BYLAWS
OF
EMERGENT LENDING CORPORATION
ARTICLE I
OFFICE AND REGISTERED AGENT
Section 1.01. Principal Office. The Corporation shall maintain its
Principal Office in the City of Greenville, State of South Carolina.
Section 1.02. Registered Office, The Corporation shall maintain a
Registered Office as required by the South Carolina Business Corporation Act, as
amended from time to time (the "Act"), at a location in the State of South
Carolina designated by the Board of Directors from time to time. In the absence
of a contrary designation by the Board of Directors, the Registered Office of
the Corporation shall be located at its Principal Office.
Section 1.03. Other Offices. The Corporation may have such other offices
within and without the State of South Carolina as the business of the
Corporation may require from time to time. The authority to establish or close
such other offices may be delegated by the Board of Directors to one or more of
the Corporation's Officers.
Section 1.04. Registered Agent. The Corporation shall maintain a Registered
Agent as required by the Act who shall have a business office at the
Corporation's Registered Office. The Registered Agent shall be designated by the
Board of Directors from time to time to serve at its pleasure. In the absence of
such designation the Registered Agent shall be the Corporation's Secretary.
Section 1.05. Filings. In the absence of directions from the Board of
Directors to the contrary, the Secretary of the Corporation shall cause the
Corporation to maintain currently all filings respecting the Registered Office
and Registered Agent with all governmental officials as required by the Act or
otherwise by law.
ARTICLE II
SHAREHOLDERS
Section 2.01. Annual Meetings. An annual meeting of the Corporation's
Shareholders shall be held once each calendar year for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the meeting. The annual meeting shall be held at the time and place
designated by the Board of Directors from time to time. In the absence of any
such designation, the annual meeting shall be held at the hour of ten o'clock in
the morning on the second Tuesday of the third month following the Corporation's
fiscal year-end; but if that day shall be a legal holiday, then such annual
meeting shall be
held on the next succeeding business day. The failure to hold the Annual Meeting
shall have no effect on the validity of any action taken by the Corporation, its
officers or Board of Directors.
Section 2.02. Special Meetings. Special meetings of the Corporation's
Shareholders may be called for any one or more lawful purposes by the
Corporation's President, the Chairman of the Board of Directors, a majority of
the Board of Directors, or by the written request describing the purpose for
which the meeting is to be held which is filed by holders of record of not less
than ten percent of the Corporation's outstanding shares entitled to be cast on
any issue to be considered at the proposed special meeting. Special meetings of
the Shareholders shall be held at the Corporation's Registered Office at the
time designated in the notice of the meeting in accordance with Section 2.03;
provided, however, that such meetings called by a majority of the Board of
Directors may be held at such places as the Board of Directors may determine.
Section 2.03. Notice of Meetings, Waiver or Notice. Written or printed
notice of all meetings of Shareholders shall be delivered not less than ten nor
more than fifty days before the meeting date, either personally or by registered
or certified mail, to all Shareholders of record entitled to vote at such
meeting. If mailed, the notice shall be deemed to be delivered when deposited
with postage thereon prepaid in the United States mail, addressed to the
shareholder at the shareholder's address as it appears on the Corporation's
records, or if a Shareholder shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at that other address. The notice shall state the
date, time, and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which such meeting was called. At the written request,
delivered personally or by special meeting of Shareholders, the President or
Secretary of the Corporation shall fix the date and time of the meeting and
provide notice thereof to the Shareholders as required above; provided, however,
that the date of the meeting shall in no event be fixed less than ten or more
than sixty days from the date the request was received. If the notice of the
meeting is not given within fifteen days after the request is made to the
President or Secretary, the person or persons calling the meeting may fix the
date and time of the meeting and give or cause to be given the required notice.
Notice of a meeting of Shareholders need not be given to any Shareholder who, in
person or by proxy, signs a waiver of notice either before or after the meeting.
Section 2.04. Quorum. Except as may otherwise be required by law or the
Corporation's Articles of Incorporation, at any meeting of Shareholders the
presence, in person or by proxy, of
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the holders of a majority of the outstanding shares entitled to vote thereat
shall constitute a quorum for the transaction of any business properly before
the meeting. Shares entitled to vote as a separate voting group on a matter may
take action at a meeting only if a quorum of the shares in the separate voting
group are present in person or by proxy at the meeting. In the absence of a
quorum a meeting may be adjourned from time to time, in accordance with the
provisions concerning adjournments contained elsewhere in these Bylaws, by the
holders of a majority of the shares represented at the meeting in person or in
proxy. At such adjourned meeting a quorum of Shareholders may transact any
business as might have been properly transacted at the original meeting.
Section 2.05. Transaction of Business. Business transacted at an annual
meeting of Shareholders may include all such business as may properly come
before the meeting. Business transacted at a special meeting of Shareholders
shall be limited to the purposes stated in the notice of the meeting.
Section 2.06. Shareholders of Record. For the purpose of determining
Shareholders entitled to vote at any meeting of Shareholders, or entitled to
receive dividends or other distributions, or in connection with any other proper
purpose requiring a determination of Shareholders, the Board of Directors shall
by resolution fix a record date for such determination. The date shall be not
more than fifty and not less than ten days prior to the date on which the
activity requiring the determination is to occur. The Shareholders of record
appearing in the stock transfer bonds of the Corporation at the close of
business on the record date so fixed shall constitute the Shareholders of right
in respect of the activity in question. In the absence of action by the Board of
Directors to fix a record date, the record date shall be ten days prior to the
date on which the activity requiring a determination of Shareholders is to
occur.
Section 2.07. Voting. Except as may otherwise be required by law or the
Corporation's Articles of Incorporation, and subject to the provisions
concerning Shareholders of record contained elsewhere in these Bylaws, a person
(or his proxy) present at a meeting of Shareholders shall be entitled to one
vote for each share of voting stock as to which such person is the Shareholder
of Record.
Section 2.08. Adjournments. A majority of the voting shares held by
Shareholders of record present in person or by proxy at a meeting of
Shareholders may adjourn a meeting from time to time to a date, time, and place
fixed by notice as provided for above or, if such date is less than thirty days
from the date of adjournment, to a date, time, and place fixed by the
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majority and announced at the original meeting prior to adjournment.
Section 2.09. Action Without Meeting. Any action 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 taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof.
Section 2.10. Proxies. At all meetings of Shareholders, a Shareholder may
vote in person or by proxy executed in writing by the Shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution unless it qualifies as an
irrevocable proxy under the Act.
Section 2.11. Voting of Shares by Certain Holders. Shares standing in the
name of another Corporation may be voted by the officer, agent or proxy as the
bylaws of that corporation may prescribe, or, in the absence of such provision,
as the board of directors of the other corporation may determine.
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 the shares into his name.
Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under the control of a receiver may be voted by the receiver
without the transfer thereof into his name if authority to do so is 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.
Section 2.12. Action. Approval of actions by Shareholders shall be in
accordance with the requirements of the Act, except to the extent otherwise
provided by the Articles of Incorporation.
Section 2.13. Order of Business. The order of business at the annual
meeting, and so far as practicable at all other meetings of Shareholders, shall
be as follows:
1. Proof of notice of the meeting
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2. Determination of a quorum
3. Reading and disposal of unapproved minutes
4. Reports of officers and committees
5. Election of directors
6. Unfinished business
7. New business
8. Adjournment
Except with respect to a specific rule to the contrary in these Bylaws or
the Act, Robert's Rules of Order shall be used to resolve any procedural
disputes that might rise in a Shareholders' meeting.
ARTICLE III
DIRECTORS
Section 3.01. Authority. The Board of Directors shall have ultimate
authority over the conduct and management of the business and affairs of the
Corporation.
Section 3.02. Number. The Corporation shall have three Directors. The
number of Directors may be increased or decreased from time to time by the Board
of Directors by a number that is thirty percent (30%) or less than the number of
Directors last elected by the Shareholders. No decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director.
Section 3.03. Tenure. Each Director shall hold office from the date of his
election and qualification until his successor shall have been duly elected and
qualified, or until his earlier removal, resignation, death or incapacity. An
election of all Directors by the Shareholders shall be held at each annual
meeting of the Corporation's Shareholders.
Section 3.04. Removal. Any Director may be removed from office, with or
without cause, by a vote of the holders of a majority of the shares of the
Corporation's voting stock. Any Director may be removed from office with cause
by a majority vote of the Board of Directors at a meeting at which only the
removal and replacement of the Director or Directors in question shall be
considered.
Section 3.05. Vacancies. The Shareholders shall elect a new Director to
fill any vacancy on the Board of Directors in the same manner and subject to the
same restrictions and voting rights as apply to the election of the Director
whose removal, resignation, death, or newly created directorship created the
vacancy.
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Section 3.06. Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as the annual meetings of Shareholders. The Board of Directors may by
resolution provide for the holding of additional regular meetings without notice
other than such resolution, provided, however, the resolution shall fix the
date, time, and place (which may be anywhere within or without the State of the
Corporation's Principal Office) for these regular meetings. Notwithstanding the
foregoing any action of the Board of Directors may be taken by unanimous written
consent of the Directors, which action shall have the same validity as if taken
at a regular meeting of the Board of Directors.
Section 3.07. Special Meetings; Notice of Special Meeting. Special meetings
of the Board of Directors may be called for any lawful purpose or purposes by
any Director or the President of the Corporation. The person calling a special
meeting shall give, or cause to be given, to each Director at his business
address, notice of the date, time and place of the meeting by any normal means
of communication not less than seventy-two hours nor more than sixty days prior
thereto. The notices may, but need not, describe the purpose of the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail at the Director's business address, with postage thereon prepaid. If
notice is given by telegram, the notice shall be deemed delivered when the
telegram, is delivered to the telegraph company. Any time or place fixed for a
special meeting must permit participation in the meeting by means of
telecommunications as authorized below.
Section 3.08. Waiver of Notice of Special Meetings. Notice of a special
meeting need not be given to any Director who signs a waiver of notice either
before or after the meeting. The attendance of a Director at a special Directors
meeting shall constitute a waiver of notice of that meeting, except where the
Director attends the meeting for the sole and express purpose of objecting to
the transaction of any business because of the meeting is not lawfully called or
convened.
Section 3.09. Participation by Telecommunications. Any Director may
participate in, and be regarded as present at, any meeting of the Board of
Directors by means of conference telephone or any other means of communication
by which all persons participating in the meeting can hear each other at the
same time.
Section 3.10. Quorum. A majority of Directors in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
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Section 3.11. Action. The Board of Directors shall take action pursuant to
resolutions adopted by the affirmative vote of a majority of the Directors
participating in a meeting at which a quorum is present, or the affirmative vote
of a greater number of Directors where required by the Corporation's Articles of
Incorporation or otherwise by law.
Section 3.12. Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors at an annual, regular, or special meeting may
be taken without a meeting if a consent in writing, setting forth the action
taken, shall be signed by all of the Directors.
Section 3.13. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken unless his dissent shall be entered in the minutes of the
meeting, or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward his dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. The right to dissent shall not
apply to a Director who voted in favor of such action.
Section 3.14. Committees. The Board of Directors maybe resolution designate
and delegate authority to an Executive Committee and other committees with such
authority as may be permitted by the Act. Special meetings of any committee may
be called at any time by any Director who is a member of the committee or by any
person entitled to call a special meeting of the full Board of Directors. Except
as otherwise provided in the section, the conduct of all meetings of any
committee, including notice thereof, shall be governed by Sections 3.06 through
3.13 of this Article. In the absence or disqualification of a member of a
committee, the member or members present at the meeting and not disqualified
from voting may, regardless of the presence of a quorum, unanimously appoint
another member of the Board of Directors to act at the committee meeting in
place of the absent or disqualified member.
Section 3.15. Compensation. The Board of Directors may be resolution
authorize payment to all Directors of a uniform fixed sum for attendance at each
meeting or a uniform stated salary as a Director. No such payment shall preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefore. The Board of Directors may also by resolution authorize
the payment of reimbursement of all expenses of each Director related to the
Director's attendance at meetings.
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Section 3.16. Order of Business. The order of business at all meetings of
the Board of Directors shall be:
1. Determination of a quorum
2. Reading and disposal of all unapproved minutes
3. Reports of officers and committees
4. Unfinished business
5. New business
6. Adjournment
Except with respect to a specific rule to the contrary in These By laws or
the Act, Robert's Rules of Order shall be used to resolve any procedural dispute
that might arise in a Board of Directors' meeting.
ARTICLE IV
OFFICERS
Section 4.01. In General. The officers of the Corporation Shall consist of
a Chief Executive Officer, a President, a Vice president, a Secretary and a
Treasurer and such additional vice presidents, assistant secretaries, assistant
treasurers and other officers and agents as the Board of Directors deems
advisable from time to time. All officers shall be appointed by the Board of
Directors to serve at its pleasure. Except as may otherwise be provided by law
or in the Articles of Incorporation, any officer may be removed by the Board of
Directors at any time, with or without cause. Any vacancy, however occurring, in
any office may be filled by the Board of Directors for the unexpired term. One
person may hold two or more offices. Each officer shall exercise the authority
and perform the duties as may be set forth in these Bylaws and any additional
authority and duties as the Board of Directors shall determine from time to
time.
Section 4.02 Chief Executive Officer ("CEO"). The CEO shall be subject to
the authority of the Board of Directors and shall manage the business and
affairs of the Corporation. The CEO shall preside at all meetings of the
Shareholders and all meetings of the Board of Directors, and shall see that the
resolutions of the Board of Directors are put into effect. The CEO shall have
full authority to execute on the Corporation's behalf any and all contracts,
agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other
documents except as may be specifically limited by resolution of the Board of
Directors.
Section 4.03 President; Vice President. The President and Vice President
shall be subject to the authority of the CEO and shall perform such duties as
the CEO may direct.
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Section 4.04 Secretary. Except as otherwise provided by These Bylaws or
determined by the Board of Directors, the Secretary shall serve under the
direction of the CEO. The Secretary shall attend all meetings of the
Shareholders and the Board of Directors and record the proceedings thereof. The
Secretary shall give, or cause to be given, all notices in connection with such
meetings. The Secretary shall be the custodian of the Corporate seal and affix
the seal to any document requiring it.
Section 4.05 Treasurer. Except as otherwise provided by these Bylaws or
determined by the Board of Directors, the Treasurer shall serve under the
direction of the CEO. The Treasurer shall, under the direction of the CEO, keep
safe custody of the Corporation's funds and maintain complete and accurate books
and records of account. The Treasurer shall upon request report to the Board of
Directors on the financial condition of the Corporation.
Section 4.06. Assistant Officers. Except as otherwise provided by these
Bylaws or determined by the Board of Directors, The Assistant Secretaries and
Assistant Treasurers, if any, shall serve under immediate direction of the
Secretary and the Treasurer, respectively and under the ultimate direction of
the CEO. The Assistant Officers shall assume the authority and perform the
duties of their respective immediate supervisor officer as may be necessary in
the absence, incapacity, or inability or refusal of such immediate superior
officer to act. The seniority of Assistant Officers shall be determined from
their date; of appointment unless the Board of Directors shall otherwise
specify.
Section 4.07. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving a salary by reason of the fact that he is also a Director of the
Corporation.
ARTICLE V
INDEMNIFICATION
Section 5.01. Scope. Every person who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any action suit,
or proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he or a person of whom he is the legal representative is
or was a Director or Officer of the Corporation or is or was serving at the
request of the Corporation or for its benefit as a Director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust, or other enterprise, shall be indemnified and held harmless to the
fullest
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extent legally permissible under and pursuant to the Act, against all expenses,
liabilities, and losses (including without limitation attorney's fees,
judgements, fines, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such Directors, Officers, or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of Shareholders, insurance, provision of law, or otherwise, as
well as their rights under this article.
Section 5.02. Indemnification Plan. The Board of Directors may from time to
time adopt an Indemnification Plan implementing the rights granted in Section
5.01. This Indemnification Plan shall set forth in detail the mechanics of how
the indemnification Rights granted in Section 5.01 shall be exercised.
Section 5.03. Insurance. The Board of Directors may cause the Corporation
to purchase and maintain insurance on behalf of any person who is or was a
Director or Officer of the Corporation, or is or was serving at the request of
the Corporation as a Director or Officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
against any liability asserted against such person and incurred in any such
capacity or arising out of such status whether or not the Corporation would have
the power to indemnify such person.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.01. 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 6.02. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors, and such authority may be
general or confined to specific instances.
Section 6.03. 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
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signed by the 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 6.04. 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, trust companies or other depositories as the Board of Directors or the
CEO of the Corporation may select.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall state upon the face thereof the name of
the person to whom issued, the number of shares, the par value per share and the
fact that the Corporation is organized under the laws of the State of South
Carolina. Each certificate shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary. All certificates for shares
shall be consecutively numbered. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issuance, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new 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 the making of an affidavit by the holder of record of the shares
represented by such certificate setting forth the facts concerning the loss,
theft or mutilation thereof and upon such bond or indemnity to the Corporation
as the Board of Directors may prescribe. A new certificate may be issued without
requiring any bond when in the judgement of the Board of Directors, it is not
imprudent to do so.
Section 7.02. Transfer of Shares. Subject to the provisions of the Act and
to any transfer Restrictions binding on the Corporation, 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 agent, attorney-in-fact or
other legal representative, who shall furnish proper evidence of authority to
transfer, upon surrender for cancellation of the certificate for such shares.
The person in whose name shall be deemed by the Corporation to be the owner
thereof for all purposes.
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Section 7.03. Voting of Shares in Other Corporations Owned By The
Corporation. Subject always to the specific directions of the Board of
Directors, any share or shares of stock issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholder's meeting
of the other corporation by the CEO of the Corporation if he be present, or in
his absence by the President or any Vice-President of the Corporation who may be
present. Whenever, in the judgement of the CEO, or, in his absence of the
President or any Vice-President, it is desirable for the Corporation to execute
a proxy or give a shareholders' consent in respect to any share or shares of
stock issued by any other corporation and owned or controlled by the
Corporation, the proxy or consent shall be executed in the name of the
Corporation by the CEO, the President or one of the Vice-Presidents of the
Corporation without necessity of any authorization by the Board of Directors.
Any person or persons designated in the manner above stated as the proxy or
proxies of the Corporation shall have full right, power and authority to vote
the share or shares of stock issued by the other corporation.
Section 7.04. Fiscal Year. The fiscal year of the Corporation shall be
established, and may be altered, by resolution of the Board of Directors from
time to time as the Board deems advisable.
Section 7.05. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions as the Board of Directors deems
advisable and is permitted by law.
Section 7.06. Seal. The seal of the Corporation shall be circular in form
and shall have inscribed thereon the name of the Corporation, the year of its
organization, and the words "Corporate Seal, State of South Carolina."
Section 7.07. Amendments. These Bylaws may be altered, amended, or repealed
and new Bylaws may be adopted by the Directors, subject to the right of the
shareholders to alter, adopt, amend, or repeal Bylaws as provided in the Act.
Section 7.08. Severability. Any provision of these Bylaws, or any amendment
or alteration thereof, which is determined to be in violation of the Act shall
not in any way render any of the remaining provisions invalid.
Section 7.09. References to Gender and Number Terms. In construing these
Bylaws, feminine or neuter pronouns shall be substituted for those masculine in
form and vice versa, and plural terms shall be substituted for singular and
singular for plural in any place in which the context so requires.
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Section 7.10. Headings. The Article and Section headings in these Bylaws
are inserted for convenience only and are not part of the Bylaws.
Section 7.11. Inspection of Records by Shareholders. A shareholder is
entitled to inspect and copy, during regular business hours at the Corporation's
principal office, any of the following records of the Corporation, 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:
(1) its Articles of Incorporation or Restated Articles of Incorporation
and all amendments to them currently in effect;
(2) its Bylaws or restated Bylaws and all amendments to them currently in
effect;
(3) resolutions adopted by its Board of directors creating one or more
classes or series of shares, and finding 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 three years;
(5) all written communications to Shareholders, generally, within the past
three years, including the financial statements furnished for the past
three years;
(6) a list of the names and business addresses of its current Directors
and Officers;
(7) its most recent Annual Report delivered to the Secretary of State; and
(8) all contracts or other written agreements between the Corporation and
any of its Shareholders and all contracts or other written agreements
between two or more of the Shareholders.
A Shareholder 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 if the Shareholder: gives the Corporation
written notice of his demand at least five business days before the date on
which he whishes to inspect and copy, and his demand is made in good faith and
for a proper purpose; he describes with reasonable particularity his purpose and
the records he desires to inspect; and the records are directly connected with
his purpose:
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(1) excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while
acting in place 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 otherwise subject to inspection under this
section of the Bylaws;
(2) account records of the Corporation; and
(3) the record of Shareholders.
A Shareholder's agent or attorney has the same inspection and copying
rights as the shareholders he represents. The right to copy records under this
section 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.
Section 7.12. Reimbursement of Disallowed Compensation Expenses. Any
payments made to a director or officer of the Corporation to compensate him for
services rendered which shall be disallowed in whole or in part as a deductible
expense for federal income tax purposes shall be reimbursed to the Corporation
by such person to the full extent of such disallowance, together with interest
thereon at the rate then in effect for interest on federal income tax
deficiencies from the date of payment to the date of reimbursement, within sixty
(60) days notice of the disallowance to such person by the Board of Directors.
Such notice shall be promptly given upon a determination, as defined in Section
1313 (a) of the Internal Revenue Code of 1986 (as now in effect and hereafter
amended), that such payment shall be disallowed in whole or in part as a
deductible expense for federal income tax purposes. It shall be the duty of the
Board of Directors to enforce payment by such person of each such amount
disallowed. In lieu of payment by such person, subject to the approval of the
Board of Directors, proportionate amounts may be withheld from such person's
future compensation payments until the full amount owed to the Corporation has
been recovered. Reimbursement of such disallowed expenses shall constitute a
condition of election to any office or directorship of the Corporation.
Approved as of _____________________, 1996.
___________________________________
___________________________________
, Secretary
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