EXHIBIT 3(ii)
BY-LAWS
OF
INVESTORS TITLE COMPANY
RESTATED AND AMENDED THROUGH NOVEMBER 12, 2002
ARTICLE I.
OFFICES:
Section 1. Principal Office: The principal office of the Corporation
shall be located at 121 North Columbia Street, Chapel Hill, North Carolina.
Section 2. Registered Office: The registered office of the
Corporation required by law to be maintained in the State of North Carolina may
be, but need not be, identical with the principal office.
Section 3. Other Offices: The Corporation may have offices at such
other places, either within or without the State of North Carolina, as the Board
of Directors may from time to time determine, or as the affairs of the
Corporation may require.
ARTICLE II.
MEETING OF SHAREHOLDERS:
Section 1. Place of Meetings: All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote thereat.
Section 2. Annual Meetings: The annual meeting of shareholders shall
be held on the third Wednesday in May of each year, if not a legal holiday, but
if a legal holiday, then on the next day following not a legal holiday, for the
purpose of electing directors of the Corporation and for the transaction of such
other business as may be properly brought before the meeting.
Section 3. Substitute Annual Meeting: If the annual meeting shall
not be held on the day designated by these by-laws, a substitute annual meeting
may be called in accordance with the provisions of Section 4 of this Article. A
meeting so called shall be designated and treated for all purposes as the annual
meeting.
Section 4. Special Meetings: Special meetings of the shareholders
may be called by any of the following: (a) by the Chairman of the Board of
Directors; (b) by the President of the Corporation; (c) by the Board of
Directors upon the affirmative vote of at least
seventy-five percent (75%) of the entire Board of Directors; or (d) by the
shareholders upon written request of those persons holding of record not less
than eighty percent (80%) of the total voting power of the shares entitled to
vote thereon.
Section 5. Notice of Meetings: Written or printed notice stating the
time and place of the meeting shall be delivered no fewer than 10 nor more than
60 days before the date thereof, either personally or by mail, by or at the
direction of the President or the other person calling the meeting, to each
shareholder of record entitled to vote at such meeting and to each nonvoting
shareholder entitled to notice of the meeting. If the corporation is required by
law to give notice of proposed action to nonvoting shareholders and the action
is to be taken without a meeting pursuant to Section 9 of this Article, written
notice of such proposed action shall be delivered to such shareholders not less
than 10 days before such action is taken.
If notice is mailed, such notice shall be effective when deposited
in the United States mail with postage thereon prepaid and correctly addressed
to the shareholder's address shown in the corporation's current record of
shareholders.
In the case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
it is a matter with respect to which specific notice to the shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for more than 120 days after the date
fixed for the original meeting or if a new record date for the adjourned meeting
is fixed, notice of the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for 120 days or less and no new
record date for the adjourned meeting is fixed, it is not necessary to give
notice of the adjourned meeting other than by announcement at the meeting at
which the adjournment is taken.
Section 6. Voting Lists: At least ten days before each meeting of
shareholders the Secretary of the Corporation shall prepare an alphabetical list
of the shareholders entitled to vote at such meetings, with the address of and
number of shares held by each, which list shall be kept on file at the
registered office of the Corporation for a period of ten days prior to such
meeting, and shall be subject to inspection by any shareholder at any time
during the usual business hours. This list shall also be provided and kept open
at the time and place of the meeting and shall be subject to inspection by any
shareholder during the whole time of the meeting.
Section 7. Quorum: The holders of a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at
meetings of shareholders. If there is no quorum at the opening of a meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting.
The shareholders at a meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Section 8. Voting of Shares: Each outstanding share having voting
rights shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Except in the election of directors, the vote of a majority of the
shares voted on any matter at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders on that matter, unless the vote of
a greater number is required by law or by the charter or by-laws of this
Corporation.
Voting on all matters shall be by voice or by a show of hands unless
the holders of one-tenth of the shares represented at the meeting shall, prior
to the voting on any matter, demand a ballot vote on that particular matter.
Section 9. Informal Action by Shareholders: Any action which may be
taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the persons who would be entitled to vote upon such action at a meeting, and
filed with the Secretary of the Corporation to be kept in the Corporate Minute
Book.
ARTICLE III.
DIRECTORS
Section 1. General Powers: The business and affairs of the
Corporation shall be managed by the Board of Directors or by such Executive
Committees as the Board may establish pursuant to these by-laws.
Section 2. Number, Term and Qualifications: The number of Directors
of the Corporation shall not be less than nine nor more than twelve as
determined, from time to time, by the shareholders. The Board shall be divided
into three classes, having staggered terms of three years each. Each director
shall hold office until his death, resignation, retirement, removal,
disqualification, or his successor is elected and qualified. Directors need not
be residents of the State of North Carolina or shareholders of the Corporation.
Section 3. Election of Directors: Except as provided in Section 6 of
this Article, the directors shall be elected at the annual meeting of
shareholders; and those persons who receive the highest number of votes shall be
deemed to have been elected.
Section 4. Removal: Neither the entire Board of Directors nor any
individual director of the corporation shall be removed from office, with or
without cause, unless a meeting of the shareholders of the corporation is held
to act thereon and there is obtained the approval of a percentage of all votes
entitled to be cast thereon of at least eighty percent (80%); provided, however,
that if any such removal shall have been recommended to the shareholders of the
corporation by a resolution of the Board of Directors adopted by the affirmative
vote of seventy-five percent (75%) of the entire Board of Directors, then such
removal may be effected if a meeting of the shareholders of the corporation is
held to act thereon and there is obtained the approval of a percentage of all
votes entitled to be cast thereon equal to a majority of all votes entitled to
be cast thereon; provided, further, that any such removal may be effected
without a meeting or vote of the shareholders of the corporation if a resolution
determining that cause exists for such removal shall be adopted by the
affirmative vote of seventy-five percent (75%) of the entire Board of Directors.
Section 5. Vacancies: A vacancy occurring in the Board of Directors
may be filled by a majority of the remaining directors, though less than a
quorum, or by the sole remaining Directors; but a vacancy created by an increase
in the authorized number of Directors shall be filled only by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
The shareholders may elect a director at any time to fill any vacancy not filled
by the directors.
Section 6. Chairman: There may be a Chairman of the Board of
Directors elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
Section 7. Compensation: The Board of Directors may compensate
directors for their services.
Section 8. Executive Committee: The Board of Directors may, by
resolution adopted by a majority of the number of directors fixed by these
by-laws, designate two or more directors to constitute an Executive Committee,
which committee to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
Corporation.
Section 9. Indemnification: Any person who at any time serves or has
served as a director of the corporation, or who, while serving as a director of
the corporation, serves or has served, at the request of the corporation, as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or
administrator under an employee benefit plan, shall have a right to be
indemnified by the corporation to the fullest extent permitted by law against
(a) all expenses, including but not limited to attorneys' fees, the costs of any
investigation, experts and similar expenses incurred by him in connection with
any threatened, pending, or completed civil, criminal, administrative,
investigative, or arbitrative action, suit or proceeding (and any appeal
therein), whether or not brought by or on behalf of the corporation, seeking to
hold him liable by reason of the fact that he is or was acting in such capacity,
and (b) all payments made by him in satisfaction of any judgment, money decree,
fine (including an excise tax assessed with respect to an employee benefit
plan), penalty, or settlement for which he may have become liable in any such
action, suit or proceeding.
The Board of Directors of the corporation shall take all such action
as may be necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw.
To the fullest extent from time to time permitted by law, the
Company agrees to pay as incurred all the expenses, including but not limited to
attorneys' fees and expenses of any person indemnified hereunder, incurred in
defending any action, proceeding, suit or investigation and in advance of the
final disposition of such action, proceeding, suit or investigation.
Any person who at any time after the adoption of this bylaw serves
or has served in the aforesaid capacity for or on behalf of the corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Such right
shall inure to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may be entitled
apart from the provision of this bylaw.
ARTICLE IV.
MEETING OF DIRECTORS
Section 1. Regular Meetings: A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition the Board of Directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.
Section 2. Special Meetings: Special Meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. Such meetings may be held either within or without the State of North
Carolina.
Section 3. Notice of Meetings: Regular meetings of the Board of
Directors may be held without notice.
The person or persons calling a special meeting of the Board of
Directors shall, at least two days before the meeting, give notice thereof by
the usual means of communication. Such notice need not specify the purpose for
which the meeting is called.
Attendance by a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called.
Section 4. Quorum: A majority of the directors fixed by these
by-laws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.
Section 5. Manner of Acting: Except as otherwise provided in this
section, the act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
The vote of a majority of the number of directors fixed by these
by-laws shall be required to adopt a resolution constituting an executive
committee. The vote of a majority of the directors then holding office shall be
required to adopt, amend or repeal a by-law, or to adopt a resolution dissolving
the corporation without action by the shareholders. Vacancies in the Board of
Directors may be filled as provided in Article III, Section 6 of these by-laws.
Section 6. Informal Action by Directors: Action taken by a majority
of the directors without a meeting is nevertheless Board action if written
consent to the action in question is signed by all the directors and filed with
the minutes of the proceedings.
Section 7. Secretary: The Secretary shall keep accurate records of
the acts and proceedings of all meetings of shareholders and directors. He shall
give all notices required by law and by these by-laws. He shall have general
charge of the corporate books and records and of the corporate seal, and he
shall affix the corporate seal to any lawfully executed instrument requiring it.
He shall have general charge of the stock transfer books of the Corporation and
shall keep, at the registered or principal office of the Corporation, a record
of shareholders showing the name and address of each shareholder and the number
and class of the shares held by each. He shall sign such instruments as may
require his signature, and, in general, shall perform all duties incident to the
office of Secretary and such other duties as may be assigned to him from time to
time by the President or by the Board of Directors.
Section 8. Treasurer: The Treasurer shall have custody of all funds
and securities belonging to the Corporation and shall receive, deposit or
disburse the same under the direction of the Board of Directors. He shall keep
full and accurate accounts of the finances of the Corporation in books
especially provided for that purpose; and he shall cause a true statement of its
assets and liabilities as of the close of each fiscal year and of the results of
its operations and of changes in surplus for such fiscal year, all in reasonable
detail, including particulars as to convertible securities then outstanding, to
be made and filed at the registered or principal office of the Corporation
within four months after the end of such fiscal year. The statement so filed
shall be kept available for inspection by any shareholder for a period of ten
years; and the Treasurer shall mail or otherwise deliver a copy of the latest
such statement to any shareholder upon his written request thereof. The
Treasurer shall, in general perform all duties incident to his office and such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.
Section 9. Assistant Secretaries and Treasurers: The Assistant
Secretaries and Assistant Treasurers shall, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties and exercise the
powers of those offices, and they shall, in general, perform such other duties
as shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the President or the Board of Directors.
Section 10. Bonds: The Board of Directors may by resolution require
any or all officers, agents and employees of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of Directors.
ARTICLE V.
OFFICERS
Section 1. Number: The officers of the Corporation shall consist of
a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant
Secretaries, Assistant Treasurers and other officers as the Board of Directors
may from time to time elect. Any two or more offices may be held by the same
person, except the offices of President and Secretary.
Section 2. Election and Term: The officers of the Corporation shall
be elected by the Board of Directors. Such elections may be held at any regular
or special meeting
of the Board. Each officer shall hold office until his death, resignation,
retirement, removal, disqualification, or his successor is elected and
qualified.
Section 3. Removal: Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board with or without cause; but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 4. Compensation: The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 5. President: The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall supervise and control the management of the Corporation in
accordance with these by-laws.
He shall, when present, preside at all meetings of shareholders. He
shall sign, with any other proper officer, certificates for shares of the
Corporation and any deeds, mortgages, bonds, contracts, or other instruments
which may be lawfully executed on behalf of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated by the Board of
Directors to some other officer or agent; and, in general, he shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. Vice-Presidents: The Vice-Presidents in the order of
their election, unless otherwise determined by the Board of Directors, shall, in
the absence or disability of the President, perform the duties and exercise the
powers of that office. In addition, they shall perform such other duties and
have such other powers as the Board of Directors shall prescribe.
ARTICLE VI.
CONTRACTS, LOANS AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans: No loans to or from the Corporation shall be
contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts: All checks, drafts or other orders for
the payment of money issued in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.
Section 4. Deposits: All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as the Board of Directors shall direct.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares: Certificates representing shares
of the Corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. These
certificates shall be signed by the President or any Vice-President and the
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall be
consecutively numbered or otherwise identified; and the name and address of the
persons, corporations, firms or organizations to whom they are issued, with the
number of shares and date of issue, shall be entered on the stock transfer books
of the Corporation.
Section 2. Transfer of Shares: Transfer of shares shall be made on
the stock transfer books of the Corporation only upon surrender of the
certificates for the shares sought to be transferred by the record holder
thereof or by his duly authorized agent, transferee or legal representative. All
certificates surrendered for transfer shall be cancelled before new certificates
for the transferred shares shall be issued.
Section 3. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of a meeting of shareholders, to demand a
special meeting, to vote, to take any other action, or to receive a dividend
with respect to their shares, the Board of Directors may fix in advance a date
as the record date for any such determination of shareholders. Such record date
fixed by the Board of Directors under this Section shall not be more than 70
days before the meeting or action requiring a determination of shareholders.
If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to a dividend, the close of the business day before the first notice is
delivered to shareholders or the date on which the Board of Directors authorizes
the dividend, as the case may be, shall be the record date for such
determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
Section 4. Lost Certificates: The Board of Directors may authorize
the issuance of a new share certificate in place of a certificate claimed to
have been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the Corporation a bond
in such sum as it may direct to indemnify the Corporation against loss from
any claim with respect to the certificate claimed to have been lost or
destroyed; or the Board may, by resolution reciting that the circumstances
justify such action, authorize the issuance of the new certificate without
requiring such a bond.
ARTICLE VIII.
GENERAL PROVISIONS
Section 1. Dividends: The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and by its charter.
Section 2. Seal: The corporate seal of the Corporation shall consist
of two concentric circles between which is the name of the Corporation and in
the center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the Corporation.
Section 3. Waiver of Notice: Whenever any notice is required to be
given to any shareholder or director under the provisions of the North Carolina
Business Corporation Act or under the provisions of the charter or by-laws of
this Corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.
Section 4. Fiscal Year: Unless otherwise ordered by the Board of
Directors, the fiscal year of the Corporation shall be from January 1 to
December 31.
Section 5. Amendments: Except as otherwise provided herein, these
by-laws may be amended or repealed and new by-laws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special meeting of the Board of Directors.
The Board of Directors shall have no power to adopt a by-law: (1)
requiring more than a majority of the voting shares for a quorum at a meeting of
shareholders or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; (2)
providing for the management of the Corporation otherwise than by the Board of
Directors or its Executive Committees; (3) increasing or decreasing the number
of directors; (4) classifying and staggering the election of directors. No
by-law adopted or amended by the shareholders shall be altered or repealed by
the Board of Directors.
No provision of the by-laws may be amended, altered or repealed by
the shareholders of the corporation unless a meeting of the shareholders is held
to act thereon and there is obtained the approval of a percentage of all the
votes entitled to be cast on at least eighty percent (80%); provided, however,
that the approval of the majority of all the votes entitled to be cast shall be
sufficient to approve any such amendment, alteration or repeal that has been
favorably recommended to the shareholders by resolution adopted by the
affirmative vote of at least seventy-five percent (75%) of the entire Board of
Directors.