Exhibit 3.20
BY-LAWS OF
THREE D INVESTMENT, INC.
ARTICLE I
OFFICES
(1) PRINCIPAL OFFICE. The principal office of the Corporation shall be
located in Florence, Lauderdale County, Alabama. The board of directors may, by
resolution, change the location of this office from time to time.
(2) OTHER OFFICES. The Corporation may have other offices, either
within or outside of the State of Alabama, at such place or places as the board
of directors may from time to time appoint or the business of the Corporation
may require.
ARTICLE II
SEAL
The corporate seal shall be in circular form and shall have inscribed
thereon the name of the Corporation, the words "Corporate Seal," and such other
word or words, if any, as may be determined by the board of directors to be
inscribed thereon.
ARTICLE III
MEETINGS OF STOCKHOLDERS
(1) PLACE OF MEETING. All meetings of the shareholders shall be held
at the offices of the Corporation in Alabama, or at such other place of places
as may be designated by the board of directors.
(2) ANNUAL MEETINGS. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
come before the meeting shall be held on the third week in January each year,
commencing with the year 1987, if not a legal holiday under the laws of the
state where such meeting is to be held, and if a legal holiday under the laws
of said state, then on the next succeeding business day, at such hour as may
be named in the notice of said meeting. If for any reason any annual meeting
shall not be held on the day designated herein, or at any adjournment of such
meeting, the board of directors shall cause the election to be held at a
special meeting called and held as soon thereafter as convenient and
practicable. At such special meeting the shareholders may elect the directors
and transact other business with the same force and effect as at an annual
meeting duly called and held.
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(3) SPECIAL MEETINGS. A special meeting of the shareholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time by the president, the chairman of the board of directors, the
executive committee, by order of the board of directors or by a shareholder
or shareholders holding of record at least ten percent (10%) of the
outstanding capital stock of any class of the Corporation entitled to vote at
such meeting.
(4) NOTICE OF MEETING. Except as otherwise provided by statute,
notice of each meeting of the shareholders, whether annual or special, shall
be given not less than ten (10) nor more than fifty (50) days before the day
on which the meeting is to be held to each shareholder of record entitled to
vote at such meeting by delivering a written or printed notice thereof to him
personally, or by mailing such notice in a postage prepaid envelope addressed
to him at his post office address furnished by him to the secretary of the
Corporation for such purpose, or, if he shall not have furnished to the
secretary of the Corporation his address for such purpose, then at the post
office address, if any, as the same appears upon the stock record books of
the Corporation or at his post office address last known to the secretary of
the Corporation or by transmitting a notice wireless. Except where expressly
required by law, no publication of any notice of such a meeting of
shareholders shall be required. Every such notice shall state the place, day
and hour of the meeting but need not state the purposes thereof, except for
special meeting or as otherwise in these by-laws or by statute expressly
provided or required. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend such meeting in
person or by proxy; and if any shareholder shall, in person or by attorney
thereunder authorized, in writing or by telegraph, cable, radio or wireless,
waive notice of any meeting, whether before or after such meeting be held,
notice thereof need not be given to him. Notice of any adjourned meeting of
the shareholders shall not be required to be given, except when expressly
required by law.
(5) ORGANIZATION. At every meeting of the shareholders, the
president, or in his absence, the chairman of the board, or in his absence, a
vice president, or in the absence of all of the foregoing officers, a
chairman chosen by the shareholders present in person or by proxy and
entitled to vote thereat, by a majority vote, shall act as chairman. The
secretary, or in his absence, an assistant secretary, shall act as secretary
at all meetings of the shareholder. In the absence from any such meeting of
the secretary and the assistant secretaries, the chairman may appoint any
person to act as secretary of the meeting.
(6) BUSINESS AND ORDER OF BUSINESS. At each meeting of the
shareholders such business may be transacted as may properly be brought before
such meeting, whether or not such business is stated in the notice of such
meeting or in a waiver of notice thereof, except for special meetings or as
otherwise in these by-laws or by statute expressly provided or required. The
order of business at all meetings of the
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shareholders shall be determined by the chairman, unless the holders of a
majority of the shares of each class present in person or by proxy at such
meeting and entitled to vote thereat shall otherwise determine.
(7) QUORUM. At each meeting of the shareholders, the holders of a
majority of the shares of each class of voting shares of the Corporation
issued and outstanding and entitled to vote thereat, present either in person
or by proxy, shall constitute a quorum for the transaction of business,
except where otherwise provided by law or by the business, or by the articles
of incorporation. In the absence of a quorum, the shareholders of the
Corporation present in person or by proxy and entitled to vote, by a majority
vote, or, in the absence of all the shareholders, any officer entitled to
preside or act as secretary at such meeting, shall have the power to adjourn
the meeting from time to time, until shareholders holding the requisite
amount of shares shall be present or represented. At any such adjourned
meeting at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. The absence
from any meeting of the number of shares required by the laws of the State of
Alabama, by the articles of incorporation of the Corporation or by these
by-laws for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting, if the number of shares required in respect of such other matter
shall be present.
(8) VOTING. At each meeting of the shareholders, each holder of
record of shares entitled to vote thereat, shall be entitled to one vote in
person or by proxy for each share of the Corporation entitled to vote so
registered in his name on the books of the Corporation: (i) on the date fixed
pursuant to Section 3 of Article VII of these by-laws as the record date for
the determination of shareholders entitled to vote at such meeting,
notwithstanding the sale, or other disposal or transfer on the books of the
Corporation of such share on or after the date so fixed; or (ii) at the date of
such meeting if no such record date shall have been fixed. Shares of its on
belonging to the Corporation shall not be voted directly or indirectly. Persons
holding in a fiduciary capacity shares having voting rights shall be entitled to
vote the shares so held, and persons whose shares having voting rights pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of
the Corporation he shall have expressly empowered the pledgee to vote thereon,
in which case only the pledgee or his proxy, may represent said shares and vote
thereon. Any vote of shares may be cast by the shareholder entitled thereto in
person or by his proxy appointed by an instrument in writing subscribed by such
shareholder or by his attorney thereunto authorized, and delivered to the
secretary of the meeting. At all meetings of the shareholders, all matters
(except in special cases where other provision is made by statute, and except as
otherwise provided in these by-laws or in the certificate of incorporation)
shall be decided by the vote of a majority in interest of the shareholders
present in person or by proxy and entitled to vote thereat, a quorum being
present. Unless required by law or demanded by a shareholder
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present in person or by proxy at any meeting and entitled to vote thereat,
the vote on any question need not be by ballot. On a vote by ballot, each
ballot shall be signed by the shareholder voting, or by his proxy, if there
be such a proxy, and shall state the number of shares voted by him.
(9) LIST OF SHAREHOLDERS. It shall be the duty of the secretary or
other officer who shall have charge of the share ledger, either directly or
through a transfer agent appointed by the board of directors, to keep and
maintain a complete list of shareholders and the number of shares standing in
their respective names. Such list shall be open to the examination of any
shareholder at the place where said list is customarily kept; provided that
such list shall be produced and kept at the time and place of any election
during the whole time thereof and subject to the inspection of any
shareholder who may be present. The original or duplicate share ledger shall
be the only evidence as to the shareholders who are entitled to examine such
list or the books of the Corporation, or to vote in person or by proxy at any
meeting of shareholders.
(10) ADDRESSES OF SHAREHOLDERS. Each shareholder shall designate to
the secretary of the Corporation, or the transfer agent appointed by the
board of directors, an address at which notice of meetings and all other
corporate notices may be served upon him by mail directed to him at his post
office address, if any, as the same appears upon the share record of the
Corporation or at his post office address last known to the secretary of the
Corporation or to the transfer agent.
ARTICLE IV
DIRECTORS
(1) POWERS. The board of directors shall exercise all the powers of
the Corporation except such as are by law, or by the articles of
incorporation of this Corporation, or by these by-laws conferred upon or
reserved to the shareholders of any class or classes and except such powers
as may be delegated to an executive committee and other committees as
provided in Article V of these by-laws.
(2) NUMBER. The board of directors shall consist of two (2)
directors.
(3) TERM OF OFFICE: VACANCIES. Each director shall be elected to
serve until the next annual meeting of shareholders and until his successor
is chosen and qualified. In case one or more vacancies shall occur in the
board of directors, whether caused by death, resignation, retirement,
disqualification or removal, successors to fill such vacancies shall be
elected either by vote of the remaining directors or by vote of the
shareholders at any regular or special meeting, and shall hold office until
the next
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annual meeting of shareholders and until their successors are chosen and
qualified. Directors need not be shareholders.
(4) REMOVAL. Any or all of the directors may be removed from
office, with or without cause, by vote of shareholders holding a majority of
all the shares of stock outstanding and entitled to vote.
(5) ELECTION OF DIRECTORS. Directors shall be elected each year at
the annual meeting of shareholders, or at the special meeting held in lieu
thereof as provided in Article III hereof.
(6) PLACE OF MEETING, ETC. The board of directors may hold its
meetings and have one or more offices at such place or places within or
outside the State of Alabama, as the board may from time to time determine,
or, in the case of meetings, as shall be specified or fixed in the respective
notices or waivers of notice thereof.
(7) ANNUAL MEETINGS. The board of directors shall meet for the
purpose of organization, the election of officers and the transaction of
other business, immediately after, or as soon as practicable after, each
annual meeting of shareholders and election of directors at the same place at
which each such annual meeting of shareholders is held, and notice of such
meeting need not be given; such meeting, however, may be held at any other
time or place which shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors or in a consent and
waiver of notice thereof signed by all the directors.
(8) OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held at such places and at such times as the board shall
from time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be
held, then the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day not a legal
holiday. Notice of regular meetings need not be given.
(9) SPECIAL MEETINGS: NOTICE. Special meetings of the board of
directors shall be held whenever called by the chairman of the board, the
president, the executive committee, or a majority of the directors then in
office. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two
(2) days before the day on which the meeting is to be held, or shall be
directed to him at such place by telegraph, cable, radio or wireless, or be
delivered personally not later than the day before the day on which the
meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes thereof, except as otherwise in
these by-laws or by statute expressly provided. Notice of any meeting of the
board need not be given to any director, however,
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if waived by him in writing or by telephone, cable, radio or wireless,
whether before or after such meeting be held, or if he shall be present at
the meeting; and any meeting of the board shall be a legal meeting without
any notice thereof having been given if all of the directors shall be present
thereat.
(10) ORGANIZATION. At each meeting of the board of directors, the
chairman of the board of directors, or in his absence, the president, or in
the absence of both of the foregoing officers, a director chosen by a
majority of the directors present, shall act as chairman. The secretary, or
in his absence, an assistant secretary, or in the absence of both the
secretary and the assistant secretaries, any person appointed by the chairman
shall act as secretary of the meeting.
(11) BUSINESS AND ORDER OF BUSINESS. At each meeting of the board
of directors such business may be transacted as may properly be brought
before such meeting, whether or not such business is stated in the notice of
such meeting, or in a waiver of notice thereof, except as otherwise in these
by-laws or by statute expressly provided or required. The order of business
at all meetings of the board of directors shall be as determined by the
chairman, subject to the approval of a majority of the directors present at
such meeting.
(12) QUORUM AND MANNER OF ACTING. Except as otherwise provided by
statute or by these by-laws or by the Corporation's articles of
incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business at any meeting and the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors. In the absence of a quorum, a
majority of the directors present may adjourn any meeting from time to time
until a quorum be had. Notice of any adjourned meeting need not be given.
(13) RESIGNATIONS. Any director of the Corporation may resign at
any time by giving verbal or written notice thereof to the chairman of the
board of directors, or the president or to the secretary of the Corporation.
The resignation of any director shall take effect at the time notice thereof
is given, unless otherwise specified in the notice. The acceptance of a
resignation shall not be necessary to make it effective.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
(1) APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
board of directors may establish an executive committee consisting of two (2)
or more directors, which number shall include the president, to serve at the
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pleasure of the board. The president shall be, ex officio, chairman of the
executive committee.
(2) VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in the
executive committee from any cause shall be filled by the board of directors
at any meeting thereof.
(3) EXECUTIVE COMMITTEE TO REPORT TO BOARD. All action by the
executive committee shall be reported to the board of directors at its
meeting next succeeding such action.
(4) PROCEDURE OF EXECUTIVE COMMITTEE. The executive committee shall
fix its own rules of procedure not inconsistent with these by-laws or with
any direction of the board of directors. It shall meet at such times and
places and upon such notice as shall be provided by such rules or by
resolution of the board of directors. The presence of a majority shall
constitute a quorum for the transaction of business, and in every case an
affirmative vote of a majority of all the members of the committee present
shall be necessary for the taking of any action.
(5) GENERAL POWERS OF EXECUTIVE COMMITTEE. During the intervals
between the meetings of the board of directors, the executive committee,
except as limited by the laws of the Corporation or by specific directors of
the board of directors, shall possess and may exercise all the powers of the
board of directors in the management and direction of the business and
conduct of the affairs of the Corporation in such manner as the executive
committee shall deem for the best interests of the Corporation, and shall
have power to authorize the seal of the Corporation to be affixed to all
instruments and documents which may require it, except that the executive
committee shall not have the power to elect directors nor to elect or remove
any executive officer.
(6) SPECIAL POWERS OF EXECUTIVE COMMITTEE. The executive committee,
if one is established, shall have special charge and control of all financial
affairs of the Corporation. The executive committee shall supervise and
direct all investments, temporary or otherwise, of the funds of the
Corporation and the manner in which the accounts, books and records shall be
kept. The executive committee may authorize the satisfaction of mortgages,
the sale of real estate and sale and reinvestment of any and all other assets
of the Corporation. The executive committee may also appoint investment
advisers, authorize accounts for the Corporation with securities brokers and
dealers, and appoint a general counsel, and other general and special
attorneys. Any appointees of the executive committee shall have such powers,
not contrary to law, the articles of incorporation or these by-laws, and
shall perform such duties as may be assigned to them by the executive
committee.
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(7) OTHER COMMITTEES. From time to time the board of directors may
appoint any other committee or committees for any purpose or purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.
(8) COMPENSATION. The members of any duly appointed committee shall
receive such compensation and/or fees as from time to time may be fixed by
the board of directors.
ARTICLE VI
OFFICERS
(1) EXECUTIVE OFFICERS. The executive officers of the Corporation
shall be a president and a secretary. The board may also elect a chairman of
the board and additional officers. One person may hold all offices and
perform the duties of any of said officers.
(2) ELECTION, TERM OF OFFICE AND QUALIFICATIONS OF EXECUTIVE
OFFICERS. The executive officers shall be elected annually by the board of
directors. Each executive officer shall hold office until his successor shall
have been duly elected and qualified in his stead, or until his death or
until he shall have resigned or shall have been removed in the manner
provided herein. The chairman of the board and the president shall be chosen
from among the directors.
(3) SUBORDINATE OFFICERS. The board of directors or the executive
committee may from time to time appoint such other officers as the board of
directors or the executive committee may deem necessary, including one or
more assistant treasurers and one or more assistant secretaries, and may also
appoint such agents and employees of the Corporation as may be deemed proper.
Such officers, agents and employees shall hold office for such period, have
such authority, and perform such duties as in these by-laws provided or as
the board of directors or the executive committee may from time to time
prescribe. The board of directors may from time to time authorize any officer
to appoint and remove agents and employees and to prescribe the powers and
duties thereof.
(4) REMOVAL. Any officer, agent or employee may be removed either
with or without cause, by the board of directors at any meeting called for
the purpose, or, except in case of any officer elected by the board of
directors, by any officers upon whom the power of removal may be conferred by
the board of directors.
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(5) RESIGNATIONS. Any officer may resign at any time by giving
written notice to the board of directors. Any such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
(6) VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these by-laws
for regular election or appointment to such office.
(7) THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the
board of directors, when present, shall preside at all meetings of the board
of directors. In addition to the powers and duties mentioned in these
by-laws, he shall have supervision of such matters, not contrary to law, the
certificate of incorporation or these by-laws, as may be assigned or
delegated to him by the board of directors or the executive committee.
(8) THE PRESIDENT. The president shall be the chief executive
officer of the Corporation and shall have general supervision of the business
of the Corporation and over its several officers, subject, however, to the
control of the board of directors and the executive committee. He shall at
each annual meeting and from time to time report to the shareholders and the
board of directors and the executive committee all matters within his
knowledge which the interests of the Corporation may require to be brought to
their notice; shall preside when present at all meetings of the shareholders
and, in the absence of the chairman of the board, of the board of directors;
shall sign in the name of the Corporation all deeds, mortgages, bonds,
contracts or other instruments authorized by the board of directors or the
executive committee except in cases where the signing and execution thereof
shall be expressly delegated by the board of directors or by these by-laws to
the president alone or some other officer or agent of the Corporation; and in
general shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned to him by the board of
directors or the executive committee or as are prescribed by these by-laws.
The president shall be, ex officio, a member of all standing committees.
(9) VICE PRESIDENT. The vice president shall perform such duties
and exercise such powers as may be assigned to him from time to time by the
board of directors or the executive committee. In the absence of either the
chairman of the board or the president, or both, or in the case of his or
their inability to act, a vice president shall perform the duties and
exercise the powers of either the chairman of the board of directors or the
president, or both, but subject to the control of the board of directors and
the executive committee.
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(10) THE SECRETARY. The secretary shall keep or cause to be kept in
books the minutes of the meetings of the shareholders and the board of
directors; shall see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed
to all documents the execution of which on behalf of the Corporation under
its seal is duly authorized; shall keep directly or through a transfer agent
a register of the post office address of each shareholder, and make proper
changes in such register, retaining and filing his authority for such
entries; shall see that the books, reports, statements, certificates and all
other documents and records required by law are properly kept and filed; and
in general shall perform all duties incident to the office of secretary and
such other duties as may, from time to time, be assigned to him by the board
of directors or the executive committee.
(11) ASSISTANT SECRETARIES. At the request of the secretary or in
his absence or disability, any assistant secretary shall have power to
perform all the duties of the secretary, and when so acting, shall have all
the powers of, and be subject to all restrictions upon, the secretary. The
assistant secretaries shall perform such other duties as from time to time
may be assigned to them by the board of directors, by the executive
committee, by the chairman of the board or by the president.
(12) THE TREASURER. The treasurer shall give such bond for faithful
performance of his duties as the board of directors shall require. He shall
have charge and custody of, and be responsible for, all funds and securities
of the Corporation and deposit all such funds in the name of the Corporation
in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of these by-laws; at all reasonable times
exhibit the books of accounts and records to any of the directors of the
Corporation, upon application during business hours at the office of the
Corporation or where such books and records are kept; render a statement of
the condition of the finances of the Corporation at all regular meetings of
the board of directors, if called upon to do so, and a full financial report
at the annual meeting of the shareholders, if called upon to do so; receive
and give receipts for moneys due and payable to the Corporation from any
source whatsoever; and in general, perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be
assigned to him by the board of directors or by the executive committee.
(13) ASSISTANT TREASURERS. At the request of the treasurer or in
his absence or disability any assistant treasurer shall have power to perform
all the duties of the treasurer, and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the treasurer. The
assistant treasurers shall perform such other duties as from time to time may
be assigned to them by the board of directors, by the executive committee, by
the chairman of the board or by the president.
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(14) SALARIES. The salaries of the officers shall be fixed from
time to time by the executive committee of the board of directors. No officer
shall be prevented from receiving such salary by reason of the fact that he
is also a director of the Corporation.
ARTICLE VII
SHARES AND THEIR TRANSFER
(1) CERTIFICATES OF SHARES. Certificates for shares of each class
of the capital stock of the Corporation shall be in such form as the board of
directors shall approve and shall be numbered and shall be entered in the
books of the Corporation as they are issued. They shall exhibit the holder's
name and certify the number of shares owned by him and shall be signed by or
in the name of the Corporation by the president or a vice president and the
secretary or an assistant secretary of the Corporation; provided, however,
that where any such certificate is signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation as
a registrar, the signature of any such president, vice president, secretary
or assistant secretary may be facsimile printed or engraved. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have delivered by the Corporation, such certificate or
certificates shall nevertheless be adopted by the Corporation and be issued
and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the Corporation. The
share record books and the blank share certificate books shall be kept by the
secretary or by a transfer agent or by any other officer or agent designated
by the board of directors or by the executive committee or by the president.
(2) TRANSFER OF SHARES. Transfer of shares of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed and filed with the secretary of the Corporation or a
transfer agent of the Corporation, if any, and upon the surrender and
cancellation of the certificate or certificates for such shares, properly
endorsed. A person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof as regards the Corporation, and upon any
transfer of shares the person or persons into whose name or names such shares
of stock shall be transferred on the books of the Corporation shall be
substituted for the person or persons out of whose name or names such shares
shall have been transferred, with respect to all rights, privileges and
obligations of holders of stock of the Corporation and as against the
Corporation or any other person or persons. The term "person" or "persons"
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wherever used herein shall be deemed to include any firm, corporation, or
association. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the secretary or to said
transfer agent, shall be so expressed in the entry of transfer.
(3) CLOSING OF TRANSFER BOOKS. The board of directors may, by
resolution, direct that the stock transfer books of the Corporation be closed
for a period not exceeding fifty (50) days preceding the date of any meeting
of stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty
(50) days preceding the date of any meeting of shareholders, or the date for
the payment of any dividend or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect or a date in connection with obtaining such consent, as a record date
for the determination of the shareholders entitled to notice of, and to vote
at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock or to give such consent, and in such case such shareholders and
only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting and
any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
(4) LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The holder
of any shares of the Corporation shall immediately notify the Corporation of
any loss, theft, destruction or mutilation of the certificate; and, the board
of directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give to the
Corporation and to such registrar, transfer agent and/or transfer clerk as
may be authorized or required to countersign such new certificate or
certificates a bond, in such sum as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be made
against them or any of them on account of or in connection with the alleged
loss, theft, or destruction of any such certificate.
(5) TRANSFER AGENT AND REGISTRAR: REGULATIONS. The Corporation
shall, if and whenever the board of directors shall so determine, maintain
one or more transfer offices or agencies, each in charge of the transfer
agent or transfer clerk designated by the board of directors, where the
shares of the capital stock of the Corporation shall be directly
transferable, and/or one or more registry offices, each in charge of a
registrar designated by the board of directors where such shares of stock
shall be registered, and, if the board of directors shall so determine, no
certificate for shares of
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the capital stock of the Corporation, in respect of which a transfer agent or
transfer clerk and/or registrar shall have been designated, shall be valid
unless countersigned by such transfer agent or transfer clerk and/or
registered by such registrar. The board may also make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the
Corporation.
ARTICLE VIII
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
(1) CONTRACTS, ETC. The executive committee may authorize any
officer or officers, or agent or agents of the Corporation 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; and, unless so authorized by the executive committee or by these
by-laws, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or
to render it liable pecuniarily for any purpose or to any amount.
(2) CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by the president, any vice
president, or the secretary of the Corporation.
(3) DEPOSITS. All cash and securities of the Corporation shall be
placed in trust and/or deposited from time to time to the credit of the
Corporation in such responsible banks or trust companies as the board of
directors or the executive committee or the chairman of the board or the
president may from time to time designated, or as may be designated by any
other officer or officers of the Corporation to whom such power may be
delegated by the board of directors or the executive committee.
(4) GENERAL AND SPECIAL ACCOUNTS. The board of directors or the
executive committee or the chairman of the board or the president may from
time to time authorize the opening and keeping, with responsible banks or
trust companies as it or he may designate, of general and special trust
and/or bank accounts, and may make such special rules and regulations, with
respect thereto, not inconsistent with the provisions of these by-laws, as it
or he may deem expedient.
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ARTICLE IX
BOOKS AND RECORDS
(1) LOCATION. The books and records of the Corporation except the
original or a duplicate stock ledger, may be kept outside the State of
Alabama at such place or places as the board of directors may from time to
time determine, except as otherwise required by law.
(2) EXAMINATION BY SHAREHOLDERS. The board of directors shall,
subject to the laws of Alabama, have power to determine from time to time
whether or to what extent and at what time and places and under what
conditions and regulations any accounts and books of the Corporation, or any
of them, shall be open to the inspection of the shareholders; and no
shareholder shall have any right to inspect any account or book or document
of the Corporation, except as conferred by the laws of Alabama, unless and
until authorized to do so by resolution of the board of directors or of the
shareholders; provided, however, that, subject to such reasonable
restrictions as the board of directors may prescribe, the Corporation shall
at any time, upon the written request of any registered holder of its shares,
mail to such shareholder a statement of the assets then belonging to the
Corporation; provided, further, that an original or duplicate share ledger,
containing the names and addresses of the shareholders and the number of
shares held by them respectively, shall at all times, during the usual hours
for business, be open to the examination of every stockholder at the
principal office or place of business of the Corporation in Alabama or at the
office of any duly appointed transfer agent or registrar.
ARTICLE X
DIVIDENDS, SURPLUS, ETC.
The board of directors shall have power, subject to the provisions
of the certificate of incorporation of the Corporation, to fix and determine
and to vary from time to time, the amount of the working capital of the
Corporation before declaring any dividends among its shareholders; to direct
and determine the use and disposition of any net profits or surplus; to
determine the amount of any reserves necessary in their judgment before
declaring any dividends among its shareholders; to determine from time to
time the amount of the net earnings and net profits of the Corporation
available for dividends; to determine the amount of any dividends; and to
declare and pay the same.
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ARTICLE XI
MISCELLANEOUS
(1) COMPENSATION OF DIRECTORS. The directors shall receive such
compensation and/or fees, and expenses in connection with attendance at
meetings or other performance of their duties, as from time to time may be
fixed by the board of directors. Nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity,
as an officer, agent or otherwise, and receiving compensation therefor.
(2) PROXIES OF THE CORPORATION. Except as otherwise in these
by-laws or in the articles of incorporation the Corporation provided, and
unless otherwise provided by resolution of the board of directors or of the
executive committee, the President may from time to time appoint an attorney
or attorneys or agent or agents of the Corporation, in the name and on behalf
of the Corporation to cast the votes which the Corporation may be entitled to
cast as a shareholder or otherwise in any other corporation any of whose
stock or other securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, or to
contest in writing to any action by such corporation and may instruct the
person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed in the name and
on behalf of the corporation and under its corporate seal or otherwise, all
such written proxies or other instruments as he may deem necessary or proper
in the premises.
(3) WAIVER OF NOTICE. Whenever any notice whatever is required to
be given by these by-laws of the articles of incorporation or the laws of the
State of Alabama, a waiver thereof in writing, or by telegraph, cable, radio
or wireless by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto; and any
such notice with respect to any shareholders' or directors' meeting may be
dispensed with, if any shareholder shall attend such shareholders' meeting,
either in person or by proxy, or if every director shall attend such
directors' meeting in person.
(4) CONFLICTS OF INTEREST. Except as otherwise provided in the
articles of incorporation, a director of the Corporation shall not in the
absence of fraud be disqualified by his office from dealing or contracting
with the Corporation either as a vendor, purchaser, or otherwise, nor in the
absence of fraud shall any transaction or contract of the Corporation be void
or voidable or affected by reason of the fact that any director, or any firm
of which any director is a member, or any corporation of which any director
is an officer, director or shareholder, is in any way interested in such
transaction or contract. Nor shall any director be liable to account to the
Corporation for any profit
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realized by him from or through any such transaction or contract of the
Corporation by reason of the fact that he or any firm of which he is a
member, or any corporation of which he is an officer, director or
shareholder, was interested in such transaction or contract.
(5) INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
Every person who is, or has been, a director, officer, employee or agent of
the Corporation, or of a subsidiary or an affiliate of the Corporation, shall
be indemnified by the Corporation to the extent provided in Section 10-2A-
21, Code of Alabama, 1975, and in the articles of incorporation. The
foregoing rights of indemnification shall be without prejudice to any other
rights to which any such director, office, employee or agent may be entitled
as a matter of law.
ARTICLE XII
AMENDMENTS
Subject to any restrictive provisions of law or of the
Corporation's articles of incorporation, all by-laws of the Corporation shall
be subject to alteration or repeal and new by-laws may be made either by the
affirmative vote of the holders of record of a majority of the outstanding
stock of the Corporation entitled to vote in respect thereof at an annual
meeting or at any special meeting, provided that notice of the proposed
alteration or repeal or of the proposed new by-laws be included in the notice
of such meeting, or by the affirmative vote of a majority of the board of
directors at any regular or special meeting, provided that notice of the
proposed alteration or repeal or of the new proposed by-laws be included in
the notice of any such special meeting.
ARTICLE XIII
REQUIREMENT OF REIMBURSEMENT
If the Corporation pays for travel and entertainment expenses of
any shareholder during any tax year and the Internal Revenue Service
subsequently disallows any or all of said travel and entertainment expenses,
the shareholder on whose behalf said expenses were paid is required to
reimburse to the Corporation the amount of said disallowance.
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ARTICLE XIV
MISCELLANEOUS
Throughout these by-laws, the masculine gender shall be deemed to
include the feminine gender and vice-versa.
These By-laws were adopted by unanimous consent of the Shareholders
as the By-laws of the Corporation effective on the 15th day of January, 1986.
SHAREHOLDERS:
/s/ R.G. Darby
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/s/ C.K. Riley
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