BYLAWS
OF
NORTHSTAR SALES CORPORATION
ARTICLE I
Offices
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Section 1. Principal Office. The principal office of the Corporation shall be
located in Gastonia, Gaston County, North Carolina.
Section 2. Registered Office. The registered office of the Corporation shall be
located in Gastonia, Gaston County, North Carolina.
Section 3. Other Offices. The Corporation may have any number of additional
offices, at such other places as the Board of Directors may from
time to time determine, or as the affairs of the Corporation may
require.
ARTICLE II
Meetings 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, either
within or without the State of North Carolina as shall be designated
in the notice of the meeting or agreed upon by a majority of the
shareholders entitled to vote thereat.
Section 2. Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held at Gastonia, North Carolina on the fourth
Monday in April of each year if not a legal holiday, but if a legal
holiday, on the next day following 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.
Section 3. Substitute Annual Meeting. If the annual meeting shall not be held
on the day designated by these Bylaws, 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 of the Board, the President, the
Secretary, or the Board of Directors of the Corporation, or by any
shareholder pursuant to written request of the holders of not less
than one-tenth of all stock entitled to vote. Special meetings shall
be held at the principal office of the Corporation, or at such other
place as shall be designated in the notice of 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 nor more
than fifty days before the date thereof, either personally or by
mail, by or at the direction of the Chairman of the Board, 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 meeting at which a merger or consolidation is
to be considered.
In the 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 the 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 is not 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 any such meeting, with the
address of and the number of shares held by each, which list shall
be kept on file at the registered office of the Corporation for a
period of ten days prior to such meeting,
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and shall be subject to inspection by any shareholder at any time
during the usual business hours. This list shall also be produced
and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder during the whole time of
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, except that at a substitute annual meeting
of shareholders the number of shares there represented either in
person or by proxy, even though less than a majority, still
constitutes a quorum for the purpose of such a meeting. If there is
no 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 at a meeting at which a quorum is present may continue
to do 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 is not valid after
the expiration of eleven months from the date of its execution,
unless the person executing it specifies therein the length of time
for which it is to continue in force, or limits its use to a
particular meeting, but no proxy shall 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. Except in the election of directors, the
vote of a majority of the shares voted on any matter at a meeting of
shareholders at which a quorum is present shall be the act of the
shareholders on that matter, unless the vote of a greater number is
required by law or by the Charter or Bylaws of this Corporation.
Voting on all matters, except the election of directors, shall be by
voice vote or by a show of hands, unless the holders of one-tenth of
the shares represented at the meeting shall, prior to the voting on
any matter, demand a ballot vote on that particular matter.
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Section 10. Informal Action by Shareholders. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the persons who would be entitled to vote upon any
such action at a meeting, and filed with the Secretary of the
Corporation to be kept in the corporate minute book.
ARTICLE III
Directors
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Section 1. General Powers. The business and affairs of the Corporation shall be
managed by the Board of Directors or by such Executive Committees as
the Board may establish pursuant to these Bylaws.
Section 2. Number, Term, and Qualification. The number of directors of the
Corporation shall be not more than three (3) but not less than one
(1), the actual number to serve in each year to be fixed by the
shareholders at the annual meeting; provided, however, that the
number of directors shall not be less than three, unless there shall
be less than three shareholders, in which event the number of
directors shall not be less than the number of shareholders. Each
director shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor is elected and
qualifies. Directors need not be residents of the State of North
Carolina or shareholders of the Corporation.
Section 3. Election of Directors. Except as provided in Section 6 of this
Article, the directors shall be elected at the annual meeting of
shareholders; and those persons who receive the highest number of
votes shall be deemed to have been elected. If any shareholder so
demands, election of directors shall 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. This right
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of cumulative voting shall not be exercised unless some shareholder
or proxyholder announces in open meeting, before the voting for the
directors starts, his intention to so vote cumulatively; and if such
announcement is made, the Chairman 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 or 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 a vacancy not filled by the directors.
Section 7. Chairman. The Chairman of the Board of the Corporation shall act as
Chairman of all meetings of the Board of Directors.
ARTICLE IV
Meetings of Directors
---------------------
Section 1. Regular Meetings. A regular 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, either within or without
the State of North Carolina, for the holding of additional regular
meetings.
Section 2. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the
President, or
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any two directors. Such meetings may be held either within or
without the State of North Carolina.
Section 3. Notice of Meetings. Regular meetings 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 two days before
the meeting, give notice thereof by any usual means of
communication. Such notice may be waived in writing and need not
specify the purpose for which the meeting is called. 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 was not lawfully called.
Section 4. 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 secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of
such action.
Section 5. Quorum. A majority of the directors fixed by or pursuant to these
Bylaws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors.
Section 6. Manner of Acting. Except as otherwise provided in these Bylaws, 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. The
vote of a majority of the directors then holding office shall be
required to adopt a resolution dissolving the Corporation without
action by the shareholders.
Section 7. 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
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directors and filed with the minutes of the proceedings of the
Board, whether done before or after the action so taken.
ARTICLE V
Executive Committee
-------------------
Section 1. Creation. The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by these Bylaws, may
designate two or more directors to constitute an Executive
Committee, which committee shall have and may exercise all of the
authority of the Board of Directors in the management of the
Corporation, except as set forth in Section 6 of this Article V.
Section 2. Vacancy. Any vacancy occurring in an Executive Committee shall be
filled by a majority of the number of directors fixed by these
Bylaws at a regular or special meeting of the Board of Directors.
Section 3. Removal. Any member of an Executive Committee may be removed at any
time, with or without cause, by a majority of the number of
directors fixed by these Bylaws.
Section 4. Minutes. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
Section 5. Responsibility of Directors. The designation of an Executive
Committee and the delegation thereto of authority shall not operate
to relieve the Board of Directors or any member thereof, of any
responsibility or liability imposed upon it or him by law. If action
taken by an Executive Committee is not thereafter formally
considered by the Board, a director may dissent from such action by
filing his written objection with the Secretary with reasonable
promptness after learning of such action.
Section 6. Restrictions on Executive Committee. The Executive Committee shall
not have authority to act on (a) dissolution, merger or
consolidation, or disposition of substantially all corporate
property; (b) the designation of committees or filling vacancies on
the Board of Directors for serving on the Board or on a committee of
the Board; (c) fixing compensation of the directors for serving on
the Board or any such committee; (d) amending or repealing Bylaws or
adopting new Bylaws; (e) amending or repealing any resolution
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of the Board which, by its terms, shall not be amendable or
repealable; (f) any additional restrictions imposed by the Board of
Directors of the Corporation in establishing such Executive
Committee; or (g) any restrictions imposed by the North Carolina
General Statutes, now or hereafter adopted.
ARTICLE VI
Officers
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Section 1. Number. The Board of Directors may elect from its own number a
Chairman of the Board, and shall elect a President and such Vice
Presidents (who may or may not be directors) as in the opinion of
the Board the business of the Corporation requires, a Treasurer and
a Secretary; and it shall elect or appoint from time to time such
other or additional officers as in its opinion are desirable for the
conduct of the business of the Corporation. Any two or more offices
may be held by the same person, except the offices of Chairman of
the Board and Secretary, and President and Secretary.
Section 2. Election and Term. The officers of the Corporation shall be elected
by the Board of Directors. Such elections may be held at any regular
or special meeting of the Board. Each officer shall hold office for
a period of one year or 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 persons so removed.
Section 4. Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.
Section 5. Chairman of the Board. The Chairman of the Board of Directors, if
elected, or, failing his election, the President, shall preside at
all meetings of the Board of Directors and shall perform such other
duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.
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Section 6. President. The President shall be the principal executive officer of
the Corporation and, subject to the control of the Board of
Directors, shall supervise and control the management of the
Corporation. He shall preside at all meetings of the directors in
the absence of the Chairman of the Board and, in general, he shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Chairman of the Board or by
the Board of Directors from time to time.
Section 7. Vice President. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the
powers of that office. In addition, he shall perform such other
duties and have such other powers as the Board of Directors shall
prescribe.
Section 8. Secretary and Assistant Secretary. The Secretary shall keep accurate
records of the acts and proceedings of all meetings of shareholders
and directors. He shall give all notices required by law and by
these Bylaws. He shall have general charge of the corporate books
and records and of the corporate seal, and he shall affix, or attest
the affixing of, the corporate seal to any lawfully executed
instrument requiring it. He shall have general charge of the stock
transfer books of the Corporation and shall keep, at the registered
or principal office of the Corporation, a record of the shareholders
showing the name and address of each shareholder, and the number and
class of the shares held by each. He shall sign such instruments as
may require his signature, and, in general, shall perform all duties
as may be assigned to him from time to time by the Chairman of the
Board, the President or by the Board of Directors. The Assistant
Secretary shall render assistance to the Secretary in all the
responsibilities hereinabove assigned.
Section 9. Treasurer and Assistant Treasurer. The Treasurer shall have custody
of all funds and securities belonging to the Corporation and shall
receive, deposit or disburse the same under the direction of the
Board of Directors. He shall keep full and accurate accounts of the
finances of the Corporation in books especially provided for that
purpose; he shall cause a true statement of its assets and
liabilities as of the close of each fiscal year, and of the results
of its operations and of changes in surplus for such fiscal year,
all in reasonable detail, including particulars
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as to convertible securities then outstanding, to be made and filed
at the registered or principal office of the Corporation within four
months after the end of such fiscal year. The statement so filed
shall be kept available for inspection by any shareholder for a
period of ten years and the Treasurer shall mail or otherwise
deliver a copy of the latest such statement to any shareholder upon
his written request therefor.
The Treasurer shall also prepare and file all reports and returns
required by Federal, State or local law and shall generally perform
all other duties incident to his office and such other duties as may
be assigned to him from time to time by the Chairman of the Board,
the President or the Board of Directors. The Assistant Treasurer
shall render assistance to the Treasurer in all the responsibilities
hereinabove assigned.
Section 10. Bonds. The Board of Directors may, by resolution, require any or all
officers, agents and employees of the Corporation to give bond to
the Corporation, with sufficient securities, conditioned on faithful
performance of the duties of their respective offices or positions,
and to comply with such other conditions as may from time to time be
required 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 and
deliver any instrument on behalf of the Corporation, and such
authority may be 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
payment 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.
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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
Stock Certificates and Their Transfer
-------------------------------------
Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be issued, in such form as the Board of Directors
shall determine, to every shareholder for the fully paid shares
owned by him. These certificates shall be signed by the Chairman of
the Board, the President or the Vice President and the Secretary or
Treasurer (or Assistant Secretary or Assistant Treasurer) . They
shall be consecutively numbered or otherwise identified; and the
name and address of the persons to whom they are issued, with the
number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation.
Section 2. Transfer of Shares. Transfer of shares shall be made on the stock
transfer books of the Corporation only upon surrender of the
certificates for the shares sought to be transferred by the record
holder thereof or by his duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer shall be
cancelled before new certificates for the transferred shares shall
be issued.
Section 3. 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 or for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed
for a period stated but not to exceed, in any case, 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 the shareholders, such books shall be closed for at least
ten days immediately preceding such meeting.
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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.
Section 4. Lost Certificates. The Board of Directors may authorize the issuance
of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact
from the person claiming the loss or destruction. When authorizing
such issuance of a new certificate, the Board may require the
claimant to give the Corporation a bond in such sum as it may direct
to indemnify the Corporation against loss from any claim with
respect to the certificate claimed to have been lost or destroyed;
or the Board may, by resolution reciting that the circumstances
justify such action, authorize the issuance of the new certificate
without requiring such a bond.
Section 5. Holder of Record. The Corporation may treat as absolute owner of
shares the persons in whose name the shares stand of record on its
books, just as if that person has 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 relationship 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 record of its shares.
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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 the
manner and upon the terms and conditions provided by 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
North Carolina and in the center of which is inscribed "Corporate
Seal."
Section 3. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the North Carolina
Business Corporation Act or under the provisions of the Charter or
Bylaws of this Corporation, 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 fixed by
the Board of Directors.
Section 5. Amendments. Except as otherwise provided herein, these Bylaws may be
amended or repealed and new Bylaws 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. The Board of
Directors shall have no power to adopt a Bylaw: (1) requiring more
than a majority of the voting shares for a quorum at a meeting of
shareholders or more than a majority of the votes cast to constitute
action by the shareholders, except where higher percentages are
required by law; (2) providing for the management of the Corporation
otherwise than by the Board of Directors or its Executive Committee;
(3) increasing or decreasing the number of directors; (4)
classifying and staggering the election of directors.
No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors.
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Section 6. Indemnification. Any person who at any time serves or has served as
a director, officer, employee or agent of the Corporation, or in
such capacity at the request of the Corporation for any other
corporation, partnership, joint venture, trust or other enterprise,
or as trustee or administrator under an employee benefit plan, shall
have a right to be indemnified by the Corporation to the fullest
extent permitted by law against (a) reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, and whether or not brought by or on behalf of the
Corporation, seeking to hold him liable by reason of the fact that
he is or was acting in such capacity, and (b) reasonable payments
made by him in satisfaction of any judgment, money decree, fine,
penalty or settlement for which he may have become liable in any
such action, suit or proceeding.
To the extent permitted by law, expenses incurred by a director or
officer in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding, upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified hereunder by the Corporation.
Notwithstanding the foregoing provisions, the Corporation shall not
indemnify or agree to indemnify any person against liability or
litigation expense he may incur on account of his activities which
were at the time taken known or believed by him to be clearly in
conflict with the best interests of the Corporation.
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 bylaw, 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.
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Any person who at any time after the adoption of this bylaw serves
or has served in any of the aforesaid capacities for or on behalf of
the Corporation shall be deemed to be 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.
* * * * * * * * * * * * * * * * * * * *
THESE BYLAWS READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF NORTHSTAR
SALES CORPORATION AS OF THE 27th DAY OF DECEMBER, 1989.
/s/ Donald G. Walser
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JWP2/672
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