B Y - L A W S
of
REED-LALLIER CHEVROLET, INC.
Article I
OFFICES
Section 1. Principal Office: The principal office of the Corporation
shall be located at 412 West Russell Street, Fayetteville,
North Carolina 28301.
Section 2. Registered Office: The registered office of the Corporation
required by law to be maintained in the State of North
Carolina may be, but need not be, identical with the
principal office. Until otherwise changed, by the Board of
Directors, the registered office shall be 412 West Russell
Street, Fayetteville, North Carolina, 28301.
Section 3. Other Offices: The Corporation may have offices
at such other places, either within or without the state of
North Carolina, as the Board of Directors may from time to
time determine, or as the affairs of the Corporation may
require.
Article II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting: All meetings of shareholders shall be
held at the principal office of the Corporation or at such
other place, within or without the State of North Carolina,
as shall be designated in the notice of the meeting or
agreed upon by a majority of the shareholders entitled to
vote thereat.
Section 2. Annual Meetings: The annual meetings of the shareholders
shall be held on the first Monday during the month of March
of each year, for the purpose of electing directors of the
Corporation and for the transaction of such other business
as may be properly brought before the meeting.
Section 3. Substitute Annual Meetings: If the annual meeting shall not
be held on the date designated by these by-laws, a
substitute annual meeting may be called in accordance with
the provisions of Section 4 of this Article. A meeting so
called shall be designated and treated for all purposes as
the annual meeting.
Section 4. Special Meetings: Special meetings of the shareholders may
be called at any time by the President, Secretary or Board
of Directors of the Corporation, or by any shareholder
pursuant to the written consent of the holders of not less
than one-tenth of all the shares entitled to vote at the
meeting.
Section 5. Notice of Meetings: Written or printed notice stating the
time and place of the meeting shall be delivered not less
than ten nor more than fifty days before the date thereof,
either personally or by mail, by or at the direction of the
President, the Secretary or other person calling the
meeting, to each shareholder of record entitled to vote at
such meeting.
In case of an annual or substitute annual meeting, the
notice of meeting need not specifically state the business
to be transacted thereat unless it is a matter, other than
election of directors, on which the vote of shareholders is
expressly required by the provisions of the North Carolina
Business Corporation Act. In case of a special meeting, the
notice of meeting shall not specifically state the purpose
or purposes for which the meeting is called.
When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of
an original meeting. When a meeting is adjourned for less
than thirty days in any one adjournment, it is not
necessary to give notice of the adjourned meeting other
than by announcement at the meeting at which the
adjournment is taken.
Section 6. Voting Lists: At least ten days before each meeting of
shareholders, the Secretary of the Corporation shall prepare
an alphabetical list of the shareholders entitled to vote at
such meetings, with the address of and number of shares held
by each, which list shall be kept on file at the registered
office of the Corporation for a period of ten days prior to
such meeting, and shall be subject to inspection by any
shareholder at any time during the usual business hours.
This list shall be subject to inspection by any shareholder
during the whole time of the meeting.
Section 7. Quorum: The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute
a quorum at meetings of shareholders. If there is no quorum
at the opening of a meeting of shareholders, such meeting
may be adjourned from time to time by the vote of a majority
of the shares voting on the motion to adjourn; and, at any
adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the
original meeting.
The shareholders at a meeting at which a quorum is present,
may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
Section 8. Voting of Shares: Each outstanding share having voting
rights shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders.
Except in the election of directors, the vote of a majority
of the shares voted on any matter at a meeting of
shareholders at which a quorum is present shall be the act
of the shareholders on that matter, unless the vote of a
greater number is required by law or by the charter or
by-laws of this Corporation.
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Voting on all matters except the election of directors
shall be by voice vote or by a show of hands unless the
holders of one-tenth of the shares represented at the
meeting shall, prior to the voting on any matter, demand a
ballot vote on that particular matter.
Section 9. Informal Action by Shareholders: Any action which may be
taken at a meeting of the shareholders may be taken without
a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the persons who would
be entitled to vote upon such action at a meeting, and
filed with the Secretary of the Corporation to be kept in
the Corporate Minute Book.
Article III
DIRECTORS
Section 1. General Powers: The business and affairs of the corporation
shall be managed by the Board of Directors or by such
Executive Committees as the Board of Directors may
establish pursuant to these by-laws.
Section 2. Number, Term and Qualification: The number of Directors of
the Corporation shall be three (3). Each director shall
hold office until his death, resignation, retirement,
removal, disqualification or his successor is elected and
qualifies. Directors need not be residents of the State of
North Carolina or shareholders of the Corporation.
Section 3. Election of Directors: Except as provided in Section 6 of
this Article, the directors shall be elected at the annual
meeting of the shareholders, and those persons who receive
the highest number of votes shall be deemed to have been
elected. If any shareholder so demands, election of
Directors shall be by ballot.
Section 4. Cumulative Voting: Every shareholder entitled to vote at
an election of Directors shall have the right to vote the
number of shares standing of record in his name for as many
persons as there are directors to be elected and for whose
election he has a right to vote, or to cumulate his vote by
giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall
equal, or by distributing such votes on the same principal
among any number of such candidates. This right of
cumulative voting shall not be exercised unless some
shareholder or proxy holder announces in open meeting,
before the voting for the Directors starts, his intention to
vote cumulatively and shall thereupon grant a recess of not
less than one nor more than four hours, as he shall
determine, or of such other period of time as if unanimously
then agreed upon.
Section 5. Removal: Directors may be removed from office with or
without cause by a vote of shareholders holding a majority
of the shares entitled to vote at an election of Directors.
However, unless the entire Board is removed, an individual
director may not be removed if the number of shares voting
against the removal would be
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sufficient to elect a director if such shares were voted
cumulatively at an annual election. If any directors are so
removed, new directors may be elected at the same meeting.
Section 6. Vacancies: A vacancy occurring in the Board of Directors
may be filled by a majority of the remaining directors,
though less than a quorum, or by the sole remaining
director; but a vacancy created by an increase in the
authorized number of Directors shall be filled only by
election at an annual meeting or at a special meeting of
shareholders called for that purpose. The shareholders may
elect a director at any time to fill any vacancy not filled
by the Directors.
Section 7. Chairman: There may be a Chairman of the Board of Directors
elected by the director from their number at any meeting
of the Board. The Chairman shall preside at all
meetings of the Board of Directors and perform such other
duties as may be directed by the Board.
Section 8. Compensation: The Board of Directors may compensate
directors for their services as such and may provide for
the payment of all expenses incurred by directors in
attending regular and special meetings of the Board.
Section 9. Executive Committee: The Board of Directors may, by
resolution adopted by a majority of the number of
directors, fixed by these laws, designate two or more
directors to constitute an Executive Committee, which
committee to the extent provided in such resolution, shall
have and may exercise all of the authority of the Board of
Directors, in the management of the Corporation.
Article IV
MEETINGS OF DIRECTORS
Section 1. Regular Meetings: A regular meeting of the Board of
Directors shall be held immediately after, and at the same
place, as the annual meeting of shareholders. In addition,
the Board of Directors may provide, by resolution, the time
and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.
Section 2. Special Meetings: Special meetings of the Board of
Directors may be called by or at the request of the
President or any two Directors. Such meetings may be held
either within or without the State of North Carolina.
Section 3. Notice of Meetings: Regular meetings of the Board of
Directors may be held without notice.
The person or persons calling a special meeting of the
Board of Directors shall, at least two days before the
meeting, give notice thereof by any usual means of
communication. Such notice need not specify the purpose for
which the meeting is called.
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Attendance by 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.
Section 4. Quorum: A majority of the Directors fixed by these by-laws
shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors.
Section 5. Manner of Acting: Except as otherwise provided in this
section, 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. The vote of a majority of the
number of directors fixed by these by-laws shall be
required to adopt a resolution constituting an Executive
Committee. The vote of a majority of the Directors then
holding office shall be required to adopt, amend or repeal
a by-law or to adopt a resolution dissolving the
Corporation without action by the shareholders. Vacancies
in the Board of Directors may be filled as provided in
Article 111, Section 6 of these by-laws.
Section 6. Informal Action by Directors: Action taken by a majority of
the Directors without a meeting is nevertheless Board
action if written consent to the action in question is
signed by all the Directors and filed with the minutes of
the proceedings of the Board, whether done before or after
the action so taken.
Article V
OFFICERS
Section 1. Number: The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer and such
Vice-Presidents, Assistant Secretaries, Assistant
Treasurers and other officers as the Board of Directors may
from time to time elect. Any two or more offices may be
held by the same person.
Section 2. Election and Term: The officers of the Corporation shall be
elected by the Board of Directors. Such elections may be
held at any regular or special meeting of the Board. Each
officer shall hold office until his death, resignation,
retirement, removal, disqualification, or his successor is
elected and qualifies.
Section 3. Removal: Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board with or
without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Section 4. Compensation: The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
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Section 5. President: The President shall be the principal executive
officer of the Corporation, and subject to the control of
the Board of Directors, shall supervise and control the
management of the Corporation in accordance with these
by-laws.
He shall, when present, preside at all meetings of
shareholders. He shall sign, with other proper officer,
certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which may
be lawfully executed on behalf of the Corporation, except
where required or permitted by law to be otherwise signed
and executed and except where the signing and execution
thereof shall be delegated by the Board of Directors to
some other officer or agent; and, in general, he shall
perform all duties incident to the office of the President
and such other duties as may be prescribed by the Board of
Directors from time to time.
Section 6. Vice-President: The Vice-President in the order of their
election, unless otherwise determined by the Board of
Directors, shall in the absence or disability of the
President, perform the duties and exercise the powers of
that office. In addition, they shall perform such duties
and have such other powers as the Board of Directors shall
prescribe.
Section 7. Secretary: The Secretary shall keep accurate records of
the acts and proceedings of all meetings of shareholders and
Directors. He shall give all notices required by law and by
these by-laws. He shall have general charge of all corporate
books and records and of the corporate seal, and he shall
affix the corporate seal to any lawfully executed instrument
requiring it. He shall then have general charge of the stock
transfer books of the Corporation and shall keep, at the
registered or principal office of the Corporation, a record
of shareholders showing the name and address of each
shareholder and the number and class of the shares held by
each. He shall then sign such instruments as may require his
signature, and, in general, shall perform all duties
incident to the office of Secretary and such other duties as
may be assigned him from time to time by the President or by
the Board of Directors.
Section 8. Treasurer: The Treasurer shall have custody of all funds
and securities belonging to the Corporation and shall
receive, deposit, or disburse the same under the direction
of the Board of Directors. He shall keep full and accurate
accounts of the finances of the Corporation in books
especially provided for that purpose; and he shall cause a
true statement of its assets and liabilities as of the close
of each fiscal year and of the results of its operations and
of charges in surplus for each fiscal year all in reasonable
detail, including particulars as to convertible securities
then outstanding, to be made and filed at the registered or
principal office of the Corporation within four months after
the end of such fiscal year. The statement so filed shall be
kept available for inspection by any shareholder for a
period of ten years; and the Treasurer shall mail or
otherwise deliver a copy of the latest such statement to any
shareholder upon his written request therefor. The Treasurer
shall, in general, perform all duties incident to this
office and such other duties as
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may be assigned to him from time to time by the President
or by the Board of Directors.
Section 9. Assistant Secretaries and Treasurers: The Assistant
Secretaries and Assistant Treasurers shall, in the absence
or disability of the Secretary or the Treasurer,
respectively, perform the duties and exercise the powers of
those offices, and they shall, in general, perform such
other duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the President or
Board of Directors.
Section 10. Bonds: The Board of Directors may, by resolution, require
any or all officers, agents and employees of the
Corporation to give bond to the Corporation, with
sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices or
position, and to comply with such other conditions as may
from time to time be required by the Board of Directors.
Article VI
CONTRACTS, LOANS 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 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 and Drafts: All checks, drafts or other orders for
the payment of money 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 depositories as the Board of
Directors shall direct.
Article VII
CERTIFICATES FOR SHARES: THEIR TRANSFER
Section 1. Certificates for Shares: Certificates representing shares
of the Corporation shall be issued, in such form as the
Board of Directors shall determine, to every shareholder for
the fully paid shares owned by him. These certificates shall
be signed by the President or any Vice-President and the
Secretary, Assistant Secretary, Treasurer or Assistant
Treasurer. They shall be consecutively numbered
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or otherwise identified; and the name and address of the
persons to whom they are issued with the number of shares
and the date of issue, shall be entered on the stock
transfer books of the Corporation.
Section 2. Transfer of Shares: Transfer of shares shall be made on the
stock transfer books of the Corporation only upon surrender
of the certificates for the shares sought to be transferred
by the record holder thereof, or by his duly authorized
agent, transferee or legal representative. All certificates
surrendered for transfer shall be cancelled before new
certificates for the transferred shares shall be issued.
Section 3. Closing Transfer Books and Fixing Record Date: For the
purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholder or any adjournment
thereof, or entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty 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 record date in
any case to be not more than fifty days, and in case of a
meeting of shareholders, not less than ten days immediately
preceding 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 to vote at a meeting of
shareholders, or shareholders 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 of
Directors declaring such dividend is adopted, as the case
may be shall be the record date for such determination of
shareholders.
Section 4. Lost Certificates: The Board of Directors may authorize
the issuance of a new share certificate in place of a
certificate claimed to have been destroyed, upon receipt of
an affidavit of such fact from the person claiming the loss
or destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the
Corporation a bond in such sum as it may direct to
indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or
destroyed; or the Board may, by resolution reciting that
the circumstances justify such action, authorize the
issuance of the new certificate without requiring such
a bond.
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Article VIII
INDEMNIFICATION
Section 1. Third Party Action: Under the circumstances prescribed in
Sections 3 and 4 of this Article, the corporation shall
indemnify and hold harmless any person who was or is a party
or is threatened to be made a party of any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee
or agent of another corporation, or is or was serving at the
request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in a manner which he reasonably
believed to be in or nor opposed to the best interests of
the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 2. Corporate Action: Under the circumstances prescribed in
Sections 3 and 4 of this Article, the corporation shall
indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the
request of the corporation as director, officer, employee or
agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorney's
fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to the indemnity for such
expenses which the court shall deem proper.
Section 3. Merits of the Action: To the extent that a director,
officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any
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action, suit or proceeding referred to in Sections 1 and 2
of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Case by Case Determination: Except as provided in Section
3 of this Article and except as may be ordered by a court,
any indemnification under Sections 1 and 2 of this Article
shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2. Such determination
shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or even if obtainable, if a quorum
of disinterested directors so directs, by the firm of
independent legal counsel then employed by the corporation,
in a written opinion.
Section 5. Expenses of Litigation: Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this
Article.
Section 6. Other Rights: The indemnification by this Article shall not
be deemed exclusive of any other right to which the persons
indemnified hereunder shall be entitled and shall inure to
the benefit of the heirs, executors or administrators of
such persons.
Section 7. Insurance: The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to
indemnify against such liability under the provisions of
this Article.
Section 8. Shareholder Notification: If any expenses or other
amounts are paid by way of indemnification, otherwise than
by court order or by an insurance carrier pursuant to
insurance maintained by the corporation, the corporation
shall, not later than the next annual meeting to the
shareholders, unless such meeting is held within three
months from the date of such payment, and, in any event,
within fifteen months from the date of such payment, sent by
first class mail to its shareholders of record at the time
entitled to vote for the election of directors. a statement
specifying the
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persons paid, the amounts paid, and the nature and status
at the time of such payment of the litigation or threatened
litigation.
Article IX
GENERAL PROVISIONS
Section 1. 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 by its charter.
Section 2. Seal: The corporate seal of the Corporation shall consist
of two concentric circles between which is the name of the
Corporation and in the center of which is inscribed SEAL:
and such seal, as impressed on the margin hereof, is hereby
adopted as the corporate seal of the Corporation.
Section 3. Waiver of Notice: Whenever any notice is required to be
given to any shareholder or director under the provisions
of the North Carolina Business Corporation Act or under the
provisions of the charter or by-laws of this Corporation, a
waiver thereof in writing signed by the person or persons
entitled to such notice whether before or after the time
stated therein, shall be equivalent to the giving of such
notice.
Section 4. Fiscal Year: Unless otherwise ordered by the Board of
Directors, the fiscal year of the Corporation shall be
December 31 of the calendar year.
Section 5. Amendments: Except as otherwise provided herein, these
by-laws may be amended or repealed and new by-laws may be
adopted by the affirmative vote of a majority of the
directors then holding office at any regular or special
meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a
by-law:
(1) requiring more than a majority of the voting shares
for a quorum at a meeting of shareholders or more
than a majority of the votes cast to constitute
action by the shareholders, except where higher
percentages are required by law;
(2) providing for the management of the Corporation
otherwise than by the Board of Directors or its
Executive Committee;
(3) increasing or decreasing the number of directors;
(4) classifying and staggering the election of directors;
and
(5) affecting the authority of the shareholders to elect
directors.
No by-laws required to be adopted or amended by the
shareholders shall be altered or repealed by the Board of
Directors.