Exhibit 4.6
BYLAWS
OF
CARPET RECYCLING OF GEORGIA, INC.
(a Georgia corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
14-2-625 of the Georgia Business Corporation Code ("Business Corporation Code")
and by any other applicable provision of law, shall be signed, either manually
or in facsimile, by one or more of the following officers: the President, a
Vice-President, the Secretary, an Assistant Secretary, the Treasurer, an
Assistant Treasurer, or by one or more officers designated by the Board of
Directors, and may bear the corporate seal or its facsimile. If the person who
signed a share certificate, either manually or in facsimile, no longer holds
office when the certificate is issued, the certificate is nevertheless valid. If
the certificate is signed in facsimile, then it must be countersigned by a
transfer agent or registered by a registrar other than the corporation itself or
an employee of the corporation. The transfer agent or registrar may sign either
manually or by facsimile.
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue fractions of
a share or pay in money the value of fractions of a share; arrange for
disposition of fractional shares by or for the account of the shareholders; and
issue scrip in registered or bearer form entitling the holder to receive a full
share upon surrendering enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and must contain the
information required by subsection (b) of Section 14-2-625 of the Business
Corporation Code. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends, and
to participate in the assets of the corporation upon liquidation. The holder of
scrip is not entitled to any of these rights unless the scrip provides for them.
The Board of Directors may authorize the issuance of scrip subject to any
conditions considered desirable, including (a) that the scrip will become void
if not exchanged for full shares before a specified date; and (b) that the
shares for which the scrip is exchangeable may be sold and the proceeds paid to
the scripholders.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any. Except as may be
otherwise provided by law or these Bylaws, the person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the corporation, shall be so expressed in the entry of
transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to demand a special meeting, or to take any other
action, the Board of Directors of the corporation may fix a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such determination
of shareholders. A determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty days after the date
fixed for the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Code confers such rights notwithstanding that the articles
of incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the first Tuesday in June
of each year, or on the date fixed from time to time by the directors. A special
meeting shall be held on the date fixed from time to time by the directors
except when the Business Corporation Code confers the right to call a special
meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at such
place in or out of the State of Georgia as the directors shall from time to time
fix.
- CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation
shall notify shareholders of the date, time, and place of each annual and
special shareholders' meeting. Such notice shall be no fewer than ten nor more
than sixty days before the
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meeting date. Unless the Business Corporation Code or the articles of
incorporation require otherwise, notice of an annual meeting shall not be
required to include a description of the purpose or purposes for which the
meeting is called. Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called. Unless the Business
Corporation Code or the articles of incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. A shareholder may waive any notice required by the Business
Corporation Code, the articles of incorporation or the Bylaws before or after
the time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. The term
"notice" as used in this paragraph shall mean notice as prescribed by Section
14-2-141 of the Business Corporation Code.
- VOTING LIST FOR MEETING. After fixing a record date for a meeting,
the corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, his agent, or his attorney at the time and place of the meeting.
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. A shareholder or his or her agent or attorney
in fact may appoint a proxy to vote or otherwise act for the shareholder by
executing a writing which authorizes another person or other persons to vote or
otherwise act for the shareholder by signing an appointment form. Execution may
be accomplished by any reasonable means. An appointment of a proxy is effective
when received by the inspector of election or the officer or agent of the
corporation authorized to tabulate votes. An appointment is valid for eleven
months, unless a longer period is expressly provided in the appointment form. An
appointment of a proxy is revocable unless the appointment form or facsimile
transmission states that it is irrevocable and the appointment is coupled with
an interest.
- SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by
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the corporation as the shareholder. The extent of this recognition may be
determined in the procedure.
- QUORUM. Unless the articles of incorporation or the Business
Corporation Code provides otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for
action on that matter. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.
- VOTING. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless the
articles of incorporation, a Bylaw authorized by the articles under Section
14-2-1021 of the Business Corporation Code, or the Business Corporation Code
requires a greater number of affirmative votes.
7. ACTION WITHOUT MEETING. Action required or permitted by the
provisions of the Business Corporation Code to be taken at a shareholders'
meeting may be taken without a meeting in accordance with the provisions of
Section 14-2-704 of the Business Corporation Code if the action is taken by
persons who would be entitled to vote at a meeting shares having voting power to
cast not less than the minimum number (or numbers, in the case of voting by
groups) of votes that would be necessary to authorize or take the action at a
meeting at which all shareholders entitled to vote were present and voted.
8. ADJOURNMENT. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. Directors shall be natural persons who
are eighteen years of age or older, but need not be shareholders, citizens of
the United States, or a residents of the State of Georgia. The initial Board of
Directors consists of two (2) persons, which shall be the number of directors
until changed. Thereafter, the number of directors shall not be less than one
(1) nor more than seven (7). The number of directors may be fixed or changed
from time to time, within such minimum and maximum, by the shareholders or by
the Board of Directors. If not so fixed, the number shall be two (2). The number
of directors shall never be less than one.
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3. TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors, but only for a term of office
continuing until the next election of directors by the shareholders and until
the election and qualification of the successor. Despite the expiration of a
director's term, he continues to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy; or if the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. The Board of Directors may hold regular or special meetings
in or out of the State of Georgia at such place as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Code or by these Bylaws before or after the date and time stated in
the notice. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Except as hereinbefore provided, a waiver shall
be in writing, signed by the director entitled to the notice, and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.
- QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a
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quorum is present when a vote is taken, the affirmative vote of a majority of
directors present shall be the act of the Board of Directors. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through use of, any means of communication by
which all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.
- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 14-2-808
of the Business Corporation Code.
6. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The provisions of Sections 14-2-820 through 14-2-824 of the
Business Corporation Code, which govern meetings, action without meetings,
notice and waiver of notice, and quorum and voting requirements, apply to
committees and their members as well. To the extent specified by the Board of
Directors or these Bylaws, each committee may exercise the authority of the
Board of Directors under Section 14-2-801 of the Business Corporation Code
except such authority as may not be delegated under the Business Corporation
Code.
7. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Code to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action must be evidenced by one or more written consents describing the action
taken, signed by each director, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records.
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ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the corporation.
A duly appointed officer may appoint one or more officers or assistant
officers.
Each officer of the corporation shall have the authority and shall
perform the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers; provided, that the Secretary shall have the responsibility for
preparing minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation, and provided further, that unless the
Articles of Incorporation or a resolution of the Board of Directors provide
otherwise, the President shall have the authority to conduct all ordinary
business and may execute and deliver on behalf of the corporation any contract,
conveyance, or similar document not requiring approval by the Board of Directors
or shareholders as provided in the Business Corporation Code.
The Board of Directors may remove any officer at any time with or
without cause.
ARTICLE IV
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed at December 31 of
each year, and shall be subject to change, by the Board of Directors.
ARTICLE VII
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CONTROL OVER BYLAWS
The corporation's Board of Directors may amend or repeal the Bylaws,
except as otherwise required by the Business Corporation Code. Notwithstanding
the foregoing provision, the corporation's shareholders may amend or repeal the
Bylaws or adopt new Bylaws.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Carpet Recycling of Georgia, Inc., a corporation of the State
of Georgia, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated:
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Secretary
(SEAL)
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