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BYLAWS OF
MERRY LAND PROPERTIES, INC.
ARTICLE I
STOCKHOLDERS' MEETINGS
Section 1. Annual Meetings. The annual meeting of the stockholders shall be
held on the third Tuesday in the month of April of each year, or if such day
shall be a legal holiday, then on the next succeeding day not a legal holiday,
at 10:00 a.m., for the election of directors and the transaction of such other
business as may come before the meeting. If the annual meeting shall not be held
on the day designated herein or on any subsequent date to which the annual
meeting may be adjourned, the Board of Directors shall cause the annual meeting
to be held at a special meeting of the stockholders, as soon thereafter as
conveniently may be.
Section 2. Special Meetings. Special meetings of the stockholders for any
purpose may be held whenever called by the President, the Chairman of the Board
of Directors, any two directors, stockholders holding an aggregate of 25% of the
voting stock of the Corporation, or a majority of the Board of Directors.
Section 3. Place of Meeting. All meetings of the stockholders of the
Corporation for the election of directors, or for any other purpose, shall be
held at the place designated in the call and notice of the meeting, whether
within or without the State of Georgia.
Section 4. Notice of Meetings. Notice of each meeting of the stockholders,
whether annual or special, shall, at least ten, but not more than fifty days
before the day set for the meeting, be given to each stockholder of record
entitled to vote, by delivering a written notice thereof to him, personally or
by mailing such notice, postage prepaid, addressed to him at his address
registered on the stock transfer books of the Corporation. Such notice shall
state the time and place of the meeting and, in the case of special meetings, in
general terms the purposes thereof. If mailed, such notice shall be deemed
delivered when deposited in the United States mail, addressed to the stockholder
at his address of record, with postage thereon prepaid.
Section 5. Quorum. Except as otherwise required by statute, at any meeting
of the stockholders, the holders of a majority of the stock of the Corporation
having voting rights shall be present in person or represented by proxy and
shall constitute a quorum. In the absence of a quorum, the holders of a majority
of the stock represented may adjourn the meeting from time to time, but not for
a period of more than thirty days at any one time, until a quorum shall attend.
At any such adjourned meeting at which a quorum shall be represented, any
business may be transacted which might have been transacted at the meeting
originally called. No notice of an adjourned meeting need be given.
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Section 6. Voting. Except as otherwise provided by law, the Articles of
Incorporation, or these by-laws, every stockholder shall be entitled to one vote
for each share standing in his name on the records of the Corporation. Except as
provided herein or in the Articles of Incorporation or otherwise provided, all
corporate action shall be determined by a vote of a majority of the votes cast
at a meeting of the stockholders entitled to vote thereon.
Section 7. Proxy. At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 8. Organization. The Chairman of the Board of Directors, if elected
and present, or, if not, the President, or in his absence, the Vice President,
or in the absence of all of these, a Chairman selected by the stockholders,
shall preside. The Secretary shall act as Secretary at all meetings when
present, and in the absence of the Secretary, the presiding officer shall
appoint a Secretary.
ARTICLE II
DIRECTORS
Section 1. Number. The business and affairs of the Corporation shall be
managed and controlled by a Board of Directors consisting of at least five (5)
but not more than nine (9) members, as the Board of Directors may from time to
time determine. Notwithstanding the foregoing, the stockholders, by an
affirmative vote of at least a majority of all of the votes entitled to be cast
on the matter, and at least two-thirds of the shares voting, may from time to
time authorize the appointment of more than nine (9) directors. In no event
shall there be less than five (5) directors.
Notwithstanding anything to the contrary contained herein, the initial
Board of Directors shall be limited to the initial three Directors appointed by
the Incorporator. The initial Board of Directors shall elect at least two (2)
additional directors in accordance with the procedures set forth below for
filling vacancies.
Section 2. Classification. The directors shall be divided into three
classes as nearly equal in number as possible, with respect to the first time
for which they shall severally hold office. Directors of the First Class chosen
shall hold office until the first annual meeting of the shareholders following
their election; directors of the Second Class first chosen shall hold office
until the second annual meeting following their election; and directors of the
Third Class first chosen shall hold office until the third annual meeting
following their election. At each annual meeting of shareholders held
thereafter, directors shall be chosen for a term of three (3) years to succeed
those whose terms expire.
Section 3. Vacancies. Any vacancy in the Board of Directors resulting from
the death, resignation or retirement of a director, or any other cause other
than removal by the shareholders or increase in the number of directors, shall
be filled by a majority vote of the remaining directors,
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though less than a quorum, for a term corresponding to the unexpired term of
his predecessor in office.
Newly created directorships resulting from any increase in the authorized
number of directors shall be filled by a majority vote of the remaining
directors, though less than a quorum, and the directors so chosen shall hold
office for a term expiring at the next annual meeting of shareholders at which a
successor shall be elected and shall qualify.
Section 4. Removal. At any meeting of the shareholders called for the
purpose, the entire board of directors or any individual director may be removed
from office, with or without cause, by the affirmative vote of at least a
majority of all of the votes entitled to be cast on the matter, and at least
two-thirds of the shares voting.
Section 5. Amendment. Notwithstanding anything contained in these Bylaws to
the contrary, the affirmative vote of at least a majority of all of the votes
entitled to be cast for the election of directors, and at least two-thirds of
the shares voting shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article.
Section 6. Place of Meeting. The directors may hold their meetings at such
places, either within or without the State of Georgia as the Board may from time
to time determine.
Section 7. Annual Meetings. The Board of Directors shall meet as soon as
practicable after the annual election of directors at the place of the annual
meeting of the stockholders of the Corporation for the purpose of organization
and the transaction of other business. No notice of such meeting shall be
required. Such meeting may, however, be held at some other time and place which
shall be specified in a notice given as hereinafter provided for special
meetings of the Board.
Section 8. Regular and Special Meetings. The Board of Directors may hold
regular meetings between the annual stockholders' meetings at such times as they
may determine, and may hold special meetings whenever called by the Chairman of
the Board, the President, any Vice President in the absence of the President,
the Secretary, or any two members of the Board. Notice of regular and special
meetings shall be given at least two days in advance of the meeting. Notice of
any special or regular meeting of the Board shall be given in person or by mail,
telephone, or telegraph, and the purpose need not be stated. Except as otherwise
required by statute or by the notice of the meeting, any and all business may be
transacted at any regular or special meeting of the Board.
Section 9. Quorum. A majority of the directors shall constitute a quorum;
and it shall be necessary for at least a majority of those directors present at
any meeting to agree upon any resolution or action of the Board for it to be
valid and effective.
Section 10. Compensation of Directors. The board of may fix the
compensation of the directors and the Board may allow a fixed sum and expenses
of attendance, if any; but nothing herein contained shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.
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Section 11. Chairman. At all meetings of the Board of Directors, the
Chairman of the Board, the President, or a Vice President shall preside, in the
order stated.
Section 12. Election of Officers. The Board of Directors shall elect all
officers and fix their compensation and may exercise all powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 13. Committees. The Board of Directors may, from time to time,
appoint committees, including an Executive Committee, for any purpose, and by
majority vote of the entire Board, may delegate to any such committee, or to any
officer or officers, such powers as the Board may deem expedient.
Each committee shall consist of at least two directors, except that a
committee authorized to agree upon and execute an underwriting or other
agreement in connection with a public offering of securities shall consist of
one or more directors.
The Executive Committee shall have all of the authority of the Board of
Directors, except the authority to:
(1) approve or propose to shareholders action which the Georgia
Business Corporation Code requires to be approved by
shareholders;
(2) fill vacancies on the Board of Directors or on any of its
committees;
(3) amend articles of incorporation pursuant to Georgia Code Section
14-2-1002;
(4) adopt, amend, or repeal bylaws; or
(5) approve a plan of merger not requiring shareholder approval.
All committees having more than one member shall act by a majority of its
members.
Section 14. Informal Action. Any action required to be taken by the Board
of Directors or a Committee of the Board at a meeting may be taken without a
meeting if written consent, setting forth the action taken, shall be signed by
all the directors or committee members and filed with the minutes of the
proceedings of the Board or committee. Such consent shall have the same effect
as though the action had been taken at a regular meeting.
ARTICLE III
OFFICERS
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Section 1. Executive Officers. The executive officers of the Corporation
shall be a President (who shall be a director), one or more Vice Presidents, a
Secretary and a Treasurer, who shall be elected by the Board of Directors. The
Board of Directors may, if it is deemed desirable, elect a Chairman of the Board
of Directors, one or more assistants to the President, one or more assistant
Secretaries and one or more assistant Treasurers. Any two of said offices may be
held by a single person, provided that the office of President and the office of
Secretary shall be held by separate persons.
Section 2. Subordinate Officers. The Board of Directors or the President
may appoint other officers or agents as shall be deemed necessary for
efficiently carrying on the business of the Corporation, especially including
general and local managers and cashiers, and all other officers so appointed
shall hold their offices for such term and shall exercise such powers and
perform such duties and receive such compensation as shall be determined from
time to time by the Board of Directors, or, in the absence of such action by the
Board, as shall be determined by the President.
Section 3. Tenure of Officers. The officers of the Corporation shall hold
office until their successors are chosen and qualify in their stead. Any officer
elected by the directors may be removed, either with or without cause, at any
time by a majority vote of the directors; and any officer appointed by the
President may be removed, either with or without cause, at any time by the
President. If the office of any official of the Corporation becomes vacant for
any reason, the vacancy shall be filled by affirmative action of like character
to that which would have been required to remove such official.
Section 4. Chairman of the Board. Should the Board of Directors elect a
Chairman, he shall preside at all meetings of the Board and at all meetings of
the stockholders. He shall, where authorized by the Board of Directors, be the
chief executive officer of the Corporation and have all powers pertaining to the
office of chief executive.
Section 5. President. Unless a Chairman is appointed, the President shall
be the chief executive officer of the Corporation. The President shall have
active and general management of the affairs and business of the Corporation,
except to the extent that such duties are assigned to the Chairman. In the
absence of a Chairman, the President shall preside at all meetings of
stockholders and directors, and shall see that all resolutions and orders of the
stockholders and directors are carried into effect. He shall do and perform all
such duties as may from time to time be assigned to him by the stockholders,
directors or Chairman (if the Chairman has been given the authority of the chief
executive officer). In the absence of a Chairman, the President shall preside at
each annual meeting, and, when called for by vote of the stockholders, at any
special meeting of the stockholders, and shall provide a full and clear
statement of the business and condition of the Corporation, including a report
of operating results for the preceding period and such recommendations as he may
think proper for best promoting the interests of the Corporation. The President
shall be ex-officio a member of all standing committees; he, together with the
Secretary, shall sign all certificates of capital stock and shall perform such
other duties as are incidental to his office; he shall direct the activities and
business of the Corporation and shall have all of the authority and general
powers of supervision and management usually vested in the office of the
president of a corporation and also those usually exercised by a general manager
in charge of plan and operations.
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Section 6. Vice President. A Vice President shall do and perform the usual
duties incident to such office and shall do and perform the duties of the
President in the absence or disability of the President. Should there be several
Vice Presidents, in the absence of designation by the President or by the Board
of Directors, they shall act in the place of the President in the order in which
they were elected at the last election as recorded in the minutes. A Vice
President shall also perform such additional duties, if any, as may be required
of him by the Board of Directors or the President.
Section 7. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of the stockholders upon a book to be kept for that purpose; and shall
perform like services for any committees, if any, to which may be delegated
special duties to be performed on behalf of the Corporation; he shall send
copies of such minutes to absent directors and committeemen. He shall give, or
cause to be given, notice of all meetings of the stockholders and the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
keep in safe custody the seal of the Corporation, and when authorized by the
President or by the Board, shall affix the same to any instruments requiring it.
When so affixed, it shall be attested by his signature or by the signature of
the Treasurer. He shall have custody of the stock books of the Corporation, and
be authorized to sign, and affix the seal to, certificates of the capital stock
of the Corporation when executed by the President. In the absence of the
Secretary, an assistant Secretary, or Secretary pro tempore, may perform all of
his duties.
Section 8. Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories or savings and loan associations as may be
designated by the Board of Directors. In the absence of the Treasurer, the
assistant Treasurer may perform all of his duties.
The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, with the approval of the President, taking proper
vouchers for all such disbursements, and shall render to the President and
directors at the regular meetings of the Board, or whenever they may require it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.
Section 9. Compensation. The compensation of all officers of the
Corporation shall be fixed, from time to time, by the Board of Directors.
ARTICLE IV
CAPITAL STOCK
Section 1. Stock Certificates. The certificates of stock of the Corporation
shall be numbered and shall be entered on the books of the Corporation as they
are issued. They shall exhibit the holders' name and number of shares and shall
be signed by the President or Vice
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President and the Secretary or Assistant Secretary, and shall be under the
seal of the Corporation. The signatures of such officers upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation.
Section 2. Transfer Agents. The Board of Directors may, in its discretion,
appoint responsible banks or trust companies in such city or cities as the board
may deem advisable, from time to time, to act as transfer agents or registrar of
the stock of the Corporation; and, upon such appointments being made, no stock
certificate thereafter executed in behalf of the Corporation shall be valid
until countersigned by one of such transfer agents.
Section 3. Transfer of Stock. Shares of stock may be transferred by
delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by written power of attorney to sell,
assign and transfer the same, signed by the record holders thereof; but no
transfer shall affect the right of the Corporation to pay any dividend upon the
stock to the holder of record thereof, or to treat the holder of record as the
holder in fact thereof for all purposes, and no transfer shall be valid, except
between the parties thereto, until such transfer shall have been made upon the
books of the Corporation.
Section 4. Closing of Transfer Books. The Board of Directors may close the
transfer books in their discretion, for a period of not exceeding twenty days
preceding the day appointed for the payment of dividends.
Section 5. Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any shares of stock as the holder in fact thereof,
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as may be expressly provided by
the laws of the State of Georgia.
ARTICLE V
NOTICE AND WAIVER OF NOTICE
Section 1. Any notice required to be given under these bylaws to any
stockholder or director may be waived. Attendance at a meeting either in person
or by proxy shall constitute waiver of notice of that meeting.
ARTICLE VI
BANK ACCOUNTS, CHECKS, SECURITIES
AND SEALING DOCUMENTS
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Section 1. Company Funds. Bank accounts for the deposit of funds of the
Corporation may be opened in such banks as may be selected and designated from
time to time by the Board of Directors. Funds of the Corporation may also be
invested in such savings and loan associations as may be designated from time to
time by the Board of Directors.
Section 2. Checks. Said banks and savings and loan associations are
authorized to make payments from the funds of the Corporation on deposit or
invested with them, such payments to be made upon presentation of checks or
withdrawal orders signed by such official or officials as may be designated from
time to time by the Board of Directors. The use of facsimile signatures of such
officials may be authorized by the Board of Directors.
Section 3. Bonds. The officers and employees shall furnish such bonds, if
any, for the faithful performance of their duties as may be required by the
Board of Directors.
Section 4. Sealed Instruments. The President, a Vice President, the
Secretary or Assistant Secretary, and Treasurer, when two of them shall act
jointly, are empowered to use the corporate seal of the Corporation whenever
required on contracts and other instruments.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. These bylaws may be altered, amended or repealed by the
affirmative vote of at least two-thirds of all of the directors then holding
office at any regular or at any special meeting of the Board, if notice of the
proposed alteration, amendment or repeal be contained in the notice of the
meeting. However, any bylaws adopted by the Board of Directors may be altered,
amended or repealed, and new bylaws may be adopted by the stockholders. The
stockholders may prescribe that any bylaw or bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors.
ARTICLE VIII
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
All requirements of Part 3, Article 11, Chapter 2, Title 14 of the Official
Code of Georgia Annotated ("O.C.G.A.") shall apply to this Corporation.
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