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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
LINK2GOV CORP.
ARTICLE I
CORPORATE OFFICES
The registered office of the Corporation within the State of Tennessee
shall be located at One Burton Hills Boulevard, Suite 300, Nashville, Tennessee.
The Corporation may also have such other offices, including its principal
office, at such places, within or without the State of Tennessee, as the board
of directors may from time to time designate or the business of the Corporation
may require.
ARTICLE II
SHAREHOLDERS' MEETING
Section 1. Annual Meetings. The annual meeting of shareholders shall be
held on such date during the year and at such time as may be designated by the
board of directors and stated in the notice of meeting, for the purpose of
electing directors and transacting such other business as may be properly
brought before the meeting.
Section 2. Special Meetings. The Corporation shall hold a special
meeting of shareholders only in the event of a call of the Board of Directors of
the corporation or by the Chief Executive Officer or President of the
Corporation.
Section 3. Notice of Meetings. A written notice of each meeting of
shareholders stating the place, date and time of the meeting, and, in the case
of a special meeting, describing the purpose or purposes for which the meeting
is called, shall be given to each shareholder entitled to notice of such meeting
not less than ten days nor more than two months before the date of the meeting.
Section 4. Place of Meetings. Meetings of shareholders shall be held at
such places, within or without the State of Tennessee, as may be designated by
the board of directors and stated in the notice of meeting.
Section 5. Quorum. The holders of shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum exists
with respect to that matter. Unless the charter or the Act provides otherwise,
the holders of a majority of the votes entitled to be cast on a matter by a
voting group constitute a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, the holder 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.
Section 6. Voting. Directors shall be elected by a plurality of the
votes cast by shareholders entitled to vote in the election at a meeting at
which a quorum is present. Shareholder action on any other matter is approved by
a voting group, if the votes cast by
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shareholders within the voting group in favor of the action exceed the votes
cast by shareholders within the voting group in opposition to such action,
unless the charter or the Act provides otherwise. If two or more groups are
entitled to vote separately on a matter, action on the matter is approved only
when approved by each voting group.
Section 7. Adjournment. If a meeting of shareholders is adjourned to
another date, time or place, notice need not be given of the adjourned meeting
if the new date, time and place are announced at the meeting before the
adjournment. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the time originally designated for the
meeting if a quorum existed at the time originally designated for the meeting;
provided, however, if a new record date is or must be fixed under the Act or
these bylaws, a notice of the adjourned meeting must be given to shareholders as
of the new record date.
Section 8. Proxies. A shareholder may appoint a proxy to vote at a
meeting of shareholders or otherwise act for him by signing an appointment form,
either personally or by his attorney-in-fact. An appointment of a proxy is
effective when received by the secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven months, unless another period
is expressly provided for in the appointment form. An appointment of a proxy is
revocable by the shareholder, unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
Section 9. Action by Written Consent. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting, if
all shareholders consent to the taking of such action without a meeting by
signing one or more written consents describing the action taken and indicating
each shareholder's vote or abstention on the action. The affirmative vote of the
number of shares which would be necessary to authorize or take action at a
meeting of shareholders is the act of the shareholders without a meeting. The
written consent or consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by written consent
is effective when the last shareholder signs the consent, unless the consent
specifies a different effective date.
Section 10. Notice of Nominations. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors authorized to make such nominations or by any shareholder
entitled to vote in the election of directors generally. However, any such
shareholder nomination may be made only if written notice of such nomination has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (a) with respect to
an election to be held at an annual meeting of shareholders, one hundred twenty
(120) days prior to the first anniversary of the date the Corporation's notice
of annual meeting was provided with respect to the previous year's annual
meeting, and (b) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
shareholders. In the case of any nomination by the Board of Directors or a
committee appointed by the Board of Directors authorized to make such
nominations, compliance with the proxy rules of the Securities and Exchange
Commission shall constitute compliance with the notice provisions of the
preceding sentence.
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In the case of any nomination by a shareholder, each such notice shall
set forth: (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected); and (b) as to the shareholder giving
the notice (i) the name and address, as they appear on the Corporation's books,
of such shareholder, (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder, (iii) a representation that
the shareholder is a record or beneficial holder of at least one percent (1%) or
$1,000 in market value of stock of the Corporation entitled to vote at such
meeting; has held such stock for at least one year and shall continue to own
such stock through the date of such meeting; and intends to appear in person or
by proxy at the meeting to present the nomination; and (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
Section 11. Notice of New Business. At an annual meeting of the
shareholders only such new business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought before the meeting. To
be properly brought before the annual meeting such new business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For a proposal to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and the proposal and the shareholder must comply with Regulation 14A under the
Securities Exchange Act of 1934. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) calendar days prior to the
first anniversary of the date the Corporation's notice of annual meeting was
provided with respect to the previous year's annual meeting. If the Company did
not hold an annual meeting the previous year, or if the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
or sixty (60) calendar days after that anniversary, then, in order to be timely,
a shareholder's notice must be received at the principal executive offices of
the Corporation not more than ninety (90) calendar days before nor later than
the later of sixty (60) days prior to the date of such annual meeting or the
tenth day following the date on which public announcement of such annual meeting
is first made. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a shareholder's
notice as described above.
A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the
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proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, (d) a representation that the shareholder
is a record or beneficial holder of at least one percent (1%) or $1,000 in
market value of stock of the Corporation entitled to vote at such meeting; has
held such stock for at least one year and shall continue to own such stock
through the date of such meeting; and intends to appear in person or by proxy at
the meeting to present the proposal specified in the notice, and (e) any
financial interest of the shareholder in such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 11. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that new business or any
shareholder proposal was not properly brought before the meeting in accordance
with the provisions of this Section 11, and if he should so determine, he shall
so declare to the meeting that any such business or proposal not properly
brought before the meeting shall not be acted upon at the meeting. This
provision shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors and committees, but in
connection with such reports no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
Section 12. Conduct of Meetings. Meetings of the shareholders generally
shall follow accepted rules of parliamentary procedure, subject to the
following:
(a) The Chairman of the meeting shall have absolute authority
over the matters of procedure, and there shall be no appeal from the ruling of
the Chairman. If, in his absolute discretion, the Chairman deems it advisable to
dispense with the rules of parliamentary procedure as to any meeting of
shareholders or part thereof, he shall so state and shall state the rules under
which the meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents the continuation
of the legitimate business of the meeting, the Chairman may quit the chair and
announce the adjournment of the meeting; and upon so doing, the meeting is
immediately adjourned.
(c) The Chairman may ask or require that anyone not a bona
fide shareholder or proxy leave the meeting.
(d) The resolution or motion shall be considered for vote only
if proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.
(e) Except as the Chairman may permit, no matter shall be
presented to the meeting which has not been submitted for inclusion in the
agenda at least thirty (30) days prior to the meeting.
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ARTICLE III
RECORD DATE
In order that the Corporation may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other action,
the board of directors may fix, in advance, a record date, which shall not be
more than seventy nor less than ten days before the date of such meeting, nor
more than seventy days prior to any other action. If no record date is fixed,
(i) the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the day
before the day on which the first notice is given to such shareholders and (ii)
the record date for determining shareholders for any other purpose shall be at
the close of business on the day that the board of directors authorizes the
action. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting,
unless the board of directors fixes a new record date. The board of directors
must fix a new record date, if the meeting is adjourned to a date more than four
months after the date fixed for the original meeting.
ARTICLE IV
DIRECTORS
Section 1. Number and Term. The business and affairs of the Corporation
shall be managed by a Board of Directors, consisting of not less than three (3)
nor more than twelve (12) persons, the exact number to be fixed and determined
from time to time by resolution of a majority of the Board of Directors or by
the vote of at least 75% of the voting power of the shares entitled to vote at a
special meeting called for the purpose; provided, however, that in the event all
of the outstanding shares of the Corporation are held by fewer than three
holders, then the number of directors shall equal the number of shareholders and
not be divided into classes as provided in this Article IV, Section 1. Directors
need not be residents of the State of Tennessee or shareholders of the
Corporation. The Board of Directors shall be divided into three (3) classes of
as nearly equal size as possible. On the date of the adoption of these Amended
and Restated Bylaws, each director shall be classified in the following manner:
(a) the directors of Class I shall hold one year terms, (b) the directors of
Class II shall hold two year terms and (c) the directors of Class III shall hold
three year terms. At each annual meeting of shareholders beginning in 2001, the
directors of the class whose term expires at the time of such annual meeting
shall be elected to hold office until the third succeeding annual meeting after
their election or until their successors shall be elected and qualified.
Section 2. Committees. The board of directors, with the approval of a
majority of all the directors in office when the action is taken, may create one
or more committees. A committee shall consist of one or more directors who serve
at the pleasure of the board of directors. Any such committee, to the extent
specified by the board of directors, may exercise the authority of the board of
directors in supervising the management of the business and affairs of the
Corporation, except that a Committee may not: (i) authorize distributions,
except according to a formula or method prescribed by the board of directors;
(ii) approve or propose to shareholders action required by law to be approved by
shareholders; (iii) fill vacancies on the board of directors or any of its
committees; (iv)
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amend the charter; (v) adopt, amend or repeal bylaws; (vi) approve a plan of
merger not requiring shareholder approval; (vii) authorize or approve
reacquisition of shares, except according to a formula or method prescribed by
the board of directors; or (vii) authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
board of directors may authorize a committee or senior executive officer of the
Corporation to do so within limits specifically prescribed by the board of
directors. The provisions of Sections 7, 8, 9, 10, 11 and 12 of this Article IV
and of Article V applicable to the board of directors shall also apply to
committees.
Section 3. Compensation. Directors shall receive such compensation as
shall be fixed by the board of directors and shall be entitled to reimbursement
for any reasonable expenses incurred in attending meetings and otherwise
carrying out their duties. Directors may also serve the Corporation in any other
capacity and receive compensation therefor.
Section 4. Removal. Directors may be removed from office only for cause
by either (i) an affirmative vote of holders of 75% or more of the voting power
of the shares entitled to vote at a special meeting called for the purpose, or
(ii) a majority of the entire Board of Directors at a special meeting called for
the purpose.
Section 5. Resignation. A director may resign at any time by delivering
written notice to the Corporation, the board of directors, the chairman or the
president. A resignation is effective when the notice is delivered, unless the
notice specifies a later effective date.
Section 6. Vacancies. If a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors or a
vacancy resulting from the removal of a director, the board of directors may
fill such vacancy by an affirmative vote of a majority of the board of directors
then in office, even though the directors remaining in office may constitute
fewer than a quorum of the board of directors.
Section 7. Quorum and Voting. A quorum of the board of directors
consists of a majority of the number of directors fixed by the board of
directors pursuant to Section 1 of this Article IV. If a quorum is present when
a vote is taken, the affirmative vote of a majority of directors present is the
act of the board of directors, unless the charter requires the vote of a greater
number of directors.
Section 8. Regular Meetings. Regular meetings of the board of directors
may be held without notice at such places, within or without the State of
Tennessee, on such dates and at such times as the board of directors may
determine from time to time. Notice of a regular meeting shall be given if the
purpose, or one of the purposes, of the meeting is to remove a director or
directors pursuant to Section 4 of this Article IV.
Section 9. Special Meetings. Special meetings of the board of directors
may be called by the chairman of the board, the chief executive officer or the
president and shall be held at such places, within or without the State of
Tennessee, on such dates and at such times as may be stated in the notice of
meeting.
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Section 10. Notices. Special meetings of the board of directors must be
preceded by at least one days' notice of the date, time and place of the
meeting. The notice need not describe the purpose of the meeting, unless the
purpose, or one of the purposes, of the meeting is to remove a director or
directors pursuant to Section 4 of this Article IV. Notice of an adjourned
meeting need not be given, if the time and place to which the meeting is
adjourned are fixed at the meeting at which the adjournment is taken and if the
period of any one adjournment does not exceed one month.
Section 11. Meeting by Telephone. Any or all directors may participate
in a regular or special meeting by conference telephone or any other 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.
Section 12. Action by Written Consent. Any action required or permitted
to be taken at a meeting of the board of directors may be taken without a
meeting, if all directors consent to the taking of such action without a meeting
by signing one or more written consents describing the action taken and
indicating each director's vote or abstention on the action. The affirmative
vote of the number of directors that would be necessary to authorize or take
action at a meeting is the act of the board of directors without a meeting. The
written consent or consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by written consent
is effective when the last director signs the consent, unless the consent
specifies a different effective date.
ARTICLE V
WAIVER OF NOTICE
A shareholder or director may waive any notice required to be given by
the Act, the charter or these bylaws before or after the date and time stated in
the notice. The waiver must be in writing, signed by the shareholder or director
entitled to the notice and delivered to the Corporation and filed in the
Corporation's minutes or corporate records, except that a shareholder's or
director's attendance at or participation in a meeting may constitute a waiver
of notice under the Act. Neither the business to be transacted at, nor the
purpose of, any meeting of the shareholders or directors need be specified in
any waiver of notice.
ARTICLE VI
OFFICERS
Section 1. Election and Term. At the first meeting of the board of
directors following the annual meeting of shareholders, or as soon thereafter as
is conveniently possible, the board of directors shall elect a president and a
secretary and such other officers as the board of directors may determine,
including a chairman of the board, a chief executive officer, one or more vice
presidents (any one or more of which may be designated as a senior or executive
vice president), a treasurer, a controller and one or more assistant vice
presidents, assistant treasurers, assistant controllers and assistant
secretaries. The board of directors may elect officers at such additional times
as it deems advisable. Each officer of the Corporation shall serve until his
successor is elected and qualified or until his
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earlier resignation or removal. Any number of offices may be held by the same
person, except that the president may not serve as the secretary.
Section 2. Compensation. The salaries and other compensation of the
officers of the Corporation shall be determined by the board of directors.
Section 3. Removal. The board of directors may remove any officer at
any time, with or without cause, but no such removal shall affect the contract
rights, if any, of the person so removed.
Section 4. Resignation. An officer of the Corporation may resign at any
time by delivering notice to the Corporation. A resignation is effective when
the notice is delivered, unless the notice specifies a later effective date. If
a resignation is made effective at a later date and the Corporation accepts the
future effective date, the board of directors may fill the pending vacancy
before the effective date if it provides that the successor does not take office
until the effective date. An officer's resignation does not affect the
Corporation's contract rights, if any, with the officer.
Section 5. Duties. The duties and powers of the officers of the
corporation shall be as follows:
(a) Chairman of the Board - The chairman of the board shall (i) be
chosen from among the members of the board of directors, (ii) preside at all
meetings of shareholders and the board of directors, (iii) have authority to
make contracts on behalf of the Corporation in the ordinary course of the
Corporation's business and (iv) perform such other duties as from time to time
may be assigned by the board of directors.
(b) Chief Executive Officer - The chief executive officer shall (i) be
primarily responsible for the general management of the business affairs of the
Corporation and for implementing the policies and directives of the board of
directors, (ii) preside at all meetings of shareholders and the board of
directors during the absence or disability of the chairman of the board, (iii)
have authority to make contracts on behalf of the Corporation in the ordinary
course of the Corporation's business, and (iv) perform such other duties as from
time to time may be assigned by the board of directors. The same person may
simultaneously hold the offices of chairman of the board and chief executive
officer.
(c) President - The president shall (i) preside at all meetings of the
shareholders and the board of directors during the absence or disability of both
the chairman of the board and the chief executive officer, (ii) be primarily
responsible for the general management of the business of the Corporation and
for implementing the policies and directives of the board of directors during
the absence or disability of both the chairman of the board and the chief
executive officer, (iii) have authority to make contracts on behalf of the
Corporation in the ordinary course of the Corporation's business and (iv)
perform such other duties as from time to time may be assigned by the chairman
of the board, the chief executive officer or the board of directors.
(d) Vice Presidents - The vice presidents in the order designated by
the board of directors, shall exercise the functions of the president during the
absence or disability of the
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president and shall perform such other duties as may be assigned by the chairman
of the board, the chief executive officer, the president or the board of
directors.
(e) Treasurer - The treasurer shall (i) have general supervision over
the funds of the Corporation and the investment or deposit thereof, (ii) advise
the officers and, if requested, the board of directors regarding the financial
condition of the Corporation and (iii) perform such other duties as may be
assigned by the chairman of the board, the chief executive officer or the board
of directors.
(f) Controller - The controller shall (i) be the chief accounting
officer of the Corporation with general supervision over the accounting books
and records of the Corporation, (ii) be responsible for maintaining proper
internal controls over the assets of the Corporation and preparing accurate
financial statements and (iii) perform such other duties as may be assigned by
the chairman of the board, the chief executive officer, the president, an
officer designated by the board of directors as chief financial officer of the
Corporation or the board of directors.
(g) Secretary - The secretary shall (i) attend the meetings of the
shareholders, the board of directors and committees of the board of directors
and prepare minutes of all such meetings in a book to be kept for that purpose,
(ii) give, or cause to be given, such notice as may be required of all meetings
of the shareholders, board of directors and committees of the board of
directors, (iii) authenticate records of the Corporation and (iv) perform such
other duties as may be assigned by the chairman of the board, the chief
executive officer, or the board of directors.
ARTICLE VII
LIMITATIONS ON LIABILITY
To the maximum extent permitted by the Act, a director of the
Corporation shall not be liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. If the Act or any
successor statue is amended after adoption of this provision to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Act, as so amended
from time to time, or such successor statute. Any repeal or modification of this
Article VII by the shareholders of the Corporation shall not affect adversely
any right or protection of a director of the Corporation existing at the time of
such repeal or modification or with respect to events occurring prior to such
time.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director or officer or is or was serving at the
request of the Corporation as a director, officer, employee, agent, or trustee
of another corporation or of a partnership, joint venture, trust, employee
benefit plan, or other enterprise, including service on a committee formed for
any purpose (and, in each case, his or her heirs, executors, and
administrators), against all expense,
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liability, and loss (including counsel fees, judgments, fines, ERISA, excise
taxes, penalties, and amounts paid in settlement) actually and reasonably
incurred or suffered in connection with such action, suit, or proceeding, to the
fullest extent permitted by applicable law, as in effect on the date hereof and
as hereafter amended. Such indemnification may include advancement of expenses
in advance of final disposition of such action, suit, or proceeding, subject to
the provision of any applicable statute.
The indemnification and advancement of expenses provisions of this
Article VIII shall not be exclusive of any other right that any person (and his
or her heirs, executors, and administrators) may have or hereafter acquire under
any statute, the Charter, these Bylaws, resolution adopted by the shareholders,
resolution adopted by the Board of Directors, agreement, or insurance, purchased
by the Corporation or otherwise, both as to action in his or her official
capacity and as to action in another capacity. The Corporation is hereby
authorized to provide for indemnification and advancement of expenses through
the Charter, resolution of shareholders, resolution of the Board of Directors,
or agreement, in addition to that provided by these Bylaws.
ARTICLE IX
CORPORATE SEAL
The Corporation may have a corporate seal, but the use of or failure to
use any such seal shall not have any legal effect on any action taken or
instrument executed by or on behalf of the Corporation. The seal may be used by
impressing or affixing it to an instrument or by causing a facsimile thereof to
be printed or otherwise reproduced thereon.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall begin the first day of January
each year.
ARTICLE XI
EMERGENCY BYLAW
In the event that a quorum of directors cannot be readily assembled
because of a catastrophic event, the board of directors may take action by the
affirmative vote of a majority of those directors present at a meeting and may
exercise any emergency power granted to a board of directors under the act not
inconsistent with this bylaw. If less than three regularly elected directors are
present, the director present having the greatest seniority as a director may
appoint one or more persons (not to exceed the number most recently fixed by the
board pursuant to Section 1 of Article IV) from among the officers or other
executive employees of the Corporation to serve as substitute directors. If no
regularly elected director is present, the officer present having the greatest
seniority as an officer shall serve as a substitute director, shall appoint up
to four additional persons from among the officers or other executive employees
of the Corporation to serve as substitute directors. Special meetings of the
board of directors may be called in an emergency by the director or, if no
director is present at the Corporation's principal offices, by the officer
present having the greatest seniority as an officer
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ARTICLE XII
AMENDMENT
These Bylaws may be altered, amended or repealed and new Bylaws adopted
by the affirmative vote of the holders of a majority of the outstanding voting
power of the Corporation at any regular meeting of the shareholders or special
meeting called for the purpose, or by the affirmative vote of a majority of the
entire Board of Directors at any regular or special meeting of the Board;
provided, however, that the proposal may not be voted upon by shareholders
unless notice of the proposed amendment was given at least ten (10) days prior
to the meeting at which the vote is to be taken. Any amendment, modification,
repeal or addition to these Bylaws adopted by the Board of Directors may be
amended or repealed by the shareholders.
Notwithstanding any other provision of these Bylaws, the affirmative
vote of holders of at least 75% of the voting power of the shares entitled to
vote at any election of directors shall be required to amend, alter, change or
repeal, or to adopt any part of the Bylaws inconsistent with the purpose and
intent of Sections 1, 4 and 6 of Article IV and this Article XII.
ARTICLE XIII
DEFINITION
The term "Act" as used in these bylaws refers to the Tennessee Business
Corporation Act, as amended from time to time. Terms defined in the Act shall
have the same meanings when used in these bylaws.
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