EXHIBIT 3.2
BYLAWS
OF
STONEVILLE INSURANCE COMPANY
ARTICLE I
PRINCIPAL OFFICE
The principal office of the corporation in the State of
Mississippi and the home office of the corporation shall be
located in Jackson, Hinds County, Mississippi.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Tuesday in the month of
May, in each year at the hour of 10:00 o'clock, A.M., or such
other time and date as may be determined by the directors, for
the purpose of electing directors and for the transaction of such
other business as may properly come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday in the
State of Mississippi, such meeting shall be held on the next
succeeding business day.
If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders
as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. The corporation shall hold a
special meeting of shareholders (1) on call of its Board of
Directors, the Chairman thereof, or the President; or (2) unless
the Articles of Association provide otherwise, if the holders of
at least ten percent (10%) of all the votes entitled to be cast
on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the corporation's Secretary one
or more written demands for the meeting describing the purpose or
purposes for which it is to be held. If not otherwise fixed
under applicable law, the record date for determining
shareholders entitled to demand a special meeting shall be the
date the first shareholder signs the demand.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Mississippi, for any annual meeting or for any special meeting of
shareholders. A valid waiver of notice signed by all
shareholders entitled to notice may designate any place, either
within or without the State of Mississippi, as the place for any
annual meeting or for any special meeting of shareholders. Unless
the notice of the meeting states otherwise, shareholders'
meetings shall be held at the corporation's principal office.
SECTION 4. Notice of Meeting. The corporation shall notify
shareholders of the date, time and place of each annual and
special shareholders' meeting no fewer than ten (10) nor more
than sixty (60) days before the meeting date. Unless applicable
law or the Articles of Association require otherwise, the
corporation shall give notice only to shareholders entitled to
vote at the meeting.
Unless applicable law or the Articles of Association require
otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting is
called. Notice of a special meeting must include a description
of the purpose or purposes for which the meeting shall be called.
Only business within the purpose or purposes described in the
meeting notice may be conducted at a special shareholders'
meeting.
Unless these Bylaws require otherwise, if an annual or
special shareholders' meeting is adjourned to a different date,
time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting
before adjournment. If a new record date for the adjourned
meeting is or must be fixed under applicable law or Article II,
Section 5 of these Bylaws, however, notice of the adjourned
meeting must be given under this section to persons who are
shareholders as of the new record date.
SECTION 5. Closing of Transfer Books or Fixing of Record
Date. The Board of Directors of the corporation may fix the
record date for one or more voting groups in order to determine
shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action. A
record date may not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders. If
not otherwise fixed by law, the record date for determining
shareholders entitled to notice of and to vote at an annual or
special shareholders' meeting shall be the day before the first
notice is delivered to shareholders. If the Board of Directors
does not fix the record date for determining shareholders
entitled to a distribution (other than one involving a purchase,
redemption or other acquisition of the corporation's shares), it
shall be the date the Board of Directors authorizes the
distribution. A determination of shareholders entitled to notice
of or to vote at a shareholders' meeting shall be effective for
any adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting.
SECTION 6. Voting Lists. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of a
shareholders' meeting. The list must be arranged by voting group
(and within each voting group by class or series of shares) and
show the address of and number of shares held by each
shareholder.
The shareholders' list must be available for inspection by
any shareholder beginning two (2) business days after notice of
the meeting is given for which the list was prepared and
continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city
where the meeting will be held. A shareholder, his agent or
attorney shall be entitled on written demand to inspect and,
subject to the requirements of applicable law, to copy the list
during regular business hours and at his expense, during the
period it shall be available for inspection. The corporation
shall make the shareholders' list available at the meeting, and
any shareholder, his agent or attorney shall be entitled to
inspect the list at any time during the meeting or any
adjournment.
SECTION 7. Quorum. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter.
Unless the Articles of Association or applicable law impose other
quorum requirements, a majority of the votes entitled to be cast
on the matter by a voting group, represented in person or by
proxy, shall constitute a quorum of that voting group for action
on that matter. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice except as may be required by Article II, Section 4
of these Bylaws or by applicable law. 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 noticed. Once a share is represented for any
purpose at a meeting, it shall be deemed present for quorum
purposes for the remainder of the meeting and for any adjournment
of that meeting unless a new record date is or must be set for
that adjourned meeting.
SECTION 8. Proxies. A shareholder may appoint a proxy to
vote or otherwise act for him by signing an appointment form,
either personally or by his attorney-in-fact. An appointment of
a proxy shall be effective when received by the Secretary or
other officer or agent authorized to tabulate votes of the
corporation. An appointment shall be valid for eleven (11)
months unless a longer period is expressly provided in the
appointment form. An appointment of a proxy shall be revocable
by the shareholder unless the appointment form conspicuously
states that it is irrevocable and the appointment shall be
coupled with an interest. Appointments coupled with an interest
include the appointment of (1) a pledgee; (2) a person who
purchased or agreed to purchase the shares; (3) a creditor of the
corporation who extended it credit under terms requiring the
appointment; (4) an employee of the corporation whose employment
contract requires the appointment; or (5) a party to a voting
agreement created under applicable law.
The death or incapacity of the shareholder appointing a
proxy does not affect the right of the corporation to accept the
proxy's authority unless notice of the death or incapacity shall
be received by the Secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under
the appointment. An appointment made irrevocable because it is
coupled with an interest shall be revoked when the interest with
which it is coupled is extinguished. A transferee for value of
shares subject to an irrevocable appointment may revoke the
appointment if he did not know of its existence when he acquired
the shares and the existence of the irrevocable appointment was
not noted conspicuously on the certificate representing the
shares or on the information statement for shares without
certificates.
Subject to applicable law and to any express limitation on
the proxy's authority appearing on the face of the appointment
form, the corporation shall be entitled to accept the proxy's
vote or other action as that of the shareholder making the
appointment.
SECTION 9. Voting of Shares. Except as provided below or
unless the Articles of Association provide otherwise, and subject
to the provisions of Section 12 of this Article II, each
outstanding share, regardless of class, shall be entitled to one
(1) vote on each matter voted on at a shareholders' meeting. If
a quorum exists, action on a matter (other than the election of
directors) by a voting group shall be approved if the votes cast
within the voting group favoring the action exceed the votes cast
opposing the action, unless the Articles of Association or
applicable law require a greater number of affirmative votes.
Unless otherwise provided in the Articles of Association,
directors shall be 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.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may
prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Absent special circumstances, shares of this corporation
shall not be entitled to vote if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and
this corporation owns, directly or indirectly, a majority of the
shares of the second corporation entitled to vote for the
directors of the second corporation. This does not limit the
power of this corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name. Shares
standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name
if authority so to do be contained in an appropriate order of the
court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
SECTION 11. Informal Action by Shareholders. Action
required or permitted by applicable law to be taken at a
shareholders' meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the
corporation for inclusion in the minutes or filing with the
corporate records. If not otherwise determined under applicable
law, the record date for determining shareholders entitled to
take action without a meeting shall be the date the first
shareholder signs such consent. A consent signed under this
section has the effect of a meeting vote and may be described as
such in any document.
If applicable law requires that notice of proposed action be
given to nonvoting shareholders and the action is to be taken by
unanimous consent of the voting shareholders, the corporation
must give its nonvoting shareholders written notice of the
proposed action at least ten (10) days before the action is
taken. The notice must contain or be accompanied by the same
material that, under applicable law, would have been required to
be sent to nonvoting shareholders in a notice of meeting at which
the proposed action would have been submitted to the shareholders
for action.
SECTION 12. Cumulative Voting. Shareholders shall have the
right to cumulate their votes for directors unless the Articles
of Association provide otherwise, and the shareholders shall be
entitled to multiply the number of votes they are entitled to
cast by the number of directors for whom they are entitled to
vote and cast the product for a single candidate or distribute
the product among two (2) or more candidates.
SECTION 13. Shares Held by Nominees. The corporation may
establish a procedure by which the beneficial owner of shares
that are registered in the name of a nominee shall be recognized
by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure. The procedure
may set forth: (1) the types of nominees to which it applies;
(2) the rights or privileges that the corporation recognizes in a
beneficial owner; (3) the manner in which the procedure shall be
selected by the nominee; (4) the information that must be
provided when the procedure is selected; (5) the period for which
selection of the procedure shall be effective; and (6) other
aspects of the rights and duties created.
SECTION 14. Corporation's Acceptance of Votes. If the name
signed on a vote, consent, waiver or proxy appointment
corresponds to the name of the shareholder, the corporation, if
acting in good faith, shall be entitled to accept the vote,
consent, waiver or proxy appointment and give it effect as the
act of the shareholder.
If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder,
the corporation, if acting in good faith, shall nevertheless be
entitled to accept the vote, consent, waiver or proxy appointment
and give it effect as the act of the shareholder if: (1) the
shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity; (2) the name signed
purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent,
waiver or proxy appointment; (3) the name signed purports to be
that of a receiver or trustee in bankruptcy of the shareholder
and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to
the vote, consent, waiver or proxy appointment; (4) the name
signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been
presented with respect to the vote, consent, waiver or proxy
appointment; (5) two (2) or more persons are the shareholders as
cotenants or fiduciaries and the name signed purports to be the
name of at least one (1) of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.
The corporation shall be entitled to reject a vote, consent,
waiver or proxy appointment if the Secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on
it or about the signatory's authority to sign for the
shareholder.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. 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, its
Board of Directors, subject to any limitation set forth in the
Articles of Association.
SECTION 2. Number, Election, Tenure and Qualifications.
The number of directors of the corporation shall be not fewer
than three (3) nor more than seven (7), the exact number to be
established at the time of the election of directors. Directors
are elected at the first annual shareholders' meeting and at each
annual meeting thereafter unless their terms are staggered in the
Articles of Association. The terms of the initial directors of
the corporation expire at the first shareholders' meeting at
which directors shall be elected. The terms of all other
directors expire at the next annual shareholders' meeting
following their election unless their terms shall be staggered in
the Articles of Association. A decrease in the number of
directors does not shorten an incumbent director's term. The
term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors shall be elected.
Despite the expiration of a director's term, he continues to
serve until his successor shall be elected and qualifies or until
there shall be a decrease in the number of directors. A director
need not be a resident of this state or a shareholder of the
corporation.
SECTION 3. Resignation of Directors; Removal of Directors
by Shareholders.
(a) A director may resign at any time by delivering written
notice to the Board of Directors, to its Chairman or to the
corporation. A resignation shall be effective when the notice is
delivered unless the notice specifies a later effective date.
(b) The shareholders may remove one or more directors with
or without cause unless the Articles of Association provide that
directors may be removed only for cause. If a director is
elected by a voting group of shareholders, only the shareholders
of that voting group may participate in the vote to remove him.
If cumulative voting is authorized, a director may not be removed
if the number of votes sufficient to elect him under cumulative
voting is voted against his removal. If cumulative voting is not
authorized, a director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast not to remove
him. A director may be removed by the shareholders only at a
meeting called for the purpose of removing him and the meeting
notice must state that the purpose, or one () of the purposes, of
the meeting shall be removal of the director.
SECTION 4. Regular Meetings. Unless the Articles of
Association or these Bylaws provide otherwise, a regular meeting
of the Board of Directors shall be held without other notice than
this bylaw immediately after, and at the same place as, the
annual meeting of shareholders.
SECTION 5. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the Chairman
of the Board of Directors, the President or a majority of the
directors. Unless the Articles of Association or these Bylaws
provide for a longer or shorter period, special meetings of the
Board of Directors must be preceded by at least two (2) days'
notice of the date, time and place of the meeting. If no place
for the meeting has been designated in the notice, the meeting
shall be held at the principal office of the corporation. The
notice need not describe the purpose of the special meeting
unless required by the Articles of Association or these Bylaws.
SECTION 6. Place of Meetings. The Board of Directors may
hold regular or special meetings in or out of this state.
SECTION 7. Quorum. Unless the Articles of Association or
these Bylaws require a greater number, a quorum of the Board of
Directors consists of a majority of the number of directors fixed
by Article III, Section 2, or a majority of the number of
directors prescribed, or if no number is prescribed, the number
in office immediately before the meeting begins, if the
corporation has a variable-range size board. If less than such
number necessary for a quorum shall be present at a meeting, a
majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 8. Manner of Acting. If a quorum is present when a
vote is taken, the affirmative vote of a majority of directors
present is the act of the Board of Directors unless the Articles
of Association or Bylaws require the vote of a greater number of
directors.
SECTION 9. Action Without A Meeting. Unless the Articles
of Association or Bylaws provide otherwise, action required or
permitted to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of
the board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director,
and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this section
shall be effective when the last director signs the consent,
unless the consent specifies a different effective date. Such a
consent has the effect of a meeting vote and may be described as
such in any document.
SECTION 10. Vacancies. Unless the Articles of Association
provide otherwise, if a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of
directors, (i) the shareholders may fill the vacancy, (ii) the
Board of Directors may fill the vacancy, or (iii) if the
directors remaining in office constitute fewer than a quorum of
the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office. If the vacant
office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group
shall be entitled to fill the vacancy if it is filled by the
shareholders. A vacancy that will occur at a specific later date
(by reason of a resignation effective at a later date or
otherwise) may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.
SECTION 11. Compensation. Unless the Articles of
Association or these Bylaws provide otherwise, the Board of
Directors may fix the compensation of directors. By resolution
of the Board of Directors, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as a director or a
fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.
SECTION 12. Executive and Other Committees. Unless the
Articles of Association or Bylaws provide otherwise, the Board of
Directors may create an executive committee and one or more other
committees and appoint members of the Board of Directors to serve
on them. Each committee must have two (2) or more members, who
serve at the pleasure of the Board of Directors. The creation of
a committee and appointment of members to it must be approved by
the greater of (1) a majority of all the directors in office when
the action is taken or (2) the number of directors required by
the Articles of Association or Bylaws to take action. To the
extent specified by the Board of Directors or in the Articles of
Association or Bylaws, each committee may exercise the authority
of the Board of Directors. A committee may not, however,
authorize distributions; approve or propose to shareholders
action required by applicable law to be approved by shareholders;
fill vacancies on the Board of Directors or on any of its
committees; amend Articles of Association pursuant to applicable
law authorizing amendment by the Board of Directors; adopt,
amend, or repeal Bylaws; approve a plan of merger not requiring
shareholder approval; authorize or approve the reacquisition of
shares, except according to a formula or method prescribed by the
Board of Directors; or authorize or approve the issuance or sale
or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series
of shares, except that the Board of Directors may authorize a
committee (or a senior executive officer of the corporation) to
do so within limits specifically prescribed by the Board of
Directors. Provisions of these Bylaws governing meetings, action
without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board of Directors, apply to
committees and their members as well.
SECTION 13. Participation by Telephonic or Other Means.
Unless the Articles of Association or these Bylaws provide
otherwise, the Board of Directors may permit any or all directors
to participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other
during the meeting. A director participating in a meeting by
this means shall be deemed to be present in person at the
meeting.
SECTION 14. Advisory Board. The Board of Directors of the
corporation from time to time may elect not more than twenty-four
(24) individuals who may, but need not, be officers or employees
of the corporation to serve as members of an Advisory Board of
Directors of the corporation. At any time when there are less
than twenty-four (24) members elected to and acting on the
Advisory Board, the Board of Directors may at any regular or
special meeting elect to the Advisory Board such additional
members as they desire, provided that the total membership of
such Advisory Board shall at no time exceed twenty-four (24)
members. The members of such Advisory Board of Directors shall
meet with the Board of Directors at such times as the Board of
Directors, the Chairman thereof, or the President may direct.
The term of office of any member of the Advisory Board of
Directors shall be at the pleasure of the Board of Directors and
shall expire immediately after the annual meeting of shareholders
of the corporation following the election of the Advisory Board
member, regardless of when elected. The function of any such
Advisory Board of Directors shall be to advise the Board of
Directors with respect to the affairs of the corporation.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the corporation shall
be a Chairman of the board, a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers,
assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.
SECTION 2. Election and Term of Officers. The officers of
the corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the regular meeting
of the Board of Directors immediately following the annual
meeting of the shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall continue to
serve until his successor is elected and qualifies or until his
death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Resignation or Removal of Officers and Agents.
(a) An officer or agent may resign at any time by
delivering written notice to the Board of Directors, to its
Chairman or to the corporation. A resignation shall be effective
when the notice is delivered unless the notice specifies a later
effective date.
(b) Any officer or agent may be removed 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 shall
not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. Chairman of the Board. The Chairman of the
board must be a member of the Board of Directors at the time of
election to such office. When present he shall preside at all
meetings of the shareholders and of the Board of Directors. He
may sign, with the President and Secretary or any other proper
officer of the corporation thereunto authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of
Chairman of the board and such other duties as may be prescribed
by the Board of Directors from time to time.
SECTION 6. President. The President shall be the principal
executive officer of the corporation and, subject to the control
of the Chairman and the Board of Directors, shall have general
supervision and control of the business and affairs of the
corporation. In the absence of the Chairman of the Board of
Directors, he shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with
the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as may
be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President
or in the event of his death, inability or refusal to act, the
Vice President, or if there shall be more than one (1) Vice
President of the corporation, a Vice President specially
designated by the Board of Directors for such purpose, shall
perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the President. Otherwise, Vice Presidents shall perform
only such duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 8. Secretary. The Secretary shall (a) prepare and
keep the minutes of the directors' and shareholders' meetings in
one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate
records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly
authorized; (d) authenticate records of the corporation; (e) keep
a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (f) sign
with the President, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolutions
of the Board of Directors; (g) have general charge of the stock
transfer books of the corporation; (h) in general perform all
duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the President or
by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories
as shall be selected in accordance with these Bylaws; and (c) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors shall
determine.
SECTION 10. Compensation. The Board of Directors may fix
the compensation of the officers. No such payment shall preclude
any officer from serving the corporation in any other capacity
and receiving compensation therefor.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general
or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf
of the corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, companies or other
depositories as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Shares shall be
represented by certificates. Certificates representing shares of
the corporation shall be in such form as shall be determined by
the Board of Directors. At a minimum, each share certificate
must state on its face (1) the name of the corporation and that
the corporation is organized under the law of the State of
Mississippi; (2) the name of the person to whom issued; and (3)
the number and class of shares and the designation of the series,
if any, the certificate represents. If the corporation is
authorized to issue different classes of shares or different
series within a class, the designations, relative rights,
preferences and limitations applicable to each class and the
variations in rights, preferences and limitations determined for
each series (and the authority of the Board of Directors to
determine variations for future series) must be summarized on the
front or back of each certificate or the corporation must furnish
the shareholder this information on request in writing and
without charge.
Each share certificate must be signed (either manually or in
facsimile) by the President or a Vice President and by the
Secretary or an assistant Secretary or by such other officers
designated in the Bylaws or by the Board of Directors so to do,
and may be sealed with the corporate seal. If the person who
signed (either manually or in facsimile) a share certificate no
longer holds office when the certificate is issued, the
certificate is nevertheless valid.
All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, with the number
of shares and date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered
to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and canceled,
except that in the case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may
prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the certificate
for such shares.
ARTICLE VII
INDEMNIFICATION
SECTION 1. Definitions. In this article:
(1) "Corporation" includes this corporation and any
domestic or foreign predecessor entity of the corporation in a
merger or other transaction in which the predecessor's existence
ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director
of the corporation or an individual who, while a director of the
corporation, is or was serving at the corporation's request 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. A director
shall be considered to be serving an employee benefit plan at the
corporation's request if his duties to the corporation also
impose duties on, or otherwise involve services by, him to the
plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the
estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses
incurred with respect to a proceeding.
(5) "Official capacity" means: (i) when used with respect
to a director, the office of director in the corporation; and
(ii) when used with respect to an individual other than a
director as contemplated in Article VII, Section 7, the office in
the corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include service for
any other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(7) "Proceeding" means any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.
SECTION 2. Authority to Indemnify.
(a) Except as provided in subsection (d), the corporation
shall indemnify any individual made a party to a proceeding
because he is or was a director against liability incurred in the
proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official capacity
with the corporation, that his conduct was in its
best interests; and
(ii) In all other cases, that his conduct was at least
not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interest of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.
(d) The corporation may not indemnify a director under this
section:
(1) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not involving action
in his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation shall be limited to reasonable expenses incurred in
connection with the proceeding.
SECTION 3. Mandatory Indemnification. Unless limited by
the Articles of Association, the corporation shall indemnify a
director who was wholly successful, on the merits or otherwise,
in the defense of any proceeding to which he was a party because
he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
SECTION 4. Advance for Expenses.
(a) The corporation shall pay for or reimburse the
reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard
of conduct described in Article VII, Section 2;
(2) The director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the
advance if it shall be ultimately determined that he did not meet
the standard of conduct; and
(3) A determination shall be made that the facts then known
to those making the determination would not preclude
indemnification under this Article.
(b) The undertaking required by subsection (a) (2) must be
an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial
ability to make repayment.
(c) Determination and authorizations of payments under this
section shall be made in the manner specified in Article VII,
Section 6.
SECTION 5. Court Ordered Indemnification. Unless the
corporation's Articles of Association provide otherwise, a
director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding
or to another court of competent jurisdiction.
SECTION 6. Determination and Authorization of
Indemnification.
(a) The corporation may not indemnify a director under
Article VII, Section 2 unless authorized in the specific case
after a determination has been made that indemnification of the
director shall be permissible in the circumstances because he has
met the standard of conduct set forth in Article VII, Section 2.
(b) The determination shall be made:
(1) By the Board of Directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(2) If a quorum cannot be obtained under subsection (b)(1),
by majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may
participate), consisting solely of two (2) or more directors not
at the time parties to the proceeding;
(3) By special legal counsel:
(i) Selected by the Board of Directors or its
committee in the manner prescribed in subsection (b)(1) or
(b)(2); or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (b)(1) and a committee cannot be
designated under subsection (b)(2), selected by a majority vote
of the full Board of Directors (in which selection directors who
are parties may participate); or
(4) By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification shall be permissible,
except that if the determination shall be made by special legal
counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under
subsection (b)(3) to select counsel.
(d) The corporation agrees to submit requests for
indemnification or advancement of expenses to the Board of
Directors of the corporation or to the shareholders of the
corporation, as applicable, within a reasonable time after the
director requests in writing that the corporation indemnify the
director or advance expenses to him.
SECTION 7. Indemnification of Officers, Employees and
Agents. Unless the corporation's Articles of Association provide
otherwise:
(1) An officer of the corporation who is not a director
shall be entitled to mandatory indemnification under Article VII,
Section 3, and shall be entitled to apply for court-ordered
indemnification under Article VII, Section 5, in each case to the
same extent as a director;
(2) The corporation shall indemnify and advance expenses
under this article to an officer, employee or agent of the
corporation who is not a director to the same extent as to a
director; and
(3) The corporation shall also indemnify and advance
expenses to an officer, employee or agent who is not a director
to the extent, consistent with public policy, that may be
provided by the Articles of Association, Bylaws, general or
specific action of the Board of Directors or contract.
SECTION 8. Right of Corporation to Insure. The corporation
may 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 at the request of the
corporation 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
power to indemnify him against such liability under Article VII,
Sections 2 or 3 or applicable law.
SECTION 9. Application of Article.
(a) Unless the Articles of Association or these Bylaws
provide otherwise, any authorization of indemnification in the
Articles of Association or these Bylaws shall not be deemed to
prevent the corporation from providing the indemnity permitted or
mandated by applicable law.
(b) The corporation shall 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 when his
appearance as a witness is in connection with his serving as a
director of the corporation.
SECTION 10. Right to Bring Action to Enforce. The rights
to indemnification and to the advancement of expenses conferred
under this article shall be contract rights. If a claim under
this article is not paid in full by the corporation within 90
days after a written claim has been received by the corporation,
the director making such claim may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the director shall
be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action that the
director has not met the standards of conduct which make it
permissible under this article or the laws of the State of
Mississippi for the corporation to indemnify the director for the
amounts claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the director
shall be proper in the circumstances because he has met the
applicable standard of conduct set forth under the laws of the
State of Mississippi or under this Agreement, nor an actual
determination by the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that
the director had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
director had not met the applicable standard of conduct.
ARTICLE VIII
NOTICE
Notice shall be in writing unless oral notice is reasonable
under the circumstances. Notice may be communicated in person;
by telephone, telegraph, teletype or other form of wire or
wireless communication; or by mail or private carrier. If these
forms of personal notice shall be impracticable, notice may be
communicated by a newspaper of general circulation in the area
where published; or by radio, television or other form of public
broadcast communication.
Written notice to shareholders, if in a comprehensible form,
shall be effective when mailed, if mailed postpaid and correctly
addressed to the shareholder's address shown in the corporation's
current record of shareholders.
Except as provided above with respect to notice to
shareholders, written notice, if in a comprehensible form, shall
be effective at the earliest of the following:
(a) When received;
(b) Five (5) days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed;
(c) On the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee.
Oral notice shall be effective when communicated if
communicated in a comprehensible manner.
If applicable law prescribes notice requirements for
particular circumstances, those requirements govern. If the
Articles of Association or these Bylaws prescribe notice
requirements, not inconsistent with this section or other
provisions of applicable law, those requirements govern.
ARTICLE IX
WAIVER OF NOTICE; ASSENT TO ACTIONS
Unless otherwise provided by law, a shareholder or director
of the corporation may waive any notice required by applicable
law, the Articles of Association or these Bylaws, before or after
the date and time stated in the notice. Except as provided
below, the waiver must be in writing, be signed by the
shareholder or director entitled to the notice, and delivered to
the corporation for inclusion in the minutes or filing with the
corporate records.
A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless the
director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to
action taken at the meeting. A shareholder's attendance at a
meeting (i) waives objection to lack of notice or defective
notice of the meeting unless the shareholder at the beginning of
the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) waives objection to
consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it
is presented.
A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate
action is taken shall be deemed to have assented to the action
taken unless: (1) he objects at the beginning of the meeting (or
promptly upon his arrival) to holding it or transacting business
at the meeting; (2) his dissent or abstention from the action
taken shall be entered in the minutes of the meeting; or (3) he
delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The
right of dissent or abstention shall not be available to a
director who votes in favor of the action taken.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall begin on January 1
and end on December 31 in each year.
ARTICLE XI
DISTRIBUTIONS
The Board of Directors may authorize and the corporation may
make distributions to its shareholders, subject to restriction by
the Articles of Association and applicable law.
ARTICLE XII
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the corporation and the state of incorporation and the
words "Corporate Seal".
ARTICLE XIII
AMENDMENTS
The provisions of Article VII and this Article XIII of
these Bylaws may be amended or repealed only by a majority vote
of the shareholders. Otherwise, unless the Articles of
Association, applicable law or a resolution of the shareholders
reserves this power exclusively to the shareholders in whole or
part, the corporation's Board of Directors may amend or repeal
these Bylaws and adopt new Bylaws at any regular or special
meeting of the Board of Directors.
Accepted as of the 2nd day of December, 1996.
BY: /s/ David R. White
TITLE: SECRETARY
As of January 9, 1997, the following amendment was adopted by
written unanimous consent of the directors:
Authorize Amendments to Bylaws
RESOLVED that, pursuant to Article XIII of the Bylaws of the
corporation which govern amendments to the Bylaws of the
Corporation, Article III, Section 12 of the Bylaws of the
Corporation is hereby amended to add the following provisions:
A nominating committee shall be one of the standing
committees of the Board of Directors. The nominating committee
shall recommend to the Board of Directors prior to the annual
shareholder's meeting each year: (a) the appropriate size and
composition of the Board of Directors; (b) a proxy statement and
form of proxy; (c) policies and practices on shareholder voting;
(d) plans for the annual shareholders' meeting; and (e) nominees:
(i) for election to the Board of Directors for whom the
Corporation should solicit proxies; (ii) to serve as proxies in
connection with the annual shareholders' meeting; and (iii) for
election as corporate officers and chairperson and chief
executive officers of the Corporation's business groups. The
nominating committee shall seek suggestions for nominees from the
Delta Council, from the Board of Directors, and from the
shareholders of the Corporation.