EXHIBIT 3.11
BYLAWS
OF
O'CHARLEY'S MANAGEMENT COMPANY, INC.
(THE "CORPORATION")
ARTICLE I.
OFFICES
The Corporation may have such offices, either within or without the
State of Tennessee, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.
ARTICLE II.
SHAREHOLDERS
2.1 ANNUAL MEETING.
An annual meeting of the shareholders of the Corporation shall be held
on such date as may be determined by the Board of Directors. The business to be
transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.
2.2 SPECIAL MEETINGS.
A special meeting of shareholders shall be held on call of the Board of
Directors or if the holders of at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one (1) or
more written demands for the meeting describing the purpose or purposes
for which such special meeting is to be held. Only business within the purpose
or purposes described in the meeting notice may be conducted at a special
shareholders' meeting.
2.3 PLACE OF MEETINGS.
The Board of Directors may designate any place, either within or
without the State of Tennessee, as the place of meeting for any annual meeting
or for any special meeting. If no place is fixed by the Board of Directors, the
meeting shall be held at the principal office of the Corporation.
2.4 NOTICE OF MEETINGS; WAIVER.
(a) NOTICE. Notice of the date, time and place of each
annual and special shareholders' meeting and, in the case of a special meeting,
a description of the purpose or purposes for which the meeting is called, shall
be given no fewer than ten (10) days nor more than two (2) months before the
date of the meeting. Such notice shall comply with the requirements of Article
XI of these Bylaws.
(b) WAIVER. A shareholder may waive any notice required
by law, the Charter or these Bylaws before or after the date and time stated in
such notice. Except as provided in the next sentence, the waiver must be in
writing, be signed by the shareholder entitled to the notice and be delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. A shareholder's attendance at a meeting: (1) 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 arrival) objects to holding the
meeting or transacting business at the meeting; and (2) waives objection to
consideration of a particular matter at the meeting that is
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not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
2.5 RECORD DATE.
The Board of Directors shall fix as the record date for the
determination of shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action, a date not more
than seventy (70) days before the meeting or action requiring a determination of
shareholders.
A record date fixed for a shareholders' meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than four (4)
months after the date fixed for the original meeting.
2.6 SHAREHOLDERS' LIST.
After the record date for a meeting has been fixed, the Corporation
shall prepare an alphabetical list of the names of all shareholders who are
entitled to notice of a shareholders' meeting. Such list will be arranged by
voting group (and within each voting group by class or series of shares) and
will show the address of and number of shares held by each shareholder. The
shareholders' list will 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 a place identified in the meeting notice in the city
where the meeting will be held. A shareholder or his agent or attorney is
entitled on written demand to inspect and, subject to the requirements of the
Tennessee Business
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Corporation Act (the "Act"), to copy the list, during regular business hours and
at his expense, during the period it is available for inspection.
2.7 VOTING GROUPS; QUORUM; ADJOURNMENT.
All shares entitled to vote and be counted together collectively on a
matter at a meeting of shareholders shall be a "voting group". Shares entitled
to vote as a separate voting group may take action on a matter at a meeting only
if a quorum of those shares exists with respect to that matter. Except as
otherwise required by the Act or provided in the Charter, a majority of the
votes entitled to be cast on a matter by a voting group constitutes a quorum of
that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it 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.
If a quorum of a voting group shall not be present or represented at
any meeting, the shares entitled to vote thereat shall have power to adjourn the
meeting to a different date, time or place without notice other than
announcement at the meeting of the new time, date or place to which the meeting
is adjourned. At any adjourned meeting at which a quorum of any voting group
shall be present or represented, any business may be transacted by such voting
group which might have been transacted at the meeting as originally called.
2.8 VOTING OF SHARES.
Unless otherwise provided by the Act or the Charter, each outstanding
share is entitled to one (1) vote on each matter voted on at a shareholders'
meeting. Only shares are entitled to vote.
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If a quorum exists, approval of action on a matter (other than the
election of directors) by a voting group entitled to vote thereon is received if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Charter or the Act requires a greater number of
affirmative votes. Unless otherwise provided in the Charter, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.
2.9 PROXIES.
A shareholder may vote his shares in person or by proxy. A shareholder
may appoint a proxy to vote or otherwise act for him by signing an appointment
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 (11) months unless another
period is expressly provided 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.
2.10 ACCEPTANCE OF SHAREHOLDER DOCUMENTS.
If the name signed on a shareholder document (a vote, consent, waiver,
or proxy appointment) corresponds to the name of a shareholder, the Corporation,
if acting in good faith, is entitled to accept such shareholder document and
give it effect as the act of the shareholder. If the name signed on such
shareholder document does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept such
shareholder document and to give it effect as the act of the shareholder if:
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(i) the shareholder is an entity and the name signed purports to
be that of an officer or agent of the entity;
(ii) the name signed purports to be that of a fiduciary
representing the shareholder and, if the Corporation requests, evidence of
fiduciary status acceptable to the Corporation has been presented with respect
to such shareholder document;
(iii) the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the Corporation requests, evidence of
this status acceptable to the Corporation has been presented with respect to the
shareholder document;
(iv) the name signed purports to be that of a pledgee, beneficial
owner or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the shareholder has been presented with respect to such shareholder document; or
(v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one (1) of
the co-owners and the person signing appears to be acting on behalf of all the
co-owners.
The Corporation is entitled to reject a shareholder document if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has a reasonable basis for doubt about the validity of the signature on
such shareholder document or about the signatory's authority to sign for the
shareholder.
2.11 ACTION WITHOUT MEETING.
Action required or permitted by the Act to be taken at a shareholders'
meeting may be taken without a meeting. If all shareholders entitled to vote on
the action consent to taking such
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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, at least one of which is signed by each shareholder
entitled to vote on the action in one (1) or more counterparts, indicating such
signing shareholder's vote or abstention on the action and delivered to the
Corporation for inclusion in the minutes or for filing with the corporate
records.
If the Act or the Charter requires that notice of a proposed action be
given to nonvoting shareholders and the action is to be taken by consent of the
voting shareholders, then the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least ten (10) days before such action
is taken. Such notice shall contain or be accompanied by the same material that
would have been required to be sent to nonvoting shareholders in a notice of a
meeting at which the proposed action would have been submitted to the
shareholders for action.
2.12 PRESIDING OFFICER AND SECRETARY.
Meetings of the shareholders shall be presided over by the President,
or if the President is not present, by a chairman chosen by a majority of the
shareholders entitled to vote at such meeting. The Secretary or, in his absence,
an Assistant Secretary shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present, a majority of the
shareholders entitled to vote at such meeting shall choose any person present to
act as secretary of the meeting.
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ARTICLE III.
DIRECTORS
3.1 POWERS AND DUTIES.
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.
3.2 NUMBER AND TERM.
(a) NUMBER. The Board of Directors shall consist of no
less than one (1) and no more than ten (10) members, the exact number of
directors, within the minimum and maximum, or the range for the size of the
Board, or whether the size of the Board shall be fixed or variable-range may be
fixed, to be determined from time to time by majority vote of the Board of
Directors.
(b) TERM. Directors shall be elected at the first annual
shareholders' meeting and at each annual meeting thereafter. The terms of the
initial directors shall expire at the first shareholders' meeting at which
directors are elected. The terms of all other directors expire at the next
annual shareholders' meeting following their election. Despite the expiration of
a director's term, he shall continue to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors.
3.3 MEETINGS; NOTICE.
The Board of Directors may hold regular and special meetings either
within or without the State of Tennessee. The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of
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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.
(a) REGULAR MEETINGS. Unless the Charter otherwise
provides, regular meetings of the Board of Directors may be held without notice
of the date, time, place or purpose of the meeting.
(b) SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President or any two (2) directors. Unless the
Charter otherwise provides, special meetings must be preceded by at least
twenty-four (24) hours' notice of the date, time and place of the meeting but
need not describe the purpose of such meeting. Such notice shall comply with the
requirements of Article XI of these Bylaws.
(c) ADJOURNED MEETINGS. 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
adjournment does not exceed one (1) month in any one (1) adjournment.
(d) WAIVER OF NOTICE. A director may waive any required
notice before or after the date and time stated in the notice. Except as
provided in the next sentence, the waiver must be in writing, signed by the
director and filed with the minutes or corporate records. A director's
attendance at or participation in a meeting waives any required notice to him of
such meeting unless the director at the beginning of the meeting (or promptly
upon his 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.
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3.4 QUORUM.
Unless the Charter requires a greater number, a quorum of the Board of
Directors consists of a majority of the fixed number of directors if the
Corporation has a fixed board size or a majority of the number of directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, if the Corporation has a variable range board.
3.5 VOTING.
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 or these Bylaws require the vote of a greater number 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 such action unless:
(i) he objects at the beginning of the meeting (or promptly upon
his arrival) to holding the meeting or transacting business at the meeting;
(ii) his dissent or abstention from the action taken is entered in
the minutes of the meeting; or
(iii) he delivers written notice of his 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.
3.6 ACTION WITHOUT MEETING.
Unless the Charter otherwise provides, any action required or permitted
by the Act to be taken at a Board of Directors meeting may be taken without a
meeting. If all directors consent to
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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. Such action must be evidenced by one or
more written consents describing the action taken, at least one of which is
signed by each director, indicating the director's vote or abstention on the
action, which consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date.
3.7 COMPENSATION.
Directors and members of any committee created by the Board of
Directors shall be entitled to such reasonable compensation for their services
as directors and members of such committee as shall be fixed from time to time
by the Board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board or of any such committee
meetings. Any director receiving such compensation shall not be barred from
serving the Corporation in any other capacity and receiving reasonable
compensation for such other services.
3.8 RESIGNATION.
A director may resign at any time by delivering written notice to the
Board of Directors, President, or to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
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3.9 VACANCIES.
Unless the Charter otherwise provides, 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 with or without
cause, either the shareholders or the Board of Directors may fill such vacancy.
If the directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill such vacancy by the affirmative vote of a majority
of all the directors remaining in office. If the vacant office was held by a
director elected by a voting group of shareholders, only the holders of shares
of that voting group shall be entitled to vote to fill the vacancy if it is
filled by the shareholders.
3.10 REMOVAL OF DIRECTORS.
(a) BY SHAREHOLDERS. The shareholders may remove
one (1) or more directors with or without cause unless the Charter
provides that directors may be removed only for cause. If a director is
elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him without
cause. If cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect him under cumulative
voting is voted against his removal. If cumulative voting is not
authorized, a director may be removed only if the number of votes cast
to remove him exceeds the number of votes cast not to remove him.
(b) BY DIRECTORS. If so provided by the Charter, any of
the directors may be removed for cause by the affirmative vote of a majority of
the entire Board of Directors.
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(c) GENERAL. A director may be removed by the
shareholders or directors only at a meeting called for the purpose of removing
him, and the meeting notice must state that the purpose, or one (1) of the
purposes, of the meeting is removal of directors.
ARTICLE IV.
COMMITTEES
Unless the Charter otherwise provides, the Board of Directors may
create one (1) or more committees, each consisting of one (1) or more members.
All members of committees of the Board of Directors which exercise powers of the
Board of Directors must be members of the Board of Directors and serve at the
pleasure of the Board of Directors.
The creation of a committee and appointment of a member or members to
it must be approved by the greater of (i)a majority of all directors in office
when the action is taken or (ii)the number of directors required by the Charter
or these Bylaws to take action.
Unless otherwise provided in the Act, to the extent specified by the
Board of Directors or in the Charter, each committee may exercise the authority
of the Board of Directors. All such committees and their members shall be
governed by the same statutory requirements regarding meetings, action without
meetings, notice and waiver of notice, quorum and voting requirements as are
applicable to the Board of Directors and its members.
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ARTICLE V.
OFFICERS
5.1 NUMBER.
The officers of the Corporation shall be a President, a Secretary and
such other officers as may be from time to time appointed by the Board of
Directors. One person may simultaneously hold more than one office except the
President may not simultaneously hold the office of Secretary.
5.2 APPOINTMENT.
The principal officers shall be appointed annually by the Board of
Directors at the first meeting of the Board following the annual meeting of the
shareholders, or as soon thereafter as is conveniently possible. Each officer
shall serve at the pleasure of the Board of Directors and until his successor
shall have been appointed, or until his death, resignation or removal.
5.3 RESIGNATION AND REMOVAL.
An officer may resign at any time by delivering notice to the
Corporation. Such resignation is effective when such notice is delivered unless
such notice specifies a later effective date. An officer's resignation does not
affect the Corporation's contract rights, if any, with the officer.
The Board of Directors may remove any officer at any time with or
without cause, but such removal shall not prejudice the contract rights, if any,
of the person so removed.
5.4 VACANCIES.
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Any vacancy in an office from any cause may be filled for the unexpired
portion of the term by the Board of Directors.
5.5 DUTIES.
(a) PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation and shall have general supervision over the active
management of the business of the Corporation. He shall have the general powers
and duties of supervision and management usually vested in the office of the
President of a corporation and shall perform such other duties as the Board of
Directors may from time to time prescribe.
(b) VICE PRESIDENT. The Vice President or Vice Presidents
(if any) shall be active executive officers of the Corporation, shall assist the
President in the active management of the business, and shall perform such other
duties as the Board of Directors may from time to time prescribe.
(c) SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and shall prepare
and record all votes and all minutes of all such meetings in a book to be kept
for that purpose; he shall perform like duties for any committee when required.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors when required, and unless directed
otherwise by the Board of Directors, shall keep a stock record containing the
names of all persons who are shareholders of the Corporation, showing their
place of residence and the number of shares held by them respectively. The
Secretary shall have the responsibility of authenticating records of the
Corporation. The Secretary shall perform such other duties as may be prescribed
from time to time by the Board of Directors.
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(d) TREASURER. The Treasurer (if any) shall have the
custody of the Corporation's funds and securities, shall keep or cause to be
kept full and accurate account of receipts and disbursements in books belonging
to the Corporation, and shall deposit or cause to be deposited all moneys 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 or cause to be disbursed the funds of the Corporation as required in
the ordinary course of business or as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the President and directors
at the regular meetings of the Board, or whenever they may require it, an
account of all of his transactions as Treasurer and the financial condition of
the Corporation. He shall perform such other duties as may be incident to his
office or as prescribed from time to time by the Board of Directors. The
Treasurer shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the Board for
the faithful performance of the duties of his office and for the restoration to
the Corporation in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
(e) OTHER OFFICERS. Other officers appointed by the Board
of Directors shall exercise such powers and perform such duties as may be
delegated to them.
(f) DELEGATION OF DUTIES. In case of the absence or
disability of any officer of the Corporation or of any person authorized to act
in his place, the Board of Directors may from time to time delegate the powers
and duties of such officer to any officer, or any director, or any other person
whom it may select, during such period of absence or disability.
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5.6 INDEMNIFICATION, ADVANCEMENT OF EXPENSES AND INSURANCE.
(a) INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
Corporation shall indemnify and advance expenses to each director and officer of
the Corporation, or any person who may have served at the request of the
Corporation's Board of Directors or its Chief Executive Officer as a director or
officer of another corporation (and, in either case, his heirs, executors and
administrators), to the full extent allowed by the laws of the State of
Tennessee, both as now in effect and as hereafter adopted. The Corporation may
indemnify and advance expenses to any employee or agent of the Corporation who
is not a director or officer (and his heirs, executors and administrators) to
the same extent as to a director or officer, if the Board of Directors
determines that to do so is in the best interests of the Corporation.
(b) NON-EXCLUSIVITY OF RIGHTS. The indemnification and
advancement of expenses provisions of subsection (a) of this Section 5.6 shall
not be exclusive of any other right which any person (and his heirs, executors
and administrators) may have or hereafter acquire under any statute, provision
of the Charter, provision of these Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement,
insurance, purchased by the Corporation or otherwise, both as to action in his
official capacity and as to action in another capacity.
(c) INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any individual 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's Board of Directors or its Chief Executive Officer as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any expense, liability or loss
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whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under this Article or the Act.
ARTICLE VI.
SHARES OF STOCK
6.1 SHARES WITH OR WITHOUT CERTIFICATES.
The Board of Directors may authorize that some or all of the shares of
any or all of the Corporation's classes or series of stock be evidenced by a
certificate or certificates of stock. The Board of Directors may also authorize
the issue of some or all of the shares of any or all of the Corporation's
classes or series of stock without certificates. The rights and obligations of
shareholders with the same class and/or series of stock shall be identical
whether or not their shares are represented by certificates.
(a) SHARES WITH CERTIFICATES. If the Board of Directors
chooses to issue shares of stock evidenced by a certificate or certificates,
each individual certificate shall include the following on its face: (i)the
Corporation's name, (ii)the fact that the Corporation is organized under the
laws of the State of Tennessee, (iii)the name of the person to whom the
certificate is issued, (iv)the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the certificate
represents, and (vi) such other information as applicable law may require or as
may be lawful.
If the Corporation is authorized to issue different classes of
shares or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of the
Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall
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state on its front or back that the Corporation will furnish the shareholder
this information in writing, without charge, upon request.
Each certificate of stock issued by the Corporation shall be
signed (either manually or in facsimile) by the President or a Vice President,
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer. If the person who signed a certificate no longer holds office when
the certificate is issued, the certificate is nonetheless valid.
(b) SHARES WITHOUT CERTIFICATES. If the Board of
Directors chooses to issue shares of stock without certificates, the
Corporation, if required by the Act, shall, within a reasonable time after the
issue or transfer of shares without certificates, send the shareholder a written
statement of the information required on certificates by Section 6.1(a) of these
Bylaws and any other information required by the Act.
6.2 SUBSCRIPTIONS FOR SHARES.
Subscriptions for shares of the Corporation shall be valid only if they
are in writing. Unless the subscription agreement provides otherwise,
subscriptions for shares, regardless of the time when they are made, shall be
paid in full at such time, or in such installments and at such periods, as shall
be determined by the Board of Directors. All calls for payment on subscriptions
shall be uniform as to all shares of the same class or of the same series,
unless the subscription agreement specifies otherwise.
6.3 TRANSFERS.
Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by (i)the holder of record thereof,
(ii)by his legal representative, who,
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upon request of the Corporation, shall furnish proper evidence of authority to
transfer, or (iii)his attorney, authorized by a power of attorney duly executed
and filed with the Secretary of the Corporation or a duly appointed transfer
agent. Such transfers shall be made only upon surrender, if applicable, of the
certificate or certificates for such shares properly endorsed and with all taxes
thereon paid.
6.4 LOST, DESTROYED OR STOLEN CERTIFICATES.
No certificate for shares of stock of the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed or stolen
except on production of evidence, satisfactory to the Board of Directors, of
such loss, destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount and with such terms and
such surety as the Board of Directors may in its discretion require.
ARTICLE VII.
CORPORATE ACTIONS
7.1 CONTRACTS.
Unless otherwise required by the Board of Directors, the President or
any Vice President shall execute contracts or other instruments on behalf of and
in the name of the Corporation. The Board of Directors may from time to time
authorize any other officer, assistant officer or agent to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation as it may deem appropriate, and such authority may be general or
confined to specific instances.
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7.2 LOANS.
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by the
President or the Board of Directors. Such authority may be general or confined
to specific instances.
7.3 CHECKS, DRAFTS, ETC.
Unless otherwise required by the Board of Directors, all checks,
drafts, bills of exchange and other negotiable instruments of the Corporation
shall be signed by either the President, a Vice President or such other officer,
assistant officer or agent of the Corporation as may be authorized so to do by
the Board of Directors. Such authority may be general or confined to specific
business, and, if so directed by the Board, the signatures of two or more such
officers may be required.
7.4 DEPOSITS.
All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.
7.5 VOTING SECURITIES HELD BY THE CORPORATION.
Unless otherwise required by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to attend any
meeting of security holders, or to take action on written consent as a security
holder, of other corporations in which the Corporation may hold securities. In
connection therewith the President shall possess and may exercise any
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and all rights and powers incident to the ownership of such securities which the
Corporation possesses. The Board of Directors may, from time to time, confer
like powers upon any other person or persons.
7.6 DIVIDENDS.
The Board of Directors may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by applicable law. The record
date for the determination of shareholders entitled to receive the payment of
any dividend shall be determined by the Board of Directors, but which in any
event shall not be less than ten (10) days prior to the date of such payment.
ARTICLE VIII.
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar year.
ARTICLE IX.
CORPORATE SEAL
The Corporation shall not have a corporate seal.
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ARTICLE X.
AMENDMENT OF BY-LAWS
These Bylaws may be altered, amended, repealed or restated, and new
Bylaws may be adopted, at any meeting of the shareholders by the affirmative
vote of a majority of the stock represented at such meeting, or by the
affirmative vote of a majority of the members of the Board of Directors who are
present at any regular or special meeting.
ARTICLE XI.
NOTICE
Unless otherwise provided for in these Bylaws, any notice required
shall be in writing except that oral notice is effective if it is reasonable
under the circumstances and not prohibited by the Charter or these Bylaws.
Notice may be communicated in person; by telephone, telegraph, teletype or other
form of wire or wireless communication; or by mail or private carrier. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published; or by radio,
television or other form of public broadcast communication. Written notice to a
domestic or foreign corporation authorized to transact business in Tennessee may
be addressed to its registered agent at its registered office or to the
corporation or its secretary at its principal office as shown in its most recent
annual report or, in the case of a foreign corporation that has not yet
delivered an annual report, in its application for a certificate of authority.
Written notice to shareholders, if in a comprehensible form, is
effective when mailed, if mailed postpaid and correctly addressed to the
shareholder's address shown in the Corporation's current record of shareholders.
Except as provided above, written notice, if in a comprehensible
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form, is effective at the earliest of the following: (a)when received, (b)five
(5) days after its deposit in the United States mail, if mailed correctly
addressed and with first class postage affixed thereon; (c)on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; or
(d)twenty (20) days after its deposit in the United States mail, as evidenced by
the postmark if mailed correctly addressed, and with other than first class,
registered or certified postage affixed. Oral notice is effective when
communicated if communicated in a comprehensible manner.
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