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EXHIBIT 13
COMPOSITE BYLAWS
OF
MORRISON MANAGEMENT SPECIALISTS, INC.
(AS AMENDED THROUGH FEBRUARY 5, 2001)
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INDEX
Page
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ARTICLE I OFFICES................................................. 1
ARTICLE II STOCKHOLDERS' MEETINGS.................................. 1
2.1 Places of Meetings...................................... 1
2.2 Annual Meetings......................................... 1
2.3 Special Meetings........................................ 1
2.4 Meetings Without Notice................................. 1
2.5 Voting.................................................. 2
2.6 Quorum.................................................. 2
2.7 List of Stockholders.................................... 2
2.8 Action Without Meeting.................................. 2
ARTICLE III BOARD OF DIRECTORS...................................... 2
3.1 Powers.................................................. 2
3.2 Number, Qualification and Term.......................... 3
3.3 Compensation............................................ 3
3.4 Meetings and Quorum..................................... 3
3.5 Executive Committee..................................... 4
3.6 Other Committees........................................ 5
3.7 Conference Telephone Meetings........................... 5
3.8 Action Without Meeting.................................. 5
ARTICLE IV OFFICERS................................................ 5
4.1 Titles and Election..................................... 5
4.2 Duties.................................................. 6
(a) President...................................... 6
(b) Vice President................................. 6
(c) Secretary...................................... 6
(d) Treasurer...................................... 7
4.3 Chief Executive Officer and Chief Operating Officer..... 7
4.4 Chief Financial Officer and Chief Accounting Officer.... 7
4.5 Delegation of Authority................................. 7
4.6 Compensation............................................ 8
ARTICLE V RESIGNATIONS, VACANCIES AND REMOVALS.................... 8
5.1 Resignations............................................ 8
5.2 Vacancies............................................... 8
(a) Directors...................................... 8
(b) Officers....................................... 8
5.3 Removals................................................ 8
(a) Directors...................................... 8
(b) Officers....................................... 8
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ARTICLE VI CAPITAL STOCK............................................ 9
6.1 Certificates of Stock.................................... 9
6.2 Transfer of Stock........................................ 9
6.3 Stock Transfer Records................................... 9
6.4 Record Dates............................................. 9
6.5 Lost Certificates........................................ 10
ARTICLE VII FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.................. 10
7.1 Fiscal Year.............................................. 10
7.2 Bank Deposits, Checks, Etc............................... 10
ARTICLE VIII BOOKS AND RECORDS........................................ 10
8.1 Place of Keeping Books................................... 10
8.2 Examination of Books..................................... 10
ARTICLE IX NOTICES.................................................. 11
9.1 Requirements of Notice................................... 11
9.2 Waivers.................................................. 11
ARTICLE X SEAL..................................................... 11
ARTICLE XI POWERS OF ATTORNEY....................................... 11
ARTICLE XII INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER
PERSONS.................................................. 12
12.1 Indemnified Actions...................................... 12
12.2 Indemnification Against Expenses Successful Party........ 12
12.3 Advances of Expenses..................................... 12
12.4 Right of Agent to Indemnification Upon Application;
Procedure Upon Application............................ 12
12.5 Other Rights And Remedies................................ 13
12.6 Insurance of Agents...................................... 13
12.7 Certain Definitions...................................... 13
12.8 Indemnification and Insurance of Other Persons........... 13
12.9 Survival of Indemnification.............................. 13
12.10 Savings Clause........................................... 13
ARTICLE XIII AMENDMENTS............................................... 14
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MORRISON MANAGEMENT SPECIALISTS, INC.
COMPOSITE BYLAWS
ARTICLE I
OFFICES
The Corporation shall at all times maintain a registered office in the
State of Georgia and a registered agent at that address but may have other
offices located in or outside of the State of Georgia as the Board of Directors
may from time to time determine.
ARTICLE II
STOCKHOLDERS' MEETINGS
2.1 Places of Meetings. All meetings of stockholders shall be
held at such place or places in or outside of the State of Georgia as the Board
of Directors may from time to time determine or as may be designated in the
notice of meeting or waiver of notice thereof, subject to any provisions of the
laws of the State of Georgia.
2.2 Annual Meetings. The annual meeting of stockholders shall be
held on such date in the month of September each year and at such time as shall
be determined by the Board of Directors from time to time or with respect to any
particular annual meeting for the purpose of electing directors and transacting
such other business as may come properly before the meeting. Written notice of
the date, time and place of the annual meeting shall be given by mail to each
stockholder entitled to vote at his address as it appears on the records of the
Corporation not less than ten (10) nor more than sixty (60) days prior to the
scheduled date thereof, unless such notice is waived as provided by Article IX
of these Bylaws.
2.3 Special Meetings. A special meeting of stockholders may be
called at any time by the Board of Directors, the Chairman of the Board of
Directors or the President. Written notice of the time, place and specific
purposes of such meeting shall be given by mail to each stockholder entitled to
vote thereat at his address as it appears on the records of the Corporation not
less than ten (10) nor more than sixty (60) days prior to the scheduled date
thereof, unless such notice is waived as provided in Article IX of these Bylaws.
2.4 Meetings Without Notice. Meetings of the stockholders may be
held at any time without notice when all the stockholders entitled to vote
thereat are present in person or by proxy.
2.5 Voting. At all meetings of stockholders, each stockholder
entitled to vote on the record date as determined under Article VI, Section 6.4
of these Bylaws, or if not so determined, as
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prescribed under the laws of the State of Georgia, shall be entitled to one
vote for each share of common stock, or such other number of votes prescribed in
the Articles of Incorporation for each share of stock other than common stock,
standing of record in his name, subject to any restrictions or qualifications
set forth in the Articles of Incorporation, and may vote either in person or by
proxy.
2.6 QUORUM. At any meeting of stockholders, a majority of the
number of shares of stock outstanding and entitled to vote thereat, present in
person or by proxy, shall constitute a quorum, but a smaller interest may
adjourn any meeting from time to time, and the meeting may be held as adjourned
without further notice, subject to such limitation as may be imposed under the
laws of the State of Georgia. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
originally scheduled meeting.
When a quorum is present at any meeting, a majority of the number of
shares of stock entitled to vote present thereat shall decide any question
brought before such meeting, unless the question is one upon which a different
vote is required by express provision of the laws of the State of Georgia, or
the Articles of Incorporation or these Bylaws, in which case such express
provision shall govern.
2.7 LIST OF STOCKHOLDERS. At least one (1) day before every
meeting, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of and the number of
shares registered in the name of each stockholder, shall be prepared by the
Secretary or the transfer agent in charge of the stock ledger of the
Corporation. Such list shall be open for examination by any stockholder at the
time and place of the meeting. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine such list or the books of the
Corporation or to vote in person or by proxy at such meeting.
2.8 ACTION WITHOUT MEETING. Any action required by the laws of
the State of Georgia or the Articles of Incorporation to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by all the holders of outstanding shares of
stock entitled to vote on such action.
ARTICLE III
BOARD OF DIRECTORS
3.1 POWERS. The business and affairs of the Corporation shall be
carried on by or under the direction of the Board of Directors,, which shall
have all the powers authorized by the laws of the State of Georgia, subject to
such limitations as may be provided by the Articles of Incorporation or these
Bylaws.
3.2 NUMBER, QUALIFICATION AND TERM. The initial number of
directors shall be such as may be determined by the incorporator(s) and
thereafter the number of directors shall be not less than three (3) and not more
than twelve (12), the exact number within such minimum and maximum limits to be
fixed and determined from time to time by resolution of a majority of the Board
of Directors or by
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the affirmative vote of the holders of at least 80% of all outstanding shares
of capital stock entitled to vote in the election of directors, voting together
as a single class, as provided in the Articles of Incorporation.
Directors shall be of full age, and no person shall be nominated for
the Board of Directors who shall have attained the age of seventy (70) on or
before the annual meeting of stockholders at which directors are elected,
provided, however, under special conditions in the best interests of the
Corporation, as determined by the Board of Directors or the shareholders, a
person may be nominated for the Board of Directors who has attained the age of
seventy (70) before such meeting. Directors need not be residents of the State
of Georgia.
The initial Board of Directors shall be elected by the incorporator(s).
Thereafter, Directors shall be elected at the annual meeting of stockholders by
a plurality of the votes cast at such election. Each director shall serve until
the election and qualification of his successor or until his earlier death,
resignation or removal as provided in the Articles of Incorporation and these
Bylaws. In case of an increase in the number of directors between elections by
the stockholders, the additional directorships shall be considered vacancies and
shall be filled in the manner prescribed in Article V of these Bylaws.
The Board of Directors may, by majority vote, elect a Chairman of the
Board of Directors and a Vice Chairman of the Board of Directors. The Chairman
shall be a member of the Board and shall preside at all meetings of the
stockholders and of the Board of Directors and shall have such other powers and
perform such other duties as the Board of Directors may prescribe from time to
time. The Vice Chairman shall be a member of the Board and, in the absence of
the Chairman of the Board, shall preside at all meetings of the stockholders
and of the Board of Directors and shall have such other powers and perform such
other duties as the Board of Directors may prescribe from time to time.
3.3 Compensation. The Board of Directors, or a committee
thereof, may from time to time by resolution authorize the payment of fees or
other compensation to the directors for services as such to the Corporation,
including, but not limited to, fees for attendance at all meetings of the Board
of Directors or any committee thereof, and determine the amount of such fees
and compensation. Directors shall in any event be paid their traveling expenses
for attendance at all meetings of the Board of Directors or any committee
thereof. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor in amounts authorized or otherwise approved from time to time by the
Board of Directors or a committee thereof.
3.4 Meetings and Quorum. Meetings of the Board of Directors may
be held either in or outside of the State of Georgia. A quorum shall be
one-third (1/3) of the number of directors then fixed in the manner provided in
Section 3.2 of this Article but not less than two (2) directors. The act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors. If a quorum is not present at any
meeting, the Directors who are present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
obtained, subject to such limitation as may be imposed under the laws of the
State of Georgia.
The Board of Directors shall, at the close of each annual meeting of
stockholders and without further notice other than these Bylaws, if a quorum of
directors is then present or as soon thereafter
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as may be convenient, hold a regular meeting for the election of officers and
the transaction of any other business.
The Board of Directors may from time to time provide for the holding
of regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the Chairman of the Board of Directors or the President
and must be called by the Chairman of the Board, the President, the Secretary
or an Assistant Secretary upon the request of at least three (3) directors.
Notice of each meeting, other that a regular meeting (unless required
by the Board of Directors), shall be given to each director by mailing the same
to each director at this residence or business address at least two (2) days
before the meeting or by delivering the same to him personally or by telephone,
facsimile transmission or telegraph at least one (1) day before the meeting
unless, in case of exigency, the Chairman of the Board of Directors, the
President, the Secretary or an Assistant Secretary, as the case may be, shall
prescribe a shorter notice to be given personally or by telephone, telegraph,
cable or facsimile transmission to all or any one or more of the directors at
their respective residences or places of business. Notice will be deemed to
have been given at the time it is mailed, postage-prepaid, or sent by
telegraph, cable or facsimile transmission, or given by telephone, as the case
may be.
Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the laws of
the State of Georgia, the Articles of Incorporation or the Board of Directors.
3.5 Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed in the manner
provided in Section 3.2 of this Article, may provide for an Executive Committee
of three (3) or more directors and shall elect the members thereof to serve
during the pleasure of the Board of Directors. The Executive Committee shall
elect its own chairman, unless a chairman has been designated by the Board of
Directors. Special meetings of the Executive Committee may be called by the
chairman of the committee or by the Board of Directors, and notice of meetings
of the Executive Committee shall be given by the chairman of the committee or
by the Secretary, in the manner provided in Article IX of these Bylaws.
The Board of Directors may at any time change the membership of the
Executive Committee, fill vacancies in it, designate alternate members to
replace any absent or disqualified members at nay meeting of the Executive
Committee, or dissolve it.
During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise any or all of the powers
of the Board of Directors in the management or direction of the business and
affairs of the Corporation to the extent authorized by resolution adopted by a
majority of the number of directors then fixed in the manner provided in
Section 3.2 of this Article, subject to such limitations as may be imposed by
the laws of the State of Georgia.
Except as inconsistent with these Bylaws or the resolution of the
Board of Directors from time to time, the Executive Committee may determine its
rules of procedure and the notice to be given of its meeting, and it may
appoint such committees as it shall from time to time deem necessary. A
majority of the members of the Executive Committee shall constitute a quorum.
The Executive Committee shall keep minutes of its meetings and shall report the
same to the Board of Directors.
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3.6 Other Committees. The Board of Directors may by resolution
provide for such other committees as it deems desirable and may discontinue the
same at its pleasure. Each such committee shall have the powers and perform
such duties, not inconsistent with law, as may be assigned to it by the Board
of Directors.
Each such committee shall elect its own chairman, unless a chairman
has been designated by the Board of Directors.
Except as inconsistent with these Bylaws or the resolution of the
Board of Directors from time to time, each such committee may determine its
rules of procedure and the notice to be given of its meeting, and it may
appoint such committees as it shall from time to time deem necessary. Special
meetings of any such committee may be called by the chairman of that committee
or by the Board of Directors, and notice of any meeting of any such committee
shall be given by the chairman of that committee or by the Secretary in the
manner provided in Article IX of these Bylaws. A majority of the members of any
such committee then in office shall constitute a quorum. Each such committee
shall keep minutes of its meetings and report the same to the Board of
Directors.
3.7 Conference Telephone Meetings. Any one or more members of
the Board of Directors or any committee thereof may participate in a meeting by
means of a conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.
3.8 Action Without Meeting. To the extent authorized by Georgia
law, any action required or permitted to be taken at any meeting of the Board
of Directors or any committee thereof may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Director or committee.
ARTICLE IV
OFFICERS
4.1 Titles and Election. The officers of the Corporation shall
be the President, one or more Vice Presidents, the Secretary and the Treasurer,
who shall have such authority and perform such duties as may be prescribed by
the Board of Directors or as otherwise provided in these Bylaws.
The Board of Directors, in its discretion, may also at any time elect
or appoint such other officers as it may deem advisable, each of whom shall have
such authority and shall perform such duties as may be prescribed or determined
from time to time by the Board of Directors or, if not prescribed or determined
by the Board of Directors, as the President or the then senior executive officer
may prescribe or determine.
The Board of Directors may assign such additional titles and duties to
one or more of the officers as it shall deem appropriate.
Any person may hold more than one office if the duties can be
consistently performed by the same person.
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The officers of the Corporation shall initially be elected as soon as
convenient by the Board of Directors and thereafter, in the absence of earlier
deaths, resignations or removals, shall be elected at the first meeting of the
Board of Directors following each annual meeting of stockholders. Each officer
shall hold office at the pleasure of the Board of Directors except as may
otherwise be approved by the Board of Directors, or until his earlier
resignation, removal or other termination of his employment.
The Board of Directors may require any officer or other employee or
agent to give bond for the faithful performance of his duties in such form and
with such sureties as the Board may require.
4.2 Duties. Subject to such extension, limitations, and other
provisions as the Board of Directors may from time to time prescribe or
determine, the following officers shall have the following powers and duties:
(a) President. The President shall exercise the powers
and authority and perform all of the duties commonly incident to his
office and shall perform such other duties as the Board of Directors
shall specify from time to time. In the absence or disability of the
Chairman of the Board, the President shall perform those duties of the
Chairman of the Board not assigned to the Vice Chairman of the Board,
unless otherwise provided by the Board of Directors.
(b) Vice President. The Vice President or Vice
Presidents shall perform such duties and have such powers as may be
assigned to them from time to time by the Board of Directors or the
President. Any Vice President may have the title of Executive Vice
President, Senior Vice President, Assistant Vice President or such
other title deemed appropriate by the Board of Directors from time to
time.
In the absence or disability of the President, the Vice
Presidents in order of seniority may, unless otherwise determined by
the Board of Directors, exercise the powers and perform the duties
pertaining to the office of the President.
(c) Secretary. The Secretary, or in his absence an
Assistant Secretary, shall keep the minutes of all meetings of
stockholders and of the Board of Directors and any committee thereof,
cause all notices to be duly given to and served on the stockholders
and directors, attend to such correspondence as may be assigned to
him, keep or cause to be kept in safe custody the seal and corporate
records of the Corporation and affix such seal to all such
instruments properly executed as may require it, have general charge
of the stock transfer books of the Corporation and shall in general
perform all duties incident to his office, and shall have such other
duties and powers as may be prescribed or determined from time to time
by the Board of Directors or the President.
In the absence or disability of the Secretary, the Assistant
Secretary, or if there he more than one, the Assistant Secretaries in
the order determined by the Board of Directors, or if no such
determination has been made, in the order of their election, shall
perform the duties and exercise the powers of the Secretary. Each
Assistant Secretary also shall perform such other duties and have such
other powers as may be assigned to him from time to time by the Board
of Directors or the President.
(d) Treasurer. The Treasurer shall have the care and
custody of and be responsible for the monies, funds, securities,
financial records and other valuable papers of the
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Corporation (other than his own bond, if any, which shall be in the
custody of the President); shall keep full and accurate accounts of
receipts and disbursements and shall render account thereof whenever
required by the Board of Directors or the President; shall have and
perform, under the supervision of the Board of Directors and the
President all the powers and duties commonly incident to his office;
shall deposit or cause to be deposited all funds of the Corporation in
such bank or banks, trust company or trust companies, or with such firm
or firms doing a banking business as may be designated by the Board of
Directors or the President; may endorse for deposit or collection all
checks, notes, and similar instruments payable to the Corporation or to
its order; and shall have such other duties as may be prescribed or
determined from time to time by the Board of Directors or the
President.
In the absence or disability of the Treasurer, the Assistant
Treasurer, or if there be more than one, the Assistant Treasurers in
the order determined by the Board of Directors, or if no such
determination has been made, in the order of their election, shall
perform the duties and exercise the powers of the Treasurer and such
other duties as may be assigned to them from time to time by the Board
of Directors or the President.
4.3 Chief Executive Officer and Chief Operating Officer. In its
discretion, the Board of Directors may designate the President or the Chairman
of the Board, if any, to serve as the Chief Executive Officer or the Chief
Operating Officer, or both, of the Corporation.
The Chief Executive Officer shall, subject to the direction and control
of the Board of Directors, have general supervision, direction and control of
the business and officers of the Corporation and have the powers and duties
otherwise customary to the office.
The Chief Operating Officer shall, subject to the direction and control
of the Board of Directors, have general supervision, management and control of
the operations and personnel of the Corporation and the powers and duties
otherwise customary to the office.
4.4 Chief Financial Officer and Chief Accounting Officer. In its
discretion, the Board of Directors may at any time designate any officer as the
Chief Financial Officer, the Chief Accounting Officer, or both, of the
Corporation.
4.5 Delegation of Authority. The Board of Directors may at any
time delegate the powers and duties of any officer for the time being to any
other officer, director or employee.
4.6 Compensation. The compensation of the officers shall be fixed
by the Board of Directors or a committee thereof and the fact that any officer
is a director shall not preclude him from receiving compensation or from voting
upon the resolution providing the same.
ARTICLE V
RESIGNATIONS, VACANCIES AND REMOVALS
5.1 Resignations. Any director or officer may resign at any time
by giving written notice thereof to the Board of Directors, the Chairman of the
Board, the President or the Secretary. Any such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof; and unless otherwise specified therein, the acceptance of any
resignation shall not be necessary to make it effective.
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5.2 Vacancies.
(a) Directors. Any vacancy in the Board of Directors
caused by reason of death, incapacity, resignation, removal, increase
in the authorized number of directors or otherwise may be filled by a
majority vote of the remaining directors though less than a quorum, or
by the sole remaining director.
Any director so elected by the Board of Directors shall serve
until the next annual meeting of stockholders at which directors of the
class in which such director serves are to be elected and until the
election and qualification of his successor or until his earlier death,
resignation or removal as provided in the Articles of Incorporation or
these Bylaws. The Board of Directors also may reduce their authorized
number by the number of vacancies in the Board, provided such reduction
does not reduce the Board to less than the minimum authorized by the
laws of the State of Georgia or to less than the number of directors
then in office.
(b) Officers. The Board of Directors may at any time or
from time to time fill any vacancy among the officers of the
Corporation.
5.3 Removals.
(a) Directors. The entire Board of Directors, or any
individual member thereof, may be removed only as provided in the
Articles of Incorporation.
(b) Officers. Subject to the provisions of any validly
existing agreement, the Board of Directors may at any meeting remove
from office any officer, with or without cause, and may elect or
appoint a successor.
ARTICLE VI
CAPITAL STOCK
6.1 Certificates of Stock. Every stockholder shall be entitled
to a certificate or certificates for shares of the capital stock of the
Corporation in such form as may be prescribed or authorized by the Board of
Directors, duly numbered and setting forth the number and kind of shares
represented thereby. Such certificates shall be signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary. If and to the extent permitted by Georgia law, any or all of such
signatures may be in facsimile 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. The transfer agent or registrar may sign
either manually or by facsimile.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be
such officer, transfer agent or registrar before the certificate has been
issued, such certificate may nevertheless be issued and delivered by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
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6.2 Transfer of Stock. Shares of the capital stock of the
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer.
The Board of Directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars and may make
or authorize such agents to make all such rules and regulations deemed
expedient concerning the issue, transfer and registration of shares of stock.
If the Corporation has a transfer agent or registrar acting on its behalf, the
signature of any officer or representative thereof may be in facsimile.
6.3 Stock Transfer Records. Unless the Corporation has a stock
transfer agent to keep such records, the Secretary shall keep a stock book or
books containing the names, alphabetically arranged, with the address of every
stockholder showing the number of shares of each kind, class or series of stock
held of record.
The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes.
6.4 Record Dates. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, 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 lawful action, the Board of Directors shall fix
in advance a record date which, in the case of a meeting, shall not be less than
ten (10) nor more than sixty (60) days prior to the scheduled date of such
meeting and which, in the case of any other action, shall be not more than
sixty (60) days prior to any such action permitted by the laws of the State of
Georgia.
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
6.5 Lost Certificates. In case of loss, mutilation or
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the Board of Directors, the
Chairman of the Board or the President.
ARTICLE VII
FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.
7.1 Fiscal Year. The fiscal year of the Corporation shall begin
on the 1st day of June of each year and end on the following May 31st.
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7.2 Bank Deposits, Checks, Etc. The funds of the Corporation
shall be deposited in the name of the Corporation or of any division thereof in
such banks or trust companies in the United States or elsewhere as may be
designated from time to time by the Board of Directors, or by such officer or
officers as the Board of Directors may authorize to make such designations.
All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be designated
from time to time by the Board of Directors. The signatures on checks, drafts
or other orders for the withdrawal of funds may be in facsimile if authorized
in the designation.
ARTICLE VIII
BOOKS AND RECORDS
8.1 Place of Keeping Books. The books and records of the
Corporation may be kept in or outside of the State of Georgia, as the Board of
Directors may from time to time determine.
8.2 Examination of Books. Except as may otherwise be provided by
the laws of the State of Georgia, the Articles of Incorporation or these
Bylaws, the Board of Directors shall have power to determine from time to time
whether and to what extent and at what times and places and under what
conditions any of the accounts, records and books of the Corporation are to be
open to the inspection of any stockholder. No stockholder shall have any right
to inspect any account or book or document of the Corporation except as
prescribed by law or authorized by express resolution of the stockholders or of
the Board of Directors.
ARTICLE IX
NOTICES
9.1 Requirements of Notice. Whenever notice is required to be
given by statute, the Articles of Incorporation or these Bylaws, it shall not
mean personal notice unless so specified, but such notice may be given in
writing by depositing the same in a post office, letter box, or mail chute
postage prepaid and addressed to the person to whom such notice is directed at
the address of such person on the records of the Corporation, and such notice
shall be deemed given at the time when the same shall be thus mailed.
9.2 Waivers. Any stockholder, director or officer may, in
writing or by telegram or cable, at any time waive any notice or other
formality required by statute, the Articles of Incorporation or these Bylaws.
Such waiver of notice, whether given before or after any meeting or action,
shall be deemed equivalent to notice. Presence of a stockholder either in
person or by proxy at any meeting of stockholders and presence of any director
at any meeting of the Board of Directors shall constitute a waiver of such
notice as may be required by any statute, the Articles of Incorporation or
these Bylaws.
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ARTICLE X
SEAL
The corporate seal of the Corporation shall be in such form as the
Board of Directors shall determine from time to time and may consist of a
facsimile thereof or the words "Corporate Seal" or "Seal" enclosed in
parentheses.
In the absence of the Secretary, any other officer of the Corporation
may affix and attest the seal of the Corporation to any instrument requiring
it, unless otherwise provided by resolution of the Board of Directors.
ARTICLE XI
POWERS OF ATTORNEY
The Board of Directors may authorize one or more of the officers of
the Corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
Corporation, with or without power of substitution.
In the absence of any action by the Board of Directors, any officer of
the Corporation may execute for and on behalf of the Corporation waivers of
notice of meetings of stockholders and proxies for such meetings of any company
in which the Corporation may hold voting securities.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER PERSONS
12.1 Indemnified Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, and whether external or internal to the Corporation
(including a judicial action or suit brought by or in the right of the
Corporation), by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise (all such persons being referred to hereafter as an
"Agent"), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged liable to the Corporation or subjected to injunctive
relief in favor of the Corporation: (a) for any appropriation, in violation of
his duties, of any business opportunity of the Corporation; (b) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(c) for unlawful distributions pursuant to Section 14-2-832 of the Georgia
Business Corporation Code; or (d) for any transaction from which he received an
improper personal benefit.
12.2 Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article XII, to the extent that an
Agent has been successful on the merits or otherwise in defense of any
proceeding or in defense of any claim, issue or matter therein, such Agent
shall be indemnified against all expenses incurred in connection therewith.
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12.3 Advances of Expenses. Expenses incurred in defending or
investigating any action, suit, proceeding or investigation shall be paid by
the Corporation in advance of the final disposition of such matter, if the Agent
shall provide the Corporation with (i) a written affirmation of his good faith
belief that his conduct does not constitute behavior of the kind described in
any of the clauses (a) through (d) of Section 12.1, and (ii) a written
undertaking, executed personally or on his behalf, to repay any advances of it
is ultimately determined that he is not entitled to indemnification under
Section 12.1.
12.4 Right of Agent to Indemnification Upon Application; Procedure
Upon Application. Any indemnification under Sections 12.1 and 12.2 hereof or
advance under Section 12.3 hereof shall be made promptly and in any event within
forty-five (45) days after receipt of the written request of the Agent, unless
the Agent is not entitled to such indemnification or advance pursuant to the
terms of such sections. The right to indemnification or advances as granted by
this Article XII shall be enforceable by the Agent in any court of competent
jurisdiction if the Corporation denies the claim, in whole or in part, or if no
disposition of such claim is made within forty-five (45) days of the Agent's
request. The Agent's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the Corporation.
12.5 Other Rights and Remedies. The indemnification provided by
this Article XII shall not be deemed exclusive of any other rights to which an
Agent seeking indemnification may be entitled under any agreement, vote of
stockholders or disinterested directors, court order or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office. It is the policy of the Corporation that indemnification of
Agents shall be made to the fullest extent permitted by law. All rights to
indemnification under this Article XII shall be deemed to be provided by a
contract between the Corporation and the Agent who serves in such capacity at
any time while these Bylaws and other relevant provisions of the Georgia
Business Corporation Code and other applicable law, if any, are in effect. Any
repeal or modification thereof shall not affect any rights or obligations
then existing.
12.6 Insurance of Agents. To the extent permitted by Georgia law,
the Corporation may purchase and maintain insurance on behalf of any person who
is or was an Agent 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 him against such liability
under the provisions of this Article XII.
12.7 Certain Definitions. For purposes of this Article XII,
references to the "Corporation" shall include, in addition to the resulting or
surviving corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power to indemnify its director,
officers and employees or agents, so that any person who is or was a directors,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article XII with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued; references to
"other enterprise" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as
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a director or officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to any employee benefit plan,
its participants, or beneficiaries.
12.8 Indemnification and Insurance of Other Persons. The
provisions of this Article XII shall not be deemed to preclude the Corporation
from either indemnifying or purchasing and maintaining insurance on behalf of,
or both, any person who is not an Agent but whom the Corporation has the power
or obligation to indemnify or insure under the provisions of the Georgia
Business Corporation Code or otherwise. The Corporation may, in its sole
discretion, indemnify or insure, or both, an employee, trustee or other agent as
permitted by the Georgia Business Corporation Code. The Corporation shall
indemnify or insure any employee, trustee or other agent where required by law.
12.9 Survival of Indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article XII
shall continue as to a person who has ceased to be an Agent and shall inure to
the benefit of the heirs, executors and administrators of such Agent.
12.10 Savings Clause. If this Article XII or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Agent against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether internal or external, including a
grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article XII that shall not have been invalidated or by any other applicable law.
ARTICLE XIII
AMENDMENTS
Unless otherwise provided by law, the Articles of Incorporation or
another provision of these Bylaws, these Bylaws may be amended or repealed
either:
(a) at any meeting of stockholders at which a quorum is
present by vote of the holders of a majority of the number of shares of
stock entitled to vote present in person or by proxy at such meeting as
provided in Article II, Sections 2.4 and 2.5 of these Bylaws, or
(b) at any meeting of the Board of Directors by a
majority vote of the directors then in office;
provided the notice of such meeting of stockholders or directors or waiver of
notice thereof contains a statement of the substance of the proposed amendment
or repeal.
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