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EXHIBIT 3.2
BYLAWS
OF
GREENVILLE FIRST BANCSHARES, INC.
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GREENVILLE FIRST BANCSHARES, INC.
TABLE OF CONTENTS
ARTICLE 1
OFFICES ............................................................................................1
Section 1: Registered Office and Agent.....................................................1
Section 2: Other Offices...................................................................1
ARTICLE 2
SHAREHOLDERS........................................................................................1
Section 1: Place of Meetings...............................................................1
Section 2: Annual Meetings.................................................................1
Section 3: Special Meetings................................................................1
Section 4: Notice..........................................................................2
Section 5: Quorum..........................................................................2
Section 6: Majority Vote; Withdrawal of Quorum.............................................3
Section 7: Method of Voting................................................................3
Section 8: Record Date.....................................................................3
Section 9: Shareholder Proposals...........................................................3
ARTICLE 3
DIRECTORS...........................................................................................4
Section 1: Management......................................................................4
Section 2: Number, Classification and Terms of Office
of Directors.......................................................................4
Section 3: Qualifications of Directors.....................................................5
Section 4: Election of Directors...........................................................5
Section 5: Nomination of Directors.........................................................5
Section 6: Retirement of Directors.........................................................6
Section 7: Emeritus Directors..............................................................6
Section 8: Vacancies.......................................................................6
Section 9: Removal of Directors............................................................7
Section 10: Place of Meetings..............................................................7
Section 11: Regular Meetings...............................................................7
Section 12: Special Meetings...............................................................7
Section 13: Telephone and Similar Meetings.................................................7
Section 14: Quorum; Majority Vote..........................................................7
Section 15: Compensation...................................................................7
Section 16: Procedure......................................................................8
Section 17: Action Without Meeting.........................................................8
ARTICLE 4
BOARD COMMITTEES....................................................................................8
Section 1: Designation.....................................................................8
Section 2: Meetings........................................................................8
Section 3: Quorum; Majority Vote...........................................................8
Section 4: Procedure.......................................................................9
Section 5: Action Without Meeting..........................................................9
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Section 6: Telephone and Similar Meetings..................................................9
ARTICLE 5
OFFICERS ...........................................................................................9
Section 1: Offices.........................................................................9
Section 2: Term............................................................................9
Section 3: Vacancies.......................................................................9
Section 4: Compensation...................................................................10
Section 5: Removal........................................................................10
Section 6: Chairman of the Board..........................................................10
Section 7: Chief Executive Officer........................................................10
Section 8: President......................................................................10
Section 9: Vice Presidents................................................................10
Section 10: Secretary.....................................................................10
Section 11: Assistant Secretary...........................................................11
Section 12: Treasurer.....................................................................11
ARTICLE 6
INDEMNIFICATION....................................................................................11
Section 1: Indemnification of Directors...................................................11
Section 2: Advancement of Expenses........................................................12
Section 3: Indemnification of Officers, Employees and Agents..............................13
Section 4: Insurance......................................................................13
Section 5: Nonexclusivity of Rights; Agreements...........................................13
Section 6: Continuing Benefits; Successors................................................13
Section 7: Interpretation; Construction...................................................14
Section 8: Amendment......................................................................14
Section 9: Severability...................................................................14
ARTICLE 7
CERTIFICATES AND SHAREHOLDERS......................................................................14
Section 1: Certificates...................................................................14
Section 2: Issuance of Shares.............................................................15
Section 3: Rights of Corporation with Respect to
Registered Owners.................................................................15
Section 4: Transfers of Shares............................................................15
Section 5: Registration of Transfer.......................................................15
Section 6: Lost, Stolen or Destroyed Certificates.........................................15
Section 7: Restrictions on Shares.........................................................16
Section 8: Control Share Acquisitions Statute.............................................16
Section 9: Voting of Stock Held...........................................................16
ARTICLE 8
GENERAL PROVISIONS.................................................................................17
Section 1: Distributions..................................................................17
Section 2: Books and Records..............................................................17
Section 3: Execution of Documents.........................................................17
Section 4: Fiscal Year....................................................................17
Section 5: Seal...........................................................................17
Section 6: Resignation....................................................................17
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Section 7: Computation of Days............................................................17
Section 8: Amendment of Bylaws............................................................17
Section 9: Construction...................................................................18
Section 10: Headings......................................................................18
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BYLAWS
OF
GREENVILLE FIRST BANCSHARES, INC.
ARTICLE 1: OFFICES
Section 1: Registered Office and Agent. The registered office of the
Corporation shall be at 301 North Main Street, Greenville, South Carolina 29601.
The registered agent shall be R. Arthur Seaver, Jr.
Section 2: Other Offices. The Corporation may also have offices at such
other places within and without the State of South Carolina as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE 2: SHAREHOLDERS
Section 1: Place of Meetings. Meetings of shareholders shall be held at
the time and place, within or without the State of South Carolina, stated in the
notice of the meeting or in a waiver of notice.
Section 2: Annual Meetings. An annual meeting of the shareholders shall
be held each year on the third Thursday of April, if not a legal holiday, but if
a legal holiday, then on the next Thursday not a legal holiday, or on such other
date and at a time to be set by the Board of Directors in accordance with all
applicable notice requirements. At the meeting, the shareholders shall elect
directors and transact such other business as may properly be brought before the
meeting.
Section 3: Special Meetings.
(a) Special meetings of the shareholders, for any purpose or
purposes, unless otherwise required by the South Carolina Business Corporation
Act of 1988, as amended from time to time (the "Act"), the Articles of
Incorporation of the Corporation (the "Articles"), or these Bylaws, may be
called by the chief executive officer, the president, the chairman of the Board
of Directors or a majority of the Board of Directors.
(b) In addition to a special meeting called in accordance with
subsection 3(a) of this Article 2, the Corporation shall, if and to the extent
that it is required by applicable law, hold a special meeting of shareholders if
the holders of at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at such special meeting sign, date and deliver
to the secretary of the Corporation one or more written demands for the meeting.
Such written demands shall be delivered to the secretary by certified mail,
return receipt
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requested. Such written demands sent to the secretary of the Corporation shall
set forth as to each matter the shareholder or shareholders propose to be
presented at the special meeting (i) a description of the purpose or purposes
for which the meeting is to be held (including the specific proposal(s) to be
presented); (ii) the name and record address of the shareholder or shareholders
proposing such business; (iii) the class and number of shares of the Corporation
that are owned of record by the shareholder or shareholders as of a date within
ten days of the delivery of the demand; (iv) the class and number of shares of
the Corporation that are held beneficially, but not held of record, by the
shareholder or shareholders as of a date within ten days of the delivery of the
demand; and (v) any interest of the shareholder or shareholders in such
business. Any such special shareholders' meeting shall be held at a location
designated by the Board of Directors. The Board of Directors may set such rules
for any such meeting as it may deem appropriate, including when the meeting will
be held (subject to any requirements of the Act), the agenda for the meeting
(which may include any proposals made by the Board of Directors), who may attend
the meeting in addition to shareholders of record and other such matters.
(c) Business transacted at any special meeting shall be
confined to the specific purpose or purposes stated in the notice of the
meeting.
Section 4: Notice.
(a) Written or printed notice stating the place, day and hour
of the meeting and, in the case of a special meeting, the specific purpose or
purposes for which the meeting is called, shall be delivered by the Corporation
not less than ten nor more than sixty days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed effective when deposited
with postage prepaid in the United States mail, addressed to the shareholder at
the address appearing on the stock transfer books of the Corporation. Except as
may be expressly provided by law, no failure or irregularity of notice of any
regular meeting shall invalidate the same or any proceeding thereat.
(b) The notice of each special shareholders meeting shall
include a description of the specific purpose or purposes for which the meeting
is called. Except as provided by law, the Articles or these Bylaws, the notice
of an annual shareholders meeting need not include a description of the purpose
or purposes for which the meeting is called.
Section 5: Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, by the Articles or by these Bylaws. If a quorum is not present or
represented at a meeting of the shareholders, the shareholders entitled to vote,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At an adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. Once a share
is represented for any purpose at a meeting it is deemed present for quorum
purposes.
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Section 6: Majority Vote; Withdrawal of Quorum. Except in regards to
the election of directors, when a quorum is present at a meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide any question brought before the meeting,
unless the question is one on which, by express provision of the statutes, the
Articles or these Bylaws, a higher vote is required in which case the express
provision shall govern. Directors shall be elected by a plurality vote of the
shareholders. The shareholders present at a duly constituted meeting may
continue to transact business until adjournment, despite the withdrawal of
enough shareholders to leave less than a quorum.
Section 7: Method of Voting. Each outstanding share of common stock
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Each outstanding share of other classes of stock, if any, shall
have such voting rights as may be prescribed by the Board of Directors. Proxies
delivered by facsimile to the Corporation, if otherwise in order, shall be
valid. Votes shall be taken by voice, by hand or in writing, as directed by the
chairman of the meeting. Voting for directors shall be in accordance with
Article 3, Section 3 of these Bylaws.
Section 8: Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, including any
special meeting, or shareholders entitled to receive payment of dividends, or in
order to make a determination of shareholders for any other purpose, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not less than ten nor
more than seventy days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. Except as
otherwise provided by law, if no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
of shareholders entitled to receive payment of dividends, the date on which
notice of the meeting is mailed, or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date.
Section 9: Shareholder Proposals.
(a) To the extent required by applicable law, a shareholder
may bring a proposal before an annual meeting of shareholders as set forth in
this Section 9. To be properly brought before an annual meeting of shareholders,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors; (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors; or (iii) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the secretary of the
Corporation. To be timely, a shareholder's notice must be given, either by
personal delivery or by United States mail, postage prepaid, return receipt
requested, to the secretary of the Corporation not less than 30 nor more than 60
days in advance of the annual meeting (provided, however, that if less than 31
days' notice of the meeting is given to shareholders, such written notice shall
be delivered or mailed, as prescribed, to the Secretary of Corporation not later
than the close of the tenth day following the day on which notice of the meeting
was mailed to shareholders). A shareholder's notice to the secretary of the
Corporation shall set forth for each
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matter the shareholder proposes to bring before the annual meeting (i) a
description of the business desired to be brought before the annual meeting
(including the specific proposal(s) to be presented) and the reasons for
conducting such business at the annual meeting; (ii) the name and record address
of the shareholder proposing such business; (iii) the class and number of shares
of the Corporation that are owned of record, and the class and number of shares
of the Corporation that are held beneficially, but not held of record, by the
shareholder as of the record date for the meeting, if such date has been made
publicly available, or as of a date within ten days of the effective date of the
notice by the shareholder if the record date has not been made publicly
available; and (iv) any interest of the shareholder in such business. In the
event that a shareholder attempts to bring business before an annual meeting
without complying with the provisions of this Section 9, the chairman of the
meeting shall declare to the meeting that the business was not properly brought
before the meeting in accordance with the foregoing procedures, and such
business shall not be transacted. The chairman of any annual meeting, for good
cause shown and with proper regard for the orderly conduct of business at the
meeting, may waive in whole or in part the operation of this Section 9.
(b) If any shareholder of the Corporation notifies the
Corporation that such shareholder intends to present a proposal for action at a
forthcoming meeting of the Corporation's shareholders and requests that the
Corporation include the proposal in its proxy statement and such shareholder
complies with all the requirements of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, the Corporation shall consider inclusion of
such proposal in the proxy statement unless it determines that the proposal is
inappropriate for consideration by the shareholders at the meeting.
ARTICLE 3: DIRECTORS
Section 1: Management. The business and affairs of the Corporation
shall be managed by the Board of Directors who may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Articles or these Bylaws directed or required to be done or exercised by the
shareholders.
Section 2: Number, Classification and Terms of Office of Directors.
Unless otherwise provided in the Articles of Incorporation, the number of
directors of the Corporation shall be that number as may be fixed from time to
time by resolution of the Board of Directors, but in no event shall the number
be less than five or greater than 25. The initial number of directors shall be
ten. The number of members of the Board of Directors can be increased or
decreased within the foregoing range at any time by the Board of Directors. In
addition, unless provided otherwise by resolution of the Board of Directors, if,
in any case after proxy materials for an annual meeting of shareholders have
been mailed to shareholders, any person named therein to be nominated at the
direction of the Board of Directors becomes unable or unwilling to serve, the
number of authorized directors shall be automatically reduced by a number equal
to the number of such persons.
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Section 3: Qualifications of Directors. No individual who is or becomes
a Business Competitor (as defined below) or who is or becomes affiliated with,
employed by or a representative of any individual, corporation, association,
partnership, firm, business enterprise or other entity or organization which the
Board of Directors, after having such matter formally brought to its attention,
determines to be in competition with the Corporation or any of its subsidiaries
(any such individual, corporation, association, partnership, firm, business
enterprise or other entity or organization being hereinafter referred to as a
"Business Competitor") shall be eligible to serve as a director if the Board of
Directors determines that it would not be in the Corporation's best interests
for such individual to serve as a director of the Corporation. Such affiliation,
employment or representation may include, without limitation, service or status
as an owner, partner, shareholder, trustee, director, officer, consultant,
employee, agent, or counsel, or the existence of any relationship which results
in the affected person having an express or implied obligation to act on behalf
of a Business Competitor; provided, however, that passive ownership of a debt or
equity interest not exceeding 1% of the outstanding debt or equity, as the case
may be, in any Business Competitor shall not constitute such affiliation,
employment or representation. Any financial institution having branches or
affiliates in Greenville County, South Carolina, shall be presumed to be a
Business Competitor unless the Board of Directors determines otherwise.
Section 4: Election of Directors. Directors shall be elected by a
plurality vote.
Section 5: Nomination of Directors.
(a) Nomination of persons to serve as directors of the
Corporation, other than those made by or on behalf of the Board of Directors of
the Corporation, shall be made in writing and shall be delivered either by
personal delivery or by United States mail, postage prepaid, return receipt
requested, to the secretary of the Corporation no later than (i) with respect to
an election to be held at an annual meeting of shareholders, ninety days in
advance of such meeting; and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each notice shall set forth: (i) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (ii) a representation that the shareholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (iii) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (iv) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (v) the consent of each
nominee to serve as a director of the Corporation if so elected. The chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure. The chairman of any such meeting, for
good cause shown and with proper regard for the orderly conduct of business at
the meeting, may waive in whole or in part the operation of this Section 4.
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(b) Notwithstanding subsection (a) of this Section 4, if the
Corporation or any banking subsidiary of the Corporation is subject to the
requirements of Section 914 of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, then no person may be nominated by a shareholder for
election as a director at any meeting of shareholders unless the shareholder
furnishes the written notice required by subsection (a) of this Section 4 to the
secretary of the Corporation at least ninety days prior to the date of the
meeting and the nominee has received regulatory approval to serve as a director
prior to the date of the meeting.
Section 6: Retirement of Directors. No person shall be elected or
reelected a director of the Corporation after attaining the age of 70, provided
that this provision shall not apply to any initial director who shall have
attained the age of 70 prior to the date of the initial adoption of these
Bylaws.
Section 7: Emeritus Directors. The Board of Directors may, from time to
time, appoint individuals (including individuals who have retired from the Board
of Directors) to serve as members of the Emeritus Board of Directors of the
Corporation. Each member of the Emeritus Board of Directors of the Corporation,
except in the case of his earlier death, resignation, retirement,
disqualification or removal, shall serve until the next succeeding annual
meeting of the Board of Directors of the Corporation. Members of the Emeritus
Board of Directors may be removed without cause by a vote of the members of the
Board of Directors. Any individual appointed as a member of the Emeritus Board
of Directors of the Corporation may, but shall not be required to, attend
meetings of the Board of Directors of the Corporation and may participate in any
discussions at such meetings, but such individual may not vote or be counted in
determining a quorum at any meeting of the Board of Directors of the
Corporation. It shall be the duty of the members of the Emeritus Board of
Directors of the Corporation to serve as goodwill ambassadors of the
Corporation, but such individuals shall not have any responsibility or be
subject to any liability imposed upon a member of the Board of Directors of the
Corporation or in any manner otherwise be deemed to be a member of the Board of
Directors of the Corporation. Each member of the Emeritus Board of Directors of
the Corporation shall be paid such compensation as may be set from time to time
by the Chairman of the Board of Directors of the Corporation and shall remain
eligible to participate in any stock option plan in which directors are eligible
to participate which is maintained by, or participated in, from time to time by
the Corporation, according to the terms and conditions thereof.
Section 8: Vacancies. Except as otherwise provided by law, in the
Articles of Incorporation, or in these Bylaws (a) the office of a director shall
become vacant if he dies, resigns, or is removed from office, and (b) the Board
of Directors may declare vacant the office of a director if (i) he is
interdicted or adjudicated an incompetent, (ii) an action is filed by or against
him, or any entity of which he is employed as his principal business activity,
under the bankruptcy laws of the United States, (iii) in the sole opinion of the
Board of Directors he becomes incapacitated by illness or other infirmity so
that he is unable to perform his duties for a period of six months or longer, or
(iv) he ceases at any time to have the qualifications required by law, the
Articles of Incorporation or these Bylaws. The remaining directors may, by a
majority vote, fill any vacancy on the Board of Directors (including any vacancy
resulting from an increase in the authorized number of directors, or from the
failure of the shareholders to elect the full number of authorized directors)
for an unexpired term; provided that the shareholders shall have
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the right at any special meeting called for such purpose prior to action by the
Board of Directors to fill the vacancy.
Section 9: Removal of Directors. Unless provided otherwise by the
Articles of Incorporation, directors may be removed with or without cause by
unanimous vote of the Board of Directors (with the abstention of any director
who is the subject of such vote) or the affirmative vote of the holders of at
least a majority of the shares entitled to vote at an election of directors,
such vote being taken at a meeting of the shareholders called for that purpose
at which a quorum is present.
Section 10: Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of South
Carolina.
Section 11: Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.
Section 12: Special Meetings. Special meetings of the Board of
Directors may be called by the chairman, the chief executive officer, or the
president of the Corporation, on not less than twenty-four hours notice. Notice
of a special meeting may be given by personal notice, telephone, facsimile,
electronic communication, overnight courier or United States mail to each
director. Any such special meeting shall be held at such time and place as shall
be stated in the notice of the meeting. The notice need not describe the purpose
or purposes of the special meeting.
Section 13: Telephone and Similar Meetings. Directors may participate
in and hold a meeting 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 the meeting, except where a person participates in the meeting for the
express purpose of objecting to the holding of the meeting or the transacting of
any business at the meeting on the ground that the meeting is not lawfully
called or convened, and does not thereafter vote for or assent to action taken
at the meeting.
Section 14: Quorum; Majority Vote. At meetings of the Board of
Directors a majority of the number of directors then in office shall constitute
a quorum for the transaction of business. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as otherwise specifically provided by law, the Articles or
these Bylaws. If a quorum is not present at a meeting of the Board of Directors,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.
Section 15: Compensation. Each director shall be entitled to receive
such reasonable compensation as may be determined by resolution of the Board of
Directors. By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from
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serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees may, by resolution of the Board of Directors, be
allowed compensation for attending committee meetings.
Section 16: Procedure. The Board of Directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the minute book of
the Corporation.
Section 17: Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken without a meeting
if the action is assented to by all the members of the Board. Such consent shall
have the same force and effect as a meeting vote and may be described as such in
any document.
ARTICLE 4: BOARD COMMITTEES
Section 1: Designation. The Board of Directors may, by resolution
adopted by a majority of the full Board, designate one or more committees. Each
committee must have two or more members who serve at the pleasure of the Board
of Directors. To the extent specified by the Board of Directors, in the Articles
or in these Bylaws, each committee may exercise the authority of the Board of
Directors. So long as prohibited by law, however, a committee of the Board may
not (a) authorize distributions; (b) approve or propose to shareholders action
required by the Act to be approved by shareholders; (c) fill vacancies on the
Board of Directors or on any of its committees; (d) amend the Articles; (e)
adopt, amend or repeal these Bylaws; (f) approve a plan of merger not requiring
shareholder approval; (g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; or (h)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series of shares, except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors. Any director may serve
one or more committee. Any committee appointed under this Section 1 shall
perform such duties and assume such responsibility as may from time to time be
placed upon it by the Board of Directors.
Section 2: Meetings. Time, place and notice of all committee meetings
shall be as called and specified by the chief executive officer, the committee
chairman or any two members of each committee.
Section 3: Quorum; Majority Vote. At meetings of committees, a majority
of the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of such
committee, except as otherwise specifically provided by the Act, the Articles or
these Bylaws. If a quorum is not present at a meeting of the committee, the
members present may adjourn the meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present.
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Section 4: Procedure. Committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors at its next regular
meeting. The minutes of the proceedings of the committee shall be placed in the
minute book of the Corporation.
Section 5: Action Without Meeting. Any action required or permitted to
be taken at a meeting of any committee may be taken without a meeting if the
action is assented to by all the members of the committee. Such consent shall
have the same force and effect as a meeting vote and may be described as such in
any document.
Section 6: Telephone and Similar Meetings. Committee members may
participate in and hold a meeting 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 the meeting, except where a person participates in the
meeting for the express purpose of objecting to the holding of the meeting or
the transacting of any business at the meeting on the ground that the meeting is
not lawfully called or convened, and does not thereafter vote for or assent to
action taken at the meeting.
ARTICLE 5: OFFICERS
OFFICERS
Section 1: Offices. The officers of the Corporation shall consist of a
chief executive officer, president and secretary, each of whom shall be elected
by the Board of Directors. The Board of Directors may also create and establish
the duties of other offices as it deems appropriate. The Board of Directors
shall also elect a chairman of the Board and may elect a vice chairman of the
Board from among its members. The Board of Directors from time to time may
appoint, or may authorize the president to appoint or authorize specific
officers to appoint, the persons who shall hold such other offices as may be
established by the Board of Directors, including one or more vice presidents
(including executive vice presidents, senior vice presidents, assistant vice
presidents), one or more assistant secretaries, and one or more assistant
treasurers. Any two or more offices may be held by the same person.
Section 2: Term. Each officer shall serve at the pleasure of the Board
of Directors (or, if appointed pursuant to this Article, at the pleasure of the
Board of Directors, the president, or the officer authorized to have appointed
the officer) until his or her death, resignation, or removal, or until his or
her replacement is elected or appointed in accordance with this Article.
Section 3: Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors. Any vacancy in an office
which was filled by the president or another officer may also be filled by the
president or by any officer authorized to have filled the office vacant.
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Section 4: Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors or by a committee or
officer appointed by the Board of Directors. Officers may serve without
compensation.
Section 5: Removal. All officers (regardless of how elected or
appointed) may be removed, with or without cause, by the Board of Directors. Any
officer appointed by the president or another officer may also be removed, with
or without cause, by the president or by any officer authorized to have
appointed the officer to be removed. Removal will be without prejudice to the
contract rights, if any, of the person removed, but shall be effective
notwithstanding any damage claim that may result from infringement of such
contract rights.
Section 6: Chairman of the Board. The office of the chairman of the
board may be filled by the Board at its pleasure by the election of one of its
members to the office. The chairman shall preside at all meetings of the Board
and meetings of the shareholders and shall perform such other duties as may be
assigned to him by the Board of Directors.
Section 7: Chief Executive Officer. The chief executive officer shall
be responsible for the general and active management of the business and affairs
of the Corporation, and shall see that all orders and resolutions of the Board
are carried into effect. He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe.
Section 8: President. The president shall be responsible for the
general and active management of the business and affairs of the Corporation,
and shall see that all orders and resolutions of the Board are carried into
effect. He shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe. The president
shall preside as chairman of the Board of Directors during the absence of the
Board chairman.
Section 9: Vice Presidents. The vice presidents (executive, senior, or
assistant), as such offices are appointed by the Board of Directors, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the president, perform the duties and
have the authority and exercise the powers of the president. They shall perform
such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the president may from time to
time delegate.
Section 10: Secretary.
(a) The secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes, actions and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the executive and other committees when required.
(b) The secretary shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the Board of Directors.
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(c) The secretary shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors or the executive
committee, affix it to any instrument requiring it. When so affixed, it shall be
attested by the secretary's signature or by the signature of the treasurer or an
assistant secretary.
(d) The secretary shall be under the supervision of the
president and shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the
president may from time to time delegate.
Section 11: Assistant Secretary. The assistant secretaries, as such
offices are created by the Board of Directors, in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and have the authority and
exercise the powers of the secretary. They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the president may from time to time delegate.
Section 12: Treasurer.
(a) The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in appropriate
depositories.
(b) The treasurer shall disburse the funds of the Corporation
ordered by the Board of Directors and prepare financial statements as they
direct.
(c) The treasurer shall perform such other duties and have
such other authority and powers as the Board of Directors may from time to time
prescribe or as the president may from time to time delegate.
(d) The treasurer's books and accounts shall be opened at any
time during business hours to the inspection of any directors of the
Corporation.
ARTICLE 6: INDEMNIFICATION
Section 1: Indemnification of Directors.
(a) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law, any person (an "Indemnified Person")
who was or is a party or is threatened to be made a party to or is otherwise
involved in any threatened, pending or completed action, suit or other
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, by reason of the fact that he, or a person for whom he is a
legal representative (or other similar representative), is or was a director of
the Corporation or is or was serving at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
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against expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement or other similar costs actually and reasonably incurred in connection
with such action, suit or proceeding. For purposes of this Article 6, all terms
used herein that are defined in Section 33-8-500 of the Act or any successor
provision or provisions shall have the meanings so prescribed in such Section.
(b) Without limiting the provisions of Section 1(a) of this
Article 6, the Corporation shall indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director of the Corporation against reasonable
expenses incurred by him in connection with the proceeding. In addition, the
Corporation shall indemnify an individual made a party to a proceeding because
he is or was a director against liability incurred in the proceeding if: (i) he
conducted himself in good faith; (ii) he reasonably believed: (A) in the case of
conduct in his official capacity with the Corporation, that his conduct was in
its best interest; and (B) in all other cases, that his conduct was at least not
opposed to its best interest; and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in this subsection (b).
The determination of whether the director met the standard of conduct described
in this subsection (b) shall be made in accordance with Section 33-8-550 of the
Act or any successor provision or provisions.
Section 2: Advancement of Expenses.
(a) With respect to any proceeding to which an Indemnified
Person is a party because he is or was a director of the Corporation, the
Corporation shall, to the fullest extent permitted by applicable law, pay for or
reimburse the Indemnified Person's reasonable expenses (including, but not
limited to, attorneys' fees and disbursements, court costs, and expert witness
fees) incurred by the Indemnified Person in advance of final disposition of the
proceeding.
(b) Without limiting the provisions of Section 2(a) of this
Article 6, the Corporation shall, to the fullest extent permitted by applicable
law, pay for or reimburse the reasonable expenses (including, but not limited
to, attorneys' fees and disbursements, court costs and expert witness fees)
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if: (a) the director furnishes the Corporation a
written affirmation of his good faith belief that he has met the standard of
conduct described in Section 1(b) of this Article 6; (b) the director furnishes
the Corporation a written undertaking, executed personally or on his behalf, to
repay the advance if it is ultimately determined that he did not meet such
standard of conduct; and (c) a determination is made that the facts then known
to those making the determination would not preclude indemnification under this
Article 6. The Corporation shall expeditiously pay the amount of such expenses
to the director following the director's delivery to the Corporation of a
written request for an advance pursuant to this Section 2 together with a
reasonable accounting of such expenses. The undertaking required by this Section
2 shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment. Determinations and authorizations of payments
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under this Section 2 shall be made in the manner specified in Section 33-8-550
of the Act or any successor provision or provisions.
Section 3: Indemnification of Officers, Employees and Agents. An
officer of the Corporation who is not a director is entitled to the same
indemnification rights which are provided to directors of the Corporation in
Section 1 of this Article 6 and the Corporation shall advance expenses to
officers of the Corporation who are not directors to the same extent and in the
same manner as to directors as provided in Section 2 of this Article 6. In
addition, the Board of Directors shall have the power to cause the Corporation
to indemnify, hold harmless and advance expenses to any officer, employee or
agent of the Corporation who is not a director to the fullest extent permitted
by public policy, by adopting a resolution to that effect identifying such
officers, employees or agents (by position and name) and specifying the
particular rights provided, which may be different for each of the persons
identified. Any officer entitled to indemnification pursuant to the first
sentence of this Section 3 and any officer, employee or agent granted
indemnification by the Board of Directors in accordance with the second sentence
of this Section 3 shall, to the extent specified herein or by the Board of
Directors, be an "Indemnified Party" for the purposes of the provisions of this
Article 6.
Section 4: Insurance. The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer, employee
or agent of the Corporation, or who, while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against liability asserted against or incurred by him in
that capacity or arising from his status as a director, officer, employee or
agent, whether or not the Corporation would have the power to indemnify him
against the same liability under this Article 6.
Section 5: Nonexclusivity of Rights; Agreements. The rights conferred
on any person by this Article 6 shall neither limit nor be exclusive of any
other rights which such person may have or hereafter acquire under any statute,
agreement, provision of the Articles, these Bylaws, vote of shareholders or
otherwise. The provisions of this Article 6 shall be deemed to constitute an
agreement between the Corporation and each person entitled to indemnification
hereunder. In addition to the rights provided in this Article 6, the Corporation
shall have the power, upon authorization by the Board of Directors, to enter
into an agreement or agreements providing to any person who is or was a
director, officer, employee or agent of the Corporation certain indemnification
rights. Any such agreement between the Corporation and any director, officer,
employee or agent of the Corporation concerning indemnification shall be given
full force and effect, to the fullest extent permitted by applicable law, even
if it provides rights to such director, officer, employee or agent more
favorable than, or in addition to, those rights provided under this Article 6.
Section 6: Continuing Benefits; Successors. The indemnification and
advancement of expenses provided by or granted pursuant to this Article 6 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person. For
purposes of this Article 6, the term "Corporation" shall include any
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corporation, joint venture, trust, partnership or unincorporated business
association that is the successor to all or substantially all of the business or
assets of this Corporation, as a result of merger, consolidation, sale,
liquidation or otherwise, and any such successor shall be liable to the persons
indemnified under this Article 6 on the same terms and conditions and to the
same extent as this Corporation.
Section 7: Interpretation; Construction. This Article 6 is intended to
provide indemnification to the directors and permit indemnification to the
officers of the Corporation to the fullest extent permitted by applicable law as
it may presently exist or may hereafter be amended and shall be construed in
order to accomplish this result. To the extent that a provision herein prevents
a director or officer from receiving indemnification to the fullest extent
intended, such provision shall be of no effect in such situation. If at any time
the Act is amended so as to permit broader indemnification rights to the
directors and officers of this Corporation, then these Bylaws shall be deemed to
automatically incorporate these broader provisions so that the directors and
officers of the Corporation shall continue to receive the intended
indemnification to the fullest extent permitted by applicable law.
Section 8: Amendment. Any amendment to this Article 6 that limits or
otherwise adversely affects the right of indemnification, advancement of
expenses or other rights of any Indemnified Person hereunder shall, as to such
Indemnified Person, apply only to claims, actions, suits or proceedings based on
actions, events or omissions (collectively, "Post Amendment Events") occurring
after such amendment and after delivery of notice of such amendment to the
Indemnified Person so affected. Any Indemnified Person shall, as to any claim,
action, suit or proceeding based on actions, events or omissions occurring prior
to the date of receipt of such notice, be entitled to the right of
indemnification, advancement of expenses and other rights under this Article 6
to the same extent as if such provisions had continued as part of the Bylaws of
the Corporation without such amendment. This Section 8 cannot be altered,
amended or repealed in a manner effective as to any Indemnified Person (except
as to Post Amendment Events) without the prior written consent of such
Indemnified Person.
Section 9: Severability. Each of the Sections of this Article 6, and
each of the clauses set forth herein, shall be deemed separate and independent,
and should any part of any such Section or clause be declared invalid or
unenforceable by any court of competent jurisdiction, such invalidity or
unenforceability shall in no way render invalid or unenforceable any other part
thereof or any separate Section or clause of this Article 6 that is not declared
invalid or unenforceable.
ARTICLE 7: CERTIFICATES AND SHAREHOLDERS
Section 1: Certificates. Certificates in the form determined by the
Board of Directors shall be delivered representing all shares of which
shareholders are entitled. Certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued. At a
minimum, each share certificate must state on its face: (a) the name of the
Corporation and that it is organized under the laws of South Carolina; (b) the
name of the
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person to whom the certificate is issued; and (c) the number and class of shares
and the designation of the series, if any, the certificate represents. Each
share certificate (a) must be signed (either manually or in facsimile) by at
least two officers, including the president, the secretary, or such other
officer or officers as the Board of Directors shall designate; and (b) may bear
the corporate seal or its facsimile. If the person who signed (either manually
or in facsimile) a share certificate no longer holds office when the certificate
is issued, the certificate is nevertheless valid.
Section 2: Issuance of Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, written contracts for services to be performed or other
securities of the Corporation. Before the Corporation issues shares, the Board
of Directors must determine that the consideration received or to be received
for shares to be issued is adequate. That determination by the Board of
Directors is conclusive insofar as the adequacy of consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessable. When the Corporation receives the consideration for which the
Board of Directors authorized the issuance of shares, the shares issued therefor
are fully paid and nonassessable.
Section 3: Rights of Corporation with Respect to Registered Owners.
Prior to due presentation for transfer of registration of its shares, the
Corporation may treat the registered owner of the shares as the person
exclusively entitled to vote the shares, to receive any dividend or other
distribution with respect to the shares, and for all other purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in the shares on the part of any other person, whether or not it has
express or other notice of such a claim or interest, except as otherwise
provided by law.
Section 4: Transfers of Shares. Transfers of shares shall be made upon
the books of the Corporation kept by the Corporation or by the transfer agent
designated to transfer the shares, only upon direction of the person named in
the certificate or by an attorney lawfully constituted in writing. Before a new
certificate is issued, the old certificate shall be surrendered for cancellation
or, in the case of a certificate alleged to have been lost, stolen or destroyed,
the provisions of these Bylaws shall have been complied with.
Section 5: Registration of Transfer. The Corporation shall register the
transfer of a certificate for shares presented to it for transfer if: (a) the
certificate is properly endorsed by the registered owner or by his duly
authorized attorney; (b) the signature of such person has been guaranteed by a
commercial bank or brokerage firm that is a member of the National Association
of Securities Dealers and reasonable assurance is given that such endorsements
are effective; (c) the Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; (d) any applicable law
relating to the collection of taxes has been complied with; and (e) the transfer
is in compliance with applicable provisions of any transfer restrictions of
which the Corporation shall have notice.
Section 6: Lost, Stolen or Destroyed Certificates. The Corporation
shall issue a new certificate in place of any certificate for shares previously
issued if the registered owner of
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the certificate: (a) makes proof in affidavit form that the certificate has been
lost, destroyed or wrongfully taken; (b) requests the issuance of a new
certificate before the Corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of an adverse
claim; (c) gives a bond in such form, and with such surety or sureties, with
fixed or open penalty, as the Corporation may direct, to indemnify the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made on account of the alleged loss, destruction or theft of the
certificate; and (d) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer or for a new certificate.
Section 7: Restrictions on Shares. The Board of Directors, on behalf of
the Corporation, or the shareholders may impose restrictions on the transfer of
shares (including any security convertible into, or carrying a right to
subscribe for or acquire shares) to the maximum extent permitted by law. A
restriction does not affect shares issued before the restriction was adopted
unless the holders of the shares are parties to the restriction agreement or
voted in favor of the restriction. A restriction on the transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section 7 and its existence is noted
conspicuously on the front or back of the certificate.
Section 8: Control Share Acquisitions Statute. The Corporation elects
not to be subject to or governed by the South Carolina Control Share
Acquisitions Statute contained in Sections 35-2-101 to 35-2-111 of the South
Carolina Code, or any successor provision or provisions.
Section 9: Voting of Stock Held. Unless otherwise provided by
resolution of the Board of Directors, the president or any executive vice
president shall from time to time appoint an attorney or attorneys or agent or
agents of this Corporation, in the name and on behalf of this Corporation, to
cast the vote which this Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation, any of whose stock or securities may be held
by this Corporation, at meetings of the holders of the stock or other securities
of such other corporation, or to consent in writing to any action by any of such
other corporation, and shall instruct the person or persons so appointed as to
the manner of casting such votes or giving such consent and may execute or cause
to be executed on behalf of this Corporation and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper; or, in lieu of such appointment, the president or any
executive vice president may attend in person any meetings of the holders of
stock or other securities of any such other corporation and their vote or
exercise any or all power of this Corporation as the holder of such stock or
other securities of such other corporation.
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ARTICLE 8: GENERAL PROVISIONS
Section 1: Distributions. The Board of Directors may authorize, and the
Corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by applicable
law and the Articles.
Section 2: Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors.
Section 3: Execution of Documents. The Board of Directors or these
Bylaws shall designate the officers, employees and agents of the Corporation who
shall have the power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks and other documents for and in the name of the Corporation,
and may authorize such officers, employees and agents to delegate such power
(including authority to redelegate) to other officers, employees or agents of
the Corporation. Unless so designated or expressly authorized by these Bylaws,
no officer, employee or agent shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.
Section 4: Fiscal Year. The fiscal year of the Corporation shall be the
same as the calendar year.
Section 5: Seal. The Corporation may provide a seal which contains the
name of the Corporation and the name of the state of incorporation. The seal may
be used by impressing it or reproducing a facsimile of it or otherwise.
Section 6: Resignation. A director may resign by delivering written
notice to the Board of Directors, the chairman or the Corporation. Such
resignation of a director is effective when the notice is delivered unless the
notice specifies a later effective date. An officer may resign at any time by
delivering notice to the Corporation. Such resignation of an officer is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation of an officer is made effective at a later date
and the Corporation accepts the future effective date, the Board of Directors
may fill the pending vacancy before the effective date if the Board of Directors
provides that the successor does not take office until the effective date.
Section 7: Computation of Days. In computing any period of days
prescribed hereunder the day of the act after which the designated period of
days begins to run is not to be included. The last day of the period so computed
is to be included.
Section 8: Amendment of Bylaws.
(a) Except to the extent required otherwise by law, these
Bylaws, or the Articles of Incorporation, these Bylaws may be altered, amended
or repealed or new Bylaws may be adopted at any meeting of the Board of
Directors at which a quorum is present, by the
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affirmative vote of a majority of the directors then in office, provided notice
of the proposed alteration, amendment or repeal is contained in the notice of
the meeting.
(b) Except to the extent required otherwise by law, these
Bylaws, or the Articles of Incorporation, these Bylaws may also be altered,
amended or repealed or new Bylaws may be adopted at any meeting of the
shareholders at which a quorum is present or represented by proxy, by the
affirmative vote of the holders of a majority of each class of shares entitled
to vote thereon, provided notice of the proposed alteration, amendment or repeal
is contained in the notice of the meeting.
(c) Upon adoption of any new bylaw by the shareholders, the
shareholders may provide expressly that the Board of Directors may not adopt,
amend or repeal that bylaw or any bylaw on that subject.
Section 9: Construction. If any portion of these Bylaws shall be
invalid or inoperative, then, so far as is reasonable and possible: (a) the
remainder of these Bylaws shall be considered valid and operative and (b) effect
shall be given to the intent manifested by the portion held invalid or
inoperative.
Section 10: Headings. The headings are for convenience of reference
only and shall not affect in any way the meaning or interpretation of these
Bylaws.
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The undersigned, as President of the Corporation, hereby certifies that
the bylaws contained herein are the true and correct bylaws adopted by the
Corporation's board of directors in compliance with any procedural requirements
of the Corporation's Articles of Incorporation and the laws of the State of
South Carolina, and the rules and regulations promulgated thereunder.
/s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr.
President
Date: July 9, 1999
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