EX-3.(ii)(g)
BYLAWS OF
NCR II, INC.
ARTICLE I - CORPORATE SEAL
The corporation need not have a seal. Should the secretary of the
corporation determine that a seal is desirable, the seal of the corporation
shall be circular and shall have inscribed thereon, within and around the
circumference, the corporation's name, and in the center shall be the word
"SEAL".
ARTICLE II - FISCAL YEAR
The fiscal year of the corporation shall be determined by the board of
directors, but in the absence of such a determi nation it shall be the calendar
year.
ARTICLE III - RECORD DATE
Unless the board of directors shall have fixed some other future date as
the record date, the record date for determining the corporation's shareholders
entitled to a distribution or to a share dividend shall be the date and time the
board of directors authorizes the distribution or share dividend. The record
date for any other determination of the corporation's shareholders (except for
actions taken by consent as hereinafter provided in Article IV, Section 8) shall
be 5:00 o'clock p.m. local time in Richmond, Virginia on the date that is the
thirtieth (30th) day prior to the date of the meeting or action then requiring a
determination of shareholders. A determination of shareholders entitled to
notice of and 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 shall do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting.
ARTICLE IV - SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings - Each shareholders' meeting shall be held at
such place, in or out of the Commonwealth of Virginia, as may be provided in the
meeting notice.
Section 2. Annual Meeting - The corporation shall hold the annual
shareholders' meeting on the second (2nd) Tuesday in February of each year
commencing at 10:00 o'clock a.m. local time at the meeting place. If the
aforesaid date shall fall on a legal holiday, the annual shareholders' meeting
shall be held on the next following business day, and if for any other reason
the annual shareholders' meeting shall not be held on such day, it may be called
in accordance with the provisions of Article IV, Section 3, and a meeting called
and held with this as a purpose shall be specifically designated as the annual
meeting.
Section 3. Special Meetings - The corporation shall hold a special
shareholders' meeting on call of the chairman of the board of directors, the
president, the board of directors, or (upon due execution and delivery of one or
more written demands as required by and in compliance with Section 13.1-655 of
the Code of Virginia (1950), as amended (the "Code")) the holders of not less
than twenty percent (20%) of all votes entitled to be cast on any issue proposed
to be considered at the special meeting. Only business within the purpose or
purposes described in the required meeting notice may be conducted at a special
shareholders' meeting.
Section 4. Notice of Meeting - For each shareholders' meeting, not less
than ten (10) nor more than sixty (60) days before the meeting date (except as a
different time is specified in the second paragraph of this Section or by
Virginia law), written notice stating the date, time, and place of the meeting
and, in case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called, shall be given to each shareholder entitled to vote
at such meeting either personally or by mail by or at the direction of the
president, the secretary, or the persons calling the meeting. If mailed, each
such notice shall be deemed to have been given when deposited in the United
States mail, postage prepaid, addressed to a shareholder at such shareholder's
address as it appears on the share transfer records of the corporation.
Notice of a shareholders' meeting to act on an amendment of the articles
of incorporation, on a plan of merger or share exchange, or on dissolution of
the corporation, or to authorize a proposed sale of assets pursuant to Section
13.1-724 of the Code, shall be given in the form and manner provided above for a
special meeting but not less than twenty-five (25) nor more than sixty (60) days
before the meeting date.
Section 5. Adjournment - If an annual or special sharehold ers' meeting is
adjourned to a different date, time, or place, notice need not be given if the
new date, time, and place are announced at the meeting before adjournment.
Section 6. Quorum - Shareholders may take action on a matter at a
shareholders' meeting only if a quorum exists with respect to that matter. A
majority of the votes entitled to be cast by the shareholders in any voting
group shall constitute a quorum as to each matter considered by such voting
group at each shareholders' meeting. Once a share is represented for any purpose
at a shareholders' meeting, it is deemed present for quorum purposes for the
remainder of that meeting and for any adjournment of that meeting unless a new
record date is set for that adjourned meeting pursuant to Article III. If a
quorum exists the affirmative vote of a majority of the votes cast within a
voting group on the matter being voted upon shall be the
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act of the voting group, unless the affirmative vote of a greater number is
required by law or by the articles of incorporation, and except that in any
election of directors those receiving a plurality of the votes cast by the
shares entitled to vote in the election shall be elected, though not receiving a
majority. Less than a quorum may adjourn a meeting.
Section 7. Voting - Except as may otherwise be provided in the articles of
incorporation or by Section 13.1-662 of the Code, each outstanding share of the
corporation, regardless of class, is entitled to one vote on each matter to be
voted on at a shareholders' meeting. As and to the extent provided by Section
13.1-662 of the Code, redeemable shares (after a notice of redemption has been
mailed and a deposit made as provided in such section) shall not vote and shall
not be outstanding shares. Shares of the corporation held by another
corporation, domestic or foreign, shall not be entitled to vote at any meeting
and shall not be counted in determining the total number of outstand ing shares
at any given time entitled to vote if a majority of the shares entitled to vote
for the election of directors of the other corporation is owned, directly or
indirectly, by this corporation. A shareholder entitled to vote may vote his
shares in person or by a proxy and may appoint such a proxy to vote or otherwise
act for him by signing an appointment form, either personally or by his
attorney-in-fact, and filing the appointment form with the secretary of the
corporation. Any proxy may be revoked as permitted by law and, unless sooner
revoked, shall be valid for eleven (11) months from the date the appointment
form is received by the secretary of the corporation, unless a longer period is
expressly provided in the appointment form.
Section 8. Shareholders' Action Without a Meeting - Any action required or
permitted to be taken at a shareholders' meeting may be taken without such a
meeting, without notice to voting shareholders, and without action by the board
of directors if the action is taken by all shareholders entitled to vote thereon
and is evidenced by one or more written consents describ ing the action taken,
at least one such approving consent to have been signed by each shareholder
entitled to vote on the action, and delivered to the secretary of the
corporation for inclusion in the minutes or for filing with the corporate
records. As and when required by Section 13.1-657D of the Code nonvoting share
holders shall be given at least ten (10) days written notice of any proposed
action before the action is taken by unanimous consent of the voting
shareholders. Any action taken by such unanimous written consent shall be
effective according to its terms when a signed consent for each shareholder
entitled to vote thereon is in the possession of the corporation, unless such
consents all specify the same effective date and each specifies the date of
execution by each executing shareholder, in which event the action taken shall
be effective as of the effective date so specified. Such unanimous consent shall
have the effect
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of a unanimous vote of voting shareholders at a duly called and held
shareholders' meeting and may be described as such in any document filed with
the State Corporation Commission. A share holder may withdraw a consent
theretofore delivered to the corporation only by delivering to the corporation a
written notice of withdrawal as to such consent prior to the time that all other
like consents are in possession of the corporation. Unless otherwise required by
law, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs a consent as to such
action.
Section 9. Waiver of Notice - Any other provision of these bylaws
notwithstanding, a shareholder may waive any notice required by these bylaws,
the corporation's articles of incorpo ration, or any law by signing a written
waiver of such notice (whether such waiver is executed before or after the date
and time of the event that is the subject of such required notice) and
delivering such signed waiver to the secretary of the corpo ration for inclusion
in the minutes or filing with the corporate records. A shareholder who attends a
shareholders' meeting (i) waives all objections to lack of notice or defective
notice of that meeting, unless at the beginning of the meeting the share holder
objects to holding the meeting or to transacting business at the meeting, and
(ii) waives all objection to consideration at that meeting of a particular
matter that is not within the purpose or purposes described in the meeting
notice, unless that shareholder objects to considering the matter when it is
present ed.
Section 10. Minutes - The corporation shall keep as a permanent record
minutes of all meetings of its shareholders and a record of all actions taken by
its shareholders without a meeting.
ARTICLE V - 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, its board of directors, subject to any
limitation set forth in its articles of incorporation.
Section 2. Number, Term, and Qualification - Until such time as this bylaw
shall be amended to specify or fix a different number, the number of directors
of the corporation shall be one (1). The term of each director shall expire at
the next annual shareholders' meeting following his election, but despite the
expiration of a director's term, he shall continue to serve until his successor
is duly elected and qualifies or until there is a decrease in the number of
directors. A decrease in the number of directors shall not shorten an incumbent
director's term. A
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director need not be a resident of the Commonwealth of Virginia or a shareholder
of the corporation.
Section 3. Election of Board of Directors - Except under the conditions
described in Sections 4 and 5 of this Article V, the board of directors shall be
elected annually at the annual share-holders' meeting.
Section 4. Removal - Any director may be removed, with or without cause,
if at a shareholders' meeting duly called and held the number of votes cast to
remove him constitutes a majority of the votes then entitled to be cast and
counted together in an election of such director at a shareholders' meeting.
Notice of such a meeting must state that the purpose, or a purpose, of the
meeting is removal of the director. If any director is so removed, a new
director may be elected in his place at the same shareholders' meeting.
Section 5. Resignation - A director may resign at any time by delivering
written notice thereof to the board of directors, its chairman, the
corporation's president, or the corporation's secretary. Such resignation is
effective when the notice is delivered unless the notice specifies a later
effective date, in which case the board of directors may fill the pending
vacancy before the effective date, but a successor so elected shall not take
office until the effective date.
Section 6. Vacancies - Any vacancy occurring in the board of directors
(including a vacancy resulting from an increase in the number of directors) may
be filled by a vote of the board of directors (and if the directors then
remaining in office consti tute fewer than a quorum the board of directors may
fill the vacancy by the affirmative vote of a majority of the then direc tors)
unless the vacant office was held by a director elected by a voting group of
shareholders, in which event such vacancy may be filled only by the affirmative
vote of a majority of the shareholders in such voting group.
Section 7. Compensation - The board of directors may compensate each
director for his service as such and may provide for the payment of all expenses
incurred by each director in attending meetings of the board of directors.
ARTICLE VI - MEETINGS OF THE
BOARD OF DIRECTORS
Section 1. Meetings, Minutes - Regular meetings of the board of directors
shall be held annually (immediately following each annual shareholders' meeting)
to elect officers and to carry on such other business as may properly come
before such meeting and immediately following each special shareholders' meeting
to carry on such business as may properly come before such meeting.
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Any such regular meeting of the board of directors shall be held at the place
where the immediately preceding shareholders' meeting was held. Special meetings
of the board of directors may be called by any member of the board of directors.
Any meeting of the board of directors may be held in or out of the Common wealth
of Virginia. The corporation shall keep as a permanent record minutes of all
meetings of the board of directors, a record of all actions taken by the board
of directors without a meeting, and a record of all actions taken on behalf of
the corporation by each committee of the board of directors.
Section 2. Method of Meeting - Any or all directors may participate in any
regular or special meeting of the board of directors by, or may conduct the
meeting through the use of, any means of communication by which all
participating directors may simultaneously hear each other during the meeting.
Section 3. Notice - No notice need be given of any regular meeting of the
board of directors. Notice of each special meeting of the board of directors
stating the date, time, and place of the meeting shall be mailed to each
director at least three (3) days or telegraphed or telefaxed at least two (2)
days prior to the date of the meeting. Unless otherwise required by these
bylaws, the notice need not describe the purpose of a special meeting of the
board of directors.
Section 4. Quorum - A majority of the number of directors fixed herein, or
one director if that is the number of directors fixed herein, shall constitute
the quorum for each meeting of the board of directors. If a quorum is present
when a vote is taken, the affirmative vote of a majority of the directors
present at a board of directors' meeting, or of the sole director if the
corporation shall have but one director, shall be the act of the board of
directors unless the vote of a greater number of direc tors is required by the
articles of incorporation.
Section 5. Action Without a Meeting - Any action required or permitted to
be taken at a meeting of the board of directors may be taken without such a
meeting and without notice if the action is taken by all members of the board of
directors and is evidenced by one or more written consents stating the action
taken, signed by each director either before or after the action taken, and
included in the corporate minutes or filed with the corporate records reflecting
the action taken. Any action taken by such unanimous, written consent shall be
effective when the last director of the board of directors signs an approving
consent, unless such consents all specify the same effective date and each
specifies the date of execution by each executing director, in which event the
action taken shall be effective as of the effective date so specified. Such
unanimous consent shall have the effect of a unanimous vote at a duly called and
held
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meeting of the board of directors and may be described as such in any document.
Section 6. Waiver of Notice - Any other provision of these bylaws
notwithstanding, whenever any notice is required to be given to a director, a
waiver thereof in writing signed by the director entitled to such notice,
whether executed before or after the time stated therein, and filed with the
corporate minutes or records shall be equivalent to the giving of such notice to
such director. A director's attendance at or partici pation in a board of
directors' meeting waives any required notice to him of the meeting unless that
director at the begin ning of the meeting or promptly upon his arrival objects
to holding the meeting or transacting business at the meeting and thereafter
does not vote for or assent to action taken at the meeting.
ARTICLE VII - COMMITTEES
From time to time the board of directors may create one or more committees
(comprised only of members of the board of directors) that may exercise powers
of the board of directors as and to the extent provided in the creating
resolution, except as may be limited by Section 13.1-689 of the Code.
ARTICLE VIII - OFFICERS
Section 1. Election, Removal, and Duties - Promptly after its election in
each year the board of directors shall appoint a president (who need not be a
director) and a secretary. From time to time the board of directors may appoint
such other officers as it may deem proper, as evidenced by their appoint ment. A
duly appointed officer may appoint or remove (at any time and with or without
cause) one or more assistant officers for his office. Any officer may
simultaneously hold more than one office in the corporation. Each officer shall
be appointed for a term continuing, unless sooner terminated, until the date of
the next ensuing annual meeting of the board of directors and until his
successor is appointed; provided, however, that any officer may resign, and any
officer may be removed by the board of directors, in each case, at any time, and
with or without cause, and such officer's then term shall terminate effective
with the date of such resignation or removal. Each vacancy among the officers
shall be filled by the board of directors. Each officer of the corporation shall
have such authority and shall perform such duties as generally pertain to his
office, as well as such other authority and duties as may be prescribed for such
officer from time to time by the board of directors.
Section 2. Bonds - The board of directors may require that each officer,
agent, or employee of the corporation give bond to the corporation, with
sufficient surety, conditioned on the
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faithful performance of the duties of his office or position and upon compliance
with such other conditions as may from time to time be imposed by the board of
directors.
ARTICLE IX - SHARE CERTIFICATES; RECORDS
Section 1. Form - Each shareholder shall be entitled to a share
certificate evidencing the share or shares in the corpora tion owned by such
shareholder, which certificate shall be in such form as may be required by law
and shall be approved by the board of directors and signed by the corporation's
president and secretary.
Section 2. Transfers - A transfer of any share or shares of the
corporation may be made only upon registration of the share transfer in the
share transfer records of the corporation, and then only upon surrender of each
certificate for each share then being transferred accompanied by a satisfactory
written assign ment applicable thereto duly executed by the then shareholder
thereof or by such shareholder's duly authorized attorney-in-fact.
Section 3. Replacements - In case of the loss, mutilation, or destruction
of a share certificate, a duplicate certificate may be issued upon such terms
not in conflict with law as the board of directors may prescribe.
Section 4. Records - The corporation or its agent shall maintain a record
of the corporation's shareholders in the manner required by law, and the
corporation's share transfer records shall constitute conclusive proof of the
ownership of the then issued and outstanding shares of the corporation at any
given time.
ARTICLE X - INDEMNITY
Section 1. Indemnity - Any person (hereinafter in this Article,
"indemnitee") who, because he is or was an officer or director of the
corporation, is, was, or is threatened to be made a party to any threatened,
pending, or completed action, suit, proceeding, or appeal whether civil,
criminal, administrative, or investigative and whether formal or informal
(hereinafter "pro ceeding") (including any proceeding by or in the right of the
corporation) shall be indemnified by the corporation against all liability
(including the obligation to pay all or any part of a judgment, decree,
settlement, penalty, fine or other such obliga tion) and reasonable expenses
(including counsel fees, expert witness fees, and costs of investigation,
litigation, and appeal, as well as any amounts expended in asserting any
counterclaim or claim for indemnification from others) incurred in or as a
result of the proceeding except such liability and expenses as are incurred
because of his willful misconduct or a knowing violation
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of the criminal law. The corporation shall pay for or reimburse the reasonable
expenses incurred by any indemnitee in advance of final disposition of any
proceeding upon receipt of an unsecured undertaking from him to repay the sums
if ultimately it is determined that he is not entitled to indemnification. A
direc tor shall be so indemnified without the necessity of any further
determination or authorization, but in the case of an officer, the determination
that indemnification is permissible and an evaluation as to the reasonableness
of expenses in a specific case shall be made as authorized from time to time by
general or specific actions of the board of directors. The termination of a
proceeding by a judgment, decree, order, settlement, or convic tion, or upon a
plea of nolo contendere or its equivalent shall not of itself create a
presumption that an indemnitee acted in such a manner as to make him ineligible
for indemnification.
Section 2. Limitation - In any proceeding brought by a shareholder in the
right of the corporation or brought by or on behalf of shareholders of the
corporation, the aggregate amount of all damages that may be assessed against an
officer or direc tor of the corporation arising out of any single transaction,
occurrence, or course of conduct shall be limited to one dollar. This bylaw is
adopted by the shareholders as a limitation on the liability of the
corporation's officers and directors, and this limitation shall not apply if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any state securities law.
Section 3. Application - This Article shall be applicable in and to all
proceedings commenced after its adoption even though arising, in whole or in
part, from conduct, actions, or events occurring or taken before its adoption.
No amendment, modification, or repeal of this Article shall diminish the rights
provided hereby with respect to any claim, issue, or matter in any then pending
or subsequent proceeding that is based in any material respect on any alleged
action or failure to act occur ring prior to such amendment, modification, or
repeal. Reference herein to any director or officer shall include a former
director or officer who has ceased to have the capacity of director or officer,
as the case may be, and his heirs, executors, and administrators. The
corporation may purchase and maintain insurance to indemnify it against all or
any part of the liabili ty to indemnify assumed by it in accordance with this
Article.
ARTICLE XI - AMENDMENTS
Section 1. New Bylaws and Repeal - These bylaws may be amended or repealed
and new bylaws may be made by the board of directors or the shareholders at any
time. Each bylaw made by the board of directors, however, may be amended or
repealed, and a new bylaw made, by the shareholders, and the shareholders may
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provide that any bylaw made by them shall not be amended or repealed by the
board of directors, which proviso shall control.
Section 2. Legislative Amendment - If any portion of these bylaws is
subsequently rendered invalid by an Act of the General Assembly of Virginia,
those portions hereof that are not affected by such legislation shall remain in
full force and effect until and unless amended or repealed in accordance with
the terms hereof.
ARTICLE XII - MISCELLANEOUS
Shares in another corporation held in the name of this corporation may be
voted only by the president or secretary of this corporation, either in person
or by proxy.
Each use of a masculine pronoun herein shall be read to include both the
feminine and neuter pronouns as applicable.
Adopted by the Shareholders;
As of May 16, 1996
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