EXHIBIT 3.7
BYLAWS
OF
PRISON REALTY MANAGEMENT, INC.
ARTICLE I
OFFICES
The principal office of the corporation shall be located in Nashville,
Tennessee. The corporation may also maintain offices at such other places as the
Board of Directors may from time to time designate or as the business of the
corporation may from time to time require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meetings. An annual meeting of shareholders for the
purposes of electing directors and transacting such other business as may
properly come before the meeting shall be held on such and date at such time as
shall be designated from time to time by the Board of Directors, the Chairman of
the Board, or the President.
Section 2. Special Meetings. A special meeting of shareholders may be
called for any purpose or purposes by the Board of Directors, the Chairman of
the Board, or the President, and shall be called by the Chairman of the Board or
the President whenever shareholders owning at least ten (10) percent of the
votes entitled to be cast on any issue proposed to be considered at a proposed
special meeting sign, date, and deliver to the Secretary one (1) or more written
demands for the meeting describing the purpose or purposes for which the meeting
is to be held.
Section 3. Place of Meetings. Annual and special meetings of shareholders
shall be held at the principal office of the corporation or at such other place,
either within or without the State of Tennessee, as the Board of Directors, the
Chairman of the Board, or the President shall designate.
Section 4. Notice of Meetings. Notice stating the date, time, and place
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is being called, shall be provided to each shareholder
entitled to vote at such meeting no fewer than ten (10) days nor more than two
(2) months before the date of such meeting. In the case of special meetings of
shareholders, the notice of meeting shall include the purpose or purposes for
which the meeting is being called. Notice may be in writing, or oral if
reasonable in the circumstance, and notice shall be deemed provided when
received or, if mailed, when deposited in the United States mail addressed to
the shareholder at his or her address as it appears in the Corporation's current
record of shareholders, with first class postage affixed thereon. When a meeting
is adjourned to another date,
time, or place, it shall not be necessary to provide any notice of the adjourned
meeting if the new date, time, or place to which the meeting is adjourned is
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted at the
original meeting. If after the adjournment, however, the Board of Directors
fixes a new record date for the adjourned meeting pursuant to Section 9 of this
Article II, a new notice of the adjourned meeting shall be provided.
Section 5. Waiver of Notice. A shareholder may waive in writing any
notice required by these Bylaws, provided that the waiver must be signed by the
shareholder entitled to the notice and must be delivered to the corporation for
inclusion in the minutes or for filing with the corporate records. A
shareholder's attendance at a meeting (i) waives objection to lack of notice or
defective notice of the meeting unless the shareholder at the beginning of the
meeting (or promptly upon his or her arrival) objects to holding the meeting or
transacting business at the meeting and (ii) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.
Section 6. Quorum and Voting. The holders of a majority of shares
entitled to vote, whether present in person or represented by proxy, shall
constitute a quorum. Once a share is represented for any purpose at a meeting,
the holder of such share 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 the adjourned meeting. A meeting may be adjourned despite
the absence of a quorum. If a quorum exists, action on a matter, other than the
election of directors, is approved by the shareholders if the votes cast
favoring the action exceeds the votes cast opposing the action.
Section 7. Proxies. A shareholder may vote his or her shares in person or
by proxy and may appoint a proxy to vote or otherwise act for him or her by
signing a proxy or other appointment form, either personally or by his or her
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the corporation authorized to tabulate
votes. An appointment is valid for eleven (11) months unless another period is
expressly provided in the proxy or other appointment form. An appointment of a
proxy is revocable by the shareholder unless the proxy or other appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest, as provided in the Tennessee Business Corporation Act.
Section 8. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting. If all
shareholders entitled to vote on the action consent to taking such action
without a meeting, the affirmative vote of the number of shares that would be
necessary to authorize or take such action at a meeting is the act of the
shareholders. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each shareholder entitled to vote on the
action in one (1) or more counterparts, and indicating each shareholder's vote
or abstention on the action, and such written consent or consents must be
delivered to the corporation for inclusion in the minutes or for filing with the
corporate records. A consent effected as provided in this section shall have the
effect of a meeting vote and may be described as such in any document.
Section 9. Record Date. For the purpose of determining the shareholders
entitled to notice of or entitled to vote at any meeting of shareholders, or for
the purpose of determining the shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may fix a future date as the record date for
such purpose, provided that such record date shall not be more than seventy (70)
days before the meeting or action requiring a determination of shareholders. If
no record date is fixed by the Board of Directors: (i) the record date shall be
at the close of business on the day next preceding the day on which notice of
the meeting is given, or, if notice is waived, at the close of business on the
eleventh day next preceding the day on which such meeting is held; (ii) the
record date for the determination of shareholders entitled to consent to an
action in writing without a meeting shall he at the close of business on the
eleventh day next preceding the date on which the first shareholder, being
entitled so to do, signs such a consent; and (iii) the record date for the
determination of shareholders for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts the resolution or
resolutions relating thereto. A determination of shareholders entitled to notice
of or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it shall do
if the meeting is adjourned to a date more than four (4) months after the date
fixed for the original meeting.
Section 10. List of Shareholders. After a record date has been fixed for
a meeting, the Secretary shall prepare or cause to be prepared a complete list
of the shareholders entitled to notice of the meeting, arranged in alphabetical
order by class of stock and series, if any, and showing the address of each
shareholder and the number of shares registered in the name of the shareholder.
The shareholders' list shall be available for inspection by any shareholder,
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at the place identified in the meeting notice in the city
where the meeting will be held, If the right to vote at any meeting is
challenged, the person presiding thereat may rely on such list as evidence of
the right of the person challenged to vote at such meeting.
ARTICLE III
DIRECTORS
Section 1. Management. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation managed
under the direction of, the Board of Directors.
Section 2. Number. The number of directors of the corporation shall be
as fixed from time to time by the Board of Directors.
Section 3. Election and Term of Office. Except in the case of the filling
of vacancies, directors shall be elected at the annual meeting of shareholders
by a plurality of the votes cast by shareholders entitled to vote in the
election, a quorum being present. Each director, including a director elected to
fill a vacancy, shall hold office until the next annual meeting of shareholders
and
until his or her successor is elected and qualified, or until his or her earlier
death, resignation, or removal.
Section 4. Resignation. Any director may resign at any time by delivering
written notice to the Board of Directors, the Chairman of the Board, the
President, or the corporation. A resignation shall be effective when notice
thereof is so delivered, unless the notice specifies a later effective date.
Section 5. Removal. One or more directors may be removed with or without
cause by a vote of the shareholders or with cause by a vote of a majority of the
number of directors then prescribed. A director may be removed only at a meeting
called for the purpose, and the notice of the meeting must state that the
purpose, or one (1) of the purposes, of the meeting is the removal of a director
or directors.
Section 6. Annual and Other Regular Meetings. An annual meeting of the
Board of Directors shall be held immediately following the annual meeting of
shareholders, at the place of such annual meeting of shareholders. The Board of
Directors may provide for the holding of other regular meetings of the Board of
Directors, and may fix the dates, times, and places thereof.
Section 7. Special Meetings. A special meeting of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, or
any two (2) directors, at such date, time, and place as may be specified by the
person or persons calling the meeting.
Section 8. Notice. Notice of an annual or other regular meeting of the
Board of Directors need not be provided. Notice stating the date, time, and
place of any special meeting of the Board of Directors shall be provided to each
director in writing, or it may be provided orally if reasonable in the
circumstances, no fewer than two (2) days before such meeting. Notice shall be
deemed provided when received or, if mailed, five (5) days after it is deposited
in the United States mail addressed to the director at his or her address as it
appears in the corporation's current record of directors, with first class
postage affixed thereon. Notice of an adjourned meeting need not be given if the
time and place to which such meeting is adjourned are fixed at the meeting at
which the adjournment is taken and if the period of adjournment does not exceed
one (1) month in any one (1) adjournment. At the adjourned meeting, the Board of
Directors may transact any business that might have been transacted at the
original meeting.
Section 9. Waiver of Notice. A director may waive in writing any notice
required by these Bylaws, provided that the waiver must be signed by the
director entitled to the notice and must be filed with the minutes or corporate
records. A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting (or promptly upon his or her arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.
Section 10. Quorum and Voting. A majority of the number of directors
then in office shall constitute a quorum for the transaction of business. 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. A director
who is present at a meeting of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless: (i) the director
objects at the beginning of the meeting (or promptly upon his or her arrival) to
holding the meeting or transacting business at the meeting; (ii) the director's
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (iii) the director delivers written notice of his or her dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.
Section 11. Telephone Meetings. Any or all directors may participate in a
meeting of The Board of Directors by use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other during the meeting, and participation
in such a meeting shall constitute presence in person at such a meeting.
Section 12. Action Without a Meeting. 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 taking such action without a meeting, the
affirmative vote of the number of directors that would be necessary to authorize
or take such action at a meeting is the act of the Board of Directors. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by each director in one (1) or more counterparts, and
indicating each director's vote or abstention on the action, and such written
consent or consents shall be included in the minutes or filed with the corporate
records reflecting the action taken. Any action taken under this section shall
be effective when the last director signs the consent, unless the consent
specifies a different effective date. A consent effected as provided in this
section shall have the effect of a meeting vote and may be described as such in
any document.
Section 13. Executive Committee. The Board of Directors, by the vote of a
majority of the directors then in office, may create an Executive Committee of
the Board of Directors consisting of one (1) or more directors, who shall serve
at the pleasure of the Board of Directors. Subject to any specific directions or
restrictions given by the Board of Directors, the Executive Committee may
exercise all the authority of the Board of Directors, except that the Executive
Committee may not: (i) authorize distributions to shareholders, except according
to a formula or method prescribed by the Board of Directors; (ii) approve or
propose to the shareholders action that the Tennessee Business Corporation Act
requires to be approved by shareholders; (iii) fill vacancies on the Board of
Directors or on any committee of the Board of Directors; (iv) amend the Charter
of the corporation pursuant to the provision of the Tennessee Business
Corporation Act allowing the amendment of corporate charters by boards of
directors; (v) amend or repeal these Bylaws or adopt new bylaws; (vi) approve a
plan of merger not requiring shareholder approval; (vii) authorize or approve
the reacquisition of shares, except according to a formula or method prescribed
by the Board of Directors; or (viii) 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
within limits specifically prescribed by the Board of Directors. So far as
applicable, the provisions of Sections 7 through 13 of this Article III shall
apply to the Executive Committee as well as to the Board of Directors. The
Executive Committee shall report its acts and proceedings
to the Board of Directors at the next following regular meeting of the Board of
Directors and at such other time or times as the Board of Directors shall
request.
Section 14. Other Committees. The Board of Directors, by the vote of a
majority of the directors then in office, may designate one or more committees
of the Board of Directors other than the Executive Committee, each such
committee to consist of one (1) or more directors, who shall 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,
except that no such committee may exercise any authority forbidden to the
Executive Committee by Section 14 of this Article III. So far as applicable, the
provisions of Section 14 of this Article III shall apply to each such committee
as well as to the Executive Committee, whether or not there is an Executive
Committee.
Section 15. Reliance Upon Information, Opinions, Reports, or Statements.
To the full extent allowed by law, a director shall be, in the performance of
his or her duties, protected in relying in good faith upon information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by (1) one or more officers or
employees of the corporation whom the director reasonably believes to be
reliable and competent in the matters presented; (ii) legal counsel, public
accountants, or other persons as to matters the director reasonably believes are
within the person's professional or expert competence; or (iii) a committee of
the Board of Directors of which he or she is not a member if the director
reasonably believes the committee merits confidence.
ARTICLE IV
OFFICERS
Section 1. General. The corporation shall have a President and a
Secretary, and may have a Chairman of the Board, one or more Vice Presidents,
one or more Managing Directors, a Treasurer, and such other officers as may from
time to time be deemed advisable by the Board of Directors, the Chairman of the
Board, or the President. Any two (2) or more offices may be held by the same
person, except the offices of President and Secretary. The Chairman of the
Board, the President, any Vice President, the Secretary, and the Treasurer shall
be appointed by the Board of Directors. Each other officer may be appointed by
the Board of Directors, the Chairman of the Board, or the President. Each
officer shall hold office until the meeting of the Board of Directors following
the next annual meeting of shareholders and until his or her successor has been
appointed and qualified, or until his or her earlier death, resignation, or
removal. The Chairman of the Board must be a director of the corporation. Any
other officer may be, but is not required to be, a director of the corporation.
Each officer shall have the authority and perform the duties set forth in these
Bylaws or, to the extent consistent with these Bylaws, the duties prescribed by
the Board of Directors or prescribed by an officer authorized by the Board of
Directors to prescribe the duties of other officers.
Section 2. Resignation. Any officer may resign at any time by delivering
notice to the corporation. A resignation shall be effective when notice thereof
is so delivered, unless the notice specifies a later effective date.
Section 3. Removal. The Board of Directors may remove any officer at any
time with or without cause, and any officer appointed by another officer may be
removed likewise by such other officer.
Section 4. Vacancies. Any vacancy occurring in any office for any reason
may be filled by the Board of Directors or by an officer having the power of
appointment with respect to the office in question.
Section 5. Reliance Upon Information, Opinions, Reports, or Statements.
To the full extent allowed by law, an officer shall be, in the performance of
his or her duties, protected in relying in good faith upon information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by (i) one or more officers or
employees of the corporation whom the officer reasonably believes to be reliable
and competent in the matters presented; or (ii) legal counsel, public
accountants, or other persons as to matters the officer reasonably believes are
within the person's professional or expert competence.
Section 6. Chairman of the Board. The Chairman of the Board, when
present, shall preside at all meetings of the Board of Directors. The Chairman
of the Board shall also perform such other duties and have such other powers as
the Board of Directors shall from time to time prescribe.
Section 7. President. The President may be, but is not required to be,
the chief executive officer of the corporation. The President shall exercise
general supervision over the management of the business and affairs of the
corporation and shall perform such other duties and have such other powers as
the Board of Directors, or the Chairman of the Board if he or she is the chief
executive officer, shall from time to time prescribe. In the absence of the
Chairman of the Board or in the event of his or her inability or refusal to act,
the President may perform the duties of the Chairman of the Board, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board.
Section 8. Vice Presidents. In the absence of the President or in the
event of his or her inability or refusal to act, the Vice President, or in the
event there is more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
appointment, may perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall also perform such other duties and have
such other powers as the Board of Directors or the President, or the Chairman of
the Board if he or she is the chief executive officer, may from time to time
prescribe.
Section 9. Managing Directors. The Managing Directors shall be executive
officers of the Corporation. Managing Directors may, but are not required to be,
directors of the Corporation. The duties and powers of the Managing Directors
shall be substantially similar to those of the Vice President.
Section 10. Secretary and Assistant Secretaries. The Secretary shall,
when possible, attend all meetings of the shareholders and all meetings of the
Board of Directors, shall prepare or supervise
the preparation of minutes of the proceedings of the shareholders, the Board of
Directors, and the Executive Committee and other committees, and shall keep such
minutes, along with all written consents to action without a meeting, in a book
or books devoted to that purpose. The Secretary shall be the officer primarily
responsible for authenticating records of the corporation. The Secretary shall
keep a record of the shareholders of the corporation, arranged alphabetically
for class and series, if any, giving the names and addresses of all shareholders
and the number of shares held by each, and shall cause such a list as of the
appropriate record date to be open for inspection prior to and at any meeting of
shareholders, as provided in Section 10 of Article II. The Secretary shall give,
or cause to be given, notice of meetings of the shareholders and special
meetings of the Board of Directors. The Secretary shall also perform such other
duties as are generally performed by a secretary of a corporation and, in
addition, shall perform such other duties and have such other powers as the
Board of Directors or the President, or the Chairman of the Board if he or she
is the chief executive officer, may from time to time prescribe. Any Assistant
Secretary may, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties of the Secretary, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Secretary. Each Assistant Secretary shall also perform such other duties and
have such other powers as the Board of Directors, the President, the Secretary,
or the Chairman of the Board if he or she is the chief executive officer, may
from time to time prescribe.
Section 11. Treasurer and Assistant Treasurers. The Treasurer shall have
custody of the corporation's funds and securities, shall keep or cause to be
kept full and accurate accounts of receipts and disbursements, and shall deposit
all monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as ordered by the
Board of Directors or by an officer authorized by the Board of Directors so to
order, taking proper vouchers for such disbursements, and shall render to the
Board of Directors, the Chairman of the Board, and the President an account of
all his or her transactions as Treasurer and of the financial condition of the
corporation. The Treasurer shall also perform such other duties as are generally
performed by a treasurer of a corporation and, in addition, shall perform such
other duties and have such other powers as the Board of Directors or the
President, or the Chairman of the Board if he or she is the chief executive
officer, may from time to time prescribe. Any Assistant Treasurer may, in the
absence of the Treasurer or in the event of his or her inability or refusal to
act, perform the duties of the Treasurer, and when so acting shall have all the
powers of and be subject to all the restrictions upon the Treasurer. Each
Assistant Treasurer shall also perform such other duties and have such other
powers as the Board of Directors, the President, the Treasurer, or the Chairman
of the Board if he or she is the chief executive officer, may from time to time
prescribe.
ARTICLE V
SHARES OF STOCK
Section 1. Certificates. Unless the Board of Directors authorizes the
issuance of some or all of the shares of the corporation as uncertificated
shares, the shares of the corporation shall be represented by certificates
signed on behalf of the corporation by the Chairman of the Board, the President,
or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary,
or an Assistant Secretary. The certificates shall be in such form as shall be
approved by the Board of Directors and shall be numbered and registered in the
order issued. Each certificate shall include, as a minimum, the name of the
corporation and that the corporation is organized under the laws of the State of
Tennessee, the name of the person to whom issued, and the number and class of
shares and the designation of the series, if any, the certificate represents.
Section 2. Lost, Destroyed, or Stolen Certificates. The corporation may
issue a new certificate in the place of any certificate previously issued and
alleged to have been lost, destroyed, or stolen, on production of such evidence
of loss, destruction, or theft as the Board of Directors may require. The Board
of Directors may require the owner of such lost, destroyed, or stolen
certificate, or his or her legal representative, to provide to the corporation a
bond in such sum as the Board of Directors may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors, to indemnify the
corporation against any claims, loss, liability, or damage it may suffer on
account of issuing a new certificate.
Section 3. Transfers of Shares. Transfers of shares of the corporation
shall be made on the stock transfer books of the corporation only as permitted
in this section and only by the holder of record thereof, or by his or her duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed with such proof of the
authenticity of the signature and of authority to transfer as the corporation
may require. The corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable, or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
ARTICLE VI
TRANSACTIONS IN WHICH A DIRECTOR OR OFFICER HAS AN INTEREST
No transaction in which a director or officer has a direct or indirect
interest shall be voidable solely for this reason, provided that (i) the
material facts of the transaction and of the director's or officer's interest
were disclosed or known to the Board of Directors or a committee of the Board of
Directors, and the Board of Directors or such committee authorized, approved, or
ratified the transaction by the affirmative vote of a majority of the directors
on the Board of Directors, or on such committee, who had no direct or indirect
interest in the transaction, except that such a transaction may not be
authorized, approved, or ratified by a single director; (ii) the material facts
of the transaction and of the director's or officer's interest were disclosed or
known to the shareholders entitled to vote on the transaction, and the
shareholders authorized, approved, or ratified the transaction; or (iii) the
transaction was fair to the corporation. If a majority of the directors who have
no direct or indirect interest in the transaction vote to authorize, approve, or
ratify the transaction, a quorum is present for the purpose of taking action.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
Section 1. General. The corporation may indemnify any person authorized
by the Tennessee Business Corporation Act, as amended, in the manner and to the
extent set forth herein.
Section 2. Insurance. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or who, while a director,
officer, employee, or agent of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise, against any liability asserted against him or
incurred by him in any such capacity or arising from 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 VII.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by the Board of
Directors from time to time.
ARTICLE IX
CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved
from time to time by the Board of Directors.
ARTICLE X
AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws may be adopted,
by the Board of Directors or the shareholders, but no such action may be taken
at any annual or special meeting of shareholders unless notice of such action is
contained in the notice of such meeting.