Exhibit 3(b)
BYLAWS
OF
INTER(bullet)ACT SYSTEMS, INCORPORATED
ARTICLE I
Offices
1. Principal Office. The principal office of the corporation shall be
located at such place as the Board of Directors may determine.
2. Other Offices. The corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may from time to time determine, or as the affairs of the corporation
may require.
ARTICLE II
Meetings of Shareholders
1. Place of Meetings. All meetings of the shareholders shall be held at
the principal office of the corporation, or at such other place, either within
or without the State of North Carolina (but within the continental United
States), as shall be designated in the notice of the meeting or agreed upon by a
majority of the shareholders entitled to vote thereat.
2. Annual Meetings. The annual meeting of shareholders shall be held on
the second Tuesday in March, if not a legal holiday, but if a legal holiday,
then on the next day following not a legal holiday, for the purpose of electing
directors of the corporation and for the transaction of such other business as
may be properly brought before the meeting.
3. Substitute Annual Meetings. If the annual meeting shall not be held
on the day designated by these bylaws, a substitute annual meeting may be called
in accordance with the provisions of Section 4 of this Article. A meeting so
called shall be designated and treated for all purposes as the annual meeting.
4. Special Meetings. Special meetings of the shareholders may be called
at any time by the President, the Secretary or the Chairman of the Board of
Directors of the corporation, or by any shareholder pursuant to the written
request signed by the holders of not less than 10% of all the votes entitled to
be cast at the meeting, describing the purpose or purposes for which it is to be
held, and delivered to the Secretary of the corporation.
5. Notice of Meetings. Written or printed notice stating the time and
place of the meeting shall be delivered no fewer than 10 nor more than 60 days
before the date thereof, either personally
or by mail, by or at the direction of the President, the Secretary, the Chairman
of the Board or other person calling the meeting, to each shareholder of record
entitled to vote at such meeting and to each nonvoting shareholder entitled to
notice of the meeting. If the corporation is required by law to give notice of
proposed action to nonvoting shareholders and the action is to be taken without
a meeting pursuant to Section 9 of this Article, written notice of such proposed
action shall be delivered to such shareholders not less than 10 days before such
action is taken.
If notice is mailed, such notice shall be effective when deposited in
the United States mail with postage thereon prepaid and correctly addressed to
the shareholder's address shown in the corporation's current record of
shareholders.
In the case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
it is a matter with respect to which specific notice to the shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for more than 120 days after the date fixed
for the original meeting or if a new record date for the adjourned meeting is
fixed, notice of the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for 120 days or less and no new
record date for the adjourned meeting is fixed, it is not necessary to give
notice of the adjourned meeting other than by announcement at the meeting at
which the adjournment is taken.
6. Waiver of Notice. A shareholder may waive any notice required by
law, the Articles of Incorporation, or these bylaws before or after the date and
time stated in the notice. Such waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting 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. A shareholder's
attendance at a meeting also waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the notice of meeting, unless the shareholder objects to considering the matter
before it is voted upon.
7. Quorum. Shares representing a majority of the outstanding votes
entitled to be cast upon a particular matter represented in person or by proxy
shall constitute a quorum at meetings of shareholders. If there is no quorum at
the opening of a meeting of shareholders, such meeting may be adjourned from
time to time by a vote of a majority of the votes cast on the motion to adjourn;
at any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the original meeting unless a new
record date is set for the adjourned meeting.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is set for that adjourned
meeting.
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8. Voting of Shares. Except to the extent the Articles of Incorporation
provide for multiple or fractional votes per share for certain classes of
capital stock, each outstanding share having voting rights shall be entitled to
one vote on each matter submitted to a vote at a meeting of the shareholders.
Except in the election of directors, a majority of the votes cast on any matter
at a meeting of shareholders at which a quorum is present shall be the act of
the shareholders on that matter, unless a greater vote is required by law, by
the Articles of Incorporation or by a bylaw adopted by the shareholders of the
corporation.
Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in the corporation owns, directly or indirectly, a majority of the
shares entitled to vote for directors of the second corporation; provided that
this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.
9. Informal Action by Shareholders. Any action that is required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed, either before or after the time the action that is the subject of the
shareholder approval is taken, by all of the persons who would be entitled to
vote upon such action at a meeting and delivered to the corporation for
inclusion in the minutes or filing with the corporate records. Unless otherwise
fixed by law or these bylaws, the record date for determining the shareholders
entitled to take action without a meeting shall be the date the first
shareholder signs the consent.
10. Voting Lists. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all the
shareholders entitled to notice of such meeting, with the address of and number
of shares held by each shareholder. Such list shall be available for inspection
by any shareholder, beginning two business days after notice is given of the
meeting 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, or his agent
or attorney, is entitled on written demand to inspect and, subject to the
requirements of North Carolina law, to copy the list, during regular business
hours and at his expense, during the period it is available for inspection. This
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to inspection by any shareholder, or his agent or attorney,
during the whole time of the meeting or any adjournment.
11. 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 form is valid for 11 months from the date of its execution,
unless a different period is expressly provided in the appointment form. An
appointment is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest.
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12. Shares Held by Nominees. The Board of Directors may establish a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as a shareholder. The extent
of this recognition may be determined in the procedure.
ARTICLE III
Directors
1. General Powers. Subject to the Articles of Incorporation and valid
shareholders' agreements, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation be managed
under the direction of, its Board of Directors.
2. Number, Term and Qualifications. The number of directors of the
corporation shall be not less than 7 nor more than 12. The number of directors
may be fixed or changed from time to time, within this range, by the
shareholders or the Board of Directors. The Board of Directors may also increase
or decrease this number, but not by more than 30% during any twelve month
period. The terms of the initial directors expire at the first shareholders'
meeting at which directors are elected. The term of a director expires at the
next annual shareholders' meeting following his election, or when his successor
is elected and qualified. Directors need not be residents of the State of North
Carolina or shareholders of the corporation.
3. Election of Directors. Except as provided in Section 5 of this
Article, the directors shall be elected at the annual meeting of shareholders.
Those persons who receive a plurality of the votes cast by the shares entitled
to vote in the election at a meeting at which a quorum is present shall be
deemed to have been elected.
4. Removal. The shareholders may remove one or more directors with or
without cause. 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
not be removed by the shareholders at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director.
5. Vacancies. Unless the Articles of Incorporation provide otherwise,
if a vacancy occurs on the Board of Directors, including, without limitation, a
vacancy resulting from an increase in the number of directors or from the
failure by the shareholders to elect the full authorized number of directors,
the vacancy may be filled by the shareholders, the Board of Directors, or, if
the directors remaining in office constitute fewer than a quorum of the Board of
Directors, by the affirmative vote of a majority of all the directors, or by the
sole remaining director. A vacancy that will occur at a specific later date may
be filled before the vacancy occurs but the new director may not take office
until the vacancy occurs. A director elected to fill a vacancy shall serve for
the unexpired term of his predecessor in office.
6. Chairman. There may be a Chairman of the Board of Directors
elected by the directors from their number at any meeting of the Board.
The Chairman shall preside at all meetings of the Board of
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Directors and perform such other duties as may be directed by the Board. The
Board of Directors may designate the Chairman of the Board or any Vice Chairman
of the Board as an officer of the corporation.
7. Compensation. The Board of Directors may compensate a director for
his services as such and may provide for the payment of all expenses incurred by
a director in attending regular and special meetings of the Board or in
otherwise fulfilling his duties as a director.
ARTICLE IV
Meetings of Directors
1. Regular Meetings. A regular meeting of the Board of Directors shall
be held immediately after, and at the same place as, the annual meeting of the
shareholders. The Board of Directors may also provide, by resolution, the time
and place, either within or without the State of North Carolina, for the holding
of additional regular meetings.
2. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, the President or any
two directors. Such meetings may be held within or without the State of North
Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors
may be held without notice.
The person or persons calling a special meeting of the Board of
Directors shall, at least 24 hours before the meeting, give notice thereof by
any usual means of communication. Such notice need not specify the purpose for
which the meeting is called.
4. Waiver of Notice. Any director may waive any required notice before
or after the date and time stated in the notice. Attendance at or participation
by a director in a meeting shall constitute a waiver of notice of such meeting,
unless the director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting any business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.
A director may also waive notice by filing with the minutes or
corporate records his written and signed consent to the holding of the meeting
or to any specific action so taken.
5. Quorum. A majority of the number of directors prescribed, or, if no
number is prescribed, 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..
6. Manner of Acting. Except when a greater number is required by law,
the Articles of Incorporation or these bylaws, an act of the majority of the
directors then in office (but no fewer than four) shall be the act of the Board
of Directors.
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7. Presumption of Assent. A director of the corporation 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 his contrary vote is recorded; he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; his dissent or abstention is entered in the minutes of the meeting;
or he files written notice of dissent or abstention with the presiding officer
of the meeting before its adjournment or with the corporation immediately after
the adjournment of the meeting. The right of dissent or abstention is not
available to a director who voted in favor of such action.
8. Attendance by Telephone. The Board of Directors shall 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 is deemed to be present in person at
the meeting.
9. Informal Action by Directors Action taken by a majority of the
directors without a meeting is nevertheless Board action if written consent to
the action in question, describing the action taken, is signed by all the
directors and filed with the minutes of the proceedings of the Board or filed
with the corporate record, whether done before or after the action so taken.
Such action shall be effective when the last director signs the consent, unless
the consent specifies a different effective date.
10. Loans to Directors. Except as otherwise provided by law, the
corporation shall not directly or indirectly lend money to or guarantee the
obligation of a director of the corporation unless the particular loan or
guarantee is approved by a majority of the votes represented by the outstanding
voting shares of all classes, voting as a single voting group, except the votes
of shares owned by or voted under control of the benefited director, or unless
the corporation's Board of Directors determines that the loan or guarantee
benefits the corporation and either approves the specific loan or guarantee or a
general plan authorizing loans and guarantees. The fact that a loan or guarantee
is made in violation of this Section does not affect the borrower's liability on
the loan.
ARTICLE V
Officers
1. Number. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer, and such Vice Presidents, Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers as
the Board of Directors may from time to time elect. Any two or more offices may
be held by the same person, except the offices of President and Secretary, but
no officer may act in more than one capacity where action of two or more
officers is required. It shall not be necessary for any officer to be a
shareholder of the corporation.
2. Election and Term. Except as hereafter provided, the officers of
the corporation shall be elected by the Board of Directors. Such election may
be held at any regular or special meeting of the
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Board. Unless otherwise determined by the Board of Directors, the Chief
Executive Officer may appoint assistant officers. Each officer and assistant
officer shall hold office until his death, resignation, retirement, removal,
disqualification or until his successor is elected and qualified.
3. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board with or without cause. Officers appointed
by the Chief Executive Officer may be removed by him. Any such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
4. Compensation. The compensation of all officers of the corporation
other than assistant officers shall be fixed by the Board of Directors. No
officer shall serve the corporation in any other capacity and receive
compensation therefor unless such additional compensation be authorized by the
Board of Directors. The compensation of all assistant officers shall be fixed by
the Chief Executive Officer of the corporation or his designee.
5. President. The President shall, unless otherwise determined by the
Board of Directors, be the Chief Executive Officer of the corporation and,
subject to the control of the Board of Directors, shall supervise and control
the management of the corporation according to these bylaws. He shall, when
present, unless the Board of Directors determines otherwise, preside at all
meetings of the shareholders. He may sign, with any other proper officer,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts or other instruments that may lawfully be executed on behalf of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
delegated by the Board of Directors to some other officer or agent; and, in
general, he 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.
6. Vice Presidents. The Vice Presidents shall perform such duties and
shall have such other powers as the Board of Directors or the President shall
prescribe. The Board of Directors may designate one or more Vice Presidents as
Executive or Senior Vice President, or any other title that the Board of
Directors deems appropriate, and may rank the Vice Presidents in order of
authority. The Vice President, or, if more than one, the highest ranking
available Vice President, shall, in the absence or disability of the President,
perform the duties and exercise the powers of that office.
7. Secretary. The Secretary shall keep the minutes of the meetings of
shareholders, of the Board of Directors and of all Executive Committees in one
or more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of the bylaws or as required by law; 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; keep a register of
the mailing address of each shareholder which shall be furnished to the
Secretary by such shareholder; have general charge of the stock transfer books
of the corporation; keep or cause to be kept in the State of North Carolina at
the corporation's registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each, and prepare or
cause to
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be prepared voting lists prior to each meeting of shareholders as required by
law; and, 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.
8. Treasurer. The Treasurer shall, except to the extent that some other
officer has been delegated this authority by the Board of Directors, have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such depositories as shall be selected in accordance with
the provisions of Section 3 of Article VI of these bylaws; prepare, or cause to
be prepared, annual financial statements of the corporation including a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flow for the year, all in reasonable detail, which financial
statements or written notice of their availability shall be mailed to each
shareholder within 120 days after the close of each fiscal year. In general, the
Treasurer shall 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.
9. Assistant Officers. The Assistant Vice Presidents, Secretaries and
Treasurers shall, in the absence or disability of their superiors, perform the
duties and exercise the powers of those offices and shall, in general, perform
such other duties as shall be assigned to them by the President or by the
respective officers to whom they report.
10. Executive Officers. The Board of Directors may designate any
officer as Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer or Chief Accounting Officer, which officer shall have such authority as
the Board of Directors may designate.
11. Contract Rights. The appointment of an officer does not itself
create contract rights in the officer.
12. Bonds. The Board of Directors may by resolution require any or all
officers, agents and employees of the corporation to give bond to the
corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.
ARTICLE VI
Contracts, Checks and Deposits
1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
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2. Checks and Drafts. All checks, drafts or orders for the payment of
money issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
ARTICLE VII
Certificates for Shares and Transfer Thereof
1. Certificates for Shares. Shares of the corporation may but need not
be represented by certificates. Unless otherwise provided by law, the rights and
obligations of shareholders are identical whether or not their shares are
represented by certificates. If shares represented by certificates are issued,
each certificate shall be signed (either manually or in facsimile) by the
Chairman, the President or any Vice President, and by the Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer. If shares are issued without
certificates, the corporation shall, within a reasonable time after such
issuance, send the shareholder a written statement of the information required
on certificates by law. At a minimum each share certificate or information
statement shall state on its face the following information: the name of the
corporation and that it is organized under the law of North Carolina; the name
of the person to whom issued; the number and class of shares and the designation
of the series, if any, the certificate or information statement represents; if
the corporation is authorized to issue different classes of shares or different
series within a class, a summary of, or alternatively, a conspicuous statement
on the back or front of the certificate or contained in the information
statement that the corporation will furnish in writing and without charge, 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); and, a conspicuous statement of any restrictions on the
transfer or registration of transfer of the shares.
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. Transfer
of shares evidenced by certificates shall be made only on surrender for
cancellation of the certificate for such shares. Transfer of shares of the
corporation not evidenced by certificates shall be made only on delivery to the
corporation of such documentation as the corporation shall require.
3. Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of a meeting of shareholders, to demand a special meeting, to
vote, to take any other action, or to receive a dividend with respect to their
shares, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders. Such record date fixed by the Board of
Directors under
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this Section shall not be more than 70 days before the meeting or action
requiring a determination of shareholders.
If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to a dividend, the close of the business day before the first notice is
delivered to shareholders or the date on which the Board of Directors authorizes
the dividend, as the case may be, shall be the record date for such
determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
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.
4. Lost Certificates. If a shareholder claims that a certificated
security has been lost, apparently destroyed or wrongfully taken, the
corporation shall issue a new certificated security or, at the option of the
corporation, an equivalent noncertificated security in place of the original
security, if the shareholder so requests before the corporation has notice that
the security has been acquired by a bona fide purchaser, files with the
corporation a sufficient indemnity bond if so required by the corporation, and
satisfies any other reasonable requirements imposed by the corporation.
5. Holder of Record. The corporation may treat as absolute owner of
shares the person in whose name the shares stand of record on its books just as
if that person had full competency, capacity and authority to exercise all
rights of ownership irrespective of any knowledge or notice to the contrary or
any description indicating a representative, pledge or other fiduciary relation
or any reference to any other instrument or to the rights of any other person
appearing upon its record or upon the share certificates except that any person
furnishing to the corporation proof of his appointment as a fiduciary shall be
treated as if he were a holder of record of its shares.
The corporation may 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.
6. Reacquired Shares. The corporation may acquire its own shares and
shares so acquired constitute authorized but unissued shares.
ARTICLE VIII
Indemnification
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1. Extent. In addition to the indemnification otherwise provided by
law, the corporation shall indemnify and hold harmless its directors and
Indemnified Officers (as hereinafter defined) against liability and expenses in
any proceeding, including reasonable attorneys' fees, arising out of their
status as directors or officers or their activities in any of such capacities or
in any capacity in which any of them is or was serving, at the corporation's
request, in another corporation, partnership, joint venture, trust or other
enterprise, and the corporation shall indemnify and hold harmless those
directors and officers who are deemed to be fiduciaries of the corporation's
present and future employee pension and welfare benefit plans as defined under
the Employee Retirement Income Security Act of 1974, as amended, ("ERISA
fiduciaries") against liability and expenses in any proceeding, including
reasonable attorney's fees, arising out of their status or activities as ERISA
fiduciaries; provided, however, that the corporation shall not indemnify a
director or Indemnified Officer against liability or litigation expense that he
may incur on account of his activities that at the time taken were not in good
faith, were known or reasonably should have been known by him to be clearly in
conflict with the best interests of the corporation, or that he had reason to
believe was unlawful, and the corporation shall not indemnify an ERISA fiduciary
against any liability or litigation expense that he may incur on account of his
activities that at the time taken were known or reasonably should have been
known to him to be clearly in conflict with the best interests of the employee
benefit plan to which the activities relate. The corporation shall also
indemnify the director, Indemnified Officer or ERISA fiduciary for reasonable
costs, expenses and attorneys' fees in connection with the enforcement of rights
to indemnification granted herein, if it is determined in accordance with
Section 2 of this Article that the director, Indemnified Officer or ERISA
fiduciary is entitled to indemnification hereunder.
2. Determination. Any indemnification under Section 1 of this Article
shall be paid by the corporation in any specific case only after a determination
that the director, Indemnified Officer or ERISA fiduciary did not act in a
manner, at the time the activities were taken, that was known or reasonably
should have been known by him to be clearly in conflict with the best interests
of the corporation, or the employee benefit plan to which the activities relate,
as the case may be. Such determination shall be made (a) by the affirmative vote
of a majority (but not less than two) of directors who are or were not parties
to such action, suit or proceeding or against whom any such claim is asserted
("disinterested directors") even though less than a quorum, or (b) if a majority
(but not less than two) of disinterested directors so direct, by independent
legal counsel in a written opinion, or (c) by the vote of the shares
representing a majority of the outstanding votes entitled to be cast other than
those owned or controlled by directors or officers who were parties to such
action, suit or proceeding or against whom such claim is asserted, or by a
unanimous vote of all of the votes entitled to be cast, or (d) by a court of
competent jurisdiction.
3. Advanced Expenses. Expenses incurred by a director, Indemnified
Officer or ERISA fiduciary in defending a civil or criminal claim, action, suit
or proceeding may, upon approval of a majority (but not less than two) of the
disinterested directors, even though less than a quorum, or, if there are less
than two disinterested directors, upon unanimous approval of the Board of
Directors, be paid by the corporation in advance of the final disposition of
such claim, action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, Indemnified Officer or ERISA fiduciary to repay such
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amount unless it shall ultimately be determined that he is entitled to be
indemnified against such expenses by the corporation.
4. Corporation. For purposes of this Article, references to directors
or officers of the "corporation" shall be deemed to include directors, officers
and ERISA fiduciaries of Inter(bullet)Act Systems, Incorporated, its
subsidiaries, and all constituent corporations absorbed into Inter(bullet)Act
Systems, Incorporated or any of its subsidiaries by a consolidation or merger.
5. Indemnified Officer. For purposes of the Article, "Indemnified
Officer" shall mean all executive officers of the corporation who are also
directors of the corporation and any other officer who is designated by the
Board of Directors as an Indemnified Officer.
6. Reliance and Consideration. Any director, Indemnified Officer or
ERISA fiduciary who at any time after the adoption of this Bylaw serves or has
served in any of the aforesaid capacities for or on behalf of the corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this Bylaw. No amendment, modification or repeal of
this Article VIII shall adversely affect the right of any director, Indemnified
Officer or ERISA fiduciary to indemnification hereunder with respect to any
activities occurring prior to the time of such amendment, modification or
repeal.
7. Insurance. The corporation may purchase and maintain insurance on
behalf of its directors, officers, employees and agents and those persons who
were serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of, or in some other capacity in, another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article or otherwise. Any full or partial payment made by
an insurance company under any insurance policy covering any director, officer,
employee or agent made to or on behalf of a person entitled to indemnification
under this Article shall relieve the corporation of its liability for
indemnification provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against the
corporation with respect to such payment.
ARTICLE IX
General Provisions
1. Dividends. The Board of Directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in such manner and
upon such terms and conditions as are permitted by law and by its Articles of
Incorporation.
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2. Waiver of Notice. Whenever any notice is required to be given to any
shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the Articles of Incorporation or
bylaws of the corporation, a waiver thereof in writing signed by the person or
persons entitled to such notice and delivered to the corporation for filing with
the minutes, whether before or after the time stated therein, shall be
equivalent to such notice.
3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the
fiscal year of the corporation shall be from January 1 to December 31.
4. Amendments. Except as otherwise provided herein, by law or in the
Articles of Incorporation, these bylaws may be amended or repealed and new
bylaws may be adopted by the affirmative vote of a majority of the directors
then holding office (but no fewer than four) at any regular or special meeting
of the Board of Directors.
The Board of Directors shall have no power to amend or repeal a bylaw
fixing a greater quorum or voting requirement for the Board of Directors unless
that bylaw was originally adopted by the Board of Directors or such bylaw
provides that it may be amended or repealed by the Board of Directors.
No bylaw hereafter adopted, amended, or repealed by the shareholders
shall be readopted, amended or repealed by the Board of Directors unless
otherwise provided in the Articles of Incorporation or in a bylaw simultaneously
or subsequently adopted by the shareholders of the corporation.
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I, William F. Penwell, the duly elected, qualified and acting Secretary
of Inter(bullet)Act Systems, Incorporated, do hereby certify that the foregoing
are the Bylaws of Inter(bullet)Act Systems, Incorporated, adopted by the Board
of Directors by action duly taken as of April 14, 1993, and reflecting all
amendments through June 12, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1996.
--------------------------------------
William F. Penwell, Secretary
(CORPORATE SEAL)
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