Exhibit 3.34
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a North Carolina 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 55-6-25 of the North Carolina 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 in any capacity, 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 as regards the corporation; 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. In order to determine the
shareholders who are entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, 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 such 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 North Carolina 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, if any, the Vice-Chairman of the Board,
if any, 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 like manner or whenever the holders of shares entitled to at
least ten percent of all the 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.
- VOTING 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 must 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 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 subsection (c) of Section
55-16-02 of the Business Corporation Act, to copy the list, during regular
business hours and at his expense, during the period it is available for
inspection. The corporation shall make the shareholders' list available at
the meeting, and any shareholder, or his 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 Chairman of the Board, if any, the
Vice-Chairman 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, except that, in the absence of a quorum at
the opening of any meeting of shareholders, such meeting may be adjourned
from time to time by the vote of a majority of the shares voting on the
motion to adjourn. 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 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.
- 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. If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing
the action unless the articles of incorporation, a Bylaw adopted by the
shareholders, 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 Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting, if one or more written consents are
signed by all the shareholders before or after such action, describing the
action taken, are delivered to the corporation for inclusion in the minutes
or filing with the corporate records. If the Business Corporation Act
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 days before the action is taken.
The notice must contain or be accompanied by the same material that, under
the Business Corporation Act, would have been required to be sent to
nonvoting shareholders in a notice of a meeting at which the proposed
action would have been submitted to the shareholders for action.
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 need not be a
shareholder, a citizen of the United States, or a resident of the State of
North Carolina. The number of directors constituting the Board of Directors
shall be one or more. Subject to the foregoing limitation, such number of
directors may be fixed or changed from time to time by the shareholders or
by the Board of Directors. 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 unless their terms
are staggered under Section 55-8-06 of the Business Corporation Act. 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, the director continues to serve until
his successor is elected and qualifies or until there is a decrease in the
number of directors. 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 shareholders or the Board of
Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors, or by
the sole director, remaining in office. If the vacant office was held by a
director elected by a voting group of shareholders, only the remaining
director or directors elected by that voting group or the holders of shares
of that voting group are entitled to fill the vacancy.
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 North Carolina 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 any required
notice to the director 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. 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 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
55-8-08 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, signed
by each director before or after such action, describing the action taken,
and included in the minutes or filed with the corporate records. 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, or any Assistant Secretary or
any one or more other officers designated by the Board of Directors shall
have the responsibility for custody of the 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
STATUTORY NOTICES TO SHAREHOLDERS
The Board of Directors may appoint the Treasurer or other fiscal
officer and/or the Secretary or any other officer to cause to be prepared
and furnished to shareholders entitled thereto any special financial notice
and/or any financial statement, which may be required by any provision of
law, and which, more specifically, may be required by Sections 55-16-20 and
55-16-21 of the Business Corporation Act.
ARTICLE V
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 VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
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 reserves 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. A Bylaw that fixes a
greater quorum or voting requirement for the Board of Directors may be
amended or repealed only in accordance with the provisions of Section
55-10-22 of the Business Corporation Act.