Exhibit 3.6
BYLAWS
OF
CONTAINER MANAGEMENT SERVICES, INC.
TABLE OF CONTENTS
PAGE
ARTICLE I. OFFICES ................................................ 1
ss.1.1 Business Office ........................................ 1
ss.1.2 Registered office ...................................... 1
ARTICLE II. SHAREHOLDERS ........................................... 1
ss.2.1 Annual Meeting ......................................... 1
ss.2.2 Special Meetings ....................................... 1
ss.2.3 Place of Meeting ....................................... 2
ss.2.4 Notice of Meeting ...................................... 2
(a) Required notice ........................................ 2
(b) Adjourned Meeting ...................................... 2
(c) Waiver of Notice ....................................... 3
(d) Contents of Notice ..................................... 3
ss.2.5 Fixing of Record Date .................................. 4
ss.2.6 Shareholder List ....................................... 5
ss.2.7 Quorum and Voting Requirements ......................... 5
ss.2.8 Increasing Either Quorum or Voting Requirements ........ 6
ss.2.9 Proxies ................................................ 7
ss.2.10 Voting of Shares ....................................... 7
ss.2.11 Corporation's Acceptance of Votes ...................... 7
ss.2.12 Informal Action by Shareholders ........................ 9
ss.2.13 Voting for Directors ................................... 9
(a) General Provision ...................................... 9
(b) Notice of Cumulative Voting ............................ 9
(c) Recess ................................................. 10
(d) Plurality Requirement .................................. 10
ss.2.14 Shareholder's Rights to Inspect Corporate
Records .............................................. 10
(a) Minutes and Accounting Records ......................... 10
(b) Absolute Inspection Rights of Records
Required at Principal office ......................... 10
(c) Conditional Inspection Right ........................... 11
(d) Copy Costs ............................................. 12
ss.2.15 Financial Statements Shall be Furnished
to the Shareholders ................................. 12
ss.2.16 Dissenter's Rights ..................................... 13
ARTICLE III. BOARD OF DIRECTORS ..................................... 13
ss.3.1 General Powers ......................................... 13
ss.3.2 Number, Tenure and Qualifications of Directors ......... 13
ss.3.3 Regular Meetings ....................................... 13
ss.3.4 Special Meetings ....................................... 13
ss.3.5 Notice of Special Meeting .............................. 14
ss.3.6 Director Quorum ........................................ 14
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PAGE
ss.3.7 Manner of Acting ....................................... 14
(a) Required Vote .......................................... 14
(b) Telephone Meeting ...................................... 15
(c) Failure To Object To Action ............................ 15
ss.3.8 Establishing a "Supermajority" Quorum or
Voting Requirement ................................... 15
ss.3.9 Action Without a Meeting ............................... 16
ss.3.10 Removal of a Director .................................. 16
ss.3.11 Vacancies .............................................. 16
ss.3.12 Compensation ........................................... 17
ss.3.13 Committees ............................................. 17
(a) Creation of Committees ................................. 17
(b) Selection of Members ................................... 17
(c) Required Procedures .................................... 18
(d) Authority .............................................. 18
ARTICLE IV. OFFICERS ............................................... 19
ss.4.1 Number ................................................. 19
ss.4.2 Appointment and Term of Office ......................... 19
ss.4.3 Removal ................................................ 19
ss.4.4 President .............................................. 19
ss.4.5 The Vice-Presidents .................................... 20
ss.4.6 The Secretary .......................................... 20
ss.4.7 The Treasurer .......................................... 21
ss.4.8. Assistant Secretaries and Assistant Treasurers ......... 21
ss.4.9 Salaries ............................................... 21
ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
AGENTS, AND EMPLOYEES ................................ 22
ss.5.1 Indemnification of Directors ........................... 22
(a) Determination and Authorization ........................ 22
(b) Standard of Conduct .................................... 22
(c) Indemnification in Derivative Actions Limited .......... 23
ss.5.2 Advance Expenses for Directors ......................... 23
ss.5.3 Indemnification of Officers, Agents, and
Employees Who Are Not Directors ...................... 24
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER ............. 24
ss.6.1 Certificates for Shares ................................ 24
(a) Content ................................................ 24
(b) Legend as to Class or Series ........................... 24
(c) Shareholder List ....................................... 25
(d) Transferring Shares .................................... 25
ss.6.2 [Reserved] ............................................. 25
ss.6.3 Registration of the Transfer of Shares ................. 25
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ss.6.4 Restrictions on Transfer of Shares Permitted ........... 25
ss.6.5 Acquisition of Shares .................................. 26
ARTICLE VII. DISTRIBUTIONS .......................................... 27
ss.7.1 Distributions .......................................... 27
ARTICLE VIII. CORPORATE SEAL ......................................... 27
ss.8.1 Corporate Seal ......................................... 27
ARTICLE IX. EMERGENCY BYLAWS ....................................... 27
ss.9.1 Emergency Bylaws ....................................... 27
(a) Notice of Board Meetings ............................... 27
(b) Temporary Directors and Quorum ......................... 28
(c) Actions Permitted to be taken .......................... 28
ARTICLE X. AMENDMENTS ............................................. 29
ss.10.1 Amendments ............................................. 29
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BY-LAWS OF CONTAINER MANAGEMENT SERVICES, INC.
ARTICLE I. OFFICES
SS. 1.1 BUSINESS OFFICE.
The original principal office of the corporation shall be within in the
State of South Carolina and shall be located at 346 Riverside Drive,
Greenville, South Carolina 29605. The board of directors may change the
location of the principal office. The corporation shall maintain at its
principal office a copy of certain records, as specified in ss. 2.14 of
Article II. The corporation may have such other offices, either within
or without the State of South Carolina, as the board of directors may
designate or as the business of the corporation may require from time
to time.
SS. 1.2 REGISTERED OFFICE .
The registered office of the corporation, required by ss. 33-5-101,
S.C. Revised Code may be, but need not be, identical with the principal
office in the state of South Carolina, and the address of the
registered office may be changed from time to time.
ARTICLE II. SHAREHOLDERS
SS. 2.1 ANNUAL MEETING .
The annual meeting of the shareholders shall be held each year on the
31st day of January at 10:00 a.m. or at such other time on such other
day within such month as shall be fixed by the board of directors, for
the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the
annual meeting shall be a Saturday, Sunday or legal holiday in the
State of South Carolina, such meeting shall be held on the next
succeeding business day.
If the election of directors shall not be hold on the day designated
herein for any annual meeting of the shareholders, or at any subsequent
continuation after adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the shareholders
as soon thereafter as convenient.
SS. 2.2 SPECIAL MEETINGS .
Special meetings of the shareholders, for any purpose or purposes,
described in the meeting notice, may be called by
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the president, or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-tenth of
all outstanding votes of the corporation entitled to be cast on any
issue at the meeting.
SS. 2.3 PLACE OF MEETING .
The board of directors may designate any place within the county in
South Carolina where the company has its principal office as the place
of meeting for any annual or special meeting of the shareholders,
unless all the shareholders entitled to vote at the meeting agree by
written consents (which may be in the form of waiver of notice or
otherwise) to another location, which may be either within or without
the state of South Carolina. If no designation is made, the place of
meeting shall be the principal office of the corporation in the state
of South Carolina.
SS. 2.4 NOTICE OF MEETING .
(a) REQUIRED NOTICE .
Written notice stating the place, day and hour of any annual
or special shareholder meeting shall be delivered not less
than ton nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction
of the president, the board of directors or other persons
calling the meeting, to each shareholder of record entitled to
vote at such meeting and to any other shareholder entitled by
the South Carolina Business Corporation Act of 1988 or the
articles of incorporation to receive notice of the meeting.
Notice shall be deemed to be effective at the earlier of: (1)
when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid, (2) on
the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addresses, (3) when received, or
(4) 5 days after deposit in the United States mail, if mailed
postpaid and correctly addressed to an address other than that
shown in the corporations current record of shareholders.
(b) ADJOURNED MEETING .
If any shareholder meeting is adjourned to a different date,
time, or place, notice need not be given of the new date, time
or place, if the new date, time and place is announced at the
meeting before adjournment. If a new record date for the
adjourned meeting is, or
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must be, fixed (see ss. 2.5 of this Article II) then notice
must be given pursuant to the requirements of paragraph (a) of
this ss. 2.4, to those persons who are shareholders as of the
new record date.
(c) WAIVER OF NOTICE .
The shareholder may waive notice of the meeting (or any notice
required by the Act, articles of incorporation, or bylaws), by
a writing signed by the shareholder entitled to the notice,
which is delivered to the corporation (either before or after
the date and time stated in the notice) for inclusion in the
minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the
meeting or transacting business at the meeting;
(2) waives objection to consideration of a particular
matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless
the shareholder objects to considering the matter
when it is presented.
(d) CONTENTS OF NOTICE .
The notice of each special shareholder meeting shall include a
description of the purpose or purposes for which the meeting
is called. Except as provided in this ss. 2.4(d), or as
provided in the corporation's articles, or otherwise in the
South Carolina Business corporation Act, the notice of an
annual shareholder meeting need not include a description of
the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either:
(1) a proposed amendment to the articles of incorporation
(including any restated articles requiring shareholder
approval); (2) a plan of merger or share exchange; (3) the
sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the
adoption, amendment or repeal of a bylaw; (5) dissolution of
the corporation; or, (6) removal of a director, the notice
must so state and be accompanied by respectively a copy or
summary of the: (1) articles of amendment; (2) plan of merger
or share exchange; (3) transaction for disposition of all
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the corporation's property; or (4) bylaw proposal. If the
proposed corporation action creates dissenter's rights, the
notice must state that shareholders are, or may be entitled to
assert dissenter's rights, and must be accompanied by a copy
of Chapter 13 of the South Carolina Business Corporation Act.
If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services
in the future, the corporation shall report in writing to all
the shareholders the number of shares authorized or issued,
and the consideration received with or before the notice of
the next shareholder meeting. Likewise, if the corporation
indemnifies or advances expenses to a director (as defined in
ss. 33-16-210 South Carolina Revised Code Ann.), this shall be
reported to all the shareholders with or before notice of the
next shareholder's meeting.
SS. 2.5 FIXING OF RECORD DATE .
For the purpose of determining shareholders of any voting group
entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any distribution or
dividend, or in order to make a determination of shareholders for any
other proper purpose, the board of directors may f ix in advance a date
as the record date. Such record date shall not be more than seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is so
fixed by the board for the determination of shareholders entitled to
notice of, or to vote at a meeting of shareholders, or shareholders
entitled to receive a share dividend or distribution, the record date
for determination of such shareholders shall be at the close of
business on:
(a) With respect to an annual shareholder meeting or any
special shareholder meeting called by the board or
any person specifically authorized by the board or
these bylaws to call a meeting, the day before the
first notice is delivered to shareholders;
(b) with respect to a special shareholder's meeting
demanded by the shareholders, the date the first
shareholder signs the demand;
(c) With respect to the payment of a share dividend, the
date the board authorizes the share dividend;
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(d) With respect to actions taken in writing without a
meeting (pursuant to Article II ss. 2.12), the date
the first shareholder signs a consent;
(e) And with respect to a distribution to shareholders,
(other than one involving a repurchase or
reacquisition of shares), the date the board
authorizes the distribution.
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 unless the board
of directors fixes a now record date which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting.
SS. 2.6 SHAREHOLDER LIST .
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make a complete record of the
shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of
shares held by each. The list must be arranged by voting group (if such
exists, see Art. II, ss. 2.7) and within each voting group by class or
series of shares. The shareholder's list must be available for
inspection by any shareholder, beginning on the date on which notice of
the meeting is given for which the list was prepared and continuing
through the meeting. The list shall be available at the corporation's
principal office or at a place identified in the meeting notice in the
city where the meeting is to be held. A shareholder, his agent or
attorney is entitled on written demand to inspect, and subject to the
requirements of ss. 2.14 of this Article II, to copy the list at his
expense during regular business hours, and during the period it is
available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of
conversion into written form within a reasonable time.
SS. 2.7 QUORUM AND VOTING REQUIREMENTS .
If the articles of incorporation or the South Carolina Business
Corporation Act of 1988 provides for voting by a single voting group on
a matter, action on that matter is taken when voted upon by that voting
group.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation, a bylaw
adopted pursuant to ss. 2.8
6
of this Article II, or the South Carolina Business Corporation Act of
1988 provide otherwise, a majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that voting
group for action on that matter.
If the articles of incorporation or the South Carolina Business
Corporation Act provide for voting by two or more voting groups on a
matter, action on that matter is taken only when voted upon by each of
those voting groups counted separately. Action may be taken by one
voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes. If a quorum exists, action on a matter
(other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the
votes cast opposing the action, unless the articles of incorporation, a
bylaw adopted pursuant to ss. 2.8 of this Article II, or the South
Carolina Business Corporation Act of 1988 require a greater number of
affirmative votes.
SS. 2.8 INCREASING EITHER QUORUM OR VOTING REQUIREMENTS .
For purposes of this ss. 2.8 a "supermajority" quorum is a requirement
that more than a majority of the votes of the voting group be present
to constitute a quorum; and a "supermajority" voting requirement is any
requirement that requires the vote of more than a majority of the
affirmative votes of a voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a bylaw which
fixes a "supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet
the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirement
then in effect or proposed to be adopted, whichever is greater.
A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of
directors.
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SS. 2.9 PROXIES .
At all meetings of shareholders, a shareholder may vote in person, or
vote by proxy which is executed in writing by the shareholder or which
is executed by his duly authorized attorney-in-fact. Such proxy shall
be dated and filed with the secretary of the corporation or other
person authorized to tabulate votes before or at the time of the
meeting. Unless a time of expiration is otherwise specified, a proxy is
valid for eleven months. A proxy is revocable unless executed in
compliance with S.C. Code Ann. ss. 33-7-220(d), or any succeeding
statute of like tenor and effect.
SS. 2.10 VOTING OF SHARES .
Unless otherwise provided in the articles, and subject to the
cumulative voting provisions of ss. 2.13 of this Article II, each
outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.
Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes
of any meeting. Provided, however, the prior sentence shall not limit
the power of the corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has
been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.
SS. 2.11 CORPORATION'S ACCEPTANCE OF VOTES .
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the
vote, consent, waiver, or proxy appointment and give it effect
as the act of the shareholders.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its
shareholder, the corporation if acting in good faith is
nevertheless entitled to accept the vote, consent,
8
waiver, or proxy appointment and give it effect as the act of
the shareholder if:
(1) the shareholder is an entity as defined in the South
Carolina Business Corporation Act of 1988 and the
name signed purports to be that of an officer or
agent of the entity;
(2) the name signed purports to be that of an
administrator, executor, guardian, or conservator
representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to
the corporation has been presented with respect to
the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or,
trustee in bankruptcy of the shareholder and, if the
corporation requests, evidence of this status
acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy
appointment;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the
shareholder and, if the corporation requests,
evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent,
waiver, or proxy appointment;
(5) two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person
signing appears to be acting on behalf of all the
co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the
shareholder.
(d) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good
faith and in accordance with the standards of this section are
not liable in damages to the shareholder for the consequences
of the acceptance or rejection.
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(e) Corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section
is valid unless a court of competent jurisdiction determines
otherwise.
SS. 2.12 INFORMAL ACTION BY SHAREHOLDERS .
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in
writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter
thereof and are delivered to the corporation for inclusion in the
minute book. If the act to be taken requires that notice be given to
non-voting shareholders, the corporation shall give the non-voting
shareholders written notice of the proposed action at least 10 days
before the action is taken, which notice shall contain or be
accompanied by the same material that would have been required if a
formal meeting had been called to consider the action. A consent signed
under this section has the effect of a meeting vote and may be
described as such in any document.
SS. 2.13 VOTING FOR DIRECTORS .
(a) GENERAL PROVISION .
Unless otherwise provided in the articles, at each election
for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy,
the number of votes he is entitled to cast for as many persons
as there are directors to be elected and for whose election he
has a right to vote, and, if notice of cumulative voting has
been given either as provided in subsection (b)(1) or (b)(2),
to cumulate his votes.
(b) NOTICE OF CUMULATIVE VOTING .
Notice of cumulative voting shall be given either by:
(1) the meeting notice or proxy statement accompanying
the notice, which states conspicuously that
cumulative voting is authorized; or
(2) a shareholder who has the right to cumulate his votes
shall either (a) give written notice of his intention
to the president or other officer of the corporation
not less than forty-eight hours before the time fixed
for the meeting, which notice must be announced in
the meeting before the voting, or (b) announce his
intention in the meeting before
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the Voting for directors commences; and all
shareholders entitled to vote at the meeting shall
without further notice be entitled to cumulate their
votes.
(c) RECESS .
If cumulative voting is to be used, the person presiding may,
or if requested by any shareholder shall, recess the meeting
for a reasonable time to allow deliberation by shareholders,
not to exceed two hours.
(d) PLURALITY REQUIREMENT .
Unless otherwise provided in the articles of incorporation,
directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which
a quorum is present.
SS. 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS .
(a) MINUTES AND ACCOUNTING RECORDS .
The corporation shall keep as permanent records minutes of all
meetings of its shareholders and board of directors, a record
of all actions taken by the shareholders or board of directors
without a meeting, and a record of all actions taken by a
committee of the board of directors in place of the board of
directors on behalf of the. corporation. The corporation shall
maintain appropriate accounting records.
(b) ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE .
If he gives the corporation written notice of his demand at
least five business days before the date on which he wishes to
inspect and copy, a shareholder (or his agent or attorney) has
the right to inspect and copy, during regular business hours
any of the following records, all of which the corporation is
required to keep at its principal office:
(1) its articles or restated articles of incorporation
and all amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to
then currently in effect;
(3) resolutions adopted by its board of directors
creating one or more classes or series of shares,
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and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those
resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a
meeting, for the past 10 years;
(5) all written communications to shareholders generally
within the past three years, including the financial
statement furnished for the past three years to the
shareholders;
(6) a list of the names and business addresses of its
current directors and officers;
(7) its most recent annual report delivered to the Tax
Commission; and
(8) if the shareholder owns at least one percent of any
class of shares, he may inspect and copy its federal
and state income tax returns for the last ten years.
(c) CONDITIONAL INSPECTION RIGHT .
In addition, if he gives the corporation a written demand made
in good faith and for a proper purpose at least five business
days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the
records he desires to inspect, and the records are directly
connected with his purpose, a shareholder of a corporation (or
his agent or attorney) is entitled to inspect and copy, during
regular business hours at a reasonable location specified by
the corporation, any of the following records of the
corporation:
(1) excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of
the board of directors on behalf of the corporation,
minutes of any meeting of the shareholders, and
records of action taken by the shareholders or board
of directors without a meeting, to the extent not
subject to inspection under paragraph (a) of this ss.
2.14.
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than
the date of the shareholder's demand).
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(d) COPY COSTS .
The right to copy records includes, if reasonable, the right
to receive copies made by photographic, xerographic, or other
means. The corporation may impose a reasonable charge,
covering the costs of labor and material, for copies of any
documents provided to the shareholder. The charge may not
exceed the estimated cost of production or reproduction of the
records.
SS. 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS .
(a) The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or
combined statements of the corporation and one or
more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal
year, an income statement for that year, and a
statement of changes in shareholders' equity for the
year unless that information appears elsewhere in the
financial statements. If financial statements are
prepared for the corporation on the basis of
generally accepted accounting principles, the annual
financial statements for the shareholders also must
be prepared on that basis.
(b) If the annual financial statements are reported upon
by a public accountant, his report must accompany
them. If not, the statements must be accompanied by a
statement of the president or the person responsible
for the corporation's accounting records:
(1) stating his reasonable belief whether the
statements were prepared on the basis of
generally accepted accounting principles
and, if not, describing the basis of
preparation; and
(2) describing any respects in which the
statements were not prepared on a basis of
accounting consistent with the statements
prepared for the preceding year.
(c) A corporation shall mail the annual financial
statements to each shareholder within 120 days after
the close of each fiscal year. Thereafter, on written
request from a shareholder who was not
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mailed the statements, the corporation shall mail him
the latest financial statements.
SS. 2.16 DISSENTER'S RIGHTS
Each shareholder shall have the right to dissent from, and obtain
payment for his shares when so authorized by the South Carolina
Business Corporation Act of 1988, articles of incorporation, these
bylaws, or in a resolution of the board of directors.
ARTICLE III. BOARD OF DIRECTORS
SS. 3.1 GENERAL POWERS .
Unless the articles of incorporation have dispensed with or limited the
authority of the board of directors by describing who will perform some
or all of the duties of a board of directors, all corporate powers
shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of the
board of directors.
SS. 3.2 NUMBER, TENURE AND QUALIFICATIONS OF DIRECTORS .
Unless otherwise provided in the articles of incorporation, the number
of directors of the corporation shall be not less than 1 nor more than
7. Each director shall hold office until the next annual meeting of
shareholders or until removed. However, if his term expires, he shall
continue to serve until his successor shall have been elected and
qualified or until there is a decrease in the number of directors.
Directors need not be residents of the state of South Carolina or
shareholders of the corporation unless so required by the articles of
incorporation.
SS. 3.3 REGULAR MEETINGS .
Unless otherwise provided in the articles, a regular meeting of the
board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The board of directors may provide, by resolution, the
time and place (which shall be within the county where the company's
principal office is located) for the holding of additional regular
meetings without other notice than such resolution. (If so permitted by
ss. 3.7, any such regular meeting may be held by telephone.)
SS. 3.4 SPECIAL MEETINGS .
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Unless otherwise provided in the articles, special meetings of the
board of directors may be called by or at the request of the president
or any one director. The person authorized to call special meetings of
the board of directors may fix any place, only within the County of
South Carolina where this corporation has its principal office as the
place for holding any special meeting of the board of directors, or if
permitted by ss. 3.7, such meeting may be held by telephone.
SS. 3.5 NOTICE OF SPECIAL MEETING .
Unless the articles of incorporation provide for a longer or shorter
period, notice of any special meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, such notice
shall be deemed to be effective at the earlier of: (1) when received;
(2) 5 days after deposited in the United States mail, addressed to the
director's business office, with postage thereon prepaid; or (3) the
date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on
behalf of the director. Any director may waive notice of any meeting.
Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the
minutes or corporate records. The attendance of 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 and at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting.
SS. 3.6 DIRECTOR QUORUM .
A majority of the number of directors in office immediately before the
meeting begins shall constitute a quorum for the transaction of
business at any meeting of the board of directors, unless the articles
require a greater number. Any amendment to this quorum requirement is
subject to the provisions of ss. 3.8 of this Article III.
SS. 3.7 MANNER OF ACTING .
(a) REQUIRED VOTE
The act of the majority of the directors present at a meeting
at which a quorum is present when the vote is taken shall be
the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment
which changes the number of
15
directors needed to take action, is subject to the provisions
of ss. 3.8 of this Article III.
(b) TELEPHONE MEETING
Unless the articles of incorporation provide otherwise, any or
all directors may participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of
communication by which all directors participating may
simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be
present in person at the meeting.
(c) FAILURE TO OBJECT TO ACTION
A director who is present at a meeting of the board of
directors or a committee of the board of directors when
corporate action is taken is deemed to have assented to the
action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or
transacting business at the meeting; or (2) his dissent or
abstention from the action taken is entered in the minutes of
the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before
its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the
action taken.
SS. 3.8 ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT .
For purposes of this ss. 3.8, a "supermajority" quorum is a requirement
that more than a majority of the directors in office constitute a
quorum; and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present to be the act of the
directors. A bylaw that fixes a supermajority quorum or supermajority
voting requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders);
(2) if originally adopted by the board of directors, either by the
shareholders or by the board of directors.
A bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for
16
the board of directors may provide that it may be amended or repealed
only by a specified vote of either the shareholders or the board of
directors.
Subject to the provisions of the preceding paragraph, action by the
board of directors to adopt, amend, or repeal a bylaw that changes the
quorum or voting requirement for the board of directors must most the
same quorum requirement and be adopted by the same vote required to
take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.
SS. 3.9 ACTION WITHOUT A MEETING .
Unless the articles of incorporation provide otherwise, action required
or permitted by the South Carolina Business Corporation Act of 1988, to
be taken at a board of directors' meeting may be taken without a
meeting if the action is assented to by all members of the board.
The action may be evidenced by one or more written consents describing
the action taken, signed by each director, and included in the minutes
or filed with the corporate records reflecting the action taken. Action
evidenced by written consents under this section is effective when the
last director signs the consent, unless the consent specifies a
different effective date. A consent signed under this section has the
effect of a meeting vote and may be described as such in any document.
SS. 3.10 REMOVAL OF A DIRECTOR
The shareholders may remove one or more directors at a meeting called
for that purpose if notice has been given that a purpose of the meeting
is such removal. The removal may be with or without cause unless the
articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove
him. If cumulative voting is authorized, a director may not be removed
if the number of votes sufficient to elect him under cumulative voting
is voted against his removal. If cumulative voting is not authorized, a
director may be removed only if the number of votes cast to remove him
exceeds the number of votes cast not to remove him.
SS. 3.11 VACANCIES .
Unless the articles of incorporation provide otherwise, if a vacancy
occurs on a board of directors, including a vacancy resulting from an
increase in the number of directors, the
17
shareholders may fill the vacancy. During such time that the
shareholders fail or are unable to fill such vacancies then and until
the shareholders act:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining
in office.
If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the
shareholders.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy
occurs but the new director may not take office until the vacancy
occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his
term expires, he shall continue to serve until his successor is elected
and qualifies or until there is a decrease in the number of directors.
SS. 3.12 COMPENSATION .
Unless otherwise provided in the articles, by resolution of the board
of directors, each director may be paid his expenses, if any, of
attendance at each meeting of the board of directors, and may be paid a
stated salary as director or a fixed sum for attendance at each meeting
of the board of directors or both. No such payment shall preclude any
director from serving the corporation in any capacity and receiving
compensation therefor.
SS. 3.13 COMMITTEES .
(a) CREATION OF COMMITTEES .
Unless the articles of incorporation provide otherwise, the
board of directors may create one or more committees and
appoint members of the board of directors to serve on them.
Each committee must have two or more members, who serve at the
pleasure of the board of directors.
(b) SELECTION OF MEMBERS .
18
The creation of a committee and appointment of members to it
must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number
of directors required by the articles of incorporation to take
such action, (or if not specified in the articles the numbers
required by, ss. 3.7 of this Article III to take action).
(c) REQUIRED PROCEDURES .
ss.ss. 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this Article III,
which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board
of directors, apply to committees and their members.
(d) AUTHORITY .
Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the
board of directors which the board of directors confers upon
such committee in the resolution creating the committee.
Provided, however, a committee may not:
(1) authorize distributions;
(2) approve or propose to shareholders action that the
South Carolina Business Corporation Act of 1988
requires be approved by shareholders;
(3) fill vacancies on the board of directors or on any of
its committees;
(4) amend the articles of incorporation pursuant to the
authority of directors, to do so granted by ss.
33-10-102 of the South Carolina Revised Code;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder
approval;
(7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the
board of directors; or
(8) 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)
19
to do so within limits specifically prescribed by the
board of directors.
ARTICLE IV. OFFICERS
SS. 4.1 NUMBER .
The officers of the corporation shall be a president, a secretary, and
a treasurer, each of whom shall be appointed by the board of directors.
Such other officers and assistant officers as may be deemed necessary,
including any vicepresidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The
same individual may simultaneously hold more than one office in the
corporation.
SS. 4.2 APPOINTMENT AND TERM OF OFFICE .
The officers of the corporation shall be appointed by the board of
directors for a term as determined by the board of directors. (The
designation of a specified term grants to the officer no contract
rights, and the board can remove the officer at any time prior to the
termination of such term). If no term is specified, they shall hold
office until they resign, die, or until they are removed in the manner
provided in ss. 4.3 of this Article IV.
SS. 4.3 REMOVAL .
Unless appointed by the shareholders, any officer or agent may be
removed by the board of directors at any time, with or without cause.
Any officer or agent appointed by the shareholders may be removed by
the shareholders with or without cause. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract
rights.
SS. 4.4 PRESIDENT .
The president shall be the principal executive officer of the
corporation and, subject to the control of the board of directors,
shall in general supervise and control all of the business and affairs
of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the
secretary or any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or
20
other instruments which the board of directors has authorized to be
executed, except in cases where the signing and execution thereof shall
be expressly delegated by the board of directors or by these bylaws to
some other officer or agent of the corporation, or shall be required by
law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time.
SS. 4.5 THE VICE-PRESIDENTS .
If appointed, in the absence of the president or in the event of his
death, inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the vice-presidents in the order
designated at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the
duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president. (If there
is no vice-president, then the treasurer shall perform such duties of
the president). Any vice-president may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation the
issuance of which have been authorized by resolution of the board of
directors; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.
SS. 4.6 THE SECRETARY .
The secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of any seal of the
corporation and if there is a seal of the corporation, see that it is
affixed to all documents the execution of which on behalf of the
corporation under its seal is duly authorized; (d) when requested or
required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (f) sign with 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; (g) have general charge of the
stock transfer books of the corporation; and (h) in general perform all
duties incident to the office of secretary and such other duties as
from
21
time to time may be assigned to him by the president or by the board of
directors.
SS. 4.7 THE TREASURER .
The treasurer shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) 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 banks, trust companies or other depositaries an shall be
selected by the board of directors; 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 president or by the
board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the board of directors
shall determine.
SS. 4.8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS .
The assistant secretaries, when authorized by the board of directors,
may sign with the president or a vice-president certificates for shares
of the corporation the issuance of which shall have been authorized by
a resolution of the board of directors. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties
as the board of directors shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
SS. 4.9 SALARIES .
The salaries of the officers shall be fixed from time to time by the
board of directors.
22
ARTICLE V. INDEMNIFICATION
OF DIRECTORS, OFFICERS,
AGENTS, AND EMPLOYEES
SS. 5.1 INDEMNIFICATION OF DIRECTORS .
Unless otherwise provided in the articles, the corporation shall
indemnify any individual made a party to a proceeding because he is or
was a director of the company, against liability incurred in the
proceeding, but only if such indemnification is both (i) permissible
and (ii) authorized, as defined in subsection (a) of this ss. 5.1.
(Such indemnification is further subject to the limitation specified in
subsection (c).)
(a) DETERMINATION AND AUTHORIZATION
The corporation shall not indemnify a director under this ss.
5.1 of Article V unless:
(1) DETERMINATION:
A determination has been made in accordance with the
procedures set forth in ss. 33-8-550(b) of the South Carolina
Revised Code that the director met the standard of conduct set
forth in subsection (b) below, and
(2) AUTHORIZATION:
The board of directors (as specified in ss. 33-8-550(c))
authorizes payment after they have concluded that the expenses
are reasonable, the corporation has the financial ability to
make the payment, and that the financial resources of the
company should be devoted to this use rather than some other
use by the corporation.
(b) STANDARD OF CONDUCT
The individual shall demonstrate that:
(1) he conducted himself in good faith; and
(2) he reasonably believed:
(i) in the case of conduct in his official capacity
with the corporation, that his conduct was in its
best interests; and
(ii) in all other cases, that his conduct was at
least not opposed to its best interests; and
23
(iii) in the case of any criminal proceeding, he had
no reasonable cause to believe his conduct was
unlawful.
The corporation shall not indemnify a director under this ss.
5.1 of Article V:
(1) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
(c) INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED
Indemnification permitted under this ss. 5.1 of Article V in
connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in
connection with the proceeding.
SS. 5.2 ADVANCE EXPENSES FOR DIRECTORS
If a determination is made, following the procedures of Article V ss.
5.1(a), that the director has met the following requirements; and if an
authorization of payment is made, also following the procedures and
standards sot forth in Article V ss. 5.1(a); then unless otherwise
provided in the articles of incorporation, the company shall pay for or
reimburse the reasonable expenses incurred by a director who is a party
to a proceeding in advance of final disposition of the proceeding, if:
(1) the director furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of
conduct described in subsection (b) of ss. 5.1 of this Article
V;
(2) 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 the standard
of conduct (which undertaking must 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); and
(3) a determination is made that the facts then known to those
making the determination would not preclude
24
indemnification under section 5.1 of this Article V or ss.
33-8-500 through ss. 33-8-580 of the South Carolina Revised
Code.
SS. 5.3 INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE NOT
DIRECTORS .
Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer,
employee, or agent of the corporation, who is not a director of the
corporation, to any extent, consistent with public policy, as
determined by the general or specific action of the board of directors.
ARTICLE VI. CERTIFICATES FOR
SHARES AND THEIR TRANSFER
SS. 6.1 CERTIFICATES FOR SHARES .
(a) CONTENT .
Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of South
Carolina; the name of the person to whom issued; and the
number and class of shares and the designation of the series,
if any, the certificate represents; and be in such form as
determined by the board of directors. Such certificates shall
be signed (either manually or by facsimile) by the president
or a vice-president and by the secretary or an assistant
secretary and may be sealed with a corporate seal or a
facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
(b) LEGEND AS TO CLASS OR SERIES .
If the corporation is authorized to issue different classes of
shares or different series within a class, the designations,
relative rights, preferences, and limitations applicable to
each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of
the board of directors to determine variations for future
series) must be summarized on the front or back of each
certificate. Alternatively, each certificate may state
conspicuously on its front or back that the corporation will
furnish the shareholder this information on request in writing
and without charge.
25
(c) SHAREHOLDER LIST .
The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of
the corporation.
(d) TRANSFERRING SHARES .
All certificates surrendered to the corporation for transfer
shall be cancelled and no now certificate shall be issued
until the former certificate for a like number of shares shall
have been surrendered and cancelled, except that in case of a
lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the
corporation as the board of directors may prescribe.
SS. 6.2 [RESERVED]
SS. 6.3 REGISTRATION OF THE TRANSFER OF SHARES .
Registration of the transfer of shares of the corporation shall be made
only on the stock transfer books of the corporation. In order to
register a transfer, the record owner shall surrender the shares to the
corporation for cancellation, properly endorsed by the appropriate
person or persons with reasonable assurances that the endorsements are
genuine and effective. Subject to the provisions of ss. 33-7-300(d) of
the South Carolina Revised Code (relating to shares held in a voting
trust), and unless the corporation has established a procedure by which
a beneficial owner of shares held by a nominee is to be recognized by
the corporation as the owner, the person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
SS. 6.4 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED .
The board of directors (or shareholders) may impose restrictions on the
transfer or registration of transfer of shares (including any security
convertible into, or carrying a right to subscribe for or acquire
shares). 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 or registration of transfer of shares may
be authorized:
26
(1) to maintain the corporation's status when it is dependent on
the number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares
may:
(1) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously)
an opportunity to acquire the restricted shares;
(2) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted
shares;
(3) require the corporation, the holders or any class of its
shares, or another person to approve the transfer of the
restricted shares, if the requirement is not manifestly
unreasonable;
(4) prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not
manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this section and its existence is
noted conspicuously on the front or back of the certificate. Unless so
noted, a restriction is not enforceable against a person without
knowledge of the restriction.
SS. 6.5 ACQUISITION OF SHARES
The corporation may acquire its own shares and unless otherwise
provided in the articles of incorporation, the shares so acquired
constitute authorized but unissued shares.
If the articles of incorporation prohibit the reissue of acquired
shares, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the articles of
incorporation, which amendment shall be adopted by the shareholders or
the board of directors without shareholder action. The article of
amendment must be delivered to the Secretary of State and must set
forth:
27
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by
class and series; and
(3) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
ARTICLE VII. DISTRIBUTIONS
SS. 7.1 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 law and in the
corporation's articles of incorporation.
ARTICLE VIII. CORPORATE SEAL
SS. 8.1 CORPORATE SEAL .
The board of directors may provide a corporate seal which may be
circular in form and have inscribed thereon any designation including
the name of the corporation, South Carolina as the state of
incorporation, and the words "Corporate Seal."
ARTICLE IX. EMERGENCY BYLAWS
SS. 9.1 EMERGENCY BYLAWS .
Unless the articles of incorporation provide otherwise, the following
provisions of this Article IX, ss. 9.1 "Emergency Bylaws" shall be
effective during an emergency which is defined as when a quorum of the
corporation's directors cannot be readily assembled because of some
catastrophic event.
During such emergency:
(a) NOTICE OF BOARD MEETINGS
Any one member of the board of directors or any one of the
following officers: president, any vice-president, secretary,
or treasurer, may call a meeting of the board of directors.
Notice of such meeting need be given only to those directors
whom it is practicable
28
to reach, and may be given in any practical manner, including
by publication and radio. Such notice shall be given at least
six hours prior to commencement of the meeting.
(b) TEMPORARY DIRECTORS AND QUORUM
One or more officers of the corporation present at the
emergency board meeting, an is necessary to achieve a quorum,
shall be considered to be directors for the meeting, and shall
so serve in order of rank, and within the same rank, in order
of seniority. In the event that less than a quorum (as
determined by Article III ss. 3.6) of the directors are
present (including any officers who are to serve as directors
for the meeting), those directors present (including the
officers serving as directors) shall constitute a quorum.
(c) ACTIONS PERMITTED TO BE TAKEN
The board may as constituted in paragraph (b), and after
notice as set forth in paragraph (a):
(1) OFFICERS POWERS
Prescribe emergency powers to any officer of the
corporation;
(2) DELEGATION OF ANY POWER
Delegate to any officer or director, any of the
powers of the board of directors;
(3) LINES OF SUCCESSION
Designate lines of succession of officers and agents,
in the event that any of them are unable to discharge
their duties;
(4) RELOCATE PRINCIPAL PLACE OF BUSINESS
Relocate the principal place of business, or
designate successive or simultaneous principal places
of business;
(5) ALL OTHER ACTION
Take any other action, convenient, helpful, or
necessary to carry on the business of the
corporation.
29
ARTICLE X. AMENDMENTS
SS. 10.1 AMENDMENTS .
The corporation's board of directors may amend or repeal any of the
corporation's bylaws unless:
(1) the articles of incorporation or the South Carolina Business
Corporation Act of 1988 reserve this power exclusively to the
shareholders in whole or part; or
(2) the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors
may not amend or repeal that bylaw; or
(3) the bylaw either establishes, amends, or deletes, a
supermajority shareholder quorum or voting requirement (as
defined in ss. 2.8 of Article II).
Any amendment which changes the voting or quorum requirement for the
board must comply with Article III ss. 3.8, and for the shareholders,
must comply with Article II ss. 2.8.
The corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its
board of directors. Any notice of a meeting of shareholders at which
bylaws are to be adopted, amended, or repealed shall state that the
purpose, or one of the purposes, of the meeting is to consider the
adoption, amendment, or repeal of bylaws and contain or be accompanied
by a copy or summary of the proposal.
APPROVED AND ACCEPTED
/s/ MARK E. DANIELS
----------------------------------------
Mark E. Daniels, President
Dated: July 15, 1991