1
EXHIBIT 3.14
BYLAWS
OF
AC HOTEL CORP.
ARTICLE I PRINCIPAL OFFICE
The principal office of the corporation in the State of Mississippi
shall be located in the City of Vicksburg, County of Warren. The corporation may
have such other offices, either within or without the State of Mississippi, as
the board of directors may designate or as the business of the corporation may
require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The corporation shall hold an annual meeting
of shareholders at such time, date and place as the board of directors shall
determine, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.
SECTION 2. Special Meetings. The corporation shall hold a special
meeting of shareholders (1) on call of its board of directors, the chairman of
the board of directors, or the president; or (2) unless the articles of
incorporation provide otherwise, if the holders of at least ten percent (10%) of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the corporation's secretary
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held. If not otherwise fixed under applicable law, the
record date for determining shareholders entitled to demand a special meeting
shall be the date the first shareholder signs the demand.
SECTION 3. Place of Meeting. The board of directors may designate any
place, either within or without the State of Mississippi, for any annual meeting
or for any special meeting of shareholders. A valid waiver of notice signed by
all shareholders entitled to notice may designate any place, either within or
without the State of Mississippi, as the place for any annual meeting or for any
special meeting of shareholders. Unless the notice of the meeting states
otherwise, shareholders' meetings shall be held at the corporation's principal
office.
2
SECTION 4. Notice of Meeting. The corporation shall notify shareholders
of the date, time and place of each annual and special shareholders' meeting no
fewer than ten (10) nor more than sixty (60) days before the meeting date.
Unless applicable law or the articles of incorporation require otherwise, the
corporation shall give notice only to shareholders entitled to vote at the
meeting.
Unless applicable law or the articles of incorporation require
otherwise, notice of an annual meeting need not include a description of the
purpose or purposes for which the meeting is called. Notice of a special meeting
must include a description of the purpose or purposes for which the meeting
shall be called. Only business within the purpose or purposes described in the
meeting notice may be conducted at a special shareholders' meeting.
Unless these bylaws require otherwise, if an annual or special
shareholders' 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 or place
is announced at the meeting before adjournment. If a new record date for the
adjourned meeting is or must be fixed under applicable law or Article II,
Section 5 of these bylaws, however, notice of the adjourned meeting must be
given under this section to persons who are shareholders as of the new record
date.
SECTION 5. Closing of Transfer Books or Fixing of Record Date. The board
of directors of the corporation may fix the record date for one or more voting
groups in order to determine shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote or to take any other action. A
record date may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders. If not otherwise fixed by law, the
record date for determining shareholders entitled to notice of and to vote at an
annual or special shareholders' meeting shall be the day before the first notice
is delivered to shareholders. If the board of directors does not fix the record
date for determining shareholders entitled to a distribution (other than one
involving a purchase, redemption or other acquisition of the corporation's
shares), it shall be the date the board of directors authorizes the
distribution. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting shall be effective for any adjournment of the meeting
unless the board of directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.
SECTION 6. Voting Lists. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder.
2
3
The shareholders' list must be available for inspection by any
shareholder beginning two (2) business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, his agent or attorney
shall be entitled on written demand to inspect and, subject to the requirements
of applicable law, to copy the list during regular business hours and at his
expense, during the period it shall be available for inspection. The corporation
shall make the shareholders' list available at the meeting, and any shareholder,
his agent or attorney shall be entitled to inspect the list at any time during
the meeting or any adjournment.
SECTION 7. Quorum. 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 or applicable
law impose other quorum requirements, a majority of the votes entitled to be
cast on the matter by a voting group, represented in person or by proxy, shall
constitute a quorum of that voting group for action on that matter. If less than
a majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice except as may be required by Article II, Section 4 of these
bylaws or by applicable law. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. Once a share is represented for
any purpose at a meeting, it shall be deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.
SECTION 8. Proxies. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of a proxy shall be effective when received
by the secretary or other officer or agent authorized to tabulate votes of the
corporation. An appointment shall be valid for eleven (11) months unless a
longer period is expressly provided in the appointment form. An appointment of a
proxy shall be revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment shall be coupled
with an interest. Appointments coupled with an interest include the appointment
of (1) a pledgee; (2) a person who purchased or agreed to purchase the shares;
(3) a creditor of the corporation who extended it credit under terms requiring
the appointment; (4) an employee of the corporation whose employment contract
requires the appointment; or (5) a party to a voting agreement created under
applicable law.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity shall be received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment. An appointment made irrevocable because it is
coupled with an interest shall be revoked when the interest with which it is
coupled is extinguished. A transferee for value of shares subject to an
3
4
irrevocable appointment may revoke the appointment if he did not know of its
existence when he acquired the shares and the existence of the irrevocable
appointment was not noted conspicuously on the certificate representing the
shares or on the information statement for shares without certificates.
Subject to applicable law and to any express limitation on the proxy's
authority appearing on the face of the appointment form, the corporation shall
be entitled to accept the proxy's vote or other action as that of the
shareholder making the appointment.
SECTION 9. Voting of Shares. Except as provided below or unless the
articles of incorporation provide otherwise, and subject to the provisions of
Section 12 of this Article II, each outstanding share, regardless of class,
shall be entitled to one (1) vote on each matter voted on at a shareholders'
meeting. If a quorum exists, action on a matter (other than the election of
directors) by a voting group shall be approved if the votes cast within the
voting group favoring the action exceed the votes cast opposing the action,
unless the articles of incorporation or applicable law require a greater number
of affirmative votes. Unless otherwise provided in the articles of
incorporation, directors shall be 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.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
Absent special circumstances, shares of this corporation shall not be
entitled to vote if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and this corporation owns, directly or
indirectly, a majority of the shares of the second corporation entitled to vote
for the directors of the second corporation. This does not limit the power of
this corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name. Shares standing in
the name of a receiver may be voted by such receiver, and shares held by or
under the control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
4
5
SECTION 11. Informal Action by Shareholders. Action required or
permitted by applicable law to be taken at a shareholders' meeting may be taken
without a meeting if the action is taken by all the shareholders entitled to
vote on the action. The action must be evidenced by one or more written consents
describing the action taken, signed by all the shareholders entitled to vote on
the action, and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. If not otherwise determined under applicable
law, the record date for determining shareholders entitled to take action
without a meeting shall be the date the first shareholder signs such consent. A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
If applicable law requires that notice of proposed action be given to
nonvoting shareholders and the action is to be taken by unanimous consent of the
voting shareholders, the corporation must give its nonvoting shareholders
written notice of the proposed action at least ten (10) days before the action
is taken. The notice must contain or be accompanied by the same material that,
under applicable law, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.
SECTION 12. Cumulative Voting. Shareholders shall have the right to
cumulate their votes for directors unless the articles of incorporation provide
otherwise, and the shareholders shall be entitled to multiply the number of
votes they are entitled to cast by the number of directors for whom they are
entitled to vote and cast the product for a single candidate or distribute the
product among two (2) or more candidates.
SECTION 13. Shares Held by Nominees. The corporation may establish a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee shall be recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the procedure. The procedure may
set forth: (1) the types of nominees to which it applies; (2) the rights or
privileges that the corporation recognizes in a beneficial owner; (3) the manner
in which the procedure shall be selected by the nominee; (4) the information
that must be provided when the procedure is selected; (5) the period for which
selection of the procedure shall be effective; and (6) other aspects of the
rights and duties created.
SECTION 14. Corporation's Acceptance of Votes. If the name signed on a
vote, consent, waiver or proxy appointment corresponds to the name of the
shareholder, the corporation, if acting in good faith, shall be entitled to
accept the vote, consent, waiver or proxy appointment and give it effect as the
act of the shareholder.
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, shall nevertheless be entitled to accept the vote, consent, waiver
or proxy appointment and give it effect as the act of the shareholder if: (1)
the shareholder is an entity and the name
5
6
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 (2) or more persons are the shareholders as
cotenants or fiduciaries and the name signed purports to be the name of at least
one (1) of the co-owners and the person signing appears to be acting on behalf
of all the co-owners.
The corporation shall be 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.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation managed
under the direction of, its board of directors, subject to any limitation set
forth in the articles of incorporation.
SECTION 2. Number, Election, Tenure and Qualifications. The board of
directors shall consist of no less than three and no more than seven Directors;
provided that as long as the number of shareholders of the corporation is less
than 3, the number of Directors may be the same as the number of shareholders,
with the exact number of Directors within such parameters to be set by
resolution of the board of directors form time to time; provided that no
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director. Directors are elected at the first annual
shareholders' meeting and at each annual meeting thereafter unless their terms
are staggered in the articles of incorporation. The terms of the initial
directors of the corporation expire at the first shareholders' meeting at which
directors shall be elected. The terms of all other directors expire at the next
annual shareholders' meeting following their election unless their terms shall
be staggered in the articles of incorporation. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected to fill a vacancy expires at the next shareholders' meeting at which
directors shall be elected. Despite the expiration of a director's term, he
continues to serve until his successor shall
6
7
be elected and qualifies or until there shall be a decrease in the number of
directors. A director need not be a resident of this state or a shareholder of
the corporation.
SECTION 3. Resignation of Directors; Removal of Directors by
Shareholders. (a) A director may resign at any time by delivering written notice
to the board of directors, to its chairman or to the corporation. A resignation
shall be effective when the notice is delivered unless the notice specifies a
later effective date.
(b) The shareholders may remove one or more directors with or without
cause unless the articles of incorporation provide that directors may be removed
only for 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. A director may be removed by the shareholders only at a meeting
called for the purpose of removing him and the meeting notice must state that
the purpose, or one (1) of the purposes, of the meeting shall be removal of the
director.
SECTION 4. Regular Meetings. Unless the articles of incorporation or
these bylaws provide otherwise, 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. By resolution, the board of
directors may determine the time and place, either within or without the State
of Mississippi, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the president, the chairman of the board,
or any two (2) directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Mississippi, as the place for holding any special meeting of the
board of directors called by them. Unless the articles of incorporation or these
bylaws provide for a longer or shorter period, special meetings of the board of
directors must be preceded by at least two (2) days' notice of the date, time
and place of the meeting. If no place for the meeting has been designated in the
notice, the meeting shall be held at the principal office of the corporation.
The notice need not describe the purpose of the special meeting unless required
by the articles of incorporation or these bylaws.
SECTION 6. Place of Meetings. The board of directors may hold regular or
special meetings in or out of this state.
SECTION 7. Quorum. Unless the articles of incorporation or these bylaws
require a greater number, a quorum of the board of directors consists of a
majority of the number of directors fixed by Article III, Section 2, or a
majority of the number of
7
8
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, if the corporation has a variable-range size board.
If less than such number necessary for a quorum shall be present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
SECTION 8. Manner of Acting. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
board of directors unless the articles of incorporation or bylaws require the
vote of a greater number of directors.
SECTION 9. Action Without A Meeting. Unless the articles of
incorporation or bylaws provide otherwise, action required or permitted to be
taken at a board of directors' meeting may be taken without a meeting if the
action is taken by all members of the board. The action must 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 taken under this section shall be effective when the last
director signs the consent, unless the consent specifies a different effective
date. Such a consent has the effect of a meeting vote and may be described as
such in any document.
SECTION 10. Vacancies. Unless the articles of incorporation provide
otherwise, if a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors, (i) the shareholders may
fill the vacancy, (ii) the board of directors may fill the vacancy, or (iii) 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 shall be entitled 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 or otherwise) may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
SECTION 11. Compensation. Unless the articles of incorporation or these
bylaws provide otherwise, the board of directors may fix the compensation of
directors. 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 a 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 other capacity and receiving
compensation therefor.
SECTION 12. Executive and Other Committees. Unless the articles of
incorporation or bylaws provide otherwise, the board of directors may create an
executive committee and one or more other committees and appoint members of the
board of directors to serve on them. Each committee must have two (2) or more
members, who serve at the pleasure of the board of directors. The creation of a
committee and appointment of members to it must be approved by the greater of
(1) a majority of all the
8
9
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation or bylaws to take action. To the
extent specified by the board of directors or in the articles of incorporation
or bylaws, each committee may exercise the authority of the board of directors.
A committee may not, however, authorize distributions; approve or propose to
shareholders action required by applicable law to be approved by shareholders;
fill vacancies on the board of directors or on any of its committees; amend
articles of incorporation pursuant to applicable law authorizing amendment by
the board of directors; adopt, amend, or repeal bylaws; approve a plan of merger
not requiring shareholder approval; authorize or approve the reacquisition of
shares, except according to a formula or method prescribed by the board of
directors; or authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the board of directors
may authorize a committee (or a senior executive officer of the corporation) to
do so within limits specifically prescribed by the board of directors.
Provisions of these bylaws governing meetings, action without meetings, notice
and waiver of notice, and quorum and voting requirements of the board of
directors, apply to committees and their members as well.
SECTION 13. Participation by Telephonic or Other Means. Unless the
articles of incorporation or these bylaws provide otherwise, the board of
directors may permit any or all directors to 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
shall be deemed to be present in person at the meeting.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a president,
a secretary and a treasurer, and such other officers as may be determined by the
board of directors, each of whom shall be appointed by the board of directors.
One or more vice presidents (the number to be determined by the board of
directors) and such other officers, assistant officers and agents as may be
deemed necessary may also appointed by the board of directors. The board of
directors may delegate to any officer of the corporation or any committee of the
board of directors the power to appoint, remove and prescribe the duties of such
other officers, assistant officers, agents and employees. Any two or more
offices may be held by the same person.
SECTION 2. Appointment and Term of Officers. The officers of the
corporation shall be appointed by the board of directors or by any officer to
whom or committee of the board of directors to which the power of appointment
has been delegated. Each officer shall hold office until such officer's
successor has been appointed or until such officer's death or until such officer
shall resign or shall have been removed in the manner provided below. The
appointment of an officer shall not itself create any contract rights with the
corporation.
9
10
SECTION 3. Resignation or Removal of Officers and Agents. (a) An officer
or agent may resign at any time by delivering written notice to the corporation.
A resignation shall be effective when the notice is received by the corporation,
unless the notice specifies a later effective date. An officer's resignation
does not affect the corporation's contract rights, if any, with the officer.
(b) Any officer, assistant, employee, or agent may be removed, with or
without cause, by the board of directors, or by any officer to whom or committee
of the board of directors to which such power of removal has been delegated,
whenever in its judgment, the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors or by any officer to whom or committee of the board of directors to
which such power has been delegated for the unexpired portion of the term.
SECTION 5. President. The president shall be the chief executive officer
of the corporation and, subject to the control of the board of directors, shall
have general supervision and control of the business and affairs of the
corporation. The president shall, when present, preside at all meetings of the
shareholders and in absence of the chair of the board, at meetings of the board
of directors. The president may hire, prescribe the duties of, and fire
employees, and may delegate such authority in whole or in part to any other
officer or employee. 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, any deeds, mortgages, bonds, contracts, or 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.
SECTION 6. Vice President. One or more Vice Presidents may be elected by
the board of directors to perform such tasks and to have such authority less
than the President as may be provided by the board of directors. In the absence
of the president, or in the event of the president's death, inability or refusal
to act, the senior ranking vice president in title (i.e. "senior" or
"executive"'; or in the event of more than one vice president with the same
title, the senior rank vice president in terms of date of first election to the
current level of office) 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. Any vice president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him or her by the president
or by the board of directors.
10
11
SECTION 7. Secretary. The secretary shall (a) prepare and keep the
minutes of the directors' and shareholders' meetings 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 the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) authenticate 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, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolutions of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; (h) maintain the records required under Section 79-4-16.01(a) of
the Mississippi Business Corporation Act, and; (i) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president or by the board of directors.
SECTION 8. 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 monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with these bylaws; 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.
SECTION 9. 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 of shares of the corporation, the
issuance of which shall have been authorized by 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.
SECTION 10. Compensation. The board of directors may fix the
compensation of the officers. No such payment shall preclude any officer from
serving the corporation in any other capacity and receiving compensation
therefor.
11
12
ARTICLE V. CONTRACTS, LOANS, CHECKS 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 in the name of and 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 evidences 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, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, companies or other depositories as the board of directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Shares shall be represented by
certificates. Certificates representing shares of the corporation shall be in
such form as shall be determined by the board of directors. At a minimum, each
share certificate must state on its face (1) the name of the corporation and
that the corporation is organized under the law of the State of Mississippi; (2)
the name of the person to whom issued; and (3) the number and class of shares
and the designation of the series, if any, the certificate represents. 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 or the corporation must furnish the
shareholder this information on request in writing and without charge.
Each share certificate must be signed (either manually or in facsimile)
by the president or a vice president and by the secretary or an assistant
secretary or by such other officers designated in the bylaws or by the board of
directors so to do, and may be sealed with the corporate seal. If the person who
signed (either manually or in facsimile) a share certificate no longer holds
office when the certificate is issued, the certificate is nevertheless valid.
12
13
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in the 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.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares.
ARTICLE VII. INDEMNIFICATION
SECTION 1. Indemnification. The corporation shall indemnify each person
who is or was a Director, officer, employee or agent of the corporation or an
individual who, while serving the indicated relationship to the corporation, is
or was serving at the corporation's request as a Director, officer, partner,
trustee, employee fiduciary, or agent of another corporation or other person or
of an employee benefit plan, to the fullest extent permitted by the Mississippi
law.
SECTION 2. Authorization of Indemnification. The corporation shall be
deemed to have authorized such indemnification whenever a determination has been
made under Mississippi law that indemnification of an individual is permissible
in the circumstances because the person has met the applicable standard of
conduct.
SECTION 3. Advance of Expenses. The corporation may accept an
undertaking of an officer or director to repay advanced expenses if such are
ultimately found to have been unlawfully or improperly advanced without
reference to financial ability to make repayment.
SECTION 4. Right of Corporation to Insure. The corporation may purchase
and maintain insurance on behalf of an individual who is or was a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against liability asserted against or
incurred by him in that capacity or arising from his status as a director,
officer, employee or agent, whether or not the corporation would have power to
indemnify him against such liability under applicable law.
13
14
SECTION 5. Savings Clause. If this Article or any portion thereof shall
be invalidated on any ground by any court of competent jurisdiction, the
corporation shall nevertheless indemnify each officer and Director as to
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether internal or external,
including without limitation a grand jury proceeding and an action or suit
brought by or in the right of the corporation, to the fullest extent permitted
by the applicable portion of this Article that shall not have been invalidated,
or by any other applicable law.
ARTICLE VIII. NOTICE
Notice shall be in writing unless oral notice is reasonable under the
circumstances. Notice may be communicated in person; by telephone, telegraph,
teletype or other form of wire or wireless communication; or by mail or private
carrier. If these forms of personal notice shall be impracticable, notice may be
communicated by a newspaper of general circulation in the area where published;
or by radio, television or other form of public broadcast communication.
Written notice to shareholders, if in a comprehensible form, shall be
effective when mailed, if mailed postpaid and correctly addressed to the
shareholder's address shown in the corporation's current record of shareholders.
Except as provided above with respect to notice to shareholders, written
notice, if in a comprehensible form, shall be effective at the earliest of the
following:
(1) When received;
(2) Five (5) days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed;
(3) 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 addressee.
Oral notice shall be effective when communicated if communicated in a
comprehensible manner,
If applicable law prescribes notice requirements for particular
circumstances, those requirements govern. If the articles of incorporation or
these bylaws prescribe notice requirements, not inconsistent with this section
or other provisions of applicable law, those requirements govern,
14
15
ARTICLE IX WAIVER OF NOTICE; ASSENT TO ACTIONS
Unless otherwise provided by law, a shareholder or director of. the
corporation may waive any notice required by applicable law, the articles of
incorporation or these bylaws, before or after the date and time stated in the
notice. Except as provided below, the waiver must be in writing, be signed by
the shareholder or director entitled to the notice, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director 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. A shareholder's attendance at a meeting (i)
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, and (ii) 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.
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 shall be
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; (2) his dissent or abstention from the
action taken shall be 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 adjourment or to the corporation immediately after adjourment
of the meeting. The right of dissent or abstention shall not be available to a
director who votes in favor of the action taken.
ARTICLE X EMERGENCY BYLAWS
The emergency bylaws provided in this article shall be operative during
any emergency in the conduct of the business of the corporation, notwithstanding
any different provision in the preceding articles of the bylaws or in the
articles of incorporation of the corporation or in the Mississippi Business
Corporation Act. An emergency exists if a quorum of the corporation's directors
cannot readily be assembled because of some catastrophic event. To the extent
not inconsistent with the provisions of this article, the bylaws provided in the
preceding articles shall remain in effect during such emergency and upon its
termination the emergency bylaws shall cease to be operative.
15
16
During any such emergency:
(a) A meeting of the board of directors may be called by any officer or
director of the corporation. Notice of the meeting shall be given by the officer
or director calling the meeting only to those directors whom it is practicable
to reach and may be given in any practicable manner, including by publication
and radio.
(b) One or more officers of the corporation present at a meeting of the
board of directors may be deemed to be directors for the meeting, in order of
rank and within the same rank in order of seniority, as necessary to achieve a
quorum.
(c) The board of directors, ether in anticipation of or during any such
emergency, may modify lines of succession to accommodate the incapacity of any
director, officer, employee or agent.
(d) The board of directors, either in anticipation of or during any such
emergency, may relocate the principal offices or regional offices, or authorize
the officers to do so.
Corporate action taken in good faith during an emergency under this
section to further the ordinary business affairs of the corporation binds the
corporation and may not be used to impose liability on a corporate director,
officer, employee or agent.
These emergency bylaws shall be subject to repeal or change by further
action of the board of directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these emergency bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.
ARTICLE XI. FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 and end on
December 31 in each year.
ARTICLE XII. DISTRIBUTIONS
The board of directors may authorize and the corporation may make
distributions to its shareholders, subject to restriction by the articles of
incorporation and applicable law.
16
17
ARTICLE XIII, CORPORATE SEAL
The board of directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE XIV. AMENDMENTS
These bylaws, or any of them, may be altered, amended or repealed, and new
bylaws may be made, (i) by the board of directors, by vote of a majority of the
Directors then in office, acting at any meeting of the board of directors, or
(ii) by the shareholders, by vote of a majority of a quorum of the shareholders,
at any annual meeting of shareholders, without previous notice, or at any
special meeting of the shareholders, provided that notice of such proposed
amendment, modification, repeal or adoption is given in the notice of special
meeting. Except as otherwise provided in the corporation's Articles of
Incorporation, any bylaws made or altered by the shareholders may be altered or
repealed by either the board of directors or the shareholders.
17