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EXHIBIT 3.6
BYLAWS
OF
PRIMEWATCH, INC.
ARTICLE I.
OFFICES
Section 1. Principal office. The principal office of the corporation
shall be located at such place as the Board of Directors may fix from time to
time.
Section 2. Registered office. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
Section 3. Other offices. The corporation may have offices at such
other places, either within or without the State of North Carolina, as the Board
of Directors may designate or as the affairs of the corporation may require from
time to time.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
Section 1. Place of meetings. All meetings of shareholders shall be
held at the principal office of the corporation, or at such other place, either
within or without the State of North Carolina, as shall in each case be (i)
fixed by the President, the Secretary, or the Board of Directors and designated
in the notice of the meeting or (ii) agreed upon by a majority of the
shareholders entitled to vote at the meeting.
Section 2. Annual meetings. The annual meetings of shareholders shall
be held in October of each year on any day (except Saturday, Sunday, or a legal
holiday) in that month as determined by the Board of Directors.
Section 3. Substitute annual meeting. If the annual meeting shall not
be held on the day designated by these bylaws, a substitute annual meeting may
be called in accordance with the provisions of Section 4 of this Article II. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.
Section 4. Special meetings. Special meetings of the shareholders may
be called at any time by the President, the Secretary, or the Board of
Directors, and shall be called pursuant to the written request of the holders of
not less than one-tenth of all votes entitled to be cast on any issue proposed
to be considered at the meeting.
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SECTION 5. NOTICE OF MEETINGS. Written notice stating the date, time,
and place of the meeting shall be given not less than ten nor more than sixty
days before the date of any shareholders' meeting , either by personal delivery,
or by telegraph, teletype, or other form of wire or wireless communication, or
by facsimile transmission or by mail or private carrier, by or at the direction
of the Board of Directors, the President, the Secretary or other person calling
the meeting to each shareholder entitled to vote at such meeting; provided that
such notice must be given to all share holders with respect to any meeting at
which a merger or share exchange is to be considered and in such other instances
as required by law. If mailed, such notice shall be deemed to be effective when
deposited in the United States mail, correctly addressed to the shareholder at
the shareholder's address as it appears on the current record of shareholders of
the corporation, with postage thereon prepaid.
In the case of a special meeting, the notice of meeting shall include a
description of the purpose or purposes for which the meeting is called; but, in
the case of an annual or substitute meeting, the notice of the meeting need not
include a description of the purpose or purposes for which the meeting is called
unless such a description is required by the provisions of the North Carolina
Business Corporation Act.
When a 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 and if a new record date is
not fixed for the adjourned meeting; but if a new record date is fixed for the
adjourned meeting (which must be done if the new date is more than 120 days
after the date of the original meeting), notice of the adjourned meeting must be
given as provided in this section to persons who are shareholders as of the new
record date.
SECTION 6. WAIVER OF NOTICE. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder, and delivered to the corporation for inclusion in the minutes
or filing with the corporate records. A shareholder's attendance, in person or
by proxy, at a meeting (a) waives objection to lack of notice or defective
notice of the meeting objects to holding the meeting or transacting business at
the meeting, and (b) 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 or his proxy objects to considering the matter
before it is voted upon.
SECTION 7. SHAREHOLDERS' LIST. Before each meeting of shareholders, the
Secretary of the corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and within each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available at the meeting and shall
be subject to inspection by any shareholder, his agent or attorney, at any time
during the meeting or any adjournment thereof.
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SECTION 8. VOTING GROUP. All shares of one or more classes or series
that under the articles of incorporation or the North Carolina Business
Corporation Act are entitled to vote and be counted together collectively on a
matter at a meeting of shareholders constitute a voting roup. All shares
entitled by the articles of incorporation or the North Carolina Business
Corporation Act to vote generally on a matter are for that purpose a single
voting group. Classes or series of shares shall not be entitled to vote
separately by voting group unless expressly authorized by the articles of
incorporation or specifically required by law.
SECTION 9. QUORUM. Shares entitled to vote as a separate voting group
may take action on a matter at the meeting only if a quorum of those shares
exists. A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 5 of this Article II, at any adjourned meeting any
business may be transacted that might have been transacted at the original
meeting if a quorum exists with respect to the matter proposed.
SECTION 10. PROXIES. Shares may be voted either in person or by one or
more proxies authorized by a written appointment of proxy signed by the
shareholder or by his duly authorized attorney in fact. An appointment of proxy
is valid for eleven months from the date of its execution, unless a different
period is expressly provided in the appointment form.
SECTION 11. VOTING OF SHARES. Subject to the provisions of the articles
of incorporation, each outstanding share shall be entitled to one vote on each
matter voted on at a meeting of shareholders.
Except in the election of directors as governed by the provisions of
Section 3 of Article III, if a quorum exists, action on a matter by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless a greater vote is required by
law or the articles of incorporation or these bylaws.
Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in which the corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.
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SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action that is
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if one or more written consents, describing the action so
taken, shall be signed by all of the shareholders who would be entitled to vote
upon such action at a meeting, and delivered to the corporation for inclusion in
the minutes or filing with the corporate records.
If the corporation is required by law to give notice to nonvoting
shareholders of action to be taken by unanimous written consent of the voting
shareholders, then the corporation shall give the nonvoting shareholders, if
any, written notice of the proposed action at least ten days before the action
is taken.
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 shall
be managed under the direction of, the Board of Directors.
SECTION 2. NUMBER AND QUALIFICATIONS. The number of directors
constituting the Board of Directors shall be five (5). The shareholders or Board
of Directors may from time to time change the number of directors by amendment
of these bylaws, but the Board may not increase or decrease the number of
directors by more than thirty percent (30%) during any twelve-month period.
Directors need not be residents of the State of North Carolina or shareholders
of the corporation.
SECTION 3. ELECTIONS. Except as provided in Section 6 of this Article
III, the directors shall be elected at the annual meeting of shareholders. Those
persons who receive the highest number of votes at a meeting at which a quorum
is present shall be deemed to have been elected.
SECTION 4. TERM OF DIRECTORS. Each initial director shall hold office
until the first shareholders' meeting at which directors are elected, or until
such director's death, resignation, or removal. The term of every other director
shall expire at the next annual shareholders' meeting following the director's
election or upon such director's death, resignation, or removal. The term of a
directory elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. A decrease in the number of directors does not
shorten an incumbent director's term. Despite the expiration of a director's
term, such director shall continue to serve until a successor shall be elected
and qualifies or until there is a decrease in the number of directors.
SECTION 5. REMOVAL. Any director may be removed at any time with or
without cause by a vote of the shareholders if the number of votes cast to
remove such director exceeds the number of votes cast not to remove him. 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. A director may not
be removed by the shareholders at a meeting unless the notice of the
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meeting states that the purpose, or one of the purposes of the meeting is
removal of the director. If any directors are so removed, new directors may be
elected at the same meeting.
SECTION 6. VACANCIES. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from the failure by the shareholders to elect the full
authorized number of directors, may be filled by the shareholders or by the
Board of Directors, whichever group shall act first. If the directors remaining
in office do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors. If the vacant office
was held by a director elected by a voting group, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.
SECTION 7. CHAIRMAN OF BOARD. There may be a Chairman of the Board of
Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
SECTION 8. COMPENSATION. The Board of Directors may provide for the
compensation of directors for their services as such and for the payment or
reimbursement of any or all expenses incurred by them in connection with such
services.
ARTICLE IV.
MEETING OF DIRECTORS
SECTION 1. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, by the
President of by any three (3) directors. Such a meeting may be held either
within or without the State of North Carolina, as fixed by the person or persons
calling the meeting.
SECTION 3. NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice. The person or persons calling a special
meeting of the Board of Directors shall, at least two days before the meeting,
give or cause to be given notice thereof by any usual means of communication.
Such notice need not specify the purpose for which the meeting is called. Any
duly convened regular or special meeting may be adjourned by the directors to a
later time without further notice.
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SECTION 4. WAIVER OF NOTICE. Any director may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the director entitled to the notice, and delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A director's
notice of such meeting unless the director at the beginning of the meeting,
promptly upon arrival, objects to holding the meeting or to transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.
SECTION 5. QUORUM. Unless the articles of incorporation or these bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, or if no number is so fixed, the number of
directors in office immediately before the meeting begins shall constitute a
quorum.
SECTION 6. MANNER OF ACTING. Except as otherwise provided in the
articles of incorporation or these bylaws, including Section 9 or this Article
IV, the affirmative vote 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.
SECTION 7. PRESUMPTION OF ASSENT. 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 is deemed to have assented to the action taken unless
(a) he objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or to transacting business at the meeting, or (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(c) he files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the corporation
immediately after the adjournment of the meeting. Such right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
SECTION 8. ACTION WITHOUT MEETING. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.
SECTION 9. COMMITTEES OF THE BOARD. The Board of Directors may create
an Executive Committee and other committees of the board and appoint members of
the Board of Directors to serve on them. The creation of a committee of the
board and appointment of members to it must be approved by the greater of (a) a
majority of the number of directors in office when the action is taken or (b)
the number of directors required to take action pursuant to Section 6 of this
Article IV. Each committee of the board must have two or more members and, to
the extent authorized by law and specified by the Board of Directors, shall have
and may exercise all of the authority of the Board of Directors in the
management of the corporation. Each committee member serves at the pleasure of
the Board of Directors. The provisions in these bylaws governing meetings,
action without meetings, notice and waiver of notice, and quorum and
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voting requirements of the Board of Directors apply to committees of the board
established under this section.
ARTICLE V.
OFFICERS
SECTION 1. OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, an Executive Vice-President, a Vice-President, a
Secretary, a Treasurer, and other officers as may from time to time be appointed
by or under the authority of the Board of Directors. Any two or more offices may
be held by the same person, but no officer may act in more than one capacity
where action of two or more officers is required.
SECTION 2. APPOINTMENT AND TERM. The officers of the corporation shall
be appointed by the Board of Directors or by a duly appointed officer authorized
by the Board of Directors to appoint one or more officers or assistant officers.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification, or his successor shall have been appointed.
SECTION 3. COMPENSATION OF OFFICERS. The compensation of all officers
of the corporation shall be fixed by or under the authority of the board of
Directors, and no officer shall serve the corporation in any other capacity and
receive compensation therefor unless such additional compensations hall be duly
authorized. The appointment of an officer does not itself create contract
rights.
SECTION 4. REMOVAL. Any officer may be removed by the Board at any time
with or without cause; but such removal shall not itself affect the officer's
contract rights, if any, with the corporation.
SECTION 5. RESIGNATION. An officer may resign at any time by
communicating his resignation to the corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.
SECTION 6. BONDS. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.
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SECTION 7. PRESIDENT. The President shall ---
(a) be the principal executive officer of the Board and
shall preside at all meetings of the Board of
Directors, and, unless determined otherwise by the
Board of Directors, at all meetings of the members;
(b) sign, with the Secretary, certificates of shares of
stock the issue of which shall have been authorized
by resolution of the Board of Directors, and may sign
any deeds, mortgages, deeds of trust, notes, bonds,
contracts or other instruments authorized by the
Board of Directors to be executed except in cases in
which the sighing 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
(c) in general, 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 8. EXECUTIVE VICE-PRESIDENT. The Board of Directors may appoint
an Executive Vice-President. He shall perform such duties as the Board of
Directors may from time to time require and shall have such authority as the
Board of Directors may from time to time vest in him.
SECTION 9. VICE-PRESIDENT. In the absence of the President or in the
event of his inability or refusal to act, the Vice-President shall perform the
duties of the President, and, when so acting, shall have all the powers of an be
subject to all the restrictions upon the President; and shall perform such other
duties as from time to time may be assigned to him by the Board of Directors.
SECTION 10. SECRETARY. The Secretary shall ---
(a) keep, or cause to be kept, the minutes of meetings of
the members and of the Board of Directors in one or
more books provided for that purpose;
(b) see that all notices are duly given in accordance
with 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 certificates of shares
of stock prior to he issue thereof and to all
documents the execution of which, on behalf of the
corporation under its seal, is duly authorized in
accordance with the provisions of these bylaws or is
required by law;
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(d) keep, or cause to be kept, a register of the name and
post office address of each member, which address
shall be furnished to the corporation by such member;
(e) sign, with the President, certificates of shares of
stock the issue of which shall have been authorized
by resolution of the Board of Directors;
(f) have general charge of the books of the corporation;
(g) keep on file at all times a complete copy of the
corporation's Certificate of Incorporation and
bylaws, together with all amendments thereto, which
copies shall always be open to the inspection of any
member, and, at the expense of the corporation,
furnish a copy of such documents and of all
amendments thereto upon request to any member; and
(h) in general, perform all duties incident to the office
of the Secretary and such other duties as from time
to time may be assigned to him by the Board of
Directors.
SECTION 11. 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 or invest all such monies in the name of the
corporation in such banks or securities as shall be
selected in accordance with the provisions of these
bylaws; and
(c) in general perform all the duties incident to the
office of Treasurer and such other duties as from
time to time may be assigned to him by the Board of
Directors.
ARTICLE VI.
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.
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SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. CHECKS AND DRAFTS. All Checks, drafts, or other orders for
the payment of money, 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 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 depositories as may be selected by or under the authority of the Board
of Directors.
ARTICLE VII.
SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The Board of Directors, subject to
the provisions of the Articles of Incorporation, may authorize the issuance of
some or all of the shares of the corporation's classes or series without issuing
certificates to represent such shares. If shares are represented by
certificates, the certificates shall be in such form as required by law and as
determined by the Board of Directors. Certificates shall be signed, either
manually or in facsimile, by the President or Vice-President and by the
Secretary or Treasurer. All certificates for shares shall be consecutively
numbered or otherwise identified and entered into the stock transfer books of
the corporation. When shares are represented by certificates, the corporation
shall issue and deliver, to each shareholder to whom such shares have been
issued or transferred, certificates representing the shares owned by him. When
shares are not represented by certificates, then within a reasonable time after
the issuance or transfer of such shares, the corporation shall send the
shareholder to whom such shares have been issued or transferred as written
statement of the information required by law to be on certificates.
SECTION 2. STOCK TRANSFER BOOKS. The corporation shall keep a book or
set of books, to be known as the stock transfer books of the corporation,
containing the name of each shareholder of record, together with such
shareholder's address and the number and class or series of shares held by him.
Transfers of shares of the corporation shall be made only on the stock transfer
books of the corporation by the holder of records thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney authorized to effect such transfer by power of attorney duly
executed and file with the Secretary, and on surrender for cancellation of the
certificate for such shares (if the shares are represented by certificates).
SECTION 3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate to have
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been lost or destroyed. When authorizing such issue of a new certificate, the
Board of Directors shall require that the owner of such lost or destroyed
certificate, or his legal representative, give the corporation a bond in such
sum and with such surety or other security as the Board may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate claimed to have been lost or destroyed, except where the Board of
Directors by resolution finds that in the judgment of the directors the
circumstances justify omission of a bond.
SECTION 4. FIXING RECORD DATE. The Board of Directors may fix a future
date as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action. Such record date may not be more
that seventy days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do in the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day before the first notice of the
meeting is delivered to shareholders shall be the record date for such
determination of shareholders.
The Board of Directors may fix a date as the record date for
determining shareholders entitled to a distribution or share dividend. If no
record date is fixed by the Board of Directors for such determination, it is the
date the Board of Directors authorized the distribution or share dividend.
SECTION 5. HOLDER OF RECORD. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
the shares stand of record on its books as the absolute owner of the shares and
the person exclusively entitled to receive notification and distributions, to
vote, and to otherwise exercise the rights, posers, and privileges of ownership
of such shares.
SECTION 6. SHARES HELD BY NOMINEES. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes if the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (i) the name, address, and taxpayer identification number of the
nominee; (ii) the name, address, and taxpayer identification number of the
beneficial owner; (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial owner shall be recognized as
the shareholder; and (iv) the purpose for which the beneficial owner shall be
recognized as the shareholder.
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The purposes for which the corporation shall recognize the beneficial
owner as the shareholder may include the following: (i) receiving notice of,
voting at, and otherwise participating in shareholders' meetings; (ii) executing
consents with respect to the shares; (iii) exercising dissenters' rights under
Article 13 of the Business Corporation Act; (iv) receiving distributions and
share dividends with respect to the shares; (v) exercising inspection rights;
(vi) receiving reports, financial statements, proxy statements, and other
communications from the corporation; (vii) making any demand upon the
corporation required or permitted by law; and (viii) exercising any other rights
or receiving any other benefits of a shareholder with respect to the shares.
The certificate shall be effective ten (10) business days after its
receipt by the corporation and until it is changed by the nominee, unless the
certificate to be registered separately on the books of the corporation and be
represented by a share certificate that bears a conspicuous legend stating that
there is a nominee certificate in effect with respect to the shares represented
by that certificate.
ARTICLE VIII.
INDEMNIFICATION
Any person who at any time serves or has served as a director of the
corporation, or who, while serving as a director of the corporation, serves or
has served, at the request of the corporation, as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, or as a trustee or administrator under an employee
benefit plan, shall have a right to be indemnified by the corporation to the
fullest permitted by law against (a) reasonable expenses, including attorneys'
fees, incurred by him in connection with any threatened, pending, or completed
civil, criminal, administrative, investigative, or arbitrative action, suit, or
proceeding (and any appeal therein), whether or not brought by or on behalf of
the corporation, seeking to hold him liable by reason of the fact that he is or
was acting in such capacity, and (b) reasonable payments made by him in
satisfaction of any judgment, money decree, fine (including an excise tax
assessed with respect to an employee benefit plan), penalty, or settlement for
which he may have become liable in any such action, suit, or proceeding.
The Board of Directors of the corporation shall take all such action as
may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including, without limitation, making a
determination that indemnification is permissible in the circumstances and a
good faith evaluation of the manner in which the claimant for indemnity acted
and of the reasonable amount of indemnity due him. The Board of Directors may
appoint a committee or special counsel to make such determination and
evaluation. To the extent needed, the Board shall give notice to, and obtain
approval by, the shareholders of the corporation for any decision to indemnify.
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Any person who at any time after the adoption of this bylaw serves or
has served in the aforesaid capacity for or on behalf of the corporation shall
be deemed to be doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Such right shall not be
exclusive of any other rights to which such person may be entitled apart from
the provision of this bylaw.
ARTICLE IX.
GENERAL PROVISIONS
SECTION 1. DISTRIBUTIONS. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.
SECTION 2. SEAL. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL; and such seal, as impressed or affixed on the
margin hereof, is hereby adopted as the corporate seal of the corporation.
SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by the Board of Directors.
SECTION 4. AMENDMENTS. Except as otherwise provided in the articles of
incorporation or by law, these bylaws may be amended or repealed and new bylaws
may be adopted by the Board of Directors.
No bylaw adopted, amended, or repealed by the shareholders shall be
readopted, amended, or repealed by the Board of Directors, unless the articles
of incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend, or repeal that particular bylaw or the bylaws
generally.
SECTION 5. DEFINITIONS. Unless the context otherwise requires, terms
used in these bylaws shall have the meanings assigned to them in the North
Carolina Business Corporation Act to the extent defined therein.
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