BY-LAWS OF PIEDMONT LABORATORIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
REGISTERED AGENT: SAMUEL D. GARRETSON
REGISTERED ADDRESS: 1665 CHEVRON WAY
DUNWOODY, GEORGIA 30338
ANNUAL MEETING TIME: MONTH: MAY DAY: 15 HOUR: 10:00 A.M.
FISCAL YEAR BEGINS: MONTH: OCTOBER DAY: 1
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
The name and address of the registered agent, which is the same
address as the registered office, is stated at the beginning of these by-
laws. The corporation may have other offices or branches as determined by
the Board of Directors.
ARTICLE II - FISCAL YEAR
The date on which the fiscal year of the corporation begins each year
is stated at the beginning of these by-laws.
ARTICLE III - MEETING OF SHAREHOLDERS
1. PLACE
Shareholders' meetings shall be held at the registered office of the
corporation or at another location determined by the Board of Directors and
stated in the notice of the meeting.
2. TIME
The time of the annual meeting of shareholders is stated at the
beginning of these bylaws. If this date falls on a legal holiday then the
annual meeting shall be held on the next business day.
3. PURPOSE
The purpose of the annual meeting shall be to elect a Board of
Directors and transact other business as may come before the meeting.
Matters required by statute to be stated in the notice of the meeting which
are not so stated, may not be transacted.
4. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president,
two directors or by the holders of at least 25 percent of the shares
entitled to vote at a meeting. A special meeting may be called anytime for
any business purpose, unless otherwise prohibited by statute. They shall
beheld at the registered office of the corporation.
5. NOTICE
Written notice stating the place, day and time of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered not less than 10 nor more than 50 days before the
date of the meeting. If mailed, such notice shall be considered to be
delivered when deposited in the United States Postal Service, addressed to
the shareholder at his/her address at it appears on the stock transfer
books of the corporation, with the correct amount of first class postage on
it.
6. FIXING RECORD DATE
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or for the purpose of an other
action, the Board of Directors shall fix in advance a date as a record
date. The date shall not be more than 50 or less than 10 days before the
meeting, nor more than 50 days prior to any other action.
7. QUORUM
At any meeting of shareholders, a majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum. If a quorum is not present at any time, the
shareholders present in person or by proxy may adjourn to a date they agree
upon.
8. PROXIES
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or his/her duly authorized attorney
in fact. A proxy is not valid after the expiration of 11 months from its
date unless otherwise provided in the proxy. A proxy is not invalidated by
the death or incompetency of the shareholder, unless, before the authority
is exercised, written notice of such an adjudication is received by the
corporate office responsible for maintaining the list of shareholders.
9. VOTING
Each outstanding share is entitled to 1 vote on each matter submitted
to a vote. A vote may be case either orally or in writing, in person or by
proxy. All matters, except the election of directors, shall be decided by
two-thirds majority vote of all the shares issued and outstanding.
10. WAIVER OF NOTICE
Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, shall constitute a waiver of notice by the
shareholder.
11. WRITTEN CONSENT OF SHAREHOLDERS
Any action may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting for the action taken, is
signed by the holders of all the outstanding shares entitled to vote on the
matter.
12. PARTICIPATION BY TELECOMMUNICATIONS
Participation in a shareholders' meeting may be by means of conference
telephone, or similar communications equipment. All persons participating
in the meeting must be able to hear each other, be advised of the use of
such equipment, and be provided with the names of the individual using such
equipment.
13. ORDER OF BUSINESS
The order of business at all meetings of the shareholders, shall be as
follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of the preceding meeting.
d. Reports of officers.
e. Reports of committees.
f. Election of directors.
g. Unfinished business.
h. New business.
ARTICLE IV - DIRECTORS
1. GENERAL POWERS
The corporation shall be managed by the Board of Directors.
2. NUMBER, ELECTION AND TENURE OF DIRECTORS
The number of directors of the corporation shall be two (2). Each
director shall hold office until the next annual meeting of shareholders
and until his/her successor shall have been elected and of the two
directors, qualified.
3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
A vacancy occurring on the Board of Directors shall be filled by the
majority vote of the shareholders. The Director so chosen shall hold
office until the next annual election of the Board of Directors by the
shareholders. The number of directors may be increased or decreased by
two-thirds majority vote of the shares issued and outstanding.
4. REGULAR AND SPECIAL MEETINGS
a. Regular meetings may be held without notice as determined by the
Board of Directors and must be held at least annually.
b. Special meetings may be called by the president or at least two
(2) directors on two days's notice by mail or 24 hours notice by a
telecommunication device. A brief indication of the nature of the business
to be transacted shall be made part of the notice. If mailed, the notice
shall be considered delivered when deposited in the United States mail.
The notice must be properly addressed and have the correct amount of
postage on it. If the notice is by telecommunication device, it shall be
considered delivered when delivered to the telecommunications company.
c. Participation in a regular or special meeting may be by means of
conference telephone, or similar telecommunications equipment. All persons
participating in the meeting must be able to hear each other, be advised of
the use of such equipment, and be provided with the names of individuals
using the equipment.
5. QUORUM
A quorum shall consist of a two-thirds majority of the Board of
Directors.
6. ACTION BY BOARD WITHOUT A MEETING
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the board of Directors or a committee of the board,
may be taken without a meeting if before or after the action all members of
the Board of Directors or committee consent to it in writing. The written
consents shall be filled with the minutes of the proceedings of the Board
of Directors or committee.
7. WAIVER OF NOTICE
Attendance of a director at a meeting constitutes a wavier of notice
of the meeting except where the director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
8. REMOVAL
Any director may be removed with or without cause by a two-thirds
majority vote of the shares issued and outstanding.
9. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution, may designate from among its
members, to the extent allowable by statute, an executive committee and
other committees, each consisting of one or more directors. Each committee
shall serve at the pleasure of the Board of Directors.
10. VOTING BY DIRECTORS
No resolution, authorization, agreement or other action of the Board
of Directors is valid or within the power of the Board of Directors unless
approved by two (2) directors.
ARTICLE V - OFFICERS
1. NUMBER
The officers of the corporation shall be a president, a vice-president,
a secretary, an assistant secretary, and a treasurer and other officers as
shall from time to time be elected or appointed by the Board of Directors.
2. SALARIES
The salaries of the officers shall be established by the Board of
Directors.
3. REMOVAL
a. Any officer or agent elected or appointed by the Board of
Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served.
b. An officer or agent elected by the shareholders may be removed only
by vote of the shareholders, unless the shareholders shall have authorized
the board to remove such officer or agent, but the authority of such
officer or agent to act for the corporation may be suspended by the board
for cause.
4. PRESIDENT
The president shall be the chief executive officer of the corporation
and subject to the control of the board of directors, supervise and control
all of the business of the corporation. The president shall when present,
preside at all meetings of the shareholders and of the Board of Directors.
The president shall have authority to institute or defend legal proceedings
when the directors are deadlocked.
5. VICE-PRESIDENT
In the absence of the president or in the event of the president's
death, inability, or refusal to act, the vice-president shall have all the
powers and functions of the president and shall perform such other duties
as the Board of Directors shall determine. If there is more than one vice-
president, then the executive vice-president in the event of the above
listed disabilities shall have all the powers and functions of the
president and shall perform such other duties as the Board of Directors
shall determine.
6. SECRETARY
The Secretary shall:
a. Attend all meetings of the Board of Directors and of the
shareholders.
b. Record all votes and minutes of all proceedings in a book to be
kept for that purpose.
c. Give notice of all meetings of shareholders and of special meetings
of the Board of Directors.
d. Keep in safe custody, the seal of the corporation and affix it to
any instrument when authorized by the Board of Directors.
e. When required, prepare and make available at each meeting of
shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote, indicating the number of shares of each
respective class held by each.
f. Keep all the documents and records of the corporation as required
by law or otherwise in a proper and safe manner.
g. Perform such other duties as may be assigned by the board.
7. TREASURER
The treasurer shall:
a. Have the custody of the corporate funds and securities.
b. Keep full and accurate accounts of receipts and disbursements in
the corporate books.
c. Deposit all money and other valuables in the name and to the credit
of the corporation in such depositories as may be designated by the Board
of Directors.
d. Disburse the funds of the corporation as may be ordered or
authorized by the Board of Directors and keep vouchers for such
disbursements.
e. Give to the president and Board of Directors at the regular
meetings of the Board of Directors, or whenever they require it, an account
of all his/her transactions as treasurer and of the financial condition of
the corporation.
f. Give a full financial report at the annual meeting of the
shareholders, if so requested.
g. Perform other duties assigned by the board or president.
h. If required by the Board of Directors, give a bond for the faithful
discharge of his/her duties in an amount and with such surety and sureties
as the Board of Directors shall determine.
ARTICLE VI - CERTIFICATES OF SHARES
1. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in the form
determined by the Board of Directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by
law and by the Board of Directors. All certificates for 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 cancelled
and no new certificate shall be issued until the former certificate for a
like number of shares is surrendered and cancelled, except that in the case
of a lost, destroyed or mutilated certificate a new one may be issued upon
such terms and indemnity to the corporation as the Board of Directors may
determine.
2. TRANSFER OF SHARES
a. Upon surrender to the corporation or the transfer agent of the
corporation for a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled to it, and cancel the old certificate; every transfer shall
be entered on the transfer books of the corporation which shall be kept at
its principal office.
b. The corporation shall be entitled to treat the holder of record of
any share as the holder in fact of it, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any
other persons whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of this state.
ARTICLE VII - INDEMNIFICATION
The corporation shall indemnify to the extent allowed by the corporation
statutes of this state any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that the person is or was a director, officer, employee
or agent of the corporation or served any other enterprise at the request
of the corporation. The person to be indemnified must have acted in good
faith and in a manner he/she reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholder, and with respect
to any criminal action or proceeding, had not reasonable cause to believe
his/her conduct was unlawful.
ARTICLE VIII - DIVIDENDS
The Board of Directors may declare and pay dividends or make other
distributions in case, its bond or its property, including the shares or
bonds of other corporations, on its outstanding shares.
ARTICLE IX - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the shareholders representing a two-thirds majority of
all the shares issued and outstanding at any annual shareholders' meeting
or at any special shareholders meeting when the proposed amendment has been
stated in the notice of such meeting.
2ND AMENDED
BY-LAWS OF PIEDMONT LABORATORIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
REGISTERED AGENT: SAMUEL D. GARRETSON
REGISTERED ADDRESS: 1665 CHEVRON WAY
DUNWOODY, GEORGIA 30338
ANNUAL MEETING TIME: MONTH: MAY DAY: 15 HOUR: 10:00 A.M.
FISCAL YEAR BEGINS: MONTH: OCTOBER DAY: 1
ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE
The name and address of the registered agent, which is the same
address as the registered office, is stated at the beginning of these by-
laws. The corporation may have other offices or branches as determined by
the Board of Directors.
ARTICLE II - FISCAL YEAR
The date on which the fiscal year of the corporation begins each year
is stated at the beginning of these by-laws.
ARTICLE III - MEETINGS OF SHAREHOLDERS
1. PLACE
Shareholders' meetings shall be held at the registered office of the
corporation or at another location determined by the Board of Directors and
stated in the notice of the meeting.
2. TIME
The time of the annual meeting of shareholders is stated at the
beginning of these bylaws. If this date falls on a legal holiday then the
annual meeting shall be held on the next business day.
3. PURPOSE
The purpose of the annual meeting shall be to elect a Board of
Directors and transact other business as may come before the meeting.
Matters required by statute to be stated in the notice of the meeting which
are not so stated, may not be transacted.
4. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president,
two directors or by the holders of at least 25 percent of the shares
entitled to vote at a meeting. A special meeting
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may be called anytime for any business purpose, unless otherwise prohibited by
statute. They shall be held at the registered office of the corporation.
5. NOTICE
Written notice stating the place, day and time of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called shall be delivered not less than 10 nor more than 50 days before the
date of the meeting. If mailed, such notice shall be considered to be
delivered when deposited in the United States Postal Service, addressed to
the shareholder at his/her address at it appears on the stock transfer
books of the corporation, with the correct amount of first class postage on
it.
6. FIXING RECORD DATE
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or for the purpose of any other
action, the Board of Directors shall fix in advance a date as a record
date. The date shall not be more than 50 or less than 10 days before the
meeting, nor more than 50 days prior to any other action.
7. QUORUM
At any meeting of shareholders, a majority of the outstanding shares
of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum. If a quorum is not present at any time, the
shareholders present in person or by proxy may adjourn to a date they agree
upon.
8. PROXIES
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or his/her duly authorized attorney
in fact. A proxy is not valid after the expiration of 11 months from its
date unless otherwise provided in the proxy. A proxy is not invalidated by
the death or incompetency of the shareholder, unless, before the authority
is exercised, written notice of such an adjudication is received by the
corporate office responsible for maintaining the list of shareholders.
9. VOTING
Each outstanding share is entitled to 1 vote on each matter submitted
to a vote. A vote may be cast either orally or in writing, in person or by
proxy. All matters, except the election
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of directors, shall be decided by two-thirds majority vote of all the shares
issued and outstanding.
10. WAIVER OF NOTICE
Notice of meeting need not be given to any shareholder who signs a
waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack
of notice of such meeting, shall constitute a waiver of notice by the
shareholder.
11. WRITTEN CONSENT OF SHAREHOLDERS
Any action may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting for the action taken, is
signed by the holders of all the outstanding shares entitled to vote on the
matter.
12. PARTICIPATION BY TELECOMMUNICATIONS
Participation in a shareholders meeting may be by means of conference
telephone, or similar communications equipment. All persons participating
in the meeting must be able to hear each other, be advised of the use of
such equipment, and be provided with the names of the individuals using such
equipment.
13. ORDER OF BUSINESS
The order of business at all meetings of the shareholders, shall be as
follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of the preceding meeting.
d. Reports of officers.
e. Reports of committees.
f. Election of directors.
g. Unfinished business.
h. New business.
ARTICLE IV - DIRECTORS
1. GENERAL POWERS
The corporation shall be managed by the Board of Directors.
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2. NUMBER, ELECTION AND TENURE OF DIRECTORS
The number of directors of the corporation shall be two (2). Each
director shall hold office until the next annual meeting of shareholders
and until his/her successor shall have been elected and of the two
directors, qualified.
3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
A vacancy occurring on the Board of Directors shall be filled by the
majority vote of the shareholders. The Director so chosen shall hold
office until the next annual election of the Board of Directors by the
shareholders. The number of directors may be increased or decreased by
two-thirds majority vote of the shares issued and outstanding.
4. REGULAR AND SPECIAL MEETINGS
a. Regular meetings may be held without notice as determined by the
Board of Directors and must be held at least annually.
b. Special meetings may be called by the president or at least two
(2) directors on two days's notice by mail or 24 hours notice by a
telecommunication device. A brief indication of the nature of the business
to be transacted shall be made part of the notice. If mailed, the notice
shall be considered delivered when deposited in the United States mail.
The notice must be properly addressed and have the correct amount of
postage on it. If the notice is by telecommunication device, it shall be
considered delivered when delivered to the telecommunications company.
c. Participation in a regular or special meeting may be by means of
conference telephone, or similar telecommunications equipment. All persons
participating in the meeting must be able to hear each other, be advised of
the use of such equipment, and be provided with the names of individuals
using the equipment.
5. QUORUM
A quorum shall consist of a two-thirds majority of the Board of
Directors.
6. ACTION BY BOARD WITHOUT A MEETING
Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board of Directors or a committee of the board,
may be taken without a meeting if before or after the action all members of
the Board of Directors or committee consent to it in writing. The written
consents shall
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be filed with the minutes of the proceedings of the Board of Directors or
committee.
7. WAIVER OF NOTICE
Attendance of a director at a meeting constitutes a waiver of notice
of the meeting except where the director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
8. REMOVAL
Any director may be removed with or without cause by a two-thirds
majority vote of the shares issued and outstanding.
9. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution, may designate from among its
members, to the extent allowable by statute, an executive committee and
other committees, each consisting of one or more directors. Each committee
shall serve at the pleasure of the Board of Directors.
10. VOTING BY DIRECTORS
No resolution, authorization, agreement or other action of the Board
of Directors is valid or within the power of the Board of Directors unless
approved by two (2) directors.
ARTICLE V - OFFICERS
1. NUMBER
The officers of the corporation shall be a president, a vice-president,
a secretary, an assistant secretary, and a treasurer and other officers as
shall from time to time be elected or appointed by the Board of Directors.
2. SALARIES
The salaries of the officers shall be established by the Board of
Directors.
3. REMOVAL
a. Any officer or agent elected or appointed by the Board of
Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served.
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b. An officer or agent elected by the shareholders may be removed only
by vote of the shareholders, unless the shareholders shall have authorized
the board to remove such officer or agent, but the authority of such
officer or agent to act for the corporation may be suspended by the board
for cause.
4. PRESIDENT
The president shall be the chief executive officer of the corporation
and subject to the control of the board of directors, supervise and control
all of the business of the corporation. The president shall when present,
preside at all meetings of the shareholders and of the Board of Directors.
The president shall have authority to institute or defend legal proceedings
when the directors are deadlocked.
5. VICE-PRESIDENT
In the absence of the president or in the event of the president's
death, inability, or refusal to act, the vice-president shall have all the
powers and functions of the president and shall perform such other duties
as the Board of Directors shall determine. If there is more than one vice-
president, then the executive vice-president in the event of the above
listed disabilities shall have all the powers and functions of the
president and shall perform such other duties as the Board of Directors
shall determine.
6. SECRETARY
The Secretary shall:
a. Attend all meeting of the Board of Directors and of the
shareholders.
b. Record all votes and minutes of all proceedings in a book to be
kept for that purpose.
c. Give notice of all meetings of shareholders and of special meetings
of the Board of Directors.
d. Keep in safe custody, the seal of the corporation and affix it to
any instrument when authorized by the Board of Directors.
e. When required, prepare and make available at each meeting of
shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote, indicating the number of shares of each
respective class held by each.
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f. Keep all the documents and records of the corporation as required
by law or otherwise in a proper and safe manner.
g. Perform such other duties as may be assigned by the board.
7. TREASURER
The treasurer shall:
a. Have the custody of the corporate funds and securities.
b. Keep full and accurate accounts of receipts and disbursements in
the corporate books.
c. Deposit all money and other valuables in the name and to the credit
of the corporation in such depositories as may be designated by the Board
of Directors.
d. Disburse the funds of the corporation as may be ordered or
authorized by the Board of Directors and keep vouchers for such
disbursements.
e. Give to the president and Board of Directors at the regular
meetings of the Board of Directors, or whenever they require it, an account
of all his/her transactions as treasurer and of the financial condition of
the corporation.
f. Give a full financial report at the annual meeting of the
shareholders, if so requested.
g. Perform other duties assigned by the board or president.
h. If required by the Board of Directors, give a bond for the faithful
discharge of his/her duties in an amount and with such surety and sureties
as the Board of Directors shall determine.
ARTICLE VI - CERTIFICATES OF SHARES
1. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in the form
determined by the Board of Directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by
law and by the Board of Directors. All certificates for shares and date of
issue shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for
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transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares is surrendered and cancelled,
except that in the case of a lost, destroyed or mutilated certificate a new one
may be issued upon such terms and indemnity to the corporation as the Board of
Directors may determine.
2. TRANSFER OF SHARES
a. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled to it, and cancel the old certificate; every transfer shall
be entered on the transfer books of the corporation which shall be kept at
its principal office.
b. The corporation shall be entitled to treat the holder of record of
any share as the holder in fact of it, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of this state.
ARTICLE VII - INDEMNIFICATION
The corporation shall indemnify to the extent allowed by the corporation
statutes of this state any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that the person is or was a director, officer, employee
or agent of the corporation or served any other enterprise at the request
of the corporation. The person to be indemnified must have acted in good
faith and in a manner he/she reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, and with respect
to any criminal action or proceeding, had not reasonable cause to believe
his/her conduct was unlawful.
ARTICLE VIII - DIVIDENDS
The Board of Directors may declare and pay dividends or make other
distributions in case, its bond or its property, including the shares or
bonds of other corporations, on its outstanding shares.
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ARTICLE IX - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the shareholders representing a two-thirds majority
of all the shares issued and outstanding at any annual shareholders meeting
or at any special shareholders meeting when the proposed amendment has been
stated in the notice of such meeting.