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EXHIBIT 3.2
BYLAWS
OF
FIRST FINANCIAL MANAGEMENT CORPORATION
Adopted February 2, 1983
(As amended through March 15, 1995)
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TABLE OF CONTENTS
PAGE
ARTICLE ONE: SHARE CERTIFICATES 1
1.1. Share Certificates
1.2. Share Records; Transfer of Shares
1.3. Lost, Stolen or Destroyed Certificates
1.4. Regulations, Transfer Agents and Registrars
1.5. Record Date
1.6. List or Record of Shareholders Entitled to Vote
ARTICLE TWO: SHAREHOLDERS' MEETINGS 3
2.1. Annual Meetings of Shareholders
2.2. Special Meetings of Shareholders
2.3. Notice
2.4. Voting; Presiding Officer
2.5. Quorum; Adjournment
2.6. Written Consent of Shareholders
2.7. Advance Notice of Shareholder Proposals or
Nominees for Director
ARTICLE THREE: DIRECTORS 7
3.1. Powers of Board
3.2. Number of Directors; Conduct of Meetings
3.3. Vacancies
3.4. Meetings of Board; Notice
3.5. Written Consent of Directors
3.6. Telephonic Meetings
3.7. Removal of Directors
3.8. Executive and Other Committees
ARTICLE FOUR: OFFICERS 12
4.1. Officers; Election
4.2. President
4.3. Secretary
4.4. Treasurer
4.5. Vice Chairmen and Vice Presidents
4.6. Appointment of Officers and Agents
4.7 Officers of Operational Units
4.8. Removal of Officers and Agents
4.9. Vacancies
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ARTICLE FIVE: SHAREHOLDER INSPECTION RIGHTS 15
5.1. Limitation on Inspection Rights
ARTICLE SIX: SEAL 15
6.1. Seal
ARTICLE SEVEN: INDEMNIFICATION AND INSURANCE 16
7.1. Indemnification of Directors
7.2. Additional Indemnification of Directors
7.3 Indemnification of Officers
7.4 Exclusivity
7.5 Insurance
ARTICLE EIGHT: AMENDMENT 18
8.1. Amendment
ARTICLE NINE: BUSINESS COMBINATIONS 18
9.1 Business Combinations
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BYLAWS
OF
FIRST FINANCIAL MANAGEMENT CORPORATION
ARTICLE ONE
SHARE CERTIFICATES
1.1. SHARE CERTIFICATES. Share certificates shall be issued in
consecutive order and shall be numbered in the order in which they are issued,
and the numbers and registered holders of and shares represented by such
certificates shall be entered in the stock records of the corporation. They
shall be signed by the President and the Secretary or an Assistant Secretary
and the seal of the corporation or a facsimile thereof shall be affixed
thereto; provided, however, that the signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation or an employee
of the corporation. In case any officer or officers who shall have signed or
whose facsimile signature or signatures shall have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be delivered as though the person
or persons who signed such certificate or certificates or whose facsimile
signatures shall have been used thereon had not ceased to be such officer or
officers.
1.2. SHARE RECORDS; TRANSFER OF SHARES. Transfers of shares of
the corporation shall be made in the share records of the corporation only by
the written direction of the person
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named in the certificate or by his attorney (authorized by duly executed power
of attorney) or his legal representative (who shall furnish proper evidence of
authority to transfer such shares), and upon surrender of the certificate or
certificates for such shares properly endorsed (or accompanied by a properly
endorsed instrument of transfer) and subject to such other reasonable
conditions and requirements as may be required by the corporation or its
agents; provided, however, that if the Board of Directors shall by resolution
so provide, transfer of stock may be made in any other manner provided by law.
The corporation shall maintain at its principal place of business or registered
office, or the transfer agent or registrar shall maintain at its office, a
record of the names and addresses of the corporation's shareholders and the
number of shares, by classes and series of stock, held by each.
1.3. LOST, STOLEN OR DESTROYED CERTIFICATES. In case of the
loss, theft or destruction of any certificate of stock, a new certificate may
be issued in its place, but only on delivery to the corporation of acceptable
proof of such loss, theft or destruction and of proof of compliance with the
requirements of law relating thereto and upon giving the corporation adequate
security, in such form as may be approved by the Board of Directors, sufficient
to indemnify the corporation against loss.
1.4. REGULATIONS, TRANSFER AGENTS AND REGISTRARS. The Board of
Directors shall have the power and authority to make all such rules and
regulations as it may deem expedient concerning the issuance, transfer,
conversion, registration, and cancellation of certificates for shares of this
corporation's stock not inconsistent with the laws of Georgia, the Articles of
Incorporation or these bylaws. The Board of Directors may appoint one or more
agents or
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registrars, or both, and may require all stock certificates to bear the
signature of a transfer agent or of a registrar or both.
1.5. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy days and,
in case of a meeting of shareholders, not less than ten days prior to the date
on which a particular action requiring such determination of shareholders is to
be taken.
1.6. LIST OR RECORD OF SHAREHOLDERS ENTITLED TO VOTE. The
Secretary or other officer or agent having charge of the corporation's stock
transfer books shall produce at each meeting of shareholders a list or record
of the shareholders which readily shows, in alphabetical order or by
alphabetical index, and by classes or series of stock, if any, the names of the
shareholders entitled to vote at the meeting, with the address of and the
number of shares held by each.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
2.1. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of
shareholders of the corporation shall be held at such time and place, within or
without the State of Georgia, as may from time to time be fixed by the
President; provided that failure to hold the annual meeting shall not work a
forfeiture or give cause for dissolution of the corporation, except as provided
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in section 14-2-285 of the Georgia Business Corporation Code in case of
deadlock among directors or shareholders, nor shall such failure otherwise
affect valid corporate acts.
2.2. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders may be called at any time by the Board of Directors, the Chairman
of the Board, if any, or the President, or by the corporation upon the written
request of any holder or holders of as much as 75 percent of the outstanding
shares of the corporation. Special meetings of the shareholders shall be held
at such time and place, within or without the State of Georgia, as may be
determined by the person or persons calling the meeting.
2.3. NOTICE. The Secretary or an Assistant Secretary shall
deliver a written notice of the place, day and time of all meetings of
shareholders, not less than 10 nor more than 60 days before the date of the
meeting, either personally or by first class mail, to each shareholder of
record entitled to vote at such meeting provided, however, that the corporation
may utilize a class of mail other than first class if the notice of the meeting
is mailed, with adequate postage prepaid, not less than 30 days before the date
of the shareholders' meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with first class postage
thereon prepaid, addressed to the shareholder at his address as it appears on
the share records of the corporation. The notice of any special meeting of
shareholders shall state the purpose or purposes for which the meeting is
called. Notice of any meeting of shareholders need not be given to any
shareholder who signs a waiver of notice, either before or after the meeting.
Attendance of a shareholder at a meeting, either in person or by proxy, shall
of itself constitute waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a
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shareholder attends a meeting solely for the purpose of stating, at the
beginning of the meeting, any such objection or objections to the transaction
of business.
2.4. VOTING; PRESIDING OFFICER. At all meetings of the
shareholders each holder of shares of the corporation shall be entitled to cast
one vote, either in person or by written proxy, for each share standing in his
name on the books of the corporation. The Chairman of the Board shall preside
at all meetings of the shareholders, unless he delegates such authority.
2.5. QUORUM; ADJOURNMENT. At all meetings of shareholders a
majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum for the
transaction of business. Except with respect to the election of directors and
as otherwise required by law or by sections 3.7 or 8.1 of these bylaws, if a
quorum exists, action on a matter by shareholders is approved if the votes cast
in favor of the action exceed the votes cast opposing the action. Directors
are elected by a plurality of the votes cast by the shareholders entitled to
vote at a meeting at which a quorum is present. The holders of a majority of
the shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.
2.6. WRITTEN CONSENT OF SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders of the corporation, or any action that
may be taken at a meeting of the shareholders, may be taken without a meeting
if a consent in writing setting forth the action so taken shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.
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2.7. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS OR NOMINEES FOR
DIRECTOR. No matter of business may be brought before any annual meeting of
shareholders and no person may be nominated for election as a director at any
meeting of shareholders, except a matter of business or nominee that has been:
(1) described or named in the notice of meeting of shareholders
or an accompanying proxy statement;
(2) approved for consideration or nomination by the Board of
Directors; or
(3) described or named in a written notice by a shareholder to
the secretary of the corporation which has been delivered to the secretary at
the principal executive offices of the corporation not less than 5 days prior
to the date of such meeting which sets forth: (a) the name and record address
of the shareholder delivering the notice; (b) the class and number of shares of
the corporation entitled to vote at such meeting which are beneficially owned
by the shareholder; (c) a brief description of such business matter or the name
and age of each nominee for director and such person's residence and business
addresses, the class and number of any shares of the corporation beneficially
owned by such nominee and such nominee's principal occupation; (d) any material
interest of the shareholder in such business matter or any material
relationship of the shareholder to such nominee for director and a description
of all arrangements or understandings between such shareholder and each such
nominee and any other person or persons (naming such person or persons)
pursuant to which such nomination or nominations are being made; and (e) as to
any nominee for director, the written consent of such person to serve as a
director of the corporation if so elected.
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Notwithstanding anything in these bylaws to the contrary, no
person shall be eligible for election as a director unless nominated in
accordance with this Section 2.7 and no matter of business shall be conducted
at an annual meeting of shareholders except in accordance with the procedures
set forth in this Section 2.7; provided, however, that nothing in this Section
2.7 shall be deemed to preclude discussion by any shareholder of any business
properly brought before any annual meeting of shareholders in accordance with
such procedures.
The chairman of the meeting of shareholders shall, if the facts
warrant, determine and declare to such meeting that business was not properly
brought before the meeting, or that nomination was not made in accordance with
the foregoing procedures, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted or the defective nomination shall be disregarded, as
appropriate.
ARTICLE THREE
DIRECTORS
3.1. POWERS OF BOARD. Subject to these bylaws, the Board of
Directors shall oversee the management of the business and operations of the
corporation which shall be conducted by or under the direction of the
President, and the Board of Directors shall have and may exercise all of the
other powers that may be exercised or performed by the corporation.
3.2. NUMBER OF DIRECTORS; CONDUCT OF MEETING. The Board of
Directors shall consist of not less than three persons nor more than nine
persons. The number of directors may be fixed or changed from time to time,
within the specified range, by the Board of Directors.
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Each director shall be elected at an annual meeting of the shareholders and
serve for a term of one year and until his successor is elected and qualified,
or until his earlier death, resignation or removal. A majority of said
directors shall constitute a quorum for the transaction of business. Except as
otherwise provided in these bylaws, all resolutions adopted and all business
transacted by the Board of Directors shall require the affirmative vote of a
majority of the directors present at the meeting. The Chairman of the Board
or, in his absence, the President, shall preside at all meetings of the Board
of Directors.
3.3. VACANCIES. Any vacancy occurring in the Board of Directors
by reason of death, resignation or incapacity to serve may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors, or by the sole remaining director, as the
case may be, or, if the vacancy is not so filled, or if no director remains, by
the shareholders. The directors may fill a vacancy created by an increase in
the number of directors pursuant to section 3.2 of these bylaws, but only for a
term of office continuing until the next annual election of directors by the
shareholders and the election and qualification of his successor.
3.4. MEETINGS OF BOARD; NOTICE. The directors shall meet
annually immediately following the annual meeting of the shareholders and
quarterly at times determined by the Chairman of the Board or the Board of
Directors; provided, however, that the failure to hold the annual meeting shall
not work a forfeiture or otherwise affect valid corporate acts. Special
meetings of the directors may be called at any time by the Chairman of the
Board or by any two directors, and shall be preceded by at least two days'
notice of the date, time and place of the meetings. Unless otherwise provided
by law, written notice shall be effective at the earliest of the following:
(1) when received or when delivered, properly addressed, to the director's last
known
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principal place of business or residence, (2) five days after deposit in the
mail, as evidenced by the post-mark, if mailed with first-class postage prepaid
and correctly addressed, or (3) 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. Oral notice shall be effective when
communicated if communicated in a comprehensible manner. Notice of the time
and place of an adjourned special meeting need not be given to absent directors
if the time and place are fixed at the meeting which has been adjourned. A
director may waive notice of any meeting by executing a written waiver and
delivering it to the corporation for inclusion in the minutes or filing with
the corporate records. Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting, any such objection or objections to the transaction of business. Any
meeting of the Board of Directors may be held within or without the State of
Georgia at such place as may be determined by the person or persons calling the
meeting. A majority of said directors shall constitute a quorum for the
transaction of business. Except as otherwise provided in these bylaws, all
resolutions adopted and all business transacted by the Board of Directors shall
require the affirmative vote of a majority of the directors present at the
meeting. The Chairman of the Board or, in his absence, the President, shall
preside at all meeting of the Board of Directors.
3.5. WRITTEN CONSENT OF DIRECTORS. Any action required to be
taken at a meeting of the directors, or any action that may be taken at a
meeting of the directors, may be taken
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without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors and be filed with the minutes of the
proceedings of the directors.
3.6. TELEPHONIC MEETINGS. Any action required to be taken at a
meeting of the directors, or any action that may be taken at a meeting of the
directors, may be taken at a meeting held by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such meeting. In all other respects the
provisions of Article Three of these bylaws with respect to meetings of the
Board of Directors shall apply.
3.7. REMOVAL OF DIRECTORS. At any shareholders' meeting with
respect to which notice of such purpose has been given, any one or more
directors may be removed, with or without cause, by the affirmative vote of the
holders of the majority of the shares of the corporation.
3.8. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may
designate from among its members an executive committee and one or more other
committees, each consisting of one or more directors, subject to the following:
(a) Each such committee shall have and may exercise,
consistent with and to the extent provided in the resolution of the Board of
Directors designating such committee, all the authority of the Board of
Directors (including, without limitation, the authority to authorize the
affixing of the corporate seal to all documents or other papers which may
require it), but no such committee shall have the authority of the Board of
Directors: (1) to approve or to propose to shareholders action that the Georgia
Business Corporation Code requires to be approved by shareholders; (2) to fill
vacancies on the Board of Directors or on any of its
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committees; (3) to amend the Articles of Incorporation pursuant to section
14-2-1002 of the Georgia Business Corporation Code; (4) to adopt, to amend or
to repeal the Bylaws; or (5) to approve a plan of merger not requiring
shareholder approval.
(b) Each member of any such committee shall hold office
until the next regular annual meeting of the Board of Directors following his
designation and until his successor is designated, elected and qualified. Any
vacancy in any such committee may be filled by a resolution adopted by a
majority of the full Board of Directors. The Board of Directors by resolution
adopted by a majority of the full Board of Directors may designate one or more
directors as alternate members of any such committee, who may act in the place
and stead of any absent member or members at any meeting of such committee.
Any member of any such committee may be removed at any time with or without
cause by resolution adopted by a majority of the full Board of Directors. Any
member of any such committee may resign from such committee at any time by
giving written notice to the President of the corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
(c) Unless the Board of Directors otherwise provides,
each committee designated by the Board of Directors may make, alter and repeal
rules for the holding of its meetings and the conduct of its business, subject
to the following: a majority of the entire authorized number of members of
such committee shall constitute a quorum for the transaction of business; the
vote of a majority of the members present at a meeting at the time of a vote if
a quorum is then present shall be the act of such committee; and in other
respects each committee shall hold its meetings and conduct its business in the
same manner as does the Board of Directors
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pursuant to Article Three of these bylaws (including, without limitation, the
taking of action without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members of such committee and be
filed with the minutes of the proceedings of such committee). Each such
committee shall keep minutes or other records of its proceedings and shall
report its actions to the Board of Directors as requested and at regularly
scheduled meetings of the Board of Directors.
(d) The designation of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors or any member thereof, of any responsibility imposed by law.
ARTICLE FOUR
OFFICERS
4.1. OFFICERS; ELECTION. The Board of Directors shall elect a
Chairman of the Board, a President, a Secretary and a Treasurer and may elect
one or more Vice Chairmen, Vice Presidents, or other officers or assistant
officers. Any two or more offices may be held by the same person, except the
office of President and Secretary.
4.2. PRESIDENT. The President shall be the chief executive
officer of the corporation, and shall be responsible for the conduct of the
business of the corporation, including general supervision of the other
officers of the corporation. He shall have the authority to execute notes or
other contracts, agreements or instruments under the seal of the corporation or
otherwise. The President shall have the authority to institute legal
proceedings when the directors are deadlocked.
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4.3. SECRETARY. The Secretary shall keep minutes of all
meetings of the shareholders and directors and have charge of the minute books,
share records and seal of the corporation, shall have the authority to certify
as to the corporate books and records, and shall perform such other duties and
shall have such other powers as may from time to time be delegated to him by
the President or the Board of Directors.
4.4. TREASURER. The Treasurer shall be charged with the
management of the financial affairs of the corporation. He shall in general
perform all of the duties incident to the office of treasurer and shall perform
such other duties and have such other powers as from time to time may be
assigned to him by the President or the Board of Directors.
4.5. VICE CHAIRMEN AND VICE PRESIDENTS. Each Vice Chairman and
Vice President, if any, shall perform such duties and exercise such powers as
the President shall request or delegate and, unless the President otherwise
directs, shall perform such other duties as are generally performed by vice
chairmen and vice presidents, respectively, with equivalent restrictions, if
any, on title, and shall have such other powers as may from time to time be
delegated to him by the Board of Directors.
4.6. APPOINTMENT OF OFFICERS AND AGENTS. The President may
appoint one or more Vice Chairmen and Vice Presidents and such other officers,
assistant officers and agents as the President may determine. Any such
officers, assistant officers or agents so appointed shall perform such duties
and have such powers as from time to time may be delegated by the President,
and, unless the President otherwise directs, such appointed officers and
assistant officers shall perform such duties as are generally performed by
officers or assistant officers with
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equivalent restrictions, if any, on title and shall have such other powers as
may from time to time be delegated by the Board of Directors.
4.7. OFFICERS OF OPERATIONAL UNITS. In addition to any
officers, assistant officers and agents of the corporation as a whole, the
President may appoint any such officers, assistant officers and agents of the
corporation's operational groups, divisions and other units as the President
may determine and unless the President of the corporation otherwise directs,
any person appointed by the President of the corporation as the principal
officer of any operational group, division or other unit of the corporation may
appoint such other officers, assistant officers and agents for the respective
operational group, division or other unit as such principal officer may
determine. Any person appointed as an officer or assistant officer with
respect to a particular operational group, division or other unit of the
corporation shall perform such duties and have such authority as are generally
performed by and possessed by officers or assistant officers with equivalent
restrictions, if any, on title; provided, however, that unless such person is
also elected or appointed as an officer of the corporation as a whole, such
duties and authority shall pertain only to the operations of the respective
operational group, division or other unit. Any such officer, assistant officer
or other agent of an operational group, division or other unit also shall have
such other powers as may from time to time be delegated by the Board of
Directors or the President of the corporation.
4.8. REMOVAL OF OFFICERS AND AGENTS. Any officer, assistant
officer or agent elected by the Board of Directors may be removed by the Board
whenever in its judgment the best interests of the corporation will be served
thereby. Any officer or assistant officer appointed
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by the President may be removed by the President or by the Board of Directors
whenever in his or its judgment the best interests of the corporation will be
served thereby.
4.9. VACANCIES. Any vacancy, however occurring, in any office
may be filled by the Board of Directors.
ARTICLE FIVE
SHAREHOLDER INSPECTION RIGHTS
5.1. LIMITATION ON INSPECTION RIGHTS. Shareholders owning 2% or
less of the shares of outstanding common stock of the corporation shall not be
entitled to inspect or copy the accounting records of the corporation or the
record of the corporation's shareholders.
ARTICLE SIX
SEAL
6.1. SEAL. The seal of the corporation shall be in such form as
the Board of Directors may from time to time determine. In the event it is
inconvenient to use such a seal at any time, the words "Corporate Seal" or the
word "Seal" in parentheses or scroll accompanying the signature of an officer
signing for and on behalf of the corporation shall be the seal of the
corporation. The seal shall be in the custody of the Secretary or Assistant
Secretary and affixed by him on the share certificates, unless a facsimile
thereof is used, and on such other papers as may be directed by law, by these
bylaws or by the Board of Directors.
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ARTICLE SEVEN
INDEMNIFICATION AND INSURANCE
7.1. INDEMNIFICATION OF DIRECTORS. The corporation shall
indemnify and pay for or reimburse expenses, including payments in advance of
final disposition of any proceeding, of each person who is or was a director of
the corporation (including the heirs, executors, administrators or estate of
such person) or is or was serving at the request of the corporation as a
director, officer, partner, trustee or employee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise to
the full extent permitted under sections 14-2-851 through 855 of the Georgia
Business Corporation Code (the "Code"). (References to any provision of the
Code shall also refer to any successor provisions of the laws of the State of
Georgia.) If any such indemnification is requested pursuant to section
14-2-851 of the Code, the Board of Directors shall cause a determination to be
made (unless a court has ordered the indemnification) in one of the manners
prescribed in section 14-2-855 of the Code as to whether indemnification of the
party requesting indemnification is proper in the circumstances because he has
met the applicable standard of conduct set forth in section 14-2-851(a) of the
Code. Upon any such determination that such indemnification is proper, the
corporation shall make indemnification payments of liability, cost, payment or
expense asserted against, or paid or incurred by, him in his capacity as such
to the maximum extent permitted by the Code.
7.2. ADDITIONAL INDEMNIFICATION OF DIRECTORS. The corporation
shall also indemnify and pay or reimburse liabilities and expenses incurred by
each person who is or was a director of the corporation or is or was serving at
the request of the corporation as a director, officer, partner, trustee or
employee of another foreign or domestic corporation, partnership, joint
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venture, trust, employee benefit plan or other enterprise, including any
liability or expense incurred in or as a result of a proceeding brought by or
in the right of the corporation, to the full extent permitted by section
14-2-856 of the Code, subject to the conditions and limitations contained in
that section; provided, however, that such indemnification (other than advances
or reimbursements of expenses pursuant to section 14-2-856(c) of the Code)
shall be made only if there has been a determination in the manner prescribed
in section 14-2-855(b) of the Code that the director is entitled to such
indemnification under this section 7.2 and section 14-2-856 of the Code.
7.3 INDEMNIFICATION OF OFFICERS. Any officer of the
corporation who is not a director shall be entitled to indemnification to the
same extent as though he were a director.
7.4 EXCLUSIVITY. The indemnification obligations of the
corporation set forth in this Article shall not be deemed exclusive of any
other rights, in respect to indemnification or otherwise, to which any party
may be entitled under any provision of the Articles of Incorporation, these
Bylaws, any general or specific action of the Board of Directors or the
shareholders or any contract, in each case which is permitted by the Code.
7.5 INSURANCE. The corporation may purchase and maintain
insurance at its expense, to protect itself and any director, officer or
employee of the corporation against any liability, cost, payment or expense
asserted against or incurred by him in his capacity or arising from his status
as a director, officer or employee of the corporation, or as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise as to which capacity he is serving at the
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request of the corporation, whether or not the corporation would have the power
to indemnify such person against such liability or expense.
ARTICLE EIGHT
AMENDMENT
8.1. AMENDMENT. These bylaws may be amended at any meeting of
the shareholders by the affirmative vote of a majority of the issued and
outstanding shares of the corporation, or at any meeting of the directors of
the corporation by an affirmative vote of a majority of all directors then
holding office.
ARTICLE NINE
BUSINESS COMBINATIONS
9.1 BUSINESS COMBINATIONS. The provisions of sections
14-2-232 through 14-2-235 and the provisions of sections 14-2-236 through
14-2-238 of the Georgia Business Corporation Code or any successor provisions
of the laws of the State of Georgia shall apply to all business combinations as
defined therein, and the provisions of sections 14-2-232 through 14-2-235 and
the provisions of sections 14-2-236 through 14-2-238 of said Code or any
successor provisions of the laws of the State of Georgia are hereby
incorporated into these bylaws by this reference.
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