Exhibit 3.46
BYLAWS
OF QUINTILES LABORATORIES LIMITED
ARTICLE I
OFFICES
Section 1.01. Principal Office. The principal office of the Corporation
shall be located at such place, within or without the State of North Carolina,
as may be determined from time to time by the Board of Directors.
Section 1.02. Registered Office. The Corporation shall maintain a
registered office as required by the North Carolina Business Corporation Act, as
amended from time to time (the "Act") , at a location in the State of North
Carolina designated by the Board of Directors from time to time. The registered
office of the Corporation may, but need not be, identical with the principal
office of the Corporation.
Section 1.03. Other Offices. The Corporation may have such other
offices within and without the State of North Carolina as the business of the
Corporation may require from time to time. The authority to establish or close
such other offices may be delegated by the Board of Directors to one or more of
the Corporation's Officers.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place of Meetings. All 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 North Carolina, as shall in each case be (i)
fixed by the President, the Secretary, the Chairman of the Board, or the Board
of Directors and designated in the notice of meeting or (ii) agreed upon by a
majority of the shareholders entitled to vote at the meeting.
Section 2.02. Annual Meetings. The annual meeting of the Corporation's
shareholders shall be held on the second Tuesday in each year beginning with the
year , at the hour of __________, for the purpose of electing Directors
and for the transaction of such other business as may properly come before the
meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of North Carolina, then such annual meeting shall be held
on the next succeeding business day. If the annual meeting shall not be held on
the day designated by these Bylaws for the annual meeting of shareholders, or at
any adjournment thereof, then a substitute annual meeting may be called in
accordance with Section 2.03 of these Bylaws, and the meeting so called may be
designated as the annual meeting.
Section 2.03. Special Meetings. Special meetings of the Corporation's
shareholders may be called for any one or more lawful purposes by the
Corporation's President, Secretary, Chairman of the Board, the Board of
Directors, or otherwise as authorized by the Act. Only business within the
purpose or purposes described in the notice of the meeting may be conducted at a
special meeting of shareholders.
Section 2.04. Notice of Meetings. Written or printed notice of all
meetings of shareholders shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting date, to all shareholders of record
(determined pursuant to Section 9.06 of these Bylaws) entitled to vote at such
meeting, and to such other persons as the Corporation is required to notify
pursuant to the Act or the Corporation's Articles of Incorporation. The notice
shall state the date, time, and place of the meeting and, in the case of a
special meeting, the purpose or purposes for which such meeting was called.
Section 2.05. Shareholders' List. Not later than two (2) business days
after the date notice of a meeting of shareholders is first given, the Secretary
or other officer or person having charge of the stock transfer books of the
Corporation shall prepare an alphabetical list of the shareholders entitled to
notice of such meeting, with the address of and number of shares held by each,
arranged by voting group and by class or series of shares within each voting
group, which list shall be kept on file at the principal office of the
Corporation, or at a place in the city where the meeting is to be held and
identified in the notice of meeting, for the period commencing two (2) business
days after notice of the meeting is first given and continuing through such
meeting, and which list shall be available for inspection by any shareholder, or
his or her agent or attorney, upon his or her demand, at any time during regular
business hours. This list shall also be produced and kept open at the time and
place of the meeting and shall be subject to inspection by any shareholder, or
his or her attorney, during the whole time of the meeting and any adjournment
thereof.
Section 2.06. Quorum. Except as may otherwise be required by the Act or
the Corporation's Articles of Incorporation, at any meeting of shareholders the
presence, in person or by proxy, of the holders of a majority of the outstanding
shares entitled to vote thereat shall constitute a quorum for the transaction of
any
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business properly before the meeting. Shares entitled to vote as a separate
voting group on a matter may take action at a meeting only if a quorum of the
shares in the separate voting group are present in person or by proxy at the
meeting. In the absence of a quorum a meeting may be adjourned from time to
time, in accordance with the provisions concerning adjournments contained
elsewhere in these Bylaws, by the holders of a majority of the shares
represented at the meeting in person or in proxy. At such adjourned meeting a
quorum of shareholders may transact any business as might have been properly
transacted at the original meeting.
Section 2.07. Organization. Each meeting of shareholders shall be
presided over by the Chairman of the Board, or, in the absence or at the request
of the Chairman of the Board, by the President, or, in the absence or at the
request of the President, by such other officer as the Board of Directors may
designate, or in their absence and in the absence of such designation, by any
person selected to preside by plurality vote of the shares represented and
entitled to vote at the meeting, with each share having the same number of votes
to which it would be entitled an any other matter on which all shares
represented and entitled to vote at the meeting would be entitled to vote. The
Secretary, or in the absence or at the request of the Secretary, any person
designated by the person presiding at the meeting, shall act as secretary of the
meeting.
Section 2.08. Voting. Except as may otherwise be required by the Act or
the Corporation's Articles of Incorporation, and subject to the provisions
concerning shareholders of record contained elsewhere in these Bylaws, a person
(or his or her proxy) present at a meeting of shareholders shall be entitled to
one vote for each share of voting stock as to which such person is the
shareholder of record.
Except in the election of Directors as governed by Section 3.03 of
these Bylaws, if a quorum of a voting group exists, action on a matter by such
voting group is approved by such voting group if the votes cast within such
voting group favoring the action exceed the votes cast within such voting group
opposing the action, unless a greater number of affirmative votes is required by
the Act or the Corporation's Articles of Incorporation or these Bylaws. As used
in these Bylaws, the term "voting group" has the meaning ascribed to that term
in the Act. So long as the Corporation shall have only one class of shares
outstanding and the voting rights of all shares of such class are identical,
then all such outstanding shares shall constitute a single voting group and the
sole voting group, except to the extent that the Act or the Corporation's
Articles of Incorporation requires that any of such shares be treated as a
separate voting group.
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Section 2.09. Adjournments. A majority of the voting shares held by
shareholders of record present in person or by proxy at a meeting of
shareholders may adjourn a meeting from time to time to a date, time, and place
fixed by notice as provided for above or, if such date is less than thirty (30)
days from the date of adjournment, to a date, time, and place fixed by the
majority and announced at the original meeting prior to adjournment.
Section 2.10. Action Without Meeting. Any action required or permitted
to be taken at a meeting of the shareholders may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents signed by all of the
shareholders entitled to vote with respect to the subject matter thereof before
or after such action, describing the action and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.
Section 2.11. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution unless it qualifies as an
irrevocable proxy under the Act.
ARTICLE III
Directors
Section 3.01. Authority. All corporate power of the Corporation 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 3.02. Number, Tenure and Qualification. The Corporation shall
have three (3) Directors. An election of all Directors by the shareholders shall
be held at each annual meeting of the Corporation's shareholders. Directors need
not be residents of the State of North Carolina nor shareholders of the
Corporation. Each Director shall hold office from the date of his election and
qualification until his successor shall have been duly elected and qualified, or
until his earlier removal, resignation, death, or incapacity.
Section 3.03. Election. Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election of Directors at a
meeting at which a quorum is present.
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Cumulative voting option: Every shareholder entitled to vote at an
election of Directors shall have the right to vote the number of shares standing
of record in his name for as many persons as there are Directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such Directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates. This right of cumulative voting
shall not be exercised unless (a) the meeting notice or proxy statement
accompanying the notice states conspicuously that shareholders are entitled to
cumulate their votes, or (b) a shareholder or proxy who has the right to
cumulate his votes announces in open meeting, before the voting for the
Directors starts, his intention so to vote cumulatively; and if such
announcement is made, the chair shall declare that all shares entitled to vote
have the right to vote cumulatively and shall announce the number of shares
present in person and by proxy and shall thereupon grant a recess of not less
than one nor more than four hours, as he shall determine, or of such other
period of time as is unanimously then agreed upon.
Section 3.04. Removal. Except as otherwise provided in the Articles of
Incorporation or the Act, any Director may be removed from office, with or
without cause, by a vote of the holders of a majority of the shares of the
Corporation's voting stock. Any Director may be removed from office with cause
by a majority vote of the Board of Directors at a meeting at which only the
removal and replacement of the Director or Directors in question shall be
considered.
Section 3.05. Vacancies. A vacancy occurring in the Board of Directors,
including positions not filled by the shareholders or those resulting from an
increase in the number of Directors, may be filled by a majority of the
remaining Directors, though less than a quorum, or by the sole remaining
director. The shareholders may elect a director at any time to fill any vacancy
not filled by the Directors.
Section 3.06. Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may by resolution provide for the holding of additional regular
meetings without notice other than such resolution; provided, however, the
resolution shall fix the date, time, and place (which may be anywhere within or
without the State of North Carolina) for these regular meetings.
Section 3.07. Special Meetings. Special meetings of the Board of
Directors may be called for any lawful purpose or purposes by the Chairman of
the Board, the President or any two Directors. The person calling a special
meeting shall give, or cause to be given,
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to each Director at his business address, notice of the date, time and place of
the meeting by any normal means of communication not less than two days prior
thereto.
Section 3.08. Participation by Telecommunications. Any Director may
participate in, and be regarded as present at, any meeting of the Board of
Directors by means of conference telephone or any other means of communication
by which all persons participating in the meeting can hear each other at the
same time.
Section 3.09. Quorum. Unless the Corporation's Articles of
Incorporation provide otherwise, a majority of the number of Directors fixed by
or pursuant to these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, or if no number is so fixed
the number of Directors in office immediately before the meeting begins shall
constitute a quorum.
Section 3.10. Action. The Board of Directors shall take action adopted
by the affirmative vote of a majority of the Directors present at a meeting at
which a quorum is present, or the affirmative vote of a greater number of
Directors where required by the Corporation's Articles of Incorporation or the
Act.
Section 3.11. Action without Meeting. Any action required or permitted
to be taken by the Board of Directors at an annual, regular, or special meeting
may be taken without a meeting if a consent in writing, setting forth the action
taken, shall be signed by all of the Directors.
Section 3.12. Committees. The Board of Directors may by resolution
designate and delegate authority to an Executive Committee and other committees
with such authority as may be permitted by the Act. Special meetings of any
committee may be called at any time by any Director who is a member of the
committee or by any person entitled to call a special meeting of the full Board
of Directors. Except as otherwise provided in the section, the conduct of all
meetings of any committee, including notice thereof, shall be governed by
Sections 3.06 through 3.11 of this Article.
Section 3.13 Compensation. The Board of Directors, in its discretion,
may compensate Directors for their services as such and may provide for the
payment of all expenses reasonably incurred by Directors in attending meetings
of the Board or of any committee or in the performance of their other duties as
Directors. Nothing herein contained, however, shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
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ARTICLE IV
OFFICERS
Section 4.01. In General. The principal officers of the Corporation
shall consist of a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer, or such of them as the Board of
Directors may elect from time to time. Each officer shall exercise such
authority and perform such duties as may be set forth in these Bylaws and any
additional authority and duties as the Board of Directors shall determine from
time to time. The same individual may simultaneously hold more than one office,
but no individual may act in more than one capacity where action of two or more
officers is required.
Section 4.02. Election, Term of Office, Qualification. Each of the
principal officers of the Corporation shall be elected annually by the Board of
Directors and shall hold office until his successor shall have been duly elected
and shall have qualified, or until his death, or until he shall resign, or until
he shall have been removed in the manner hereinafter provided.
Section 4.03. Chairman of the Board. The Chairman of the Board of
Directors shall preside at the meetings of the Board of Directors and may call
meetings of the Board and of any committee thereof, whenever he deems it
necessary, and he shall call to order and preside at all meetings of the
shareholders of the Corporation. In addition he shall have such other powers and
duties as the Board of Directors shall designate from time to time. The Chairman
of the Board of Directors shall have power to sign all certificates of stock,
bonds, deeds and contracts of the Corporation. If the Board of Directors shall
fail to elect a Chairman of the Board, the President shall serve in such
capacity.
Section 4.04. President. The President shall be the chief executive
officer of the Corporation and, subject to the authority of the Board of
Directors, shall manage the business and affairs of the Corporation. The
President shall see that the resolutions of the Board of Directors are put into
effect. The President shall have full authority to execute on the Corporation's
behalf any and all contracts, agreements, notes, bonds, deeds, mortgages,
certificates, instruments, and other documents except as may be specifically
limited by resolution of the Board of Directors.
Section 4.05. Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board of Directors may from time to time
prescribe. The Board of Directors may elect or designate one or more of the Vice
Presidents as Executive Vice Presidents, Senior Vice Presidents or with such
other title as the Board may deem appropriate.
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Section 4.06. Secretary. The Secretary shall attend all meetings of
the shareholders and the Board of Directors and record the proceedings thereof.
The Secretary shall give, or cause to be given, all notices in connection with
such meetings. The Secretary shall be the custodian of the corporate seal and
affix the seal to any document requiring it.
Section 4.07. Treasurer. The Treasurer shall keep safe custody of
the Corporation's funds and maintain complete and accurate books and records of
account. The Treasurer shall upon request report to the Board of Directors on
the financial condition of the Corporation.
Section 4.08. Additional Officers. The Board of Directors may elect
or appoint such additional officers as it may deem necessary or advisable, and
may delegate the power to appoint such additional officers to any committee or
principal officer. Such additional officers shall have such powers and duties
and shall hold office for such terms as may be determined by the Board or such
committee or officer.
Section 4.09. Removal. Except as may otherwise be provided by law
or in the Articles of Incorporation, any officer may be removed by the Board of
Directors with or without cause at any time.
Section 4.10. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving a salary by reason of the fact that he is also a Director of the
Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 5.02. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors, and such authority may be
general or confined to specific instances.
Section 5.03. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be
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signed by the officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the Board
of Directors.
Section 5.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI
SHARE CERTIFICATES
Section 6.01. Certificates for Shares. Certificates representing
shares of capital stock of the Corporation shall be in the form approved by the
Board of Directors and shall be signed, either manually or in facsimile, by the
Chairman of the Board, the President or a Vice President and by the Secretary or
an Assistant Secretary. All certificates for shares shall be consecutively
numbered. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issuance, shall be
entered on the stock transfer books of the Corporation.
Section 6.02. Transfer of Shares. Subject to the provisions of the
Act and to any transfer restrictions binding on the Corporation, transfer of
shares of the Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his agent, attorney-in-fact or
other legal representative, who shall furnish proper evidence of authority to
transfer, upon surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the stock transfer books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes. All certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
otherwise provided in these Bylaws.
Section 6.03. Lost Certificates. The Board of Directors may
authorize the issuance of a new share certificate in place of a certificate
claimed to have been lost, destroyed or wrongfully taken, upon receipt of an
affidavit of such fact from the person claiming the loss or destruction. When
authorizing such issuance of a new certificate, the Board may require the
claimant to give the Corporation a bond in such sum and with such sureties as it
may direct to indemnify the Corporation against loss from any claim with respect
to the certificate claimed to have been lost, destroyed or wrongfully taken; or
the Board may, by resolution reciting that the circumstances justify such
action, authorize the
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issuance of the new certificate without requiring such a bond with respect to a
certificate claimed to have been lost or destroyed. Any such authorization by
the Board of Directors may be general or confined to specific instances. Nothing
herein shall require the Board of Directors to authorize the issuance of any
such replacement certificate under any circumstances in which the Corporation is
not required to issue such certificate, this provision being permissive and not
mandatory.
ARTICLE VII
INDEMNIFICATION
Section 7.01. Right to Indemnification. Each person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal (hereinafter, a "proceeding" and including without
limitation, a proceeding brought by or on behalf of the Corporation itself}, by
reason 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, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or
administrator under an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a Director or officer or
in any other capacity while serving as a director, officer, partner, trustee,
employee, agent, trustee or administrator, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Act as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than the Act permitted the Corporation to provide
prior to such amendment) against all expense, liability and loss (including
attorney's fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person who
has ceased to serve in the capacity that initially entitled such person to
indemnification hereunder and shall inure to the benefit of his heirs, executors
and administrators; provided, however, that the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Act so requires, the payment of expenses incurred by a
Director or officer in his capacity as a director or officer (and not in any
other
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capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such Director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that the Director or officer is not entitled to be indemnified under
this Section or otherwise.
Section 7.02. Right of Claimant to Bring Suit. If a claim under Section
7.01 hereof is not paid in full by the Corporation within ninety (90) days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Act for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in the Act, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that the claimant has not met the applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
Section 7.03. Nonexclusivity of Rights. The right to indemnification
and the advancement and payment of expenses conferred in this Article VII shall
not be exclusive of any other right which any person may have or hereafter
acquire under any law (common or statutory), the Corporation's Articles of
Incorporation, these Bylaws, any agreement, the vote of shareholders or
disinterested Directors or otherwise.
Section 7.04. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was serving as a Director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise or trustee or administrator under an employee benefit
plan against any liability asserted
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against and incurred by that person in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
that person against such liability under the Act.
Section 7.05. Savings Clause. If this Article VII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify and hold harmless each director and
officer of the Corporation, as to costs, charges and 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 to the full extent permitted by any applicable portion of this
Article VII that shall not have been invalidated and to the full extent
permitted by applicable law.
ARTICLE VIII
RECORDS AND REPORTS
Section 8.01. General. The Corporation shall keep all records and
submit and file all reports and filings as are required by applicable law.
Unless the Board of Directors otherwise directs, the Treasurer shall be
responsible for keeping, or causing to be kept, all financial and accounting
records of the Corporation and for submitting or filing, or causing to be
submitted or filed, all reports and filings of a financial or accounting nature,
and the Secretary shall be responsible for keeping, or causing to be kept, all
other records and for submitting or filing, or causing to be submitted or filed,
all other reports and filings.
The Corporation shall keep as permanent records minutes of all meetings
of its incorporators, shareholders and Board of Directors, a record of all
actions taken by the shareholders or Board of Directors without a meeting, and a
record of all actions taken by Committees of the Board of Directors. The
Corporation shall maintain appropriate accounting records. The Corporation shall
maintain its records in written form or in another form capable of conversion
into written form within a reasonable time.
Section 8.02. Records at Principal Office. The Corporation shall keep a
copy of the following records at the Corporation's principal office:
(a) Its Articles of Incorporation or restated Articles of
Incorporation and all amendments to them currently in effect.
(b) Its Bylaws or restated Bylaws and all amendments to them
currently in effect.
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(c) Resolutions adopted by the Board of Directors creating one or
more classes or series of shares, and fixing their relative
rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding.
(d) The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past
three years.
(e) All written communications to shareholders generally
within the past three years and the financial statements
required by law to be made available to the shareholders for
the past three years.
(f) A list of the names and business addresses of its current
Directors and officers.
(g) Its most recent annual report delivered to the North Carolina
Secretary of State pursuant to the Act.
Section 8.03. Financial Statements. The Corporation shall make
available to the shareholders annual financial statements, which may be
consolidated or combined statements of the Corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as of the end of the
fiscal year, an income statement for that year, and a statement of cash flows
for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the Corporation on the
basis of generally accepted accounting principles, the annual financial
statements shall also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, such accountant's report shall accompany them. If not, the
statements shall be accompanied by a statement of the President or the Treasurer
or other person responsible for the Corporation's accounting records:
(a) stating his or her reasonable belief whether the statements
were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation;
and
(b) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the
statements prepared for the preceding year.
The Corporation shall mail the annual financial statements, or a written notice
of their availability, to each shareholder within 120 days after the close of
each fiscal year; provided that the failure of the Corporation to comply with
this requirement shall not constitute the basis for any claim of damages by any
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shareholder unless such failure was in bad faith. Thereafter, on written request
from a shareholder who was not mailed the statements, the Corporation shall mail
such shareholder the latest financial statements.
Section 8.04. Other Reports to Shareholders. if the corporation is not
a public corporation and it indemnifies or advances expenses to a director in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before notice of the next shareholders' meeting.
If the Corporation is not a public corporation and it issues or
authorizes the issuance of shares for promissory notes or for promises to render
services in the future, other than in a transaction or pursuant to a plan
previously approved by a majority of the shares entitled to vote thereon, the
Corporation shall report in writing to the shareholders the number of shares
authorized or issued, and the consideration received by the Corporation, with or
before the notice of the next shareholders' meeting.
Section 8.05. Annual Report. The Corporation shall prepare and deliver
to the North Carolina Secretary of State for filing each year the annual report
required by the Act.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by the Act and the
Corporation's Articles of Incorporation. The Board of Directors may fix in
advance a record date for determining the shareholders entitled to a dividend.
If such record date is not fixed by the Board of Directors, the date the Board
of Directors authorizes such dividend shall be the record date.
Section 9.02. Seal. The corporate seal of the Corporation shall consist
of two concentric circles between or within which are the name of the
Corporation, the year of incorporation and the word "SEAL." The seal may be used
by causing it or a facsimile thereof to be impressed, affixed, stamped or
reproduced by any means. Any officer of the Corporation authorized to execute or
attest a document on behalf of the Corporation may affix or reproduce on such
document, as and for the corporate seal of the Corporation, a seal in any other
form sufficient to evidence that it is intended
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by such officer to represent the corporate seal of the Corporation, in which
case such seal shall be as effective as the corporate seal in the form herein
prescribed.
Section 9.03. Fiscal Year. The fiscal year of the Corporation shall be
established, and may be altered, by resolution of the Board of Directors from
time to time as the Board deems advisable.
Section 9.04. Amendments. Except as otherwise provided in the Articles
of Incorporation or the Act, these Bylaws may be amended or repealed and new
bylaws may be adopted by action of the Board of Directors or shareholders.
Section 9.05. Notice; Waiver of Notice. Whenever any notice is required
to be given under the Act, the Corporation's Articles of Incorporation, or these
Bylaws, it shall be in writing and may be communicated in person; by telephone,
telegraph, teletype or other form of wire or wireless communication, or by
facsimile transmission; or by mail or private carrier. If mailed, notice to a
shareholder is effective when deposited in the United States mail with postage
thereon prepaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders. All other notice is effective
at the earliest of the following: (i) when received; (ii) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed with
postage thereon prepaid and correctly addressed; (iii) on the date shown on the
return receipt, if sent by certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee. A shareholder or Director,
as the case may be, may waive notice otherwise required by these Bylaws, before
or after the date stated in such notice, by delivery of a written waiver of such
notice signed by such shareholder or Director to the Corporation for filing or
inclusion with the minutes or corporate records, or, to the extent provided by
the Act, by attendance at the meeting to which such notice relates.
Section 9.06. Shareholders of Record. For the purpose of determining
shareholders entitled to vote at any meeting of shareholders, or entitled to
receive dividends or other distributions, or in connection with any other proper
purpose requiring a determination of shareholders, the Board of Directors shall
by resolution fix a record date for such determination. The date shall be not
more than sixty (60) and not less than ten (10) days prior to the date on which
the activity requiring the determination is to occur. The shareholders of record
appearing in the stock transfer books of the Corporation at the close of
business on the record date so fixed shall constitute the shareholders of record
in respect of the activity in question. In the absence of action by the Board of
Directors to fix a record date, the record date (unless otherwise specified in
the Corporation's Articles of Incorporation or these Bylaws) shall be
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ten (10) days prior to the date on which the activity requiring a determination
of shareholders is to occur.
Section 9.07. Conflict with Act and Articles of Incorporation;
Severability. In the event of a conflict between the Act or the Corporation's
Articles of Incorporation and these Bylaws, the Act or Articles of
Incorporation, as the case may be shall prevail to the extent of such conflict.
Any provision of these Bylaws, or any amendment hereto, which is determined to
be in violation of the Act shall not in any way render the remaining provisions
invalid.
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