BYLAWS
OF
AGL RESOURCES INC.
ARTICLE I
SHAREHOLDERS
SECTION 1.1. Annual Meetings. The annual meeting of the Shareholders of
the Corporation shall be held each year for the purposes of electing Directors
and of transacting such other business as properly may be brought before the
meeting. To be properly brought before the meeting, business must be brought
before the meeting (i) by or at the direction of the Board of Directors or (ii)
by any Shareholder of the Corporation entitled to vote at the meeting who
complies with the procedures set forth in Sections 1.2 through 1.2.2 of this
Article; provided, in each case, that such business proposed to be conducted is,
under the law, an appropriate subject for Shareholder action.
SECTION 1.2. Notice of Business to Be Brought Before Annual Meetings.
For business to be properly brought before an annual meeting by a Shareholder,
the Shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, in the case of an annual meeting of
Shareholders, a Shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, in accordance with
Securities and Exchange Commission Rule 14a-8(a)(3)(i), not less than 120
calendar days prior to the date of the Corporation's proxy statement released to
Shareholders in connection with the previous year's annual meeting of
Shareholders, except that if no annual meeting of Shareholders was held in the
previous year or if the date of the annual meeting of Shareholders has been
changed by more than 30 calendar days from the date contemplated at the time of
the previous year's proxy statement, the notice shall be received at the
principal executive offices of the Corporation not less than the later of (i)
150 calendar days prior to the date of the contemplated annual meeting or (ii)
the date which is 10 calendar days after the date of the first public
announcement or other notification to the Shareholders of the date of the
contemplated annual meeting.
SECTION 1.2.1. Notice of Business to Be Brought Before Special
Meetings. In the case of special meetings of Shareholders, held pursuant to
Section 1.3 of this Article, a Shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, in
accordance with Securities and Exchange Commission Rule 14a-8(a)(3)(i), not less
than 120 calendar days prior to the date of the special meeting.
SECTION 1.2.2. Contents of Notice. A Shareholder's notice to the
Secretary shall set forth as to each matter such Shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for
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conducting such business at the annual meeting; (ii) the name and address, as
they appear on the Corporation's books, of the Shareholder proposing such
business; (iii) the class and number of shares of the Corporation which are
beneficially owned by such Shareholder; (iv) the dates upon which the
Shareholder acquired such shares; (v) documentary support for any claim of
beneficial ownership, (vi) any material interest of such Shareholder in such
business; (vii) a statement in support of the matter and any other information
required by said Rule 14a-8; and (viii) as to each person whom the Shareholder
proposes to nominate for election or reelection as Director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and Rule 14a-1 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected).
SECTION 1.2.3. Determination of Validity of Notice. The chairman of an
annual meeting may, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of Sections 1.2 through 1.2.2 of this Article, and, if he should so
determine, he shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be
transacted, or in the case of persons so nominated, not be eligible for
election.
SECTION 1.3. Special Meetings. The Corporation shall hold a special
meeting of Shareholders on call of the Board of Directors or the Executive
Committee, the Chairman of the Board of Directors, the President, or, upon
delivery to the Corporation's Secretary of a signed and dated written request
setting out the purpose or purposes for the meeting, on call of the holders of
100% of the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting. Only business within the purpose or purposes
described in the notice of special meeting required by Section 1.5 below may be
conducted at a special meeting of the Shareholders.
SECTION 1.4. Date, Time and Place of Meetings. Annual meetings of the
Shareholders shall be held on such date and at such time and place, within or
without the State of Georgia, as may be fixed by the Board of Directors. Special
meetings of Shareholders shall be held on such date and at such time and place,
within or without the State of Georgia, as may be fixed from time to time by the
Board of Directors. The date, time and place of all meetings shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof. If no
designation is made, the place of the meeting shall be the principal executive
offices of the Corporation.
SECTION 1.5. Notice of Meetings. The Secretary or an Assistant
Secretary shall deliver, either personally or by mailing it, postage prepaid, a
written notice of the place, day, and time of all meetings of the Shareholders
not less than ten (10) nor more than sixty (60) days before the meeting date to
each Shareholder of record entitled to vote at such meeting. Unless otherwise
required or permitted by law, written notice is effective when mailed, if mailed
with postage prepaid and correctly addressed to the Shareholder's address shown
in the Corporation's current record of Shareholders. It shall not be necessary
that notice of an annual meeting include a description of the
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purpose or purposes for which the meeting is called. In the case of a special
meeting, the purpose or purposes for which the meeting is called shall be
included in the notice of the special meeting. If an annual or special
Shareholders' meeting is adjourned to a different date, time, or place, notice
of the new date, time, or place need not be given if the new date, time, or
place is announced at the meeting before adjournment. However, if a new record
date for the adjourned meeting is or must be fixed under Section 1.9 herein,
notice of the adjourned meeting must be given to persons who are Shareholders as
of the new record date.
SECTION 1.6. Record Date. The Board of Directors, in order to determine
the Shareholders entitled to notice of or to vote at any meeting of the
Shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, shall fix in advance a record date that may not be more
than seventy (70) days before the meeting or action requiring a determination of
Shareholders. Only such Shareholders as shall be Shareholders of record on the
date fixed shall be entitled to such notice of or to vote at such meeting or any
adjournment thereof, or to receive payment of any such dividend or other
distribution or allotment of any rights, or to exercise any such rights in
respect of stock, or to take any such other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid. The record date shall apply to any
adjournment of the meeting except that the Board of Directors shall fix a new
record date for the adjourned meeting if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
SECTION 1.6. Shareholders' List for Meeting. After fixing a record date
for a meeting, the Corporation shall prepare an alphabetical list of the names
of all Shareholders who are entitled to notice of the Shareholders' meeting. The
list shall 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 Corporation shall make the Shareholders' list available for
inspection by any Shareholder, his agent, or his attorney at the time and place
of the meeting.
SECTION 1.8. Quorum. Subject to any express provision of law or the
Articles of Incorporation, a majority of the votes entitled to be cast by all
shares voting together as a group shall constitute a quorum for the transaction
of business at all meetings of the Shareholders. Whenever a class of shares or
series of shares is entitled to vote as a separate voting group on a matter, a
majority of the votes entitled to be cast by each voting group so entitled shall
constitute a quorum for purposes of action on any matter requiring such separate
voting. Once a share is represented, either in person or by proxy, for any
purpose at a meeting other than solely to object to holding a meeting or
transacting business at the 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 the adjourned meeting.
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SECTION 1.9. Adjournment of Meetings. The holders of a majority of the
voting shares represented at a meeting, or the Chairman of the Board or the
President, whether or not a quorum is present, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each Shareholder of record entitled to vote at the adjourned meeting.
SECTION 1.10. Vote Required. When 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 authorized by
the Articles of Incorporation or express provision of law requires a greater
number of affirmative votes. Unless otherwise provided in the Articles of
Incorporation, 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. Shareholders do not have the right to cumulate their votes unless the
Articles of Incorporation so provide.
SECTION 1.11. Voting Entitlement of Shares. Unless otherwise provided
in the Articles of Incorporation, each Shareholder, at every meeting of the
Shareholders, shall be entitled to cast one vote, either in person or by written
proxy, for each share standing in his or her name on the books of the
Corporation as of the record date. A Shareholder may vote his shares in person
or by proxy. An appointment of proxy is effective when received by the Secretary
of the Corporation or other officer or agent authorized to tabulate votes and is
valid for eleven (11) months unless a longer period is expressly provided in the
appointment of proxy form. An appointment of proxy is revocable by the
Shareholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. General Powers. Subject to the Articles of Incorporation,
and Bylaws approved by the Shareholders, 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, the Board of Directors.
SECTION 2.2. Number and Tenure. The Board of Directors shall consist of
at least five (5) members and not more than fifteen (15) members, the exact
number of Directors to be fixed from time to time by resolution of the Board of
Directors of the Corporation. No decrease in the number or minimum number of
Directors, through amendment of the Articles of Incorporation or of
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the Bylaws or otherwise, shall have the effect of shortening the term of any
incumbent Director. The Board of Directors shall be divided into three classes
as nearly equal in number as possible, with the term of office of one class
expiring each year. At the first annual meeting of shareholders, the Directors
shall be divided into three classes, as nearly equal in size as may be, with the
Directors of one class to be elected to hold office for a term expiring at the
third annual meeting following the election and until their successors shall
have been duly elected and qualified; with the Directors of the second class to
be elected to serve for a term expiring at the second annual meeting following
the election and until their successors shall have been duly elected and
qualified; and the Directors of the third class to be elected to serve for a
term expiring at the first annual meeting following the election and until their
successors shall have been duly elected and qualified. Thereafter, Directors
shall be elected for terms of three years, and until their successors have been
duly elected and qualified or until there is a decrease in the number of
Directors.
SECTION 2.3. Qualifications of Directors. Directors shall be natural
persons who have attained the age of 18 years who shall own at least 100 shares
of the Common Stock of the Corporation but need not be residents of the State of
Georgia.
SECTION 2.3.1. Re-election After Termination of Principal Employment.
If any Director ceases to hold the position in his or her principal employment
profession, trade or calling that he or she held at he beginning of the current
term for which he or she was elected a Director, such person shall not be
eligible for re-election to the Board of Directors after the expiration of such
current term unless the Board of Directors decides that such person should be
eligible for re-election.
SECTION 2.3.2. Terminating Events; Honorary Directors. Any Director who
either (i) attains his or her seventieth (70th) birthday or (ii) retires from or
discontinues his or her employment with the Corporation, whichever first occurs,
shall thereafter, upon completion of the term for which he or she was elected a
Director, cease to be an active Director; provided, however, anyone who, upon
his or her retirement is Chairman of the Board or President of the Corporation
may, notwithstanding the above provisions of this Section, continue to serve as
an active Director until his attains his seventieth (70th) birthday, and
thereafter until completion of the term for which he or she was elected a
Director.
SECTION 2.3.3. Honorary Directors. Upon appointment by the Board of
Directors, a Director who ceases to be an active Director because of age or
retirement, or any other person who shall be so elected by the Board of
Directors, shall become an Honorary Director for such term or terms as the Board
of Directors may determine, but subject to removal from the position of Honorary
Director at any time at the pleasure of the Board. Except for the regular
November meeting of the Board of Directors, Honorary Directors will not be
expected to attend meetings of the Board unless specially invited. The expenses
of Honorary Directors in attending such November meeting or any other meeting of
the Board of Directors to which they are specially invited will be reimbursed by
the Corporation but they will not receive fees for attending such meetings.
Honorary Directors may participate in an advisory capacity in all discussions
and deliberations of the Board of Directors, but shall have no vote at the
meetings which they attend in accordance with the foregoing provisions.
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An Honorary Director shall not be included in any calculation of the number of
active Directors authorized and serving under Section 2.2.
SECTION 2.4. Vacancies. Unless the Articles of Incorporation provide
otherwise, if a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the vacancy may be filled
only by the Board of Directors, or, if the Directors remaining in office
constitute fewer than a quorum of the Board, by the affirmative vote of a
majority of all Directors remaining in office. If the vacant office was held by
a Director elected by a voting group of Shareholders, only the remaining
Directors elected by that voting group are entitled to vote to fill the vacancy.
SECTION 2.5. Meetings. The Board of Directors shall meet annually,
without notice of the date, time, place or purpose of the meeting, immediately
following and at the same place as the annual meeting of Shareholders. Regular
meetings of the Board of Directors or any committee may be held between annual
meetings without notice at such time and at such place, within or without the
State of Georgia, as from time to time shall be determined by the Board or
committee, as the case may be. A majority of the Board of Directors, the
Chairman of the Board, the President or the Executive Committee may call a
special meeting of the Directors at any time by giving each Director two (2)
days notice of the date, time and place of the meeting. Such notice may be given
orally or in writing in accordance with the provisions of Section 4.1. Unless
otherwise provided in the Articles of Incorporation, these Bylaws or by law,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting need be specified in the notice or any waiver of notice.
SECTION 2.6. Quorum and Voting. At all meetings of the Board of
Directors or any committee thereof, a majority of the number of Directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, shall constitute a quorum for the transaction of
business. The affirmative vote of a majority of the Directors present at any
meeting at which there is a quorum at the time of such act shall be the act of
the Board or of the committee, except as might be otherwise specifically
provided by statute or by the Articles of Incorporation or Bylaws. In the
absence of a quorum, the Directors present by majority vote may adjourn the
meeting from time to time without notice other than by verbal announcement at
the meeting until a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 2.7. Action Without Meeting. Unless the Articles of
Incorporation or Bylaws provide otherwise, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if the action is taken by all members of the Board or
committee, as the case may be. The action must be evidenced by one or more
written consents describing the action taken, signed by each Director, and filed
with the minutes of the proceedings of the Board or committee or filed with the
corporate records.
SECTION 2.8. Remote Participation in a Meeting. Unless otherwise
restricted by the Articles of Incorporation or the Bylaws, any meeting of the
Board of Directors may be conducted
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by 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.
SECTION 2.9. Compensation of Directors. The Board of Directors may fix
the compensation of the Directors for their services as Directors. Compensation
shall be fixed from time to time by a resolution of the Board of Directors, and
may be on the basis of an annual sum or a fixed sum for attendance at each
regular or special meeting and every adjournment thereof, or a combination of
these methods. Members may be reimbursed for all reasonable traveling expenses
incurred in attending meetings. No provision of these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.10. Removal of Directors by Shareholders. Subject to the
requirements of Section 14-2-808 of the Georgia Business Corporation Code (the
"Code") for the removal of Directors elected by cumulative voting, voting group
or staggered terms, any one or more Directors may be removed from office, only
with cause, at any meeting of Shareholders with respect to which notice of such
purpose has been given, by the affirmative vote of the holder or holders of a
majority of the outstanding shares of the Corporation.
SECTION 2.11. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of Shareholders (i) by the Board of
Directors or at the direction of the Board by any nominating committee or person
appointed by the Board or (ii) by any Shareholder of the Corporation entitled to
vote for the election of Directors at the meeting who complies with the notice
procedures set forth in Sections 1.2 through 1.2.2 of these Bylaws. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. Such notice to the Secretary shall set forth the information
required in Section 1.2.2 of these Bylaws. The Corporation may require any
proposed nominee to furnish such other information as reasonably may be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a Director of the Corporation. The chairman of the meeting may, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedures, and if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
disregarded.
SECTION 2.15. Indemnification. The indemnification authorized in the
Articles of Incorporation shall be subject to the following provisions and
procedures:
SECTION 2.15.1. Determination of Eligibility for Indemnification. In
the case of actions brought by or in the right of the Corporation, a Director's
right to indemnification as authorized in the Articles of Incorporation shall be
determined:
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(i) If there are two or more directors not at the time parties
to the proceeding ("Disinterested Directors"), by the board of
directors by a majority vote of all the Disinterested Directors (a
majority of whom shall for such purpose constitute a quorum), or by a
majority of the members of a committee of two or more Disinterested
Directors appointed by such a vote;
(ii) By special legal counsel:
(a) Selected in the manner prescribed in
paragraph (i) of this subsection;
or
(b) If there are fewer than two Disinterested
Directors, the Board of Directors (in which
selection directors who do not qualify as
Disinterested Directors may participate); or
(iii) By the shareholders, but shares owned by or voted under
the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
SECTION 2.15.2. Rights Not Exclusive. The rights to indemnification and
advance of expenses granted in the Articles of Incorporation and in these Bylaws
are not exclusive, and do not limit the Corporation's power to pay or reimburse
expenses to which a Director may be entitled, whether by agreement vote of
shareholders or Disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office, and
do not limit the Corporation's power to pay or reimburse expenses incurred by a
Director in connection with his appearance as a witness in a proceeding at a
time when he has not been made a named defendant or respondent to the
proceeding.
SECTION 2.15.3. Insurance. The Corporation and its officers shall have
the power to purchase and maintain insurance on behalf of an individual who is
or was a Director, officer, employee or agent of the Corporation or who, while a
Director, officer, employee, or agent of the Corporation, is or was serving as a
Director, officer, partner, trustee employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise against liability asserted against or incurred by him in
that capacity or arising from his status as a Director, officer, employee or
agent, whether or not the Corporation would have the power to indemnify him
against the same liability under the provisions of these Bylaws.
SECTION 2.15.4. Reports to Shareholders. If the Corporation indemnifies
or advances expenses to a Director, otherwise than by action of the shareholders
or by an insurance carrier pursuant to insurance maintained by the Corporation
shall report the indemnification or advance in writing to the shareholders with
or before the notice of the next annual shareholders' meeting.
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ARTICLE III
COMMITTEES
SECTION 3.1. Committees. The Board of Directors may, by resolution,
designate from among its members one or more committees, each committee to
consist of one or more Directors, except that committees appointed to take
action with respect to indemnification of Directors, Directors' conflicting
interest transactions or derivative proceedings shall consist of two or more
Directors qualified to serve pursuant to the Code. Any such committee, to the
extent specified by the Board of Directors, Articles of Incorporation or Bylaws,
shall have and may exercise all of the authority of the Board of Directors in
the management of the business affairs of the Corporation, except that it may
not (i) approve or propose to Shareholders action that the Code requires to be
approved by Shareholders; (ii) fill vacancies on the Board of Directors or any
of its committees; (iii) amend the Articles of Incorporation; (iv) adopt, amend,
or repeal Bylaws; or (v) approve a plan of merger not requiring Shareholder
approval. All action by any committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision and alteration by the Board of Directors, except that no rights of
third person shall be affected by any such revision or alteration. Vacancies in
any committee shall be filled by the Board of Directors.
SECTION 3.2. Meetings of Committees. Regular meetings of any committee
may be held without notice at such time and at such place, within or without the
State of Georgia, as from time to time shall be determined by such committee.
The Chairman of the Board of Directors, the President, the Board of Directors or
the committee by vote at a meeting, or by two members of any committee in
writing without a meeting, may call a special meeting of any such committee at
any time by giving each such committee member two (2) days notice of the date,
time and place of the meeting. Such notice may be given orally or in writing in
accordance with the provisions of Section 4.1. Unless otherwise provided in the
Articles of Incorporation, these Bylaws or by law, neither the business to be
transacted at, nor the purpose of, any regular or special meeting of any such
committee need be specified in the notice or any waiver of notice.
SECTION 3.3. Quorum of Committee. At all meetings of any committee a
majority of the total number of its members shall constitute a quorum for the
transaction of business. Except in cases in which it is by law, by the Articles
of Incorporation, by these Bylaws, or by resolution of the Board of Directors
otherwise provided, a majority of such quorum shall decide any questions that
may come before the meeting. In the absence of a quorum, the members of the
committee present by majority vote may adjourn the meeting from time to time,
without notice other than by verbal announcement at the meeting, until a quorum
shall attend.
SECTION 3.4. Compensation of Committee Members. The Board of Directors
may fix the compensation of the Directors for their services as members of
committees of the Board of Directors. Compensation shall be fixed from time to
time by a resolution of the Board of Directors, and may be on the basis of an
annual sum or a fixed sum for attendance at each regular or special
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meeting and every adjournment thereof, or a combination of these methods.
Members of committees shall be reimbursed for all reasonable traveling expenses
incurred in attending meetings. No provision of these Bylaws shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 3.5. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate an
Executive Committee of three or more Directors, which designation shall include
the Chairman of the Board of Directors and the President. Each Director of the
Corporation who is not designated as a member of the Executive Committee hereby
is designated as an alternate member of the Executive Committee, who may act in
the place and stead of any absent member or members at any meeting of such
Executive Committee in the event (i) a quorum of the Executive Committee is not
present and (ii) the Chairman of the Board or, in his absence, the President,
appoints such alternate member to act for that meeting as a member of the
Executive Committee; and such alternate member shall serve only at the meeting
for which such appointment is made, but shall have at that meeting all the
powers of a regular member of the Executive Committee. During the intervals
between the meetings of the Board of Directors the Executive Committee shall
have and may exercise all of the authority of the Board of Directors in the
management of the business affairs of the Corporation to the extent authorized
by the resolution providing for such Executive Committee or by subsequent
resolution adopted by a majority of the whole Board of Directors, except that it
may not (i) approve or propose to Shareholders action that the Code requires to
be approved by Shareholders; (ii) fill vacancies on the Board of Directors or
any of its committees; (iii) amend the Articles of Incorporation; (iv) adopt,
amend, or repeal bylaws; or (v) approve a plan of merger not requiring
Shareholder approval.
SECTION 3.5.1. Honorary Members of Executive Committee. Upon
appointment by the Board of Directors, a Director who ceases to be an active
Director because of age or retirement, and who at the time has been a member of
the Executive Committee for twelve or more years, shall become an Honorary
Member of the Executive Committee for such term or terms as the Board of
Directors may determine, but subject to removal from the position of Honorary
Member of the Executive Committee at any time at the pleasure of the Board.
Honorary Members of the Executive Committee shall receive the customary fees for
attending regular meetings, and may participate in an advisory capacity in all
discussions and deliberations of the Executive Committee, but shall have no vote
at the meetings which they attend in accordance with the foregoing provisions.
An Honorary Member shall not be included in any calculation of the number of
active Directors authorized and serving under Section 3.5.
SECTION 3.6. Audit Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate an Audit
Committee of four (4) or more Directors. The members of the Audit Committee
shall serve at the pleasure of the Board of Directors or until their successors
shall be duly designated. Each Director of the Corporation who is not designated
as a member of the Audit Committee hereby is designated as an alternate member
of the Audit Committee, who may act in the place and stead of any absent member
or members at any meeting of such Audit Committee in the event (i) a quorum of
the Audit Committee is not present
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and (ii) the Chairman of the Board or, in his absence, the President, appoints
such alternate member to act for that meeting as a member of the Audit
Committee; and such alternate member shall serve only at the meeting for which
such appointment is made, but shall have at that meeting all the powers of a
regular member of the Audit Committee. The Audit Committee shall consider the
choice of the independent public accountants for the Corporation, shall review
the planned scope of the audit and the results of their examinations of the
financial statements of the Corporation, their opinions thereon and their
recommendations with respect to accounting, internal controls and other matters,
shall convey information to and from the Board of Directors and its independent
public accountants and auditors, shall be available for discussions of internal
auditing problems and procedures, and shall make their report to the Board of
Directors or the Executive Committee, or to both. The Audit Committee shall keep
full and fair accounts of its transactions. All action by the Audit Committee
shall be reported to the Board of Directors at its meeting next succeeding such
action, and shall be subject to revision and alteration by the Board of
Directors; provided that no rights of third persons shall be affected by any
such revision or alteration. Vacancies in the Audit Committee shall be filled by
the Board of Directors.
SECTION 3.7. Nominating and Compensation Committee. The Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate a Nominating and Compensation Committee of four (4) or more
Directors. The members of the Nominating and Compensation Committee shall serve
at the pleasure of the Board of Directors or until their successors shall be
duly designated. Each Director of the Corporation who is not designated as a
member of the Nominating and Compensation Committee hereby is designated as an
alternate member of the Nominating and Compensation Committee, who may act in
the place and stead of any absent member or members at any meeting of such
Nominating and Compensation Committee in the event (i) a quorum of the
Nominating and Compensation Committee is not present and (ii) the Chairman of
the Board or, in his absence, the President, appoints such alternate member to
act for that meeting as a member of the Nominating and Compensation Committee;
and such alternate member shall serve only at the meeting for which such
appointment is made, but shall have at that meeting all the powers of a regular
member of the Nominating and Compensation Committee. The Nominating and
Compensation Committee shall review the performance of the senior officers of
the Corporation and will recommend to the Board of Directors the appropriate
compensation level for these and the other officers of the Corporation; they
shall review and recommend to the Board of Directors any changes in the various
benefit programs of the Corporation; and shall review the level of fees paid and
the manner in which fees are paid to members of the Corporation's Board of
Directors and shall make recommendations for adjustments as appropriate. The
Nominating and Compensation Committee shall also identify and recommend to the
Board of Directors the nominees for the Board. The Nominating and Compensation
Committee shall keep full and fair accounts of its transactions. All action by
the Nominating and Compensation Committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision and alteration by the Board of Directors; provided that no rights of
third persons shall be affected by any such revision or alteration. Vacancies in
the Nominating and Compensation Committee shall be filled by the Board of
Directors.
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SECTION 3.8. Corporate Responsibility Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
a Corporate Responsibility Committee of four (4) or more Directors. The members
of the Corporate Responsibility Committee shall serve at the pleasure of the
Board of Directors or until their successors shall be duly designated. Each
Director of the Corporation who is not designated as a member of the Corporate
Responsibility Committee hereby is designated as an alternate member of the
Corporate Responsibility Committee, who may act in the place and stead of any
absent member or members at any meeting of such Corporate Responsibility
Committee in the event (i) a quorum of the Corporate Responsibility Committee is
not present and (ii) the Chairman of the Board or, in his absence, the
President, appoints such alternate member to act for that meeting as a member of
the Corporate Responsibility Committee; and such alternate member shall serve
only at the meeting for which such appointment is made, but shall have at that
meeting all the powers of a regular member of the Corporate Responsibility
Committee. The Corporate Responsibility Committee shall make periodic reviews of
all financing plans, pension plans (including the investment of funds); it shall
identify and monitor broad governmental, social and environmental trends that
could affect the Corporation's performance and the related interests of its
employees, shareholders, customers and the general public; and it shall review
and monitor corporate policy with respect to charitable giving. The results of
said reviews shall be reported to the Board of Directors. The Corporate
Responsibility Committee shall keep full and fair accounts of its transactions.
All action by the Corporate Responsibility Committee shall be reported to the
Board of Directors at its meeting next succeeding such action, and shall be
subject to revision and alteration by the Board of Directors; provided that no
rights of third persons shall be affected by any such revision or alteration.
Vacancies in the Corporate Responsibility Committee shall be filled by the Board
of Directors.
ARTICLE IV
NOTICES
SECTION 4.1. Notice. Whenever, under the provisions of the Articles of
Incorporation or these Bylaws or by law, notice is required to be given to any
Director or Shareholder, such notice may be given in writing, by mail; by
telegram, telex or facsimile transmission; by other form of wire or wireless
communication; or by private carrier. Unless otherwise required or permitted by
law, such notice shall be deemed to be effective at the earliest of when
received, or when delivered, properly addressed, to the addressee's last known
principal place of business or residence; or five days after the same shall be
deposited in the United States mail if mailed with first-class postage prepaid
and correctly addressed; or on the date shown on the return receipt, if sent by
registered or certified mail, and the receipt is signed by or on behalf of the
addressee. Notice to any Director or Shareholder may also be oral if oral notice
is reasonable under the circumstances. Oral notice is effective when
communicated if communicated in a comprehensible manner. If these forms of
personal notice are impractical, notice may be communicated by a
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newspaper of general circulation in the area where published, or by radio,
television, or other form of public broadcast communication.
SECTION 4.2. Waiver of Notice. Whenever any notice is required to be
given under provisions of the Articles of Incorporation or of these Bylaws or by
law, a waiver thereof, signed by the person entitled to notice and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting and of all objections to the place or time of
the meeting or the manner in which it has been called or convened, except when
the person attends a meeting for the express purpose of stating, at the
beginning of the meeting, any such objection and, in the case of a Director,
does not thereafter vote for or assent to action taken at the meeting. Neither
the business to be transacted at nor the purpose of any regular or special
meeting of the Shareholders, Directors or a committee of Directors need be
specified in any written waiver of notice; provided, however, that any waiver of
notice of a meeting of Shareholders required with respect to a plan of merger or
a plan of consolidation shall be effective only upon compliance with Section
14-2-706(c) of the Code or successor provisions.
ARTICLE V
OFFICERS
SECTION 5.1. Appointment. The Board of Directors at its first meeting
following the annual meeting of Shareholders shall elect such officers as it
shall deem necessary, including a Chairman of the Board, a President, a
Secretary, a Treasurer, one or more Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice President), Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors. Each such officer shall hold office until the
corresponding meeting of the Board of Directors in the next year and until his
successor shall have been duly elected and qualified or until he shall have
resigned or shall have been removed in the manner provided in Section 5.2 of
this Article V. Any number of offices may be held by the same person unless the
Articles of Incorporation or these Bylaws otherwise provide. The appointment of
an officer does not itself create contract rights.
SECTION 5.2. Resignation and Removal of Officers. An officer may resign
at any time by delivering notice to the Corporation and such resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. The Board of Directors (except in the case of an officer elected
by the Board of Directors) or the Executive Committee or an officer upon whom
such power of removal may have been conferred may remove any officer at any time
with or without cause.
SECTION 5.3. Vacancies. Any vacancy in office resulting from any cause
may be filled by the Board of Directors at any regular or special meeting.
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SECTION 5.4. Powers and Duties. Each officer has the authority and
shall perform the duties set forth below or, to the extent consistent with these
Bylaws, 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.
SECTION 5.4.1. Chairman of the Board of Directors. The Chairman of the
Board of Directors may be chosen from among the Directors of the Corporation and
need not be an Executive Officer or employee of the Corporation. The Chairman
shall preside at all meetings of the Shareholders, the Board of Directors, and
the Executive Committee. He shall have the usual powers and duties incident to
the office of the chairman of the board of directors of a corporation and such
other powers and duties as from time to time may be assigned to him by the Board
of Directors.
SECTION 5.4.2. Chief Executive Officer. The Board of Directors may
designate as the Chief Executive Officer of the Corporation the President or any
other officer of the Corporation including the Chairman if the Chairman is a
full-time officer and employee of the Corporation. The Chief Executive Officer
of the Corporation shall have general and active management responsibility for
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. Except where by law the
signature of the President is required, the Chief Executive Officer shall have
the same powers as the President to sign all authorized certificates, contracts,
bonds, deeds, mortgages and other instruments. He shall have the usual powers
and duties incident to the position of chief executive officer of a corporation
and such other powers and duties as from time to time may be assigned by the
Board of Directors. The Board of Directors may, or if it does not, the Chief
Executive Officer may, from time to time designate an Executive Officer of the
Corporation to assume and perform the duties and powers of the Chief Executive
Officer during the absence or disability of the Chief Executive Officer.
SECTION 5.4.3. President. The President shall be responsible for the
general supervision of the affairs of the Corporation and general and active
management of the financial affairs of the Corporation. He shall have the power
to make and execute certificates, contracts, bonds, deeds, mortgages and other
instruments on behalf of the Corporation, except in cases in which the signing
thereof shall have been expressly delegated to some other officer or agent of
the Corporation and to delegate such power to others. He also shall have such
powers and perform such duties as are specifically imposed on him by law and as
may be assigned to him by the Board of Directors. In the event there is no
Chairman of the Board, the President shall also have all the powers and
authority that the Chairman is given in these Bylaws or otherwise. During the
absence or disability of the Chairman of the Board, the President shall preside
at all meetings of the Shareholders, the Board of Directors and the Executive
Committee. He shall have the usual powers and duties incident to the office of a
president of a corporation and such other powers and duties as from time to time
may be assigned to him by the Board of Directors. If the Board of Directors
designates the President as the Chief Executive Officer of the Corporation, the
President shall also have the powers and duties of the Chief Executive Officer.
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SECTION 5.4.4. Vice Presidents. The Executive Vice Presidents shall be
senior in authority among the Vice Presidents. During the absence or disability
of the President, the Board of Directors shall designate which of the Executive
Vice Presidents shall exercise all the powers and discharge all of the duties of
the President, provided, however, that if he is not a Director he shall not
preside at any meetings of the Board of Directors or the Executive Committee.
The Vice Presidents, shall perform such duties as vice presidents customarily
perform and shall perform such other duties and shall exercise such other powers
as the President or the Board of Directors may from time to time designate.
SECTION 5.4.5. Secretary. The Secretary shall attend all meetings of
the Shareholders and all meetings of the Board of Directors and shall record all
votes and minutes of all proceedings in books to be kept for that purpose, and
shall perform like duties for the standing committees when required. He shall
have custody of the corporate seal of the Corporation, shall have the authority
to affix the same to any instrument the execution of which on behalf of the
Corporation under its seal is duly authorized and shall attest to the same by
his signature whenever required. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest to the same by his signature. The Secretary shall give, or cause to be
given, any notice required to be given of any meetings of the Shareholders, the
Board of Directors and of the standing committees when required. The Secretary
shall cause to be kept such books and records as the Board of Directors, the
Chairman of the Board or the President may require and shall cause to be
prepared, recorded, transferred, issued, sealed and canceled certificates of
stock as required by the transactions of the Corporation and its Shareholders.
The Secretary shall attend to such correspondence and shall perform such other
duties as may be incident to the office of a Secretary of a Corporation or as
may be assigned to him by the Board of Directors, the Chairman of the Board or
the President.
SECTION 5.4.6. Treasurer. The Treasurer shall be charged with the
management of financial affairs of the Corporation and shall have charge of and
be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies, or other depositaries as shall from time to time be selected by the
Board of Directors. He shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation. In general, he shall perform such duties as treasurers usually
perform and shall perform such other duties and shall exercise such other powers
as the Board of Directors, the Chairman of the Board or the President may from
time to time designate and shall render to the Chairman of the Board, the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation.
SECTION 5.4.7. Controller. The Controller shall have charge of and be
responsible for preparation of financial and management reports, budgeting, rate
material, property accounting, taxes and such other duties as are commonly
incident to the office of Controller. The Controller shall have such power and
duties as from time to time may be properly delegated by the President and such
other powers and duties as may from time to time be assigned by the Board of
Directors.
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SECTION 5.4.8. Assistant Vice President, Assistant Secretary and
Assistant Treasurer. One or more Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers, in the absence or disability of any Vice
President, the Secretary or the Treasurer, respectively, shall perform the
duties and exercise the powers of those offices, and, in general, they shall
perform such other duties as shall be assigned to them by the Board of Directors
or by the person appointing them. Specifically the Assistant Secretaries may
affix the corporate seal to all necessary documents and attest the signature of
any officer of the Corporation.
SECTION 5.4.9. Subordinate Officers. The Board of Directors may elect
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may from time to time
authorize any officer to appoint and remove subordinate officers and prescribe
the powers and duties thereof. The Board of Directors may from time to time
authorize the Chairman of the Board of Directors or the President to appoint any
employee or officer of the Corporation (except the President, the Secretary or
an Assistant Secretary elected by the Board of Directors) as an Assistant
Secretary of the Corporation, to prescribe the powers, term, duties and salary,
if any, of such Assistant Secretary, and to remove any Assistant Secretary thus
appointed.
SECTION 5.5. Officers Holding Two or More Offices. Any two of the above
mentioned offices, except those of President and Secretary or Assistant
Secretary, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument be required by statute, by the Articles of Incorporation or by these
Bylaws to be executed, acknowledge or verified by any two or more officers.
SECTION 5.6. Compensation. The Board of Directors shall have power to
fix the compensation of all officers of the Corporation. It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.
ARTICLE VI
CAPITAL STOCK
SECTION 6.1. Share Certificates. Unless the Articles of Incorporation
or these Bylaws provide otherwise, the Board of Directors may authorize the
issue of some or all of the shares of any or all of its classes or series with
or without certificates. Unless the Code provides otherwise, there shall be no
differences in the rights and obligations of Shareholders based on whether or
not their shares are represented by certificates.
In the event that the Board of Directors authorizes shares with
certificates, each certificate representing shares of stock of the Corporation
shall be in such form as shall be approved by the Board of Directors and shall
set forth upon the face thereof the name of the Corporation and that it is
organized under the laws of the State of Georgia, the name of the person to whom
the certificate
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is issued, and the number and class of shares and the designation of the series,
if any, the certificate represents. The Board of Directors may designate any one
or more officers to sign each share certificate, either manually or by
facsimile. In the absence of such designation, each share certificate must be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary. If the person who signed a share certificate, either manually or in
facsimile, no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
SECTION 6.2. Record of Shareholders. The Corporation or an agent
designated by the Board of Directors shall maintain a record of the
Corporation's Shareholders in a form that permits preparation of a list of names
and addresses of all Shareholders, in alphabetical order by class or shares
showing the number and class of shares held by each Shareholder. The Corporation
shall be entitled to treat the person in whose name shares are registered in the
records of the Corporation as the owner thereof for all purposes unless it
accepts for its records a nominee certificate naming a beneficial owner of
shares other than the record owner, and shall not otherwise be bound to
recognize any equitable or other claim to or interest in such shares except as
may be provided by law.
SECTION 6.3. Lost Certificates. In the event that a share certificate
is lost, stolen, mutilated or destroyed, the Board of Directors may direct that
a new certificate be issued in place of such certificate. When authorizing the
issue of a new certificate, the Board of Directors may require such proof of
loss as it may deem appropriate as a condition precedent to the issuance
thereof, including a requirement that the owner of such lost, stolen or
destroyed certificate, or his legal representative, advertise the same in such
manner as the Board shall require and/or that he give the Corporation a bond in
such sum as the Board may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
SECTION 6.4. Transfers of Shares. Transfers of shares of the capital
stock of the Corporation shall be made only upon the books of the Corporation by
the registered holder thereof, or by his duly authorized attorney, or with a
transfer clerk or transfer agent appointed as provided in Section 6.5 hereof,
and, in the case of a share represented by certificate, on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, and for all other purposes, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
SECTION 6.5. Transfer Agents and Registrars. The Board of Directors may
establish such other regulations as it deems appropriate governing the issue,
transfer, conversion and registration of share certificates, including
appointment of transfer agents, clerks or registrars.
ARTICLE VII
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GENERAL PROVISIONS
SECTION 7.1. Indemnification of Officers, Employees and Agents. The
Corporation shall indemnify any officer who was or is made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, derivative, criminal, administrative or investigative
(hereinafter, a "proceeding") to the same extent as it is obligated to indemnify
any Director of the Corporation, but without being subject to the same
procedural conditions imposed for the indemnification of Directors. The
Corporation may indemnify and advance expenses to an employee or agent who is
not a Director or officer to the extent permitted by the Articles of
Incorporation, the Bylaws or by law.
SECTION 7.2. Seal. The Corporation may have a seal, which shall be in
such form as the Board of Directors may from time to time determine. In the
event that the use of the seal is at any time inconvenient, the signature of an
officer of the Corporation, followed by the word "Seal" enclosed in parentheses,
shall be deemed the seal of the Corporation.
SECTION 7.3. Voting Shares in Other Corporations. In the absence of
other arrangements by the Board of Directors, shares of stock issued by another
corporation and owned or controlled by the Corporation, whether in a fiduciary
capacity or otherwise, may be voted by the President or any Vice President, in
the absence of action by the President, in the same order as they preside in the
absence of the President, or, in the absence of action by the President or any
Vice President, by any other officer of the Corporation, and such person may
execute the aforementioned powers by executing proxies and written waivers and
consents on behalf of the Corporation.
SECTION 7.4. Amendment of Bylaws. These Bylaws may be amended or
repealed and new bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors unless the Articles of
Incorporation or the Code reserve this power exclusively to the Shareholders in
whole or in part or the Shareholders, in amending or repealing the particular
bylaw, provide expressly that the Board of Directors may not amend or repeal
that bylaw. Unless the Shareholders have fixed a greater quorum or voting
requirement, these Bylaws also may be altered, amended or repealed and new
bylaws may be adopted, unless such action has been recommended by the Board of
Directors, by an affirmative vote of the holders of at least two-thirds of all
outstanding shares entitled to vote.
SECTION 7.5. Execution of Bonds, Debentures, Evidences of Indebtedness,
Checks, drafts and other Obligations and Orders for Payment. The signatures of
any officer or officers of the Corporation executing a corporate bond, debenture
or other debt security of the Corporation or attesting the corporate seal
thereon, or upon any interest coupons annexed to any such corporate bond,
debenture or other debt security of the Corporation, and the corporate seal
affixed to any such bond, debenture or other debt security of the Corporation,
may be facsimiles, engraved or printed, provided that such bond, debenture or
other debt security of the Corporation is authenticated or countersigned with
the manual signature of an authorized officer of the corporate trustee
designated by the indenture or other agreement under which said security is
issued by a
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transfer agent, or registered by a registrar, other than the Corporation itself,
or an employee of the Corporation. If the person who signed such, bond,
debenture or other debt security of the Corporation, either manually or in
facsimile, no longer holds office when the certificate is issued, the
certificate is nevertheless valid.
SECTION 7.6. Business Combinations. All of the requirements of Sections
14-2- 1131 to 1133, inclusive, of the Code, as now in effect and as hereafter
from time to time amended, shall be applicable to this Corporation and to any
business combination approved or recommended by the Board of Directors.
ARTICLE VIII
EMERGENCY BYLAWS
SECTION 8.1. Emergency Bylaws. This Article shall be operative during
any emergency resulting from some catastrophic event that prevents a quorum of
the Board of Directors or any committee thereof from being readily assembled (an
"emergency"), notwithstanding any different or conflicting provisions set forth
elsewhere in these Bylaws or in the Articles of Incorporation. To the extent not
inconsistent with the provisions of this Article, the bylaws set forth elsewhere
herein and the provisions of the Articles of Incorporation shall remain in
effect during such emergency, and upon termination of such emergency, the
provisions of this Article shall cease to be operative.
SECTION 8.2. Meetings. During any emergency, a meeting of the Board of
Directors or any committee thereof may be called by any Director, or by the
President, any Vice President, the Secretary or the Treasurer (the "Designated
Officers") of the Corporation. Notice of the time and place of the meeting shall
be given by any available means of communication by the person calling the
meeting to such of the Directors and/or Designated Officers as may be feasible
to reach. Such notice shall be given at such time in advance of the meeting as,
in the judgement of the person calling the meeting, circumstances permit.
SECTION 8.3 Quorum. At any meeting of the Board of Directors or any
committee thereof called in accordance with this Article, the presence or
participation of two Directors, one Director and a Designated Officer, or two
Designated Officers shall constitute a quorum for the transaction of business.
SECTION 8.4. Bylaws. At any meeting called in accordance with this
Article, the Board of Directors or committee thereof, as the case may be, may
modify, amend or add to the provisions of this Article so as to make any
provision that may be practical or necessary for the circumstance of the
emergency.
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SECTION 8.5. Liability. Corporate action taken in good faith in
accordance with the emergency bylaws may not be used to impose liability on a
Director, officer, employee or agent of the Corporation.
SECTION 8.6. Repeal or Change. The provisions of this Article shall be
subject to repeal or change by further action of the Board of Directors or by
action of Shareholders, but no such repeal or change shall modify the provisions
of the immediately preceding section of this Article with regard to action taken
prior to the time of such repeal or change.
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