BYLAWS
------
OF
--
US PATRIOT INC
--------------
1. OFFICES
-------
1.1. Registered Office
-----------------
The initial registered office of the Corporation shall be
in Columbia, SC, and the initial registered agent in charge thereof
shall be Phillips N. Dee.
1.2. Other Offices
-------------
The Corporation may also have offices at such other places,
both within and without the State of South Carolina, as the Board of
Directors may from time to time determine or as may be necessary or
useful in connection with the business of the Corporation.
2. MEETINGS OF STOCKHOLDERS
------------------------
2.1. Place of Meetings
-----------------
All meetings of the stockholders shall be held at such
place as may be fixed from time to time by the Board of Directors, the
Chairperson or the President. Notwithstanding the foregoing, the
Board of Directors may determine that the meeting shall not be held at
any place, but may instead be held by means of remote communication.
2.2. Annual Meetings
---------------
Unless directors are elected by written consent in lieu of
an annual meeting, the Corporation shall hold annual meetings of
stockholders, commencing with the year 2000, on such date and at such
time as shall be designated from time to time by the Board of
Directors, the Chairperson or the President, at which stockholders
shall elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If a written consent
electing directors is less than unanimous, such action by written
consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting
held at the effective time of such action are vacant and are filled by
such action.
1
2.3. Special Meetings
----------------
Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
Board of Directors, the Chairperson or the President.
2.4. Notice of Meetings
------------------
Notice of any meeting of stockholders, stating the place,
if any, date and hour of the meeting, the means of remote communication,
if any, by which stockholders and proxy holders may be deemed to be
present in person and vote at such meeting, and (if it is a special
meeting) the purpose or purposes for which the meeting is called,
shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not
required as provided in the State of South Carolina or these Bylaws).
Such notice shall be given in accordance with, and shall be deemed
effective as set forth in Section 33-7-105 (or any successor section
or sections) of the 1976 Code of Laws of South Carolina.
2.5. Waivers of Notice
-----------------
Whenever the giving of any notice is required by statute,
the Certificate of Incorporation or these Bylaws, a written waiver
thereof signed by the person or persons entitled to said notice, or a
waiver thereof by electronic transmission by the person entitled to
said notice, delivered to the Corporation, whether before or after the
event as to which such notice is required, shall be deemed equivalent
to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice (1) of such meeting, except when the stockholder at
the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (2) (if it is a special
meeting) of consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice,
unless the stockholder objects to considering the matter at the
beginning of the meeting.
2.6. Business at Special Meetings
----------------------------
Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice (except to the
extent that such notice is waived or is not required as provided in
the Statutes of the State of South Carolina or these Bylaws).
2.7. List of Stockholders
--------------------
After the record date for a meeting of stockholders has
been fixed, at least ten days before such meeting, the officer who has
charge of the stock ledger of the Corporation shall make a list of all
stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of each stockholder (but not the
electronic mail address or other electronic contact information,
2
2
unless the Board of Directors so directs) and the number of shares
registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder for any purpose germane to the
meeting for a period of at least ten days prior to the meeting: (1) on
a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the
meeting, or (2) during ordinary business hours, at the principle place
of business of the Corporation. If the meeting is to be held at a
place, then such list shall also, for the duration of the meeting, be
produced and kept open to the examination of any stockholder who is
present at the time and place of the meeting. If the meeting is to
be held solely by means of remote communication, then such list shall
also be open to the examination of any stockholder during the whole
time of the meeting on reasonably accessible electronic network, and
the information required to access such list shall be provided with
the notice of the meeting.
2.8. Quorum at Meetings
------------------
Stockholders may take action on a matter at a meeting only
if a quorum exists with respect to that matter. Except as otherwise
provided by statute or by the Certificate of Incorporation, the
holders of a majority of the shares entitled to vote at the meeting,
and who are present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by a class or series
or classes or series is required, a majority of the outstanding shares
of such class or series or classes or series, present in person or
represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter. Once a share is
represented for any purpose at a meeting (other than solely to object
(1) to holding the meeting or transacting business at the meeting, or
(2) (if it is a special meeting) to consideration of a particular
matter at the meeting that is not within the purpose or purposes
described in the meeting notice), it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for the
adjourned meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.
2.9. Voting and Proxies
------------------
Unless otherwise provided in the Statutes of the State of
South Carolina or in the Corporation's Certificate of Incorporation,
and subject to the other provisions of these Bylaws, each stockholder
shall be entitled to one vote on each matter, in person or by proxy,
for each share of the Corporation's capital stock that has voting
power and that is held by such stockholder. No proxy shall be voted
or acted upon after three years from its date, unless the proxy
provides for a longer period. A duly executed appointment of proxy
shall be irrevocable if the appointment form states that it is
irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. If
authorized by the Board of Directors, and subject to such guidelines
as the Board of Directors may adopt, stockholders and proxy holders
not physically present at a meeting of stockholders may, by means of
3
3
remote communication, participate in a meeting of stockholders and be
deemed present in person and vote at such meeting whether such meeting
is held at a designated place or solely by means of remote communication,
provided that (1) the Corporation implements reasonable measures to
verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxy
holder, (2) the Corporation implements reasonable measures to provide
such stockholders and proxy holders a reasonable opportunity to
participate in the meeting and to vote on matters submitted to the
stockholders, including an opportunity to read or hear the proceedings
of the meeting substantially concurrently with such proceedings, and
(3) if any stockholder or proxy holder votes or takes other action at
the meeting by means of remote communication, a record of such vote or
other action is maintained by the Corporation.
2.10. Required Vote
-------------
When a quorum is present at any meeting of stockholders,
all matters shall be determined, adopted and approved by the
affirmative vote (which need not be by ballot) of the holders of a
majority of the shares present in person or represented by proxy at
the meeting and entitled to vote with respect to the matter, unless
the proposed action is one upon which, by express provision of
statutes or of the Certificate of Incorporation, a different vote is
specified and required, in which case such express provision shall
govern and control with respect to that vote on that matter. Where a
separate vote by a class or classes is required, the affirmative vote
of the holders of a majority of the shares of such class or classes
present in person or represented by proxy at the meeting shall be the
act of such class. Notwithstanding the foregoing, directors shall
be elected by a plurality of the votes of the shares present in person
or represented by proxy at the meeting and entitled to vote on the
election of directors.
2.11. Action Without a Meeting
------------------------
Any action required or permitted to be taken at a
stockholders' meeting may be taken without a meeting, without prior
notice and without a vote, if the action is taken by persons who would
be entitled to vote at a meeting and who hold shares having voting
power equal to not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all
shares entitled to vote were present and voted. The action must be
evidenced by one or more written consents describing the action taken,
signed by the stockholders entitled to take action without a meeting,
and delivered to the Corporation in the manner prescribed by the this
Section 2.11 for inclusion in the minute book. No consent shall be
effective to take the corporate action specified unless the number of
consents required to take such action are delivered to the Corporation
within sixty days of the delivery of the earliest-dated consent. A
telegram, cablegram or other electronic transmission consenting to
such action and transmitted by a stockholder or proxy holder, or by a
person or persons authorized to act for a stockholder or proxy holder,
shall be deemed to be written, signed and dated for the purposes of
this Section 2.11, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information
from which the Corporation can determine (1) that the telegram,
cablegram or other electronic transmission was transmitted by the
4
4
stockholder or proxy holder or by a person or persons authorized to
act for the stockholder or proxy holder and (2) the date on which such
stockholder or proxy holder or authorized person or persons transmitted
such telegram, cablegram or electronic transmission. The date on which
such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. Written
notice of the action taken shall be given in accordance with Section
33-7-104 of the 1976 Code of Laws of South Carolina to all stockholders
who do not participate in taking the action who would have been entitled
to notice if such action had been taken at a meeting having a record
date on the date that written consents signed by a sufficient number
of holders to take the action were delivered to the Corporation.
3. DIRECTORS
---------
3.1. Powers
------
The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful
acts and things, subject to any limitation set forth in the Certificate
of Incorporation or as otherwise may be provided in the By-laws.
3.2. Number and Election
-------------------
The number of directors which shall constitute the whole
board shall not be fewer than two (2) nor more than five (5) unless
there are fewer than two (2) shareholders, in which case the number of
directors may not be fewer than the number of shareholders. The first
board shall consist of two directors. Thereafter, within the limits
above specified, the number of directors shall be determined by
resolution of the Board of Directors.
3.3. Nomination of Directors
-----------------------
The Board of Directors shall nominate candidates to stand
for election as directors; and other candidates also may be nominated
by any Corporation stockholder, provided that such other nomination(s)
are submitted in writing to the Secretary of the Corporation no later
than 90 days prior to the meeting of stockholders at which such
directors are to be elected, together with the identity of the
nominator and the number of shares of the Corporation's stock owned,
directly or indirectly, by the nominator. The directors shall be
elected at the annual meeting of the stockholders, except as provided
in Section 3.4 hereof, and each director elected shall hold office
until such director's successor is elected and qualified or until the
director's earlier death, resignation or removal. Directors need not
be stockholders.
5
5
3.4. Vacancies
---------
Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of
the stockholders having the right to vote as a single class may be
filled by the affirmative vote of a majority of the directors then in
office, although fewer than a quorum, or by a sole remaining director.
Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by the
affirmative vote of a majority of the directors elected by such class
or classes or series thereof then in office, or by a sole remaining
director so elected. Each director so chosen shall hold office until
the next election of directors and until such director's successor is
elected and qualified, or until the director's earlier death, resignation
or removal. In the event that one or more directors resign from the
Board, effective at a future date, a majority of the directors then
in office who were elected by holders of the same class of stock as
the director(s) so resigning, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office until
the next election of directors, and until such director's successor is
elected and qualified, or until the director's earlier death,
resignation or removal.
3.5. Meetings
--------
3.5.1. Regular Meetings
----------------
Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.
3.5.2. Special Meetings
----------------
Special meetings of the Board may be called by the
Chairperson or President on one day's notice to each director, either
personally or by telephone, express delivery service (so that the
scheduled delivery date of the notice is at least one day in advance
of the meeting), telegram or facsimile transmission, and on five days'
notice by mail (effective upon deposit of such notice in the mail).
The notice need not describe the purpose of a special meeting.
3.5.3. Telephone Meetings
------------------
Members of the Board of Directors may participate in a
meeting of the board by any communication by means of which all
participating directors can simultaneously hear each other during the
meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
6
6
3.5.4. Action Without Meeting
----------------------
Any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting if the action
is taken by all members of the Board. The action must be evidenced by
one or more consents in writing or by electronic transmission describing
the action taken, signed by each director, and delivered to the
Corporation for inclusion in the minute book.
3.5.5. Waiver of Notice of Meeting
---------------------------
A director may waive any notice required by statute, the
Certificate of Incorporation or these Bylaws before or after the date
and time stated in the notice. Except as set forth below, the waiver
must be in writing, signed by the director entitled to the notice, or
made by electronic transmission by the director entitled to the
notice, and delivered to the Corporation for inclusion in the minute
book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director
of the meeting unless the director at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the
meeting.
3.6. Quorum and Vote at Meetings
---------------------------
At all meetings of the board, a quorum of the Board of
Directors consists of at least three (3) directors, or a majority of
the total number of directors prescribed pursuant to Section 3.2 of
these Bylaws if such number of directors is greater than three (3).
The vote of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these Bylaws.
3.7. Committees of Directors
-----------------------
The Board of Directors may designate one or more committees,
each committee to consist of one or more directors. The Board may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of
the committee. If a member of a committee shall be absent from any
meeting, or disqualified from voting thereat, the remaining member
or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by unanimous
vote, appoint another member of the Board of Directors to act at the
meeting in the place of such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to approving or
adopting, or recommending to the stockholders, any action or matter
expressly required by the Statutes of the State of South Carolina to
be submitted to stockholders for approval or adopting, amending or
7
7
repealing any bylaw of the Corporation; and unless the resolution
designating the committee, these bylaws or the Certificate of
Incorporation expressly so provide, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger. Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors, when required. Unless
otherwise specified in the Board resolution appointing the Committee,
all provisions these Bylaws relating to meetings, action without
meetings, notice (and waiver thereof), and quorum and voting
requirements of the Board of Directors apply, as well, to such
committees and their members.
3.8. Compensation of Directors
-------------------------
The Board of Directors shall have the authority to fix
the compensation of directors. No such payment shall preclude any
director from serving the Corporation in any other capacity and
receiving compensation therefor.
4. OFFICERS
--------
4.1. Positions
---------
The officers of the Corporation shall be a Chairperson, a
President, a Secretary and a Treasurer, and such other officers as the
Board of Directors (or an officer authorized by the Board of Directors)
from time to time may appoint, including one or more Vice Chairmen,
Executive Vice Presidents, Vice Presidents, Assistant Secretaries and
Assistant Treasurers. Each such officer shall exercise such powers
and perform such duties as shall be set forth below and such other
powers and duties as from time to time may be specified by the Board
of Directors or by any officer(s) authorized by the Board of Directors
to prescribe the duties of such other officers. Any number of offices
may be held by the same person. As set forth below, each of the
Chairperson, President, and/or any Vice President may execute bonds,
mortgages and other contracts under the seal of the Corporation, if
required, except where required or permitted by law to be otherwise
executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent
of the Corporation.
4.2. Chairperson
-----------
The Chairperson shall be the presiding officer of the
Corporation, shall (when present) preside at all meetings of the Board
of Directors and stockholders.
8
8
4.3. President
---------
The President shall be the chief executive officer of the
Corporation and shall have full responsibility and authority for
general and active management and supervision of the operations of the
Corporation for ensuring that all order and resolutions of the Board
of Directors are carried into effect, and for performing all other
duties which are incidental to the office of President. The President
may execute bonds, mortgages and other contracts, under the seal of the
Corporation, if required, except where required or permitted by law to
be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors
to some other officer or agent of the Corporation.
4.4. Vice President
--------------
In the absence of the President or in the event of the
President's inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in
the order of their election) shall perform the duties of the President,
and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President.
4.5. Secretary
---------
The Secretary shall have responsibility for preparation of
minutes of meetings of the Board of Directors and of the stockholders
and for authenticating records of the Corporation. The Secretary
shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors. The
Secretary or an Assistant Secretary may also attest all instruments
signed by any other officer of the Corporation.
4.6. Assistant Secretary
-------------------
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors
(or if there shall have been no such determination, then in the order
of their election), shall, in the absence of the Secretary or in the
event of the Secretary's inability or refusal to act, perform the
duties and exercise the powers of the Secretary.
4.7. Treasurer
---------
The Treasurer shall have responsibility for the custody of
the corporate funds and securities and shall see to it that full and
accurate accounts of receipts and disbursements are kept in books
belonging to the Corporation. The Treasurer shall render to the
Chairperson, the President, and the Board of Directors, upon request,
an account of all financial transactions and of the financial condition
of the Corporation.
9
9
4.8. Assistant Treasurer
-------------------
The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there shall have been no such determination, then in
the order of their election), shall, in the absence of the Treasurer
or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer.
4.9. Term of Office
--------------
The officers of the Corporation shall hold office until
their successors are chosen and qualify or until their earlier
resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Any officer elected or appointed
by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the Board of
Directors.
4.10. Compensation
------------
The compensation of officers of the Corporation shall be
fixed by the Board of Directors, or any committee established by the
Board of Directors.
4.11. Fidelity Bonds
--------------
The Corporation may secure the fidelity of any or all of
its officers or agents by bond or otherwise.
5. CAPITAL STOCK
-------------
5.1. Certificates of Stock; Uncertificated Shares
--------------------------------------------
The shares of the Corporation shall be represented by
certificates, provided that the Board of Directors may provide by
resolution that some or all of any or all classes or series of the
Corporation's stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates, and upon
request every holder of uncertificated shares, shall be entitled to
have a certificate (representing the number of shares registered in
certificate form) signed in the name of the Corporation by the
Chairperson, President or any Vice President, and by the Treasurer,
Secretary or any Assistant Treasurer or Assistant Secretary of the
Corporation. Any or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar whose
signature or facsimile signature appears on a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the
10
10
same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
5.2. Lost Certificates
-----------------
The Board of Directors, Chairperson, President or Secretary
may direct a new certificate of stock to be issued in place of any
certificate theretofore issued by the Corporation and alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming that the certificate of stock has
been lost, stolen or destroyed. When authorizing such issuance of a
new certificate, the board or any such officer may, as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the board or
such officer shall require and/or to give the Corporation a bond or
indemnity, in such sum or on such terms and conditions as the board or
such officer may direct, as indemnity against any claim that may be
made against the Corporation on account of the certificate alleged to
have been lost, stolen or destroyed or on account of the issuance of
such new certificate or uncertificated shares.
5.3. Record Date
-----------
5.3.1. Actions by Stockholders
-----------------------
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date shall not be
more than sixty days nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be the close of business on
the day next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting, unless the Board of
Directors fixes a new record date for the adjourned meeting.
In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting,
the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall
not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record
date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the
Board of Directors is required by the Bylaws, shall be the first date
on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in the manner
prescribed by Section 33-7-104 of the 1976 Code of Laws of the State
11
11
of South Carolina. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by
the Bylaws, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.
5.3.2. Payments
--------
In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and
which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution
relating thereto.
5.4. Stockholders of Record
----------------------
The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of
shares to receive dividends, to receive notifications, to vote as such
owner, and to exercise all the rights and powers of an owner. The
Corporation shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by the laws of South Carolina.
6. GENERAL PROVISIONS
------------------
6.1. Inspection of Books and Records
-------------------------------
Any stockholder, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any
proper purpose the Corporation's records as provided by Section 33-16-
102 of the 1976 Code of Laws of the State of South Carolina, and to
make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.
In every instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of
business.
12
12
6.2. Dividends
---------
The Board of Directors may declare dividends upon the
capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation and the laws of the State of Florida.
6.3. Reserves
--------
The directors of the Corporation may set apart, out of the
funds of the Corporation available for dividends, a reserve or
reserves for any proper purpose and may abolish any such reserve.
6.4. Execution of Instruments
------------------------
All checks, drafts or other orders for the payment of
money, and promissory notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
6.5. Fiscal Year
-----------
The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
6.6. Seal
----
The corporate seal shall be in such form as the Board of
Directors shall approve. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
* * * * *
The foregoing Bylaws were adopted by the Board of Directors
on ________ __, 2001.
_______________________________
Secretary
13
13
TABLE OF CONTENTS
-----------------
Page
----
1. OFFICES.......................................................... 1
1.1. Registered Office....................................... 1
1.2. Other Offices........................................... 1
2. MEETINGS OF STOCKHOLDERS......................................... 1
2.1. Place of Meetings....................................... 1
2.2. Annual Meetings......................................... 1
2.3. Special Meetings........................................ 2
2.4. Notice of Meetings...................................... 2
2.5. Waivers of Notice....................................... 2
2.6. Business at Special Meetings............................ 2
2.7. List of Stockholders.................................... 2
2.8. Quorum at Meetings...................................... 3
2.9. Voting and Proxies...................................... 3
2.10. Required Vote........................................... 4
2.11. Action Without a Meeting................................ 4
3. DIRECTORS........................................................ 5
3.1. Powers.................................................. 5
3.2. Number and Election..................................... 5
3.3. Nomination of Directors................................. 5
3.4. Vacancies............................................... 6
3.5. Meetings................................................ 6
3.5.1. Regular Meetings.............................. 6
3.5.2. Special Meetings.............................. 6
3.5.3. Telephone Meetings............................ 6
3.5.4. Action Without Meeting........................ 7
3.5.5. Waiver of Notice of Meeting................... 7
3.6. Quorum and Vote at Meetings............................. 7
3.7. Committees of Directors................................. 7
3.8. Compensation of Directors............................... 8
4. OFFICERS......................................................... 8
4.1. Positions............................................... 8
4.2. Chairperson............................................. 8
4.3. President............................................... 9
4.4. Vice President.......................................... 9
4.5. Secretary............................................... 9
4.6. Assistant Secretary..................................... 9
4.7. Treasurer............................................... 9
4.8. Assistant Treasurer..................................... 10
4.9. Term of Office.......................................... 10
14
4.10. Compensation............................................ 10
4.11. Fidelity Bonds.......................................... 10
5. CAPITAL STOCK.................................................... 10
5.1. Certificates of Stock; Uncertificated Shares............ 10
5.2. Lost Certificates....................................... 11
5.3. Record Date............................................. 11
5.3.1. Actions by Stockholders....................... 11
5.3.2. Payments...................................... 12
5.4. Stockholders of Record.................................. 12
6. GENERAL PROVISIONS............................................... 12
6.1. Inspection of Books and Records......................... 12
6.2. Dividends............................................... 13
6.3. Reserves................................................ 13
6.4. Execution of Instruments................................ 13
6.5. Fiscal Year............................................. 13
6.6. Seal.................................................... 13
15
US PATRIOT, INC.
----------------
BYLAWS
------
Adopted
as of
01 OCTOBER 2001
16