of all
of the stock issued and outstanding entitled to vote at any regular or special
meeting of the shareholders, provided notice of intention to amend shall have
been contained in the notice of any special meeting for that purpose.
Section 2. The Board of Directors may, by a majority vote of the
entire Board, at any regular meeting, or at any duly called special meeting,
amend these By-Laws, including By-Laws adopted by the shareholders, provided,
that the shareholders may from time to time specify particular provision of
these By-Laws which shall not be amended by the Board of Directors.
I, Roy W. Hendrix, Jr., incorporator of Eugenia Cotton Co., Inc., do
hereby certify that the above By-Laws of Eugenia Cotton Co., Inc. were adopted
by me, as sole incorporator of said
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corporation at a special meeting of the sole incorporator on December 12, 1973.
/s/ ROY W. HENDRIX, JR.
--------------------------------
Roy W. Hendrix, Jr.
Incorporator
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AMENDMENT TO THE BYLAWS OF
EUGENIA COTTON CO., INC.
ADOPTED NOVEMBER 22, 1991
Article VII of the bylaws of the corporation shall be amended
by the addition of the following Section 4:
Section 4. Indemnification of Officers and Directors. The corporation
shall indemnify each present and future director and officer of the
corporation against, and each director or officer shall be entitled
without further act to indemnity from the corporation for, all
expenses (including counsel fees and the amount of judgments and the
amount of reasonable settlements made with a view to the curtailment
of costs of litigation, other than amounts paid to the corporation
itself) reasonably incurred in connection with or arising out of any
action, suit or proceeding in which he may be involved by reason of
being or having been a director or officer. Provided, however, that
the director or officer 1) conducted himself in good faith; and 2)
reasonably believed: (a) in the case of conduct in his official
capacity with the corporation that his conduct was in its best
interest; and (b) in all other cases, that his conduct was at least
not opposed to the corporation's best interest; and, 3) in the case
of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. However, the corporation shall not indemnify a
director or officer in connection with: 1) a proceeding by or in the
right of the corporation in which the director was adjudged liable to
the corporation; or 2) in connection with any other proceeding
charging improper
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personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him. In addition, the
corporation may pay for or reimburse the reasonable expenses incurred
by an officer or director who is a party to a proceeding in advance of
the final disposition of the proceeding if: 1) the director or officer
furnishes the corporation a written affirmation of his good faith
belief that he has met the standard of conduct hereinbefore described;
2) the director or officer furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that he is not entitled to
indemnification; and (3) a determination is made that the facts then
known to those making the determination would not preclude
indemnification. The determination whether indemnification is
permissible shall be made by 1) a majority vote of a quorum of the
Board of Directors not parties to the proceeding; 2) by majority vote
of a committee duly designated by the Board of Directors consisting of
two or more directors not parties to the proceeding; 3) by independent
special legal counsel selected by the Board of Directors, or its
committee; or by the shareholders, except the shares owned or voted
under the control of directors who are at the time parties to the
proceeding may not be voted on the determination. In no event shall
indemnification be made to, or on behalf of any director
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or officer if a judgment or final adjudication adverse to the director
or officer establishes his liability 1) for any breach of the duty of
loyalty to the corporation or its shareholders; 2) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of the law; or 3) for any unlawful distributions
from the corporation. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each
director or officer and shall be in addition to all other rights to
which the director or officer may be entitled as a matter of law.
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