EXHIBIT 3.2
CONTENTS
ITEM ADOPTED PAGE
By-Laws 1
Amendments: June 22, 1971
Re Shareholders Meetings December 8, 1971 8
Re Board of Directors February 12, 1975 8
Re Shareholders Meetings November 12, 1975 9
Re Board of Directors February 9, 1977 9
Re Board of Directors February 10, 1982 10
Re Board of Directors February 11, 1983 11
Re Board of Directors February 8, 1984 11
Re Board of Directors February 8, 1984 12
Re Board of Directors February 14, 1990 12
Re Shareholders Meetings February 12, 1997 13
Re Board of Directors June 14, 2000 13
Re Shareholders Meetings April 3, 2002 14
Re Board of Directors March 25, 2003 15
Re Board of Directors February 18, 2004 15
BYLAWS OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE I
OFFICES
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Section 1. REGISTERED OFFICE AND AGENCY. The registered office of the
Corporation shall be at 318 Cadiz Street, Dallas, Dallas County, Texas. The name
of the registered agent at such address is Stoney M. Stubbs.
Section 2. OTHER OFFICES. The Corporation may have, in addition to its
registered office, offices and places of business at such places, both within
and without the State of Texas, as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
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Section 1. ANNUAL MEETING. An annual meeting of the Shareholders,
commencing with the year 1972 shall be held at 10:00 o'clock A.M. local time in
the place where the meeting is to be, on the 1st day of April, if not a legal
holiday in the place where the meeting is to be held, and if a legal holiday in
such place, then on the next full business day following, at 10:00 o'clock A.M.
local time in said place, at which they shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation or by these By-Laws, may be called by the Chairman of
the Board, the President, the Board of Directors, or the holders of not less
than one-tenth in number of all the shares entitled to vote at the meetings.
Section 3. PLACE OF MEETINGS. Meetings of Shareholders shall be held at
such places, within or without the State of Texas, as may from time to time be
fixed by the Board of Directors or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 4. VOTING LIST. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of Shareholders, a complete list of the Shareholders
entitled to vote at such meeting or any adjournment thereof arranged in
alphabetical order, with the address f and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the Corporation and shall be subject to
inspection by any Shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any Shareholder during the whole time of
the meeting.
Section 5. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of each meeting of the Shareholders and, in case of a
special meeting, the purpose or purposes of which the meeting is called, shall
be delivered not less than ten (10) nor more than fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the body, officer or person calling the meeting, to
each Shareholder of record entitled to vote at the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
addressed to the Shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
Section 6. QUORUM OF SHAREHOLDERS. The holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum at each
meeting of Shareholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of the Shareholders,
the Shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At any 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. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares entitled to vote and present in
person or represented by proxy shall be the act of the Shareholders' Meeting,
unless the vote of a greater number is required by statute, the Articles of
Incorporation or these By-Laws, in which case the vote of such greater number
shall be requisite to constitute the act of the meeting. The Shareholders
present or represented at a duly organized meeting and entitled to vote thereat
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum.
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Section 7. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of Shareholders, except as and to the extent otherwise provided by
statute or the Articles of Incorporation. At any meeting of the Shareholders,
every Shareholder having the right to vote shall be entitled to vote either in
person or by proxy executed in writing by such Shareholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided in the proxy. Each
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting. Any vote may be taken viva voce or by show of hands unless
someone entitled to vote objects, in which case written ballots shall be used.
Section 8. ACTION WITHOUT MEETING. Any action required by statute to be
taken at a meeting of the Shareholders, or any action which may be taken at a
meeting of the Shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by al of the
Shareholders entitled to vote with respect to the subject matter thereof and
such consent shall have the same force and effect as a unanimous vote of the
Shareholders. Any such signed consent, or a signed copy thereof, shall be placed
in the Minute Book of the Corporation.
ARTICLE III
BOARD OF DIRECTORS
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Section 1. MANAGEMENT OF THE CORPORATION. The business and affairs of
the Corporation shall be managed by its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not be statute or by the Articles of Incorporation or by these By-Laws directed
or required to be exercised or done by the Shareholders.
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of five (5) persons, which number may be increased or decreased from
time to time by amendment to these By-Laws; provided, that at no time shall the
number of Directors be less than three (3), and no decrease shall have the
effect of shortening the term of any incumbent Director. Any directorship to be
filled by reason of any increase in the number of Directors shall be filled by
election at any annual meeting, or at a special meeting of Shareholders called
for that purpose. None of the Directors need be Shareholders of the Corporation
or residents of the State of Texas.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the
Shareholders, the Shareholders shall elect Directors to hold office until the
next succeeding annual meeting. At each election, the persons receiving the
greatest number of votes shall be the Directors. Each Director elected shall
hold office for the term for which he is elected and until his successor shall
have been elected and shall have qualified or until his earlier death,
resignation, retirement, disqualification or removal.
Section 4. REMOVAL. Any Director may be removed either for or without
cause at any special or annual meeting of Shareholders, by the affirmative vote
of a majority in number of shares of the Shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director if
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.
Section 5. VACANCIES. Any vacancy occurring in the Board of Directors
(by death, resignation, removal or otherwise) may be filled by an affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board of Directors. A Director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.
Section 6. PLACE OF MEETINGS. Meetings of the Board of Directors,
annual, regular or special, may be held either within or without the State of
Texas.
Section 7. ANNUAL MEETINGS. The first meeting of each newly elected
Board shall be held for the purpose of organization and the transaction of any
other business without notice immediately following the annual meeting of
Shareholders, and at the same place, unless by unanimous consent of the
Directors then elected and serving such time or place shall be changed.
Section 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors, of which no notice shall be necessary, shall be held at such times
and places as may be fixed from time to time by resolution adopted by the Board
and communicated to all Directors. Except as otherwise provided by statute, the
Articles of Incorporation or these By-Laws, any and al business may be
transacted at any regular meeting.
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Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President on seventy-two (72)
hours' notice to each Director, either personally or by mail or by telegram.
Special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of any three (3) of the Directors.
Except as may be otherwise expressly provided by statute or by the Articles of
Incorporation or by these By-Laws, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 10. QUORUM AND MANNER OF ACTING. At all meetings of the Board
of Directors the presence of a majority of the number of Directors fixed by
these By-Laws shall be necessary and sufficient to constitute a quorum for the
transaction of business except as otherwise provided by statute, the Articles of
Incorporation or these By-Laws. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by statute, the
Articles of Incorporation or these By-Laws, in which case the act of such
greater number shall be requisite to constitute the act of the Board. if a
quorum shall not be present at any meeting of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At any such
adjourned meeting any business may be transacted at the meeting as originally
convened.
Section 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Board of Directors or at a meeting of an
Executive Committee designated pursuant to Section 1 of Article V of these
By-Laws may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all members of the Board of Directors or
Executive Committee, as the case may be. Any such signed consent, or a signed
copy thereof, shall be placed in the minute book of the Corporation.
Section 12. DIRECTORS' COMPENSATION. The Board of Directors shall have
authority to determine, from time to time, the amount of compensation, if any,
which shall be paid to its members for their services as Directors and as
members of standing or special committees of the Board. The Board shall also
have power in its discretion to provide for and to pay to Directors rendering
services to the Corporation not ordinarily rendered by Directors as such,
special compensation appropriate to the value of such services as determined by
the Board from time to time. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 13. PROCEDURE. The Board of Directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the Minute Book of
the Corporation.
ARTICLE IV
NOTICES
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Section 1. MANNER OF GIVING NOTICE. Whenever, under the provisions of
the statutes or of the Articles of incorporation or of these By-Laws, notice is
required to be given to any committee member, Director or Shareholder and no
provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given in writing
by mail, postage prepaid, addressed to such member, Director of Shareholder at
his address as it appears on the records or (in the case of a Shareholder) the
stock transfer books of the Corporation. Any notice required or permitted to be
given by mail shall be deemed to be delivered at the time when the same shall be
deposited in the United States mails as aforesaid.
Section 2. WAIVER OF NOTICE. Whenever any notice is required to be
given to any committee member, Shareholder or Director of the Corporation under
the provisions of the statutes or of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to giving of such notice.
ARTICLE V
EXECUTIVE COMMITTEE
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Section 1. CONSTITUTION AND POWERS. The Board of Directors, by
resolution adopted by affirmative vote of a majority of the entire Board, May
designate two or more Directors, one of whom shall be the President of the
Corporation, to constitute an Executive committee, which Executive Committee
shall have and may exercise, when the Board is not in session, all of the
authority and powers of the Board of Directors in the business and affairs of
the Corporation, even though such authority and powers be herein provided or
directed to be exercised by a designated officer of the Corporation; provided
that the foregoing shall not be construed as authorizing action by the Executive
Committee with respect to any action which by statute, the Articles of
Incorporation or these By-Laws is required to be taken by vote of a specified
proportion of the number of Directors fixed by these By-Laws, or any other
action required or specified by the Texas Business Corporation Act or other
applicable law or by these By-Laws or by the Articles of Incorporation to be
taken by the Board of Directors, as such. So far as practicable, members of the
Executive Committee shall be appointed by the Board of Directors at its first
meeting after each annual meeting of Shareholders and, unless sooner discharged
by affirmative vote of a majority of the entire Board, shall hold office until
their respective successors are appointed and qualify or until their earlier
respective removals, deaths, resignations, retirements, or disqualifications.
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Section 2. MEETINGS. Regular meetings of the Executive Committee, or
which no notice shall be necessary, shall be held at such times and places as
may be fixed from time to time by resolution adopted by affirmative vote of a
majority of the whole Committee and communicated to all of the members thereof
at any time on twenty-four (24) hours' notice to each member, either personally
or by mail or telegram. Except as may be otherwise expressly provided by statute
or by the Articles of Incorporation or by these By-Laws, neither the business to
be transacted at, nor the purpose of, any meeting of the Executive Committee
need be specified in the notice or waiver of notice of such meeting. A majority
of the Executive Committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of the Executive Committee.
Section 3. RECORDS. The Executive Committee shall keep a record of its
acts and proceedings and shall report the same, from time to time, to the Board
of Directors. The Secretary of the Corporation, or, in his absence, an Assistant
Secretary, shall act as secretary of the Executive Committee or the Committee
may, in its discretion, appoint its own secretary.
Section 4. VACANCIES. Any vacancy in the Executive committee may be
filled by affirmative vote of a majority of the entire Board.
ARTICLE VI
OTHER COMMITTEES OF THE BOARD
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Section 1. OTHER COMMITTEES. The Board of Directors ;may, be resolution
adopted by affirmative vote of a majority of the entire Board, designate two or
more Directors to constitute another committee or committees for any purpose;
provided, that any such other committee or committees shall have and may
exercise only the power of recommending action to the Board of Directors and the
Executive Committee and of carrying out and implementing any instructions or any
policies, plans and programs theretofore approved, authorized and adopted by the
Board of Directors or the Executive Committee.
ARTICLE VII
OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES
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Section 1. ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board (if the Board of Directors shall determine the
election of such officer to be appropriate), a President, one or more Vice
Presidents, as may be determined from time to time by the Board (and, in the
case of each such Vice President, with such descriptive title, if any, as the
Board of Directors shall deem appropriate), a Secretary, and a Treasurer. The
Chairman of the Board, if any, and the President shall be members of the Board
of Directors. No other elected officer of the Corporation need be a member of
the Board of Directors.
Section 2. ELECTION. So far as is practicable, all elected officers
shall be elected by the Board of Directors at its first meeting after each
annual meeting of Shareholders.
Section 3. APPOINTIVE OFFICERS. The Board of Directors may also appoint
one or more Assistant Secretaries and Assistant Treasurers and such other
officers and assistant officers and agents (none of whom need be a member of the
Board) as it shall from time to time by the Board of Directors or the Executive
Committee.
Section 4. TWO OR MORE OFFICES. Any two (2) or more offices may be held
by the same person, except that the President and Secretary shall not be the
same person.
Section 5. COMPENSATION. The compensation of all officers of the
Corporation shall be fixed from time to time by the Executive committee, if the
Corporation then has an Executive Committee, otherwise by the Board of
Directors. The Executive Committee if the Corporation then has an Executive
Committee, otherwise the Board of Directors, may, from time to time, delegate to
the Chairman of the Board the authority to fix the compensation of any or all of
the other officers of the Corporation.
Section 6. TERM OF OFFICE; REMOVAL; FILLING OF VACANCIES. Each elected
officer of the Corporation shall hold office until his successor is chosen and
qualified in his stead or until his earlier death, resignation, retirement,
disqualification or removal from office. Each appointive officer shall hold
office at the pleasure of the Board of Directors without the necessity of
periodic reappointment. Any officer or agent elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors may be removed
at any time by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent will not of itself create
contract rights. If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.
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Section 7. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
shall be elected and serving, shall preside when present at all meetings of the
Shareholders and of the Board of Directors. He shall be the Chief Executive
Officer of the Corporation and, subject to the provisions of these By-Laws,
shall have general supervision of the affairs of the Corporation and shall have
general and active control of all its business. He and the President of the
Corporation shall have general co-equal authority to execute bonds, deeds and
contracts in the name of the Corporation and to affix the corporate seal
thereto, and to sign stock certificates. He shall have general authority to
cause the employment or appointment of such employees and agents of the
Corporation as the proper conduct of operations may require and to fix their
compensation, subject to the provisions of these By-Laws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the Chairman of the Board; and in
general to exercise all of the powers usually appertaining to the Chief
Executive Officer of a Corporation, except as otherwise provided by statute, the
Articles of incorporation or any amendment thereto, or these By-Laws.
Section 8. PRESIDENT. If no Chairman of the Board is elected or
serving, the President shall perform all duties of the Chairman of the Board;
furthermore the President shall be the chief administrative officer of the
Corporation and, subject to the provisions of these By-Laws, shall have general
administrative supervision of the affairs of the Corporation. In the absence of
the Chairman of the Board, or if such officer shall not have been elected or be
serving, the President shall preside when present at meetings of the
Shareholders and the Board of Directors. He shall have general, co-equal
authority with the Chairman of the Board to execute bonds, deeds and contracts
in the name of the Corporation and to affix the corporate seal thereto, and to
sign stock certificates, and to perform all of the duties and functions and
assume all of the responsibilities of the Chairman of the Board in the absence
of the Chairman of the Board, or if such officer shall not have been elected or
e serving. In the absence or disability of the President, his duties shall be
performed and his powers may be exercised by the Vice Presidents in order of
their seniority, unless otherwise determined by the Chairman of the Board, the
Executive committee, or the Board of Directors.
Section 9. VICE PRESIDENTS. Each Vice President shall generally assist
the President an shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to him by the President, the
Executive Committee or the Board of Directors.
Section 10. TREASURER. The Treasurer shall be the chief accounting and
financial officer of the Corporation and shall have active control of and shall
be responsible for all matters pertaining to the accounts and finances of the
Corporation. He shall audit all payrolls and vouchers of the Corporation and
shall direct the manner of certifying the same; shall supervise the manner of
keeping all vouchers of the Corporation and shall direct the manner of
certifying the same; shall supervise the manner of keeping all vouchers of
payments by the Corporation and all other documents relating to such payments;
shall receive, audit and consolidate all operating and financial statements of
the Corporation and its various departments; shall have supervision of the books
of account of the Corporation, their arrangement and classification; shall
supervise the accounting and auditing practices of the Corporation and shall
have charge of all matters relating to taxation. The Treasurer shall have the
care and custody of all monies, funds and securities of the Corporation; shall
deposit or cause to be deposited all such funds in and with such depositories as
the Board of Directors or the Executive Committee shall from time to time direct
or as shall be selected in accordance with time to time direct or as shall be
selected in accordance with procedure established by the Board of Executive
Committee; shall advise upon all terms of credit granted by the Corporation; and
shall be responsible for the collection of all its accounts and shall cause to
be kept full and accurate accounts of all receipts and disbursements of the
Corporation. He shall have the power to endorse for deposit or collection or
otherwise all checks, drafts, notes, bills of exchange or other commercial
papers payable to the Corporation and to give proper receipts or discharges for
all payments to the Corporation. The Treasurer shall generally perform all the
duties usually appertaining to the office of treasurer or a corporation. In the
absence or disability of the Treasurer, his duties shall be performed and his
powers may be exercised by the Assistant Treasurers in the order or their
seniority, unless otherwise determined by the Treasurer, the President, the
Executive Committee or the Board of Directors. If required by the Board of
Directors, he shall give the Corporation a bond in such form, in such sum, and
with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office.
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Section 11. ASSISTANT TREASURERS. Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Treasurer, the President, the Executive Committee or the Board of
Directors.
Section 12. SECRETARY. The Secretary shall see that notice is given of
all meetings of the Shareholders and special meetings of the Board of Directors
and shall keep and attest true records of all proceedings at all meetings of the
Shareholders and the Board. He shall have charge of the corporate seal and have
authority to attest any and all instruments or writings to which the same may be
affixed. He shall keep and account for all books, documents, papers and records
of the Corporation except those for which some other officer or agent is
properly accountable. He shall have authority to sign stock certificates and
shall generally perform all the duties usually appertaining to the office of
secretary of a corporation. In the absence or disability of the Secretary, his
duties shall be performed and his powers may be exercised by the Assistant
Secretaries in the order of their seniority, unless otherwise determined by the
Secretary, the President, the Executive committee or the Board of Directors.
Section 13. ASSISTANT SECRETARIES. Each Assistant Secretary shall
generally assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time e prescribed or delegated to him
by the Secretary, the President, the Executive Committee or the Board of
Directors.
Section 14. ADDITIONAL POWERS AND DUTIES. In addition to the foregoing
especially enumerated duties, services and powers, the several elected and
appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation or these By-Laws or as the Board of Directors or the
Executive Committee may from time to time determine or as may be assigned to
them by any competent superior officer.
ARTICLE VIII
STOCK AND TRANSFER OF STOCK
---------------------------
Section 1. CERTIFICATES REPRESENTING SHARES. Certificates in such form
as may be determined by the Board of Directors and as shall conform to the
requirements of the statutes, the Articles of Incorporation and these By-Laws
shall be delivered representing all shares to which Shareholders are entitled.
Such certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on the
face thereof that the Corporation is organized under the laws of Texas, the
holder's name, the number and class of shares which such certificate represents,
the par value of such shares or a statement that such shares are without par
value, and such other matters as may be required by law. Each certificate shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of the Corporation or a facsimile
thereof. If any certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation or an employee of
the Corporation, the signature of any such officer may be facsimile.
Section 2. LOST CERTIFICATES. The Board of Directors, the Executive
Committee, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in its or his
discretion, may direct a new certificate or certificates representing shares to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors, the
Executive Committee, the President, or any other officer, in its or his
discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it or he shall
require and/or give the Corporation a bond in such form, in such sum, and with
such surety or sureties as it or he may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen or destroyed.
Section 3. TRANSFERS OF SHARES. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, with all required stock transfer tax stamps affixed thereto and
canceled or accompanied by sufficient funds to pay such taxes, it shall be the
duty of the Corporation or the transfer agent of the Corporation to issue a new
certificate and record the transaction upon its books.
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Section 4. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, 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 5. PREEMPTIVE RIGHTS. No Shareholder or other person shall have
any preemptive rights whatsoever.
ARTICLE IX
MISCELLANEOUS
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Section 1. DIVIDENDS. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the statutes and of the Articles of
Incorporation, may be declared by the Board of Directors at any annual, regular
or special meeting. Dividends may be declared and paid in cash, in property, or
in shares of the Corporation, or in any combination thereof. The declaration and
payment shall be at the discretion of the Board of Directors.
Section 2. RESERVES. There may be created from time to time by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves as the Directors, in their discretion,
think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the Corporation, or for such other purposes
as the Directors shall think beneficial to the Corporation, and the Directors
shall think beneficial to the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
Section 3. SIGNATURE OF NEGOTIABLE INSTRUMENTS. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents and in such manner as
are permitted by these By-Laws or in such manner as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of Directors
or the Executive Committee.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year, unless and until a different fiscal year is fixed by appropriate
resolution of the Board of Directors.
Section 5. SEAL. The Corporation's seal shall be in such form as shall
be adopted and approved from time to time by the Board of Directors. The seal
may be used by causing it, or a facsimile thereof, to be impressed, affixed,
imprinted or in any manner reproduced.
Section 6. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the
purpose of determining Shareholders entitled to notice of or to vote at any
meeting of Shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of Shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books of the Corporation shall be closed for a stated period but not to
exceed, in any case, fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining Shareholders entitled to notice of or to
vote at a meeting of Shareholders, such books shall be closed at least ten (10)
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of Shareholders, such date in any case to be not more
than fifty (50) days and in case of a meeting of Shareholders, not less than ten
(10) days prior to the date on which the particular action, requiring such
determination of Shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders, or Shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of Shareholders. When a determination of Shareholders
entitled to vote at any meeting has been made as provided in this Section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.
Section 7. SURETY BONDS. Such officers and agents of the Corporation
(if any) as the President, the Board of Directors, or the Executive Committee
may direct, from time to time, shall be bonded for the faithful performance or
their duties and for the restoration to the Corporation, in case of their death,
resignation, retirement, disqualification or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the Corporation, is such amounts and by such
surety companies as the President, the Board of Directors or the Executive
committee may determine. The premiums on such bonds shall be paid by the
Corporation, and the bonds so furnished shall be in the custody of the
Secretary.
7
ARTICLE X
AMENDMENTS
----------
Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any meeting of the Board of Directors at which a
quorum is present, provided notice of the proposed alteration, amendment or
repeal or adoption be contained in the notice of such meeting, or (b) where
permitted by applicable law and the Articles of Incorporation and any amendments
thereto, at any meeting of the Shareholders at which a quorum is present or
represented by the affirmative vote of the holders of a majority of the shares
present or represented by proxy at such meeting and entitled to vote thereat,
provided notice of the proposed alteration, amendment or repeal or adoption be
contained in the notice of such meeting.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
Adopted June 22, 1971
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC. of
ARTICLE II
SHAREHOLDERS' MEETINGS
----------------------
Section 1. ANNUAL MEETING. An annual meeting of the Shareholders,
commencing with the year 1972, shall be held in the place designated where the
meeting is to be, on the fourth Monday in April, if not a legal holiday in the
place where the meeting is to be held; and if a legal holiday in such place,
then on the next full business day following at a time designated by the Board
of Directors. At that time they shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: December 8, 1971
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of seven (7) persons, which number may be increased or decreased from
time to time by amendment to these By-Laws; provided, that at no time shall the
number of Directors be less than three (3), and no decrease shall have the
effect of shortening the term of any incumbent Director. Any directorship to be
filled by reason of any increase in the number of Directors shall be filled by
election at any annual meeting, or at a special meeting of shareholders called
for that purpose. None of the Directors need be Shareholders of the Corporation
or residents of the State of Texas.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the
Shareholders, the Shareholders shall elect Directors to hold office until the
next succeeding annual meeting or until an individual member of the Board of
Directors attains the age of seventy (70) years, whichever first occurs, in the
case of the Director in question. At each election, the persons receiving the
greatest number of votes shall be the Directors. Each Director elected shall
hold office for the term for which he is elected and until his successor shall
have been elected and shall have qualified or until his earlier death,
resignation, retirement, disqualification or removal.
8
Section 4. REMOVAL. Any Director may be removed either for or without
cause at any special or annual meeting of Shareholders, by the affirmative vote
of a majority in number of shares of the Shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director, if
notice if intention to act upon such matter shall have been given in the notice
calling such meeting. Upon attaining the age of seventy (70) years, a Director
shall resign forthwith from the Board of Directors, or he shall be removed by
the Shareholders if he shall fail to do so.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: February 12, 1975
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC. of
ARTICLE III
SHAREHOLDERS' MEETINGS
----------------------
Section 1. ANNUAL MEETING. An annual meeting of the Shareholders,
commencing with the year 1976, shall be held in the place designated where the
meeting is to be, on the last Thursday in April, if not a legal holiday in the
place where the meeting is to be held; and if a legal holiday in such place,
then on the next full business day following at a time designated by the Board
of Directors. At that time they shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: November 12, 1975
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 2. NUMBER AND QUALIFICATIONS. the Board of Directors shall
consist of a minimum of seven (7) and a maximum of eleven (11) persons, which
number may be increased or decreased form time to time by amendment to these
By-Laws; provided that at no time ever shall the number of Directors be less
than three (3), and no decrease shall have the effect of shortening the term of
any incumbent Director. Any directorship to be filled by reason of any increase
in the number of Directors shall be filled by election at any annual meeting, or
at a special meeting of Shareholders called for that purpose. None of the
Directors need be Shareholders of the Corporation or residents of the State of
Texas.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the
Shareholders, the Shareholders shall elect Directors to hold office until the
next succeeding annual meeting, or until an individual member of the Board of
Directors attains the age of seventy (70) years, whichever first occurs, in the
case of the Director in question. At each election, the persons receiving the
greatest number of votes shall be the Directors. Each Director elected shall
hold office for the term for which he is elected and until his earlier death,
resignation, retirement, disqualification or removal.
9
Section 4. REMOVAL. Any Director may be removed either for or without
cause at any special or annual meeting of Shareholders, by the affirmative vote
of a majority in number of shares of the Shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director, if
notice of intention to act upon such matter shall have been given in the notice
calling such meeting. Upon attaining the age of seventy (70) years, a Director
shall resign forthwith from the Board of Directors, or he shall be removed by
the Shareholders if he shall fail to do so.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: February 9, 1977
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of a minimum of seven (7) and a maximum of eleven (11) persons, which
number may be increased or decreased from time to time by amendment to these
By-Laws; provided that at no time ever shall the number of Directors be less
than three (3), and no decrease shall have the effect of shortening the term of
any incumbent Director. Any directorship to be filled by reason of any increase
in the number of Directors shall be filled by election at any annual meeting, or
at a special meeting of Shareholders called for that purpose. None of the
Directors need be Shareholders of the Corporation or residents of the State of
Texas.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the
Shareholders, the Shareholders shall elect Directors to hold office until the
next succeeding annual meeting. At each election, the persons receiving the
greatest number of votes shall be the Directors. Each Director elected shall
hold office for the term for which he is elected and until his successor shall
have been elected and shall have qualified or until his earlier death,
resignation, retirement, disqualification or removal.
Section 4. REMOVAL. Any Director may be removed either for or without
cause at any special or annual meeting of Shareholders, by the affirmative vote
of a majority in number of shares of the Shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such Director, if
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: February 10, 1982
10
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
BOARD OF DIRECTORS
------------------
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of a minimum of seven (7) and a maximum of eleven (11) persons. Within
the limits above specified, the number of Directors shall be fixed by resolution
of the Board of Directors, but no decrease in the number of Directors shall have
the effect of shortening the term of any incumbent Director. any directorship to
be filled by reason of any increase in the number of Directors shall be filled
by election at the annual meeting of Shareholders or at a special meeting of
Shareholders called for that purpose. None of the Directors need be shareholders
of the Corporation or residents of the State of Texas.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: February 11, 1983
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
BOARD OF DIRECTORS
ARTICLE III, SECTION 2
----------------------
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of a minimum of seven (7) and a maximum of eleven (11) persons. Within
the limits above specified, the number of Directors shall be fixed by resolution
of the Board of Directors, but no decrease in the number of Directors shall have
the effect of shortening the term of any incumbent Director. None of the
Directors need be Shareholders of the Corporation or residents of the State of
Texas.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary
ADOPTED: February 8, 1984
11
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
BOARD OF DIRECTORS
ARTICLE III, SECTION 5
----------------------
Section 2. VACANCIES; INCREASE IN NUMBER OF DIRECTORS. Any vacancy
occurring in the Board of Directors may be filled by election at any annual or
special meeting of the shareholders called for that purpose or may be filled by
the affirmative vote or a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. A directorship to
be filled by reason of an increase in the numbers of directors may be filled by
election at an annual or special meeting of shareholders called for that purpose
or may be filled by the Board of Directors for a term of office continuing only
until the next election of one or more directors by the shareholders; provided
that the Board of Directors may not fill more than two such directorships during
the period between any two successive annual meetings of shareholders.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ VOLNEY B. STUBBS
-------------------------------
Volney B. Stubbs
Secretary ADOPTED: February 8, 1984
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
BOARD OF DIRECTORS
ARTICLE III
-----------
Section 2. NUMBER AND QUALIFICATIONS. The Board of Directors shall
consist of a minimum of seven (7) and a maximum of fifteen (15) persons, which
number may be increased or decreased from time to time by amendment to these
By-Laws; provided that at no time ever shall the number of Directors be less
than three (3), and no decrease shall have the effect of shortening the term of
any incumbent Director. Any directorship to be filled by reason of any increase
in the number of Directors shall be filled by election at any annual meeting, or
at a special meeting of Shareholders called for that purpose. None of the
Directors need be Shareholders of the Corporation or residents of the State of
Texas.
By: /S/ EDGAR O. WELLER
------------------------
Edgar O. Weller
President
ATTEST:
By: /S/ THOMAS G. YETTER
-------------------------------
Thomas G. Yetter
Assistant Secretary
ADOPTED: February 14, 1990
12
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
SHAREHOLDERS' MEETINGS
ARTICLE II, SECTION 5
---------------------
Section 5. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of each meeting of the Shareholders and, in case of a
special meeting, the purpose or purposes of which the meeting is called, shall
be delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary, or the body, officer or person calling the meeting, to
each Shareholder of record entitled to vote at the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
addressed to the Shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.
By: /S/ STONEY M. STUBBS, JR.
--------------------------------
Stoney M. Stubbs, Jr., President
ATTEST:
By: /S/ LEONARD W. BARTHOLOMEW
-------------------------------
Leonard W. Bartholomew
Secretary
ADOPTED: February 12, 1997
AMENDMENT TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
SHAREHOLDERS' MEETINGS
ARTICLE X
---------
The below indicated sections to Article X of the Bylaws are hereby amended to
read as follows:
Section 2. NUMBER AND QUALIFICATIONS. Effective at the 2001 annual
meeting of shareholders, the Board of Directors shall consist of nine (9)
persons, which number may be increased or decreased from time to time by
amendment to these Bylaws; provided that at no time ever shall the number of
Directors be less than three (3), and no decrease shall have the effect of
shortening the term of any incumbent Director. Prior to the 2001 annual meeting,
the Board of Directors shall consist of a minimum of seven (7) and a maximum of
nine (9) persons, which number may be increased or decreased from time to time
by amendment to these By-Laws; provided that at no time ever shall the number of
Directors be less than three (3), and no decrease shall have the effect of
shortening the term of any incumbent Director. Any directorship to be filled by
reason of any increase in the number of Directors shall be filled by election at
any annual meeting, or at a special meeting of Shareholders called for that
purpose. None of the Directors need be Shareholders of the Corporation or
residents of the State of Texas.
Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the
Shareholders, the Shareholders shall elect Directors to hold office for the
terms described herein. At each election, the persons receiving the greatest
number of votes shall be the directors. The Directors currently in office shall
serve until the 2001 annual meeting of the Shareholders. At the 2001 annual
meeting of shareholders, nine Directors will be elected, who will be divided
into three classes. There will be three Directors in the first class, who will
hold office until the first annual meeting of Shareholders after their election
and until their successors are elected and qualified; there will be three
Directors in the second class, who will hold office until the second annual
meeting of Shareholders after their election and until their successors are
elected and qualified; there will be three Directors in the third class, who
will hold office until the third annual meeting of Shareholders after their
election and until their successors are elected and qualified; at each annual
meeting of Shareholders thereafter, Directors will be elected for the class
whose term of office expires at that meeting, and they will hold office until
the third annual meeting of shareholders after their election and until their
successors are elected and qualified. If the number of Directors is increased or
decreased, each class shall have as close to the same number of Directors as
each other class. At no time shall any class have more than one additional
Director than any other class.
13
Section 4. REMOVAL. Directors may be removed only for cause at any
special or annual meeting of Shareholders, by the affirmative vote of a majority
in number of shares of the Shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director, if notice of
intention to act upon such matter shall have been given in the notice calling
such meeting.
By: /S/ STONEY M. STUBBS, JR.
--------------------------------
Stoney M. Stubbs, Jr., President
ATTEST:
By: /S/ LEONARD W. BARTHOLOMEW
-------------------------------
Leonard W. Bartholomew
Secretary
June 14, 2000
AMENDMENT TO
SECTION 1 OF ARTICLE II OF THE BY-LAWS
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE II
SHAREHOLDERS' MEETING
Section 1. ANNUAL MEETING. An annual meeting of the Shareholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the Shareholders of the Corporation shall elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.
By: /s/ Stoney M. Stubbs, Jr.
--------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
ATTEST:
/s/ Leonard W. Bartholomew
--------------------------------------
Leonard W. Bartholomew
Secretary
ADOPTED: April 3, 2002
14
AMENDMENT TO SECTION 5 OF
ARTICLE III OF THE BY-LAWS
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE III
VACANCIES
Section 5. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by election at any annual or special meeting of the shareholders
called for that purpose or may be filled by the affirmative vote of a majority
of the remaining directors, though less than a quorum of the Board of Directors.
A director elected by the shareholders to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. A director appointed by the
Board of Directors to fill a vacancy may, at the option of the Board, be
appointed for (a) a term of office continuing only until the next election of
one or more directors by the shareholders or (b) the unexpired term of his
predecessor in office. A directorship to be filled by reason of an increase in
the number of directors may be filled by election at an annual or special
meeting of shareholders called for that purpose or may be filled by the Board of
Directors for a term of office continuing only until the next election of one or
more directors by the shareholders; provided that the Board of Directors may not
fill more than two such directorships during the period between any two
successive annual meetings of shareholders.
/s/Stoney M. (Mit) Stubbs, Jr.
------------------------------
Stoney M. Stubbs, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
ATTEST:
/s/ Leonard W. Bartholomew
--------------------------
Leonard W. Bartholomew
Secretary
ADOPTED: March 25, 2003
AMENDMENTS TO
B Y - L A W S
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
TO SECTION 1 OF ARTICLE VI AND SECTION 5
OF ARTICLE VII OF THE BYLAWS
OF
FROZEN FOOD EXPRESS INDUSTRIES, INC.
ARTICLE VI.
OTHER COMMITTEES OF THE BOARD
Section 1. OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the full Board, may designate from among its members one or more
committees, each of which shall be comprised of one or more of its members, and
may designate one or more of its members as alternate members of any committee,
who may, subject to any limitations imposed by the Board, replace absent or
disqualified members at any meeting of that committee. Any such committee shall
have and may exercise all of the authority of the Board; provided however, that
no such committee shall have such power or authority with respect to:
15
(a) amending the Articles of Incorporation, except that a committee
may, to the extent provided in the resolution designating that
committee or in the Articles of Incorporation and permitted under
applicable law, exercise the authority of the Board vested in it in
accordance with Article 2.13 of the Texas Business Corporation Act
(relating to the establishment of a series of unissued shares of a
class of stock);
(b) proposing a reduction of the stated capital of the Corporation in
the manner permitted by Article 4.12 of the Texas Business Corporation
Act;
(c) approving a plan of merger, share exchange, or conversion of the
Corporation;
(d) recommending to the shareholders the sale, lease, or exchange of
all or substantially all of the property and assets of the Corporation
otherwise than in the usual and regular course of its business;
(e) recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof;
(f) amending, altering, or repealing the bylaws of the Corporation or
adopting new Bylaws of the Corporation;
(g) filling vacancies in the Board;
(h) filling vacancies in or designating alternate members of any such
committee;
(i) filling any directorship to be filled by reason of an increase in
the number of directors;
(j) electing or removing officers of the Corporation or members or
alternate members of any such committee;
(k) fixing the compensation of any member or alternate members of such
committee;
(l) altering or repealing any resolution of the Board that by its terms
provides that it shall not be so amendable or repealable; provided,
further, that, unless expressly so provided in the resolution of the
Board designating such committee or in the Articles of Incorporation,
no such committee shall have the power or authority to declare or
authorize a dividend or other distribution or to authorize issuance of
shares of the Corporation; or
(m) any other matter as to which such power or authority may not be
delegated to such committee under applicable law.
ARTICLE VII.
OFFICERS, EMPLOYEES AND AGENTS: POWERS AND DUTIES
Section 5. COMPENSATION. The compensation of all officers of the
Corporation shall be fixed from time to time upon recommendation of the
compensation committee, if the Corporation then has a compensation committee,
otherwise by a majority of independent directors.
By: /S/ STONEY M. STUBBS, JR.
------------------------------
Stoney M. Stubbs, Jr.
President
ATTEST:
By: /S/ LEONARD W. BARTHOLOMEW
-------------------------------
Leonard W. Bartholomew
Secretary
ADOPTED: February 18, 2004
16