BY-LAWS
OF
RAUCH INDUSTRIES, INC.
T-A-B-L-E O-F C-0-N-T-E-N-T-S
ARTICLE 1.
OFFICES
Section Page
1. Principal Office...........................................1
2. Registered Office..........................................1
3. Other Offices..............................................1
ARTICLE II.
MEETING OF SHAREHOLDERS
1. Place of Meetings..........................................1
2. Annual Meetings............................................1
3. Substitute Annual Meeting..................................1
4. Special Meetings...........................................1
5. Notice of Meetings.........................................2
6. Voting Lists...............................................2
7. Quorum.....................................................3
8. Proxies....................................................3
9. Voting of Shares...........................................3
10. Shares Owned By Corporation................................3
11. Conduct of Shareholder Meetings............................4
12. Voting Inspectors..........................................4
13. Record Date................................................5
ARTICLE III.
DIRECTORS
1. General Powers.............................................5
2. Number, Term and Qualifications............................5
3. Election of Directors......................................5
4. Cumulative Voting..........................................5
5. Removal....................................................6
6. Vacancies..................................................6
7. Compensation of Nerrbers of Board or Committees............6
ARTICLE IV.
MEETINGS OF DIRECTORS
Section Page
1. Annual and Reaular Meetings................................6
2. Special Meetings...........................................6
3. Notice of Meetings.........................................7
4. Waiver of Notice...........................................7
5. Presiding Officer..........................................7
6. Quorum.....................................................7
7. Manner of Acting, Vote Required, Vacancies.................7
8. Presumption of Assent......................................7
9. Vacancies..................................................7
10. Informal Action by Directors...............................8
ARTICLE V.
COMMITTEES OF THE BOARD
1. Standing Committees........................................8
2. Executive Committee........................................8
3. Audit Committee............................................9
4. Executive Compensation Committee...........................9
5. Other Committees..........................................10
6. Board's Continuing Responsibility.........................10
7. Minutes of Committees.....................................10
ARTICLE VI.
OFFICERS
1. Officers of the Corporation...............................10
2. Election and Term.........................................10
3. Removal...................................................11
4. Compensation..............................................11
5. Chief Executive Officer...................................11
6. Chairman..................................................11
7. President.................................................11
8. Executive Vice Presidents.................................11
9. Senior Vice Presidents....................................12
10. Vice Presidents and Assistant Vice Presidents.............12
11. Secretary.................................................12
12. Assistant Secretaries.....................................13
13. Treasurer.................................................13
14. Assistant Treasurers......................................13
Section Page
ARTICLE VII.
CONTRACTS, LOANS AND DEPOSITS
1. Contracts.................................................13
2. Loans.....................................................14
3. Checks and Drafts.........................................14
4. Deposits..................................................14
ARTICLE VIII.
SHARE CERTIFICATES AND THEIR TRANSFER; RECORD DATE
1. Certificates for Shares...................................14
2. Transfer of Shares........................................15
3. Lost Certificate..........................................15
4. Closing Transfer Books and Fixing Record Date.............15
5. Holder of Record..........................................16
6. Treasury Shares...........................................16
ARTICLE IX.
GENERAL PROVISIONS
1. Dividends.................................................16
2. Seal......................................................16
3. Waiver of Notice..........................................16
4. Fiscal Year...............................................17
5. Indemnification...........................................17
ARTICLE X.
AMENDMENTS................................................17
BY-LAWS
OF
RAUCH INDUSTRIES, INC.
ARTICLE I.
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be located at the City of Gastonia, North Carolina.
Section 2. Registered Office. The registered office of the Corporation
required by law to he maintained in the State of North Carolina may be, but
need not be, identical with the principal office.
Section 3. Other Offices. The Corporation may have offices at such
other places, either within or without the State of North Carolina, as the Board
of Directors may from time to time determine, or as the affairs of the
Corporation may require.
ARTICLE II.
MEETING OF SHAREHOLDERS
Section 1. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place within
the State of North Carolina, as the Board of Directors shall designate.
Section 2. Annual Meetings. The annual meeting of the shareholders
shall be held at 2:00 P.M. on the fourth Monday in April of each year, if not a
legal holiday, for the purpose of electing directors of the Corporation and for
the transaction of such other business as may be properly brought before the
meeting. If this date shall be a legal holiday, the annual meeting shall be held
on the next succeeding business day.
Section 3. Substitute Annual Meeting. If the annual meeting shall not
be held on the day designated by these by-laws, a substitute annual meeting may
be called in accordance with the provisions of Section 4 of this Article. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.
Section 4. Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman, the President or the Board of Directors
of the Corporation, or any five members of the Board of Directors, and shall be
called by the Chairman or the President upon written request of the holders of
not less than twenty-five per cent (25%) of all the outstanding shares entitled
to vote at the meeting.
Section 5. Notice of Meetings. Written or printed notice stating the
time and place of the meeting shall be delivered not less than ten or more than
fifty days before the date thereof, either personally or by mail, by or at the
direction of the Chairman, the President, the Secretary, or other person calling
the meeting, to each shareholder of record entitled to vote at such meeting;
provided that such notice must be given not less than twenty days before the
date of any shareholders' meeting at which a merger or consolidation is to be
considered. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid and addressed to the
shareholder at his address as it appears on the record of shareholders of the
Corporation.
In case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
it is a matter, other than election of directors, on which the vote of
shareholders is expressly required by the provisions of the North Carolina
Business Corporation Act. In the case of a special meeting, the notice of
meeting shall specifically state the purpose or purposes for which the meeting
is called.
When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it shall
not be necessary to give any notice of the adjourned meeting other than by
announcement at the meeting at which the adjournment is taken.
Section 6. Voting Lists. At least ten days before each meeting of
shareholders, the Secretary of the Corporation shall prepare an alphabetical
list of the shareholders entitled to vote at such meeting, with the address of
and number of shares held by each, which list shall be kept on file at the
registered and also the principal office, if different, of the Corporation for a
period of ten days prior to such meeting, and shall be subject to inspection by
any shareholder at any time during usual business hours. This list also shall be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any shareholder at any time during the meeting.
Section 7. Quorum. The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of shareholders. If there is not a quorum at the opening of a meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the shares voting on the motion to adjourn, and, at any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting. The shareholders present at a duly
constituted meeting may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 8. Proxies. Shares may be voted either in person or by one or
more agents authorized by a written proxy executed by the shareholder or by his
duly authorized attorney in fact. A proxy shall not be valid after the
expiration of eleven months from the date of its execution, unless the person
executing it specifies therein a longer length of time for which it is to
continue in force, or limits its use to a particular meeting, but in no event
shall a proxy be valid after ten years from the date of its execution.
Section 9. Voting of Shares. Each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.*
A vote of a majority of the then outstanding shares entitled to vote
shall be necessary to take or authorize action upon any matter which may
properly come before a meeting of shareholders, unless a greater vote is
required by law or by the charter or by any specific provision of these
by-laws.*
Voting on all matters shall be by voice or by a show of hands unless in
case of the election of directors any shareholder, or in case of any other
matter one-twentieth of the shareholders represented and entitled to vote at
such meeting shall, prior to voting on any matter, demand a ballot vote in which
case the vote on such matter shall be by written ballot.* (Approved by
Shareholders 1/3/62 as then Section 8, Article II.)
(EDITOR'S NOTE: The cumulative voting provisions of Section 4, Article III, are
as matter of law an exception to the provisions of this Section 9, Article II,
in connection with the election of directors.)
Section 10. Shares Owned by Corporation. Shares of its own stock owned
by the Corporation, directly or indirectly, through a subsidiary corporation or
otherwise, shall not be voted and shall not be counted in determining the total
number of shares entitled to vote.
Section 11. Conduct of Shareholder Meetings. The Chairman, or in his
absence the President or in the absence of both an Executive Vice President,
shall preside at all meetings of the shareholders; and the Secretary, or in his
absence an Assistant Secretary, shall act as secretary of any such meetings.
Such presiding officer shall call any meetings of shareholders to order and,
absent the prior appointment by the Board of Directors as authorized in Section
11 of this Article, shall then appoint three shareholders present as Voting
Inspectors to act at any such meeting or adjournment thereof, and shall
otherwise conduct such
meetings. At any annual meeting of shareholders the presiding
officer may follow the following agenda:
1.Call to order.
2.Proof of notice of meeting.
3.Appoint Voting Inspectors or announce their prior
appointment by the Board of Directors.
4.Determination of shares represented and establishment
of the presence of a quorum.
5.Reading and approving minutes of prior meetings.
6.Delivery of financial statements and any reports on the
business operations and conditions of the Corporation.
7.Election of directors.
8.Unfinished business.
9.New business.
10. Adjournment.
Section 12. Voting Inspectors. In advance of any meeting of
shareholders, the Board of Directors may appoint three Voting Inspectors to act
at any such meeting or adjournment thereof, and in the absence of such
appointment the officer acting as Chairman of the meeting shall make such
appointment. Any vacancy, whether from refusal to act or otherwise, may be
filled by the Chairman of the meeting. The decision or certificate of any two of
the Voting Inspectors shall be effective as the act of all.
The Voting Inspectors shall determine the number of shares outstanding,
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies, hear and
determine all challenges and questions in connection with the vote, count and
tabulate all votes, if necessary, and do such acts as may be proper to determine
an election or vote with fairness to all shareholders. On request, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and make and execute a certificate of any fact found by them.
The certificate of inspectors shall be prima facie evidence of the facts stated
therein and of the vote or any determination as certified by them, unless
overruled by a vote of a majority of the shares represented at the meeting,
exclusive of the shares as to which there is a controversy.
Section 13. Record Date. The record date for determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof may be fixed by the Board of Directors within the limits
provided in, or absent such action shall be as provided in Section 4, Article
VIII, of these by-laws.
ARTICLE III.
DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Term and Qualifications. The number of directors
constituting the Board of Directors shall consist of such number of not less
than three (3) nor more than twelve (12), the exact number to be determined from
time to time by a majority of the votes of the shareholders entitled to vote.
Each director shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor shall have been elected and
qualified. Directors need not be residents of the State of North Carolina.
Section 3. Election of Directors. Except as provided in Section 6 of
this Article, the directors shall be elected by plurality vote at the annual
meeting of shareholders; and those persons who receive the highest number of
votes shall be deemed to have been elected. Such election shall be by either
voice or standing vote, and shall not be by ballot.
Section 4. Cumulative Voting. Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
of record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his vote by giving
one candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates. The right of cumulative voting
shall not be exercised unless some shareholder or proxy holder announces in open
meeting, before the voting for the directors starts, his intention so to vote
cumulatively; and if such announcement is made, the chair shall declare that all
shares entitled to vote have the right to vote cumulatively and shall thereupon
grant a recess of not less than one-half nor more than four hours, as he shall
determine, or of such other period of time as is unanimously then agreed upon.
Section 5. Removal. Directors may be removed from office with or
without cause by a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors. However, unless the entire Board
is removed, an individual Director may not be removed if the number of shares
voting against the removal would be sufficient to elect a Director if such
shares were voted cumulatively at an annual election. If any Directors are so
removed, new Directors may be elected at the same meeting.
Section 6. Vacancies. A vacancy occurring in the Board of Directors may
be filled by a majority of the remaining Directors, though less than a quorum,
or by the sole remaining Director; but a vacancy created by an increase in the
authorized number of Directors shall be filled only by election at an annual
meeting or at a special meeting of shareholders called for that purpose. The
shareholders may elect a Director at any time to fill any vacancy
not filled by the Directors. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Section 7. Compensation of Members of Board or Committees. The Board of
Directors shall fix the compensation to be paid those members of the Board and
its committees for their services as such, who are not drawing fixed
compensation by reason of being in the regular employment as an officer of the
Corporation or any corporate subsidiary of it. The Board of Directors shall also
provide for the payment or reimbursement of any expenses incurred by any member
of the Board or a committee in attending any regular or special meeting of a
Board or committee.
ARTICLE IV.
MEETINGS OF DIRECTORS
Section 1. Annual and Regular Meetings. The annual meeting of the Board
of Directors shall be held immediately after, and at the same place as, the
annual meeting of shareholders. In addition, the Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
within or without the State of North Carolina.
Section 2. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman, the President or
any two Directors. Any such special meeting may be held within or without the
State of North Carolina.
Section 3. Notice of Meetings. The annual or any regular meeting of the
Board of Directors may be held without notice. The person or persons calling a
special meeting of the Board of Directors shall at least three days before the
meeting give notice thereof by any usual means of communication. Such notice
need not specify the purpose for which the meeting is called.
Section 4. Waiver of Notice. Any Director may waive notice of any
meeting. Attendance by a Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 5. Presiding Officer. Meetings of the Board of Directors shall
be presided over by the Chairman, or in his absence or inability to do so at any
meeting, by the President, or if the President is also absent or unable to do so
at any meeting, then by such member of the Board as the Board shall elect from
its membership to preside at any such meeting.
Section 6. Quorum. A majority of the Directors fixed pursuant to
these by laws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
Section 7. Manner of Acting, Vote Required, Vacancies. A vote of a
majority of all the directors then holding office shall be necessary to
constitute any act or direction of the Board of Directors. Vacancies in the
Board of Directors may be filled as provided in Article 111, Section 6, of these
by-laws. (Approved by Shareholders 1/3/62 as then Section 5, Article IV.)
Section 8. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his contrary vote is recorded or his dissent is otherwise entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the Chairman of the meeting before the adjournment thereof.
Such right of dissent shall not apply to a director who voted in favor of such
action, but only to a director who was silent at the time of vote on such
action.
Section 9. Vacancies. Vacancies in the Board of Directors may be
filled as provide in Article III, Section 6, of these by-laws.
Section 10. Informal Action by Directors. Action taken by a majority of
the Directors without a meeting is nevertheless Board action if written consent
to the action in question is signed by all the Directors and filed with the
minutes of the proceedings of the Board, whether done before or after the action
so taken.
ARTICLE V.
COMMITTEES OF THE BOARD
Section 1. Standing Committees. The Board of Directors shall annually
appoint an Executive Committee, Audit Committee and Executive Compensation
Committee, designating the Chairman of each Committee. The membership of each
such Committee shall serve at the pleasure of the Board for the same current
year as the appointing Board of Directors or until their successors are
appointed. Any vacancies occurring thereon for any reason may be filled by the
Board of Directors.
Section 2. Executive Committee. The Executive Committee shall consist
of the Chief Executive officer and four other Directors, at least two of whom
shall be Directors who are not in the regular employment as an officer of the
Corporation or any corporate subsidiary of it. The duties of this Committee
shall be to act as an advisory committee to the Chief Executive officer when
called upon by the Chief Executive Officer relating to the policies and business
affairs of the Corporation, and shall perform such other duties assigned to it
by the Board of Directors. During the intervals between meetings of the Board of
Directors, this Committee shall have the same authority as the Board of
Directors
as to any matters relating to the ordinary conduct of the business of the
Corporation, but shall have no authority as to any matters not relating to such
ordinary conduct of business, including the lack of any authority as to (a) any
dissolution, merger or consolidation of the Corporation, (b) the acquisition of
all or substantially all of the assets or capital stock of any other business or
corporation, (c) the sale, lease or exchange of all or substantially all of the
property of the Corporation, or of any manufacturing or processing plant of the
Corporation, (d) any amendment of the charter or any amendment, repeal or
adoption of any by-law of the Corporation, (e) the appointment of any Committee
or the filling of any vacancy in the Board of Directors or any Committee, (f)
the election or dismissal of any officer of the Corporation or fixing the
compensation of any officer, but it may suspend any officer for misconduct
pending action by the Board of Directors, (g) the payment of any dividend or the
issue of shares of stock, (h) amending or repealing any resolution or action of
the Board of Directors unless so authorized by the Board and (i) any matter
which by law required action by the Board of Directors. This Committee shall
meet when a meeting thereof shall be called by its Chairman or requested by the
Chief Executive Officer.
Section 3. Audit Committee. The Audit Committee shall consist of not
more than 5 nor less than * three directors, none of whom shall be in the
regular employment as an officer of the Corporation or any corporate subsidiary
of it. The duties of this Committee shall be (a) screening independent certified
public account firms and recommending of such a firm to the Board of Directors
for retention as the Corporation's independent auditors, (b) to determine to its
satisfaction that such independent auditors are properly discharging their
duties, that their financial reporting to the shareholders and directors is
being done in a competent and adequate manner, and that their relationship with
and advice to the officers and accounting staff of the Corporation is
cooperative and satisfactory, (c) to determine to its satisfaction that the
internal accounting procedures of the Corporation are adequate and that the
Corporation's accounting staff is performing its duties in a satisfactory
manner, (d) to discuss and review with such independent auditors the scope and
results of each of their annual examinations, and particularly any
recommendations of such auditors as result thereof, (e) when requested by such
independent auditors, the Chief Executive officer, the Treasurer, or when
otherwise indicated, to meet with such independent auditors or the Corporation's
accounting staff as to any matter involving auditing procedure and reporting,
(e) at least annually following receipt of the independent auditors' annual
examination to meet and report to the Board of Directors with reference to the
discharge of such Committee's duties and any recommendations it might have, and
(f) to perform such other duties assigned to it by the Board of Directors.
Section 4. Executive Compensation Committee. The Executive
Compensation Committee shall consist of not more than five nor less than* three
directors, none of whom shall be in the regular employment as an officer of the
Corporation or any corporate subsidiary of it. The duties of this Committee
shall be (a) to recommend to the Board of Directors of the Corporation the
compensation of the various officers of the Corporation which, in the judgment
of the Committee, should from time to time be fixed by the Board, (b) to
recommend to the Board of Directors of any corporate subsidiary of the
Corporation the compensation of the various officers of any such corporate
subsidiary which, in the judgment of the Committee, should from time to time he
fixed by the Board of Directors of any such corporate subsidiary, after having
first reported any such proposed recommendation to the Board of the Corporation,
(c) to perform any duties assigned to it by the Board with reference to, or
under the provisions of any stock option plan
duly adopted for any Officers or employees of the Corporation or its corporate
subsidiaries, and (d) to perform such other duties assigned to it by the Board
of Directors. This Committee shall meet at least once annually and at such other
times as the Chief Executive officer shall request or the Chairman of this
Committee shall determine as necessary to discharge its duties.
Section 5. Other Committees. The Board of Directors may from time to
time may appoint such other committees, designating the Chairman thereof, as it
shall determine as necessary or desirable to serve at the Board's pleasure, and
for such purposes and with such duties and powers as the Board shall determine.
Section 6. Board's Continuing Responsibility. The Designation of any
Standing Committee by these by-laws and of any other Committee by the Board of
Directors and the delegation thereto of any authority by these by-laws or by the
Board of Directors shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility or liability imposed upon it or such
member by law.
Section 7. Minutes of Committees. Each Committee appointed by the Board
of Directors shall cause written minutes to be recorded of all its meetings
showing the disposition of all matters considered and passed upon by such
Committee, which shall be kept as a part of the records of this Corporation.
ARTICLE VI.
OFFICERS
Section 1. officers of the Corporation. The officers of the Corporation
shall consist of a President, one or more Executive or Senior Vice Presidents, a
Secretary, and a Treasurer, and may consist of such other Vice Presidents and
such Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
other officers, including a Chairman or a Controller, as the Board of
Directors may from time to time elect. The title of any of such offices may also
include any descriptive administrative designation as the Board may determine.
Section 2. Election and Term. The officers of the Corporation shall be
elected by the Board of Directors. Such election shall be held at each annual
meeting of the Board and may be held at any regular or special meeting of the
Board. Each officer shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor is elected and qualifies.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board with or without cause; but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 4. Compensation. The compensation of each officer of the
Corporation shall be fixed by the Board of Directors after having first received
the recommendation of the Executive Compensation Committee @s to the amount of
compensation for any such officer.
Section 5. Chief Executive Officer. If a Chairman shall be duly
elected, the Chairman shall be the Chief Executive Officer of the Corporation,
otherwise the President shall be the Chief Executive Officer. Subject to the
control of the Board of Directors, the Chief Executive Officer shall be
responsible for the general supervision and conduct of the affairs of the
Corporation and for seeing that all other officers and agents of the Corporation
perform their duties. The Chief Executive Officer shall also be ex officio the
chairman of, and shall preside at all meetings of, the shareholders and of the
Board of Directors, and shall vote the stockholdings of the Corporation in any
other corporation.
Section 6. Chairman. If so duly elected, the Chairman shall be the
Chief Executive Officer of the Corporation, and shall have and exercise all
those powers and duties of the Chief Executive Officer as specified in Section 5
above of this Article.
Section 7. President. If there shall be a duly elected Chairman, the
President shall perform such duties as shall be assigned to him by the Board of
Directors or as directed by the Chairman, shall have such other powers as
otherwise vested in him by law, and in the absence or inability of the Chairman
to act, shall have and exercise all powers and duties of the Chairman. If there
shall not be a duly elected Chairman and unless otherwise directed by the Board
of Directors, the President shall be the Chief Executive Officer of the
Corporation, and shall have all those powers and duties of the Chief Executive
Officer as specified in Section 5 above of this Article.
Section 8. Executive Vice Presidents. Any Executive Vice President
shall perform such duties as shall be assigned to him by the Board of Directors
or as directed by the Chairman or the President. In the absence or inability of
the Chairman and the President to act, the Executive Vice Presidents, in order
of their length of service as an elective Executive Vice President of the
Corporation, shall have and exercise all powers and duties of the Chairman and
of the President, unless the Board of Directors or the Executive Committee shall
otherwise determine.
Section 9. Senior Vice Presidents. Any Senior Vice President shall
perform such duties as shall be assigned to him by the Board of Directors or as
directed by the Chairman or the President or any Executive Vice President. In
the absence or inability of the Chairman., the President and all Executive Vice
Presidents to act, the Senior Vice Presidents, in order of their length of
service as an elective Senior Vice President of the Corporation, shall have and
exercise all powers and duties of the Chairman and of the President and of any
Executive Vice President, unless the Board of Directors or the Executive
Committee shall otherwise determine.
Section 10. Vice Presidents and Assistant Vice Presidents. Any Vice
President or Assistant Vice President s all perform such duties as shall be
specifically assigned to him by the Board of Directors or as directed by the
Chairman, the President or an Executive Vice President, but a Vice President or
an Assistant Vice President, unless otherwise determined by the Board of
Directors, shall not perform any of the herein specified duties of the Chairman
or the President even though the Chairman, the President and all Executive or
Senior Vice Presidents shall be absent or unable to act.
Section 11. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of shareholders, of the Board of Directors and all committees in one or
more books provided for that purpose unless the Board of Directors shall elect a
Secretary to the Board of the sole purpose of keeping such minutes; (b) see that
all notices are duly given in accordance with the provisions of these by-laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation, and shall affix the corporate seal when appropriate or required
in connection with any authorized transactions; (d) keep a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the Chairman, the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general supervision of the stock transfer records of the Corporation; (g) keep
or cause to be kept in the State of North Carolina at the Corporation's
registered office or principal place of business a record of the Corporation's
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each, and
prepare or cause to be prepared voting lists prior to each meeting of
shareholders as required by law; and (h) in general perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned to the Secretary by the Chairman, the President or the Board of
Directors.
Section 12. Assistant Secretaries. In the absence of the Secretary or
in the event of the Secretary's death, inability or refusal to act, the
Assistant Secretaries in the order of their length of service as Assistant
Secretary, unless otherwise determined by the Board of Directors, shall perform
the duties of the Secretary, and when so acting shall have all the powers of and
be subject to all the restrictions upon the Secretary. They shall perform, such
other duties as may be assigned to them by the Secretary, by the Chairman, the
President, or by the Board of Directors. Any Assistant Secretary may sign, with
the Chairman, the President or a Vice President, certificates for shares of the
Corporation.
Section 13. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
depositories as shall be selected in accordance with the provisions of these
by-laws; (b) prepare, or cause to be prepared, a true statement of the
Corporation's assets and liabilities as of the close of each quarter and each
fiscal year, all in reasonable detail, which statement shall be made and filed
at the Corporation's registered office or principal place of business in the
State of North Carolina within four months after the end of such fiscal year and
thereat kept available for a period of at least ten years; and (c) in general
perform all of the duties incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the Chairman, the
President or by the Board of Directors, or by these by-laws.
Section 14. Assistant Treasurers. In the absence of the Treasurer or in
the event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as Assistant Treasurer, unless otherwise
determined by the Board of Directors, shall perform the duties of the Treasurer,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the Treasurer. They shall perform such other duties as may be
assigned to them by the Chairman, the President, the Treasurer or by the Board
of Directors.
ARTICLE VII.
CONTRACTS, LOANS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute deliver any instrument on behalf of the Corporation, and
such authority may he general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for
the payments of money issued in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.
Section 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such depositories as the Board of
Directors shall direct.
ARTICLE VIII.
SHARE CERTIFICATES AND THEIR TRANSFER; RECORD DATE
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be issued in such form as shall be determined by the Board
of Directors to each shareholder for all fully paid shares owned by such
shareholder. Such certificates of stock shall bear the signature of the
Chairman, the President, or a Vice President and of the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number and class of shares and the date
of issue, shall be entered on the stock records of the Corporation. If a
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the Corporation itself or an employee of the Corporation, the
signatures of any of the aforesaid officers upon a certificate may be facsimiles
or may be engraved, printed, or impressed. If a certificate is not so
countersigned or registered, at least one of the signatures of the aforesaid
officers thereon shall be manually so signed, and any other of which may be
facsimiles or may he engraved, printed or impressed. In case any officer who has
signed or whose facsimile or other signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
Section 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer records of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of his authority to transfer,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary, and on surrender for cancellation of the certificate
for such shares.
Section 3. Lost Certificate. The Board of Directors may direct a new,
certificate to be issued in place of any certificate theretofore issued by the
Corporation claimed to have been lost or destroyed, upon receipt of affidavits
of such fact from the person claiming the certificate of stock to have been lost
or destroyed, as might reasonably be required by the Corporation. When
authorizing such issue of a new certificate, the Board of Directors shall
require that the owner of such lost or destroyed certificate, or his legal
representative, give the Corporation a bond in such sum as the Board may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate claimed to have been lost or destroyed, except where
the Board of Directors by resolution finds that in the judgment of the directors
the circumstances justify omission of a bond.
Section 4. Closing Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed fifty days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such record date in any case to be not more than fifty days and,
in case of a meeting of shareholders, not less than ten days immediately
preceding the date on which the particular action, requiring such determination
of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, 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 for such determination of
shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.
Section 5. Holder of Record. The Corporation may treat as the absolute
owner of shares the person in whose name the shares stand of record on its books
just as if that person had full competency, capacity and authority to exercise
all rights of ownership irrespective of any knowledge or notice to the contrary
or any description indicating a representative, pledge or other fiduciary
relation or any reference to any other instrument or to the rights of any other
person appearing upon its record or upon the share certificate, except that any
person furnishing to the Corporation proof of his appointment as a fiduciary
shall be treated as if he were a holder of its shares.
Section 6. Treasury Shares. Treasury shares of the Corporation shall
consist of such shares as have been issued and thereafter acquired but not
cancelled by the Corporation. Treasury shares shall not carry voting or
dividend rights.
ARTICLE IX.
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of its charter.
Section 2. Seal. The corporate seal of the Corporation shall consist of
two concentric circles between which is the name of the Corporation and in the
center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the Corporation.
Section 3. Waiver of Notice. Whenever any notice is required to be
given to any shareholder or director by law, by the charter or by these by-laws,
a waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.
Section 4. Fiscal Year. The fiscal year of the Corporation
shall be as fixed by the Board of Directors.
Section 5. Indemnification. Any person who at any time serves or has
served as a director, officer, employee or agent of the corporation, or who
serves or has served, at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise or as a trustee or administrator under an employee benefit
plan, shall have a right to be indemnified by the corporation against all
liability and litigation expense, including reasonable attorneys'
fees, arising out of his status as such or his activities in any of the
foregoing capacities; provided, however, that the corporation may not indemnify
or agree to indemnify a person against liability or litigation expense incurred
on account of activities which were at the time taken known or believed to be
clearly in conflict with the best interests of the corporation. Any person who
at any time serves or has served in any of the capacities described in the
preceding sentence, in addition to the right to be indemnified for liability and
litigation expense, shall have the right to be indemnified by the corporation
against the reasonable costs, expenses, and attorneys' fees incurred in
connection with the enforcement of indemrights provided by this by-law.
The Board of Directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this by-law, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and giving notice to, and obtaining approval by, the shareholders of the
corporation.
Any person who at any time after the adoption of this by-law serves or
has served in any of the aforesaid capacities for or on behalf of the
corporation shall be deemed to he doing or to have done so in reliance upon, and
as consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this bylaw. (amended 27 April 1987)
ARTICLE X.
AMENDMENTS
Except as otherwise provided herein, these by-laws may be amended or
repealed and new by-laws may be adopted by the affirmative vote of a majority of
the directors then holding office at any regular or special meeting of the Board
of Directors . Provided however, the Board of Directors shall have no power to
adopt a by-law or an amendment to a by-law: prescribing quorum or voting
requirements for acting by shareholders or directors different from those
prescribed by law; (2) increasing or decreasing the number of directors; or (3)
classifying and staggering the election of directors. Any such by-law or
amendment can be adopted only by the shareholders.
No by-law adopted or amended by the shareholders shall be amended or
repealed by the Board of Directors, except to the extent that such by-law
expressly authorizes its amendment or repeal by the Board of Directors.