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EXHIBIT 3.2
RESTATED BY-LAWS
OF
CRAWFORD & COMPANY
(reflecting amendments made through February 4, 1997)
ARTICLE I
SHAREHOLDERS
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Section 1. Annual Meeting. The annual meeting of the shareholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such place, either within
or without the State of Georgia, on such date, and at such time, as the Board of
Directors or its Executive Committee may by resolution provide, or if the Board
of Directors or Executive Committee fails to provide for such meeting by action
by April 1 of any year, then such meeting shall be held at the principal office
of the Company in Atlanta, Georgia at 11:00 a.m. on the third Tuesday in April
of each year, if not a legal holiday under the laws of the State of Georgia, and
if a legal holiday, on the next succeeding business day. The Board of Directors
may specify by resolution prior to any special meeting of shareholders held
within the year that such meeting shall be in lieu of the annual meeting.
Section 2. Special Meetings. Except as otherwise provided by law,
special meetings of the shareholders may be called by the Board of Directors, or
its Executive Committee, or by the Chairman of the Board, or by the President,
or by the holders of record of at least one-fourth (1/4) of the outstanding
stock entitled to vote at such meeting. Such meeting may be held in such place,
either within or without the State of Georgia, as is stated in the call and
notice thereof.
Section 3. Notice of Meeting. Written notice of each meeting of
shareholders, stating the date, time and place of the meeting, and describing
the purpose or purposes of the meeting if it is a special meeting, shall be
mailed to each shareholder entitled to vote at such meeting at such
shareholder's address shown on the Company's current record of shareholders not
less than ten (10) nor more than sixty (60) days prior to such meeting. If an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
or a sale of assets of the Company is to be considered at any annual or special
meeting, the written notice shall state that consideration of such action is one
of the purposes of such meeting. A shareholder may waive notice of a meeting
before or after the meeting. The waiver must be in writing, must be signed by
the shareholder entitled to the notice, and must be delivered to the Company 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
objects to holding a meeting or transacting business at the meeting, and (2)
waives objection to consideration of a particular matter at the meeting, that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented. Neither the
business transacted at, nor the purpose of, any meeting need be stated in a
waiver of notice of a meeting, except that, with respect to a waiver of notice
of a meeting at which an amendment to the Articles of Incorporation, a plan of
merger or share exchange, sale of assets, or any other action that would entitle
the shareholder to dissenter's rights, is submitted to a vote of shareholders,
the same material that the Georgia Business Corporation Code would have required
to be sent to the shareholder in a notice of the meeting must
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be delivered to the shareholder prior to such shareholder's execution of the
waiver of notice, or the waiver itself must expressly waive the right to such
material.
Notice of any meeting may be given by or at the direction of the
Secretary or by the person or persons calling such meeting, if the Secretary
fails to give such notice within twenty (20) days after the call of a meeting.
No notice need be given of the new date, time or place of reconvening any
adjourned meeting, if the new date, time and place to which the meeting is
adjourned are announced at the adjourned meeting before adjournment, except
that, if a new record date for the adjourned meeting is or must be fixed under
the applicable provisions of the Georgia Business Corporation Code, notice of
the adjourned meeting must be given to persons who are shareholders as of the
new record date.
Section 4. Quorum. A majority in interest of the issued and
outstanding capital stock of the Company entitled to vote at any annual or
special meeting of shareholders and represented either in person or by proxy
shall constitute a quorum for the transaction of business at such annual or
special meeting. Once a share is represented for any purpose at a meeting other
than solely to object to holding the meeting or transacting business at the
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 (under the provisions of the Georgia Business Corporation Code) set for
that adjourned meeting. If a quorum shall not be present, the holders of a
majority of the stock represented may adjourn the meeting to some later time.
When a quorum is present, a vote of a majority of the stock represented in
person or by proxy shall determine any question, except as otherwise provided by
the Articles of Incorporation, these By-laws, or by law.
Section 5. Proxies. A shareholder may vote, execute consents, waivers
and releases and exercise any of his other rights, either in person or by proxy
duly executed in writing by the shareholder. A proxy for any meeting shall be
valid for any adjournment of such meeting.
Section 6. Record Date. The Board shall have power to close the stock
transfer books of the Company for a period not to exceed fifty (50) days
preceding the date of any meeting of shareholders, or the date for payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board may fix in advance a date, not exceeding seventy (70) days
preceding the date of any meeting of shareholders, or the date of the payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notices of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Company after any such record date fixed as aforesaid.
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ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors shall have the
management of the business of the Company, and, subject to any restrictions
imposed by law, by the charter, or by these By-Laws, may exercise all the power
of the corporation.
Section 2. Number and Term of Directors. The number of Directors
which shall constitute the full Board shall be ten (10), but the number may be
increased or decreased by amendment of these By-Laws either by the Board of
Directors or by the affirmative vote of a majority of the voting power of the
outstanding stock of the Company entitled to vote generally in the election of
Directors, voting as a class. At each annual meeting the shareholders entitled
to vote thereon shall elect the Directors, who shall serve until their
successors are elected and qualified; provided that the shareholders entitled
to vote thereon at any special meeting may remove any Director, with or without
cause, and may fill any vacancy created thereby. Any vacancy in the Board of
Directors occurring between meetings of the shareholders may be filled by the
vote of a majority of the remaining Directors, though less than a quorum.
Section 3. Meetings of the Directors. The Board may by resolution
provide for the time and place of regular meetings, and no notice need be given
of such regular meetings. Special meetings of the Directors may be called by
the full Board of Directors, by the Executive Committee of the Board of
Directors, by the Chairman of the Board, by the President, or by at least any
two (2) of the Directors. There shall be an annual meeting of the Board of
Directors at the place of and immediately following the annual meeting of
shareholders.
Section 4. Quorum. A majority of the number of Directors fixed as
herein provided or fixed as otherwise provided by law shall constitute a quorum
for the transaction of business at any meeting thereof. If a quorum shall not
be present, a majority of the Directors present at any such meeting may adjourn
the meeting to some later time.
Section 5. Action. When a quorum is present, the vote of a majority
of the Directors present shall be the act of the Board of Directors, unless a
greater vote is required by law, by the Articles of Incorporation or by these
By-Laws.
Section 6. Notice of Meetings. Notice of each meeting of the Board
shall be given by the Secretary by mailing the same at least five (5) days
before the meeting or by telephone or telegraph or in person at least two (2)
days before the meeting, to each Director, except that no notice need be given
of regular meetings fixed by the resolution of the Board. Any Director may
waive notice, either before or after any meeting, and shall be deemed to have
waived notice if he is present at the meeting. If the Secretary fails to give
such notice in the manner specified in the call, within five (5) days after
receiving notice of the call, the person or persons calling such meetings, or
any person designated by him or them may give such notice. Neither the business
to be transacted at or the purpose of any regular or special meeting of the
Board need be specified in the notice or waiver of notice of such meeting.
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Section 7. Committees. The Board may by resolution provide for an
Executive Committee and one or more other committees, each consisting of such
Directors as are designated by the Board. Any vacancy in such Committee may be
filled by the Board. Except as otherwise provided by law, by these By-Laws, or
by resolution of the full Board, such Executive Committee shall have and may
exercise the full powers of the Board of Directors during the interval between
the meetings of the Board and wherever by these By-Laws, or by resolution of the
shareholders, the Board of Directors is authorized to take action or to make a
determination, such action or determination may be taken or made by such
Executive Committee, unless these By-Laws or such resolution expressly require
that such action or determination be taken or made by the full Board of
Directors. The Executive Committee, or other Committee, shall by resolution fix
its own rules of procedure, and the time and place of its meetings, and the
person or persons who may call, and the method of call, of its meetings.
Section 8. Compensation. A fee for serving as a Director and
reimbursement for expenses for attendance at meetings of the Board of Directors
or any Committee thereof may be fixed by resolution of the full Board.
Section 9. Qualifications of Directors
(a) Corporate Officers. Except as provided in subsection (c)
below, no person who is or has been an officer of the Company shall be eligible
for nomination or renomination as a member of the Board of Directors of the
Company at any time after the earlier of the following occurrences: (i) such
person has attained the age of seventy (70), or (ii) the second anniversary of
the date of such person's retirement, resignation or removal as an officer of
the Company.
(b) Other Directors. Except as provided in subsection (c) below,
no person shall be eligible for nomination or renomination as a member of the
Board of Directors of the Company at any time after the earlier of the
following occurrences: (i) such person has attained the age of seventy (70),
or (ii) the second anniversary of the termination by retirement of the
"Principal Employment" (as hereinafter defined) of such person. As used
herein, the term "Principal Employment" means the principal employment,
professional affiliation or business activity as set forth in the Company's
Proxy Statement dated March 24, 1986 (in the case of directors holding office
on April 22, 1986) or the first Proxy Statement of the Company that contains
such information (in the case of directors first elected after April 22, 1986).
(c) Exceptions. The provisions of subsections (a) and (b) above shall
not apply with respect to any person who, at the time of such person's
nomination or re-nomination as a member of the Board of Directors of the
Company, is the beneficial owner of ten percent (10%) or more of the voting
power of the outstanding stock of the Company entitled to vote generally in the
election of Directors.
Section 10. Honorary Directors. The Board of Directors shall
have the authority to appoint honorary members of the Board of Directors and to
further designate any such honorary member as an "Emeritus" officer of the
Company. It shall not be a requirement that any such honorary member be
qualified to be a member of the Board of Directors. An honorary member shall
be entitled to notice of and attendance at all meetings of the Board of
Directors and to participate in such meetings, except that such honorary member
shall have no voting rights nor shall such honorary member be included in
determining a quorum under Section 4.
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ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall consist of a
Chairman of the Board, a corporate President, one or more business unit
Presidents, one or more Vice Presidents, a Secretary, a Comptroller, a
Treasurer, and such other officers or assistant officers as may be elected by
the Board of Directors. Any two (2) or more offices may be held by the same
person. The Board may designate one or more Vice Presidents as Executive Vice
Presidents or Senior Vice Presidents, and may designate the order in which the
Vice Presidents may act.
Section 2. Chairman of the Board. Subject to the control of the
Board of Directors, the Chairman of the Board shall give supervision and
direction to the affairs of the Company, and shall be the chief executive
officer of the Company. He shall preside at all meetings of the shareholders
and of the Board of Directors.
Section 3. Corporate President. The corporate President shall be
the chief operating officer of the Company and shall give general supervision
and administrative direction to the affairs of the Company, subject to the
direction of the Board of Directors and Chairman of the Board.
Section 4. Business Unit President. A business unit President
shall be the chief operating officer of the designated major business unit of
the Corporation, reporting to the Chairman of the Board or the corporate
President, as the Board of Directors shall designate. Business units need not
have a President, and in the absence of such an officer, will be managed by one
or more Vice Presidents.
Section 5. Vice President. A Vice President shall have such
powers and perform such duties as the Board of Directors, corporate President,
or, in the case of the business unit Vice President, as that business unit
President may prescribe. A Vice President shall act in case of the absence or
disability of the corporate President or business unit President. If there is
more than one Vice President, such Vice Presidents shall act in the order of
precedence as set out by the Board of Directors, or in the absence of such
designation, as designated by the corporate President or business unit
President.
Section 6. Treasurer. The Treasurer shall receive and have the
custody of all moneys and securities of the Company, shall pay such dividends
as may be declared from time to time by the Board of Directors, and do and
perform all such duties as may be required of him by its Board of Directors,
and such other duties as usually devolve upon such officers.
Section 7. Comptroller. The Comptroller shall be responsible
for the maintenance of proper financial books and records of the Company.
Section 8. Secretary. The Secretary shall keep the minutes of the
meetings of the shareholders, the Directors, the Executive Committee, and the
other committees of the Board and shall have custody of the seal of the
Company.
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Section 9. Assistant Secretaries. The Assistant Secretaries, in the
order of their seniority, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall perform
such other duties as the Board of Directors shall prescribe.
Section 10. Assistant Treasurers. The Assistant Treasurers, in the
order of their seniority, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer, and shall perform
such other duties as the Board of Directors shall prescribe.
Section 11. Other Duties and Authorities. Each officer, employee and
agent shall have such other duties and authorities as may be conferred on them
by the Board of Directors and, subject to any directions of the Board, by the
Chairman of the Board, the corporate President, and any business unit
President.
Section 12. Removal. Any officer may be removed at any time by the
Board of Directors and such vacancy may be filled by the Board of Directors. A
contract of employment for a definite term shall not prevent the removal of any
officer; but this provision shall not prevent the making of a contract of
employment with any officer and any officer removed in breach of his contract
of employment shall have a cause of action therefor.
Section 13. Salary. The salaries of all officers of the Company
shall be fixed by the Board of Directors or by a duly authorized Committee of
the Board.
ARTICLE IV
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Company shall be deposited
in the name of the Company in such depository or depositories as the Board may
designate and shall be drawn out on checks, drafts or other orders signed by
such officer, officers, agent or agents as the Board may from time to time
authorize.
Section 2. Contracts. All contracts and other instruments shall be
signed on behalf of the Company by such officer, officers, agent or agents, as
the Board may from time to time by resolution provide.
Section 3. Seal. The corporate seal of the Company shall be as
follows, or in such other form as the Board may from time to time by resolution
provide:
(Imprint of Seal)
If the seal is affixed to a document, the signature of the Secretary or
an Assistant Secretary shall attest the seal. The seal and its attestation may
be lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it had been affixed
and attested manually.
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ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The certificates
of shares of capital stock of the Company shall be in such form as may be
approved by the Board of Directors and shall be signed by the Chairman of the
Board or the President and by the Secretary or any Assistant Secretary or
Treasurer or any Assistant Treasurer, provided that any such certificate may be
signed by the facsimile of the signature of either or both of such officers
imprinted thereon if the same is countersigned by a transfer agent of the
Company, and provided further that certificates bearing the facsimile of the
signature of such officers imprinted thereon shall be valid in all respects as
if such person or persons were still in office, even though such officer or
officers have died or otherwise ceased to be officers.
Section 2. Transfer of Shares. Shares of stock in the Company shall
be transferable only on the books of the Company by proper transfer signed by
the holder of record thereof or by a person duly authorized to sign for such
holder of record. The Company or its transfer agent shall be authorized to
refuse any transfer unless and until it is furnished such evidence as it may
reasonably require showing that the requested transfer is proper. Upon the
surrender of a certificate for transfer of shares of stock, such certificate
shall at once be conspicuously marked on its face "Cancelled" and filed with
the permanent stock records of the Company.
Section 3. Lost, Destroyed or Mutilated Certificates. The Board may
by resolution provide for the issuance of certificates in lieu of lost,
destroyed or mutilated certificates and may authorize such officer or agent as
it may designate to determine the sufficiency of the evidence of such loss,
destruction or mutilation and the sufficiency of any security furnished to the
Company and to determine whether such duplicate certificate should be issued.
Section 4. Transfer Agent and Registrar. The Board may appoint a
transfer agent or agents and a registrar or registrars of transfers, and may
require that all stock certificates bear the signature of such transfer agent
or such transfer agent and registrar.
ARTICLE VI
INDEMNIFICATION
Section 1. The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including court costs and
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement,
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conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including court costs and attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent
of the Company shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including court costs and attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 4. Any indemnification under Sections 1 and 2 of this Article
(unless ordered by a court) shall be made by the Company only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in said Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders.
Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the final
disposition or such action, suit or proceeding as authorized by the Board of
Directors in the manner provided in Section 4 of this Article upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Company as authorized in this Article, and, if such
person is a director, upon receipt of a written affirmation of such director's
good faith belief that he or she has met the standards of conduct required by
the Georgia Business Corporation Code.
Section 6. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has
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ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 7. The Board of Directors may authorize, by a vote of a
majority of the full Board, the Company to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Article.
ARTICLE VII
AMENDMENT
Section 1. The Board of Directors or the shareholders entitled to
vote thereon shall have the power to alter, amend or repeal the By-laws or
adopt new by-laws. The shareholders may prescribe that any by-law or by-laws
adopted by them shall not be altered, amended or repealed by the Board of
Directors. Action by the Board of Directors with respect to by-laws shall be
taken by an affirmative vote of a majority of all directors then holding
office. An action by the shareholders with respect to by-laws shall be taken
by the affirmative vote of a majority of the shares then issued and outstanding
and entitled to vote.