Exhibit 3.22
AMENDED AND RESTATED BYLAWS
OF
[Company]
(an Alabama corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the statements prescribed
by Section 10-2B-6.25 of the Alabama Business Corporation Act ("Business
Corporation Act") and by any other applicable provision of law, shall be
signed, either manually or in facsimile, by any two of the following
officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or by any two officers
designated by the Board of Directors, and may bear the corporate seal or
its facsimile. If a 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.
2. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the
articles of incorporation, these Bylaws, or any written agreement in
respect thereof, transfers of shares of the corporation shall be made only
on the books of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a transfer agent or a
registrar and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws, the person in
whose name shares stand on the books of the corporation shall be deemed the
owner thereof for all purposes; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such
fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.
3. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, to demand a special meeting, or to
take any other action, the Board of Directors of the corporation may fix a
date as the record date for any such determination of shareholders, such
date in any case to be not more than seventy days before the meeting or
action requiring a determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
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 days after the date fixed for the
original meeting.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting shall be held
on the date fixed from time to time by the directors except when the
Business Corporation Act confers the right to call a special meeting upon
the shareholders.
- PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Alabama as the directors shall
from time to time fix.
- CALL. Annual meetings may be called by the directors or
the Chairman of the Board of Directors, the President, or the Secretary or
by any officer instructed by the directors or the President to call the
meeting. Special meetings may be called in a like manner or whenever the
holders of at least ten percent of all votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be called.
- NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting not less than ten and no
more than sixty days before the date of the meeting.
- SHAREHOLDERS' LIST FOR MEETING. 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. The shareholders' list
shall be available for inspection by any shareholder, beginning two
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, if the corporation's principal office is located outside the
State of Alabama, at its registered office. A shareholder, his or her
agent, or attorney is entitled on written demand to inspect and, for a
proper purpose, to copy the list, during regular business hours and at his
or her expense, during the period it is available for inspection. The
corporation shall make the shareholders' list available at the meeting, and
any shareholder, his or her agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.
- CONDUCT OF MEETING. Meetings of the shareholders shall
be presided over by one of the following officers in the order of seniority
and if present and acting -- the Chair of the Board, if any, the Vice-Chair
of the Board, if any, the President, a Vice-President, if any, or, if none
of the foregoing is in office and present and acting, by a chairman to be
chosen by the shareholders. The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting,
but, if neither the Secretary nor an Assistant Secretary is present, the
chairman of the meeting shall appoint a secretary of the meeting.
- QUORUM. Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of the votes
entitled to be cast on a matter by a voting group constitutes a quorum of
that voting group for action on that matter. 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. Once a share is
represented for any purpose at a meeting, it is, unless established to the
contrary, presumed present for quorum purposes for the remainder of the
meeting.
- VOTING. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present when the vote is taken. If a quorum is present,
action on a matter, other than the election of directors, by a voting group
is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless the Constitution of the
State of Alabama, as amended and supplemented, the articles of
incorporation, or the Business Corporation Act requires a greater number of
affirmative votes.
5. ACTION WITHOUT MEETING. Any action required or
permitted by the provisions of the Constitution of the State of Alabama or
the Business Corporation Act to be taken at a shareholders' meeting may be
taken without a meeting and, except as otherwise required by the Business
Corporation Act, without prior notice, if the action is taken by all
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.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY - COMPENSATION. 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, a Board of
Directors. The Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director shall be a
natural person of the age of at least nineteen years, but need not be a
shareholder, a citizen of the United States, or a resident of the State of
Alabama. The number of directors constituting the Board of Directors shall
be one or more. Subject to the foregoing limitation, such number may be
fixed from time to time by action of the shareholders. After shares are
issued, only the shareholders may change the range for the size of the
Board of Directors or change from a fixed to a variable-range Board or vice
versa.
3. TERMS AND VACANCIES. The terms of directors expire at
the next annual shareholders' meeting following their election. 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 are elected. Despite the
expiration of a director's term, he or she continues to serve until his or
her successor is elected and qualified or until there is a decrease in the
number of directors. If a vacancy occurs on the Board of Directors, the
vacancy may be filled in accordance with the provisions of Section
10-2B-8.10 of the Business Corporation Act.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix.
- PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Alabama at such place as shall
be fixed by the Board.
- CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any, the
Vice-Chairman of the Board, if any, of the President, or of a majority of
the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without notice of the date,
time, place, or purpose of the meeting. Written, or oral, notice of the
time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. The notice of any meeting
need not describe the purpose of the meeting. A director may waive any
notice required by the Business Corporation Act, the articles of
incorporation, or by these Bylaws before or after the date and time stated
in the notice. A director's attendance at or participation in a meeting
waives objection to lack of any required notice to him or her or to
defective notice of the meeting unless the director at the beginning of the
meeting or promptly upon his or her 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, and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, if any, unless the
director objects to considering the matter before action is taken on the
matter. Except as hereinbefore provided, a waiver shall be in writing,
signed by the director entitled to the notice, and filed with the minutes
or corporate records.
- QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed in or fixed in
accordance with these Bylaws. 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. 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 is deemed to be present
in person at the meeting.
5. REMOVAL OF DIRECTORS. The shareholders may remove one
or more directors with or without cause pursuant to the provisions of
Section 10-2B-8.08 of the Business Corporation Act.
6. ACTION WITHOUT MEETING. Action required or permitted
by the Business Corporation Act 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 paragraph is effective when the last
director signs the consent, unless the consent specifies a different
effective date.
ARTICLE III
OFFICERS
The corporation shall have a President, and a Secretary,
and such other officers as may be deemed necessary, who may be appointed by
the directors. The same individual may simultaneously hold more than one
office in the corporation.
A duly appointed officer may appoint one or more officers
or assistant officers if authorized by the Board of Directors.
Each officer of the corporation has the authority and
shall perform the duties prescribed by the Board of Directors or by
direction of an officer authorized by the Board of Directors to prescribe
the duties of other officers; provided, that the Secretary shall have the
responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation.
The Board of Directors may remove any officer at any time
with or without cause.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such other words
and/or figures as the Board of Directors shall determine or the law
require.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VI
REPORTS TO SHAREHOLDERS
The corporation shall furnish any requisite reports to
shareholders, including those prescribed by the provisions of Sections
10-2B-16.20 and 10-2B-16.21 of the Business Corporation Act.
ARTICLE VII
CONTROL OVER BYLAWS
The Board of Directors may amend or repeal these Bylaws
unless the articles of incorporation or the Business Corporation Act
reserve this power exclusively to the shareholders in whole or in part, or
the shareholders in amending or repealing a particular Bylaw provide
expressly that the Board of Directors may not amend or repeal that Bylaw.
The shareholders may amend or repeal these Bylaws even though the Bylaws
may also be amended or repealed by the Board of Directors.