Exhibit 3.20b
ecom-division, Inc.
BYLAWS
Adopted
as of
January 12, 2000
TABLE OF CONTENTS
1. CORPORATE OFFICES 1
1.1. Registered Office 1
1.2. Other Offices 1
2. MEETINGS OF SHAREHOLDERS 1
2.1. Time 1
2.2. Place 1
2.3. Notice 2
2.3.1. Time 2
2.3.2. Purposes of Meeting 2
2.3.3. Adjournment 2
2.3.4. Exceptions 2
2.3.5. Nominations; Proposals 3
2.4. Special Meetings 3
2.5. Quorum 3
2.5.1. Requirement 3
2.5.2. Articles of Incorporation 4
2.5.3. Amendment to Articles of Incorporation 4
2.6. Voting 4
2.6.1. Votes Per Share 4
2.6.2. Signature 4
2.6.3. Action on a Matter 5
2.6.4. Election of Directors 5
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2.7. Proxies 5
2.7.1. Terms 5
2.7.2. Means to Grant Authority 6
2.8. Fixing Record Date 6
2.9. Conduct of Meetings 7
2.10. Action Without Meeting 7
2.10.1. Consent 7
2.10.2. Record Date 7
2.10.3. Effect 7
2.10.4. Notice 8
2.11. Shareholder List for Meeting 8
3. DIRECTORS 8
3.1. Powers 8
3.2. Number of Directors 9
3.3. Election and Term of Office 9
3.3.1. Election of Directors 9
3.3.2. Term of Office 9
3.3.3. Consent 9
3.4. Vacancies 9
3.5. Resignation and Removal of Directors 10
3.5.1. Resignation 10
3.5.2. Removal 10
3.6. Place of Meetings 10
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3.7. Regular Meetings 10
3.8. Special Meetings -- Call and Notice 10
3.9. Meetings by Telephone 11
3.10. Quorum; Vote 11
3.11. Presumption of Assent 11
3.12. Board Action Without a Meeting 11
3.13. Compensation 12
4. COMMITTEES 12
4.1. Creation of Committees 12
4.2. Committee Authority 12
5. OFFICERS 13
5.1. Required Officers 13
5.2. Election and Term of Office 13
5.3. Resignation and Removal of Officers 13
5.4. Duties and Powers 13
5.4.1. Chairperson 13
5.4.2. President 14
5.4.3. Vice President 14
5.4.4. Secretary 14
5.4.5. Assistant Secretary 14
5.4.6. Treasurer 15
5.4.7. Assistant Treasurer 15
5.5. Compensation of Officers 15
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6. SHARE PROVISIONS 15
6.1. Subscription for Shares Before Incorporation 15
6.2. Issuance of Shares 15
6.3. Liability for Shares Issued before Payment 16
6.4. Certificates Evidencing Shares 16
6.5. Shares without Certificates 17
6.6. Lost Certificates 17
6.7. Shareholders of Record 17
6.8. Distributions to Shareholders 17
7. MISCELLANEOUS 18
7.1. Corporate Records 18
7.2. Financial Statements for Shareholders 18
7.3. Corporate Seal 19
7.4. Fiscal Year 19
7.5. Checks, Notes and Drafts 19
7.6. Waiver of Notice 19
7.6.1. By Shareholder 19
7.6.2. By Director 19
8. AMENDMENT OF BYLAWS 20
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BYLAWS
OF
ecom-division, Inc.
1. CORPORATE OFFICES
1.1. Registered Office
The address of the registered office of the Corporation shall be
5511 Staples Mill Road, Richmond, Virginia, 23228, and the registered agent at
such address shall be Edward R. Parker, Esq.
1.2. Other Offices
The Corporation may also have other offices at such locations both
within and without the Commonwealth of Virginia as the Board of Directors may
from time to time determine or as the business of the Corporation may require.
2. MEETINGS OF SHAREHOLDERS
2.1. Time
Annual meetings of shareholders shall be held on the second Tuesday
of May, if not a legal holiday, and if a legal holiday, then on the next secular
day following, at 10:00 a.m., or on such other date and at such other time as
shall be designated from time to time by the Board of Directors and as shall be
stated in a notice of the meeting or a duly executed waiver of notice thereof.
2.2. Place
All meetings of shareholders shall be held in the City of Virginia
Beach, in the Commonwealth of Virginia or at such other place within or without
Virginia as may be designated for that purpose from time to time by the Board of
Directors and stated in the notice of the meeting or a duly executed waiver of
notice thereof.
2.3. Notice
2.3.1. Time
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The Corporation shall notify shareholders of the date, time, place
of each annual and special shareholders' meeting. Such notice shall be given no
less than 10 nor more than 60 days before the meeting date, except that notice
of a shareholders' meeting to act on an amendment of the Articles of
Incorporation, a plan of merger or share exchange, a proposed sale of assets
which must be approved by the shareholders, or the dissolution of the
Corporation, shall be given not less than 25 nor more than 60 days before the
meeting date. Unless otherwise required by the Articles of Incorporation or by
law, the Corporation is required to give notice only to shareholders entitled to
vote at the meeting.
2.3.2. Purposes of Meeting
Unless otherwise required by the Articles of Incorporation or by
law, notice of an annual meeting need not state the purpose or purposes for
which the meeting is called. Notice of a special meeting shall state the purpose
or purposes for which the meeting is called.
2.3.3. Adjournment
If an annual or special meeting is adjourned to a different date,
time, or place, notice need not be given if the new date, time, or place is
announced at the meeting before adjournment. If a new record date for the
adjourned meeting is fixed as specified in Section 2.8 of these Bylaws or by
law, however, notice of the adjourned meeting shall be given to persons who are
shareholders as of the new record date.
2.3.4. Exceptions
Notwithstanding the foregoing, no notice of a shareholder meeting
need be given to a shareholder if (i) an annual report and proxy statements for
two consecutive annual meetings of shareholders or (ii) all, and at least two,
checks in payment of dividends or interest on securities during a twelve-month
period, have been sent by first-class United States mail, addressed to the
shareholder at his or her address as it appears on the share transfer books of
the Corporation, and returned undeliverable. The obligation of the Corporation
to give notice of shareholder meetings to any such shareholder shall be
reinstated once the Corporation has received a new address for such shareholder
for entry on its share transfer books.
2.3.5. Nominations; Proposals
Nominations for the election of directors and proposals for
consideration at a meeting shall be made by the Board of Directors or by any
shareholder entitled to vote in elections of directors. However, any shareholder
entitled to vote in elections of directors may nominate one or more persons for
election as directors or may present a proposal for consideration at an annual
meeting only if written notice of such shareholder's intent to make such
proposal, nomination or nominations has been given, either by personal delivery
or by United States registered or certified mail, postage prepaid, to the
Secretary of the Corporation not later than 90 days prior to the date of
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the anniversary of the immediately preceding annual meeting. Each notice shall
set forth (i) the name and address of the shareholder who intends to make the
nomination or proposal and of the person or persons to be nominated, (ii) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice or to present the proposal, (iii) a description of all arrangements,
understandings or relationships between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
proposal, nomination or nominations are to be made by the shareholder and (iv)
such other information regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to have been nominated, by the Board of Directors, and
shall include a consent signed by each such nominee to serve as a director of
the Corporation if so elected. The chairperson of the meeting may refuse to
acknowledge any proposal or the nomination of any person not made in compliance
with the foregoing procedure.
2.4. Special Meetings
Special meetings of shareholders may be called by the Chairperson of
the Board of Directors, the President or by the Board of Directors. Only
business within the purpose or purposes described in the meeting notice may be
conducted at a special shareholder meeting.
2.5. Quorum
2.5.1. Requirement
Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless otherwise provided by the Articles of Incorporation or by
law, a majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter. Once
a share is represented for any purpose at a meeting, 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 shall be set for the adjourned meeting.
Less than a quorum may adjourn a meeting.
2.5.2. Articles of Incorporation
The Articles of Incorporation may provide for (i) a lesser or
greater quorum requirement for shareholders, but not less than one-third of the
shares eligible to vote, or voting groups of shareholders, or (ii) a greater
voting requirement for shareholders, or voting groups of shareholders, than is
provided in this Section 2.5.
2.5.3. Amendment to Articles of Incorporation
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An amendment to the Articles of Incorporation that adds, changes, or
deletes a quorum or voting requirement shall meet the quorum requirement and be
adopted by the vote and voting groups required to take action under the quorum
and voting requirements then in effect.
2.6. Voting
2.6.1. Votes Per Share
Unless provided otherwise by the Articles of Incorporation or by
law, each outstanding share, regardless of class, is entitled to one vote on
each matter voted on at a shareholders' meeting. Unless the Articles of
Incorporation provide otherwise, in the election of directors, each outstanding
share, regardless of class, is entitled to one vote for as many persons as there
are directors to be elected at that time and for whose election the shareholder
has a right to vote.
2.6.2. Signature
If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder. If the name signed on a vote,
consent, waiver or proxy appointment does not correspond to the name of its
shareholder, the Corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, waiver or proxy appointment and give it effect as
the act of the shareholder to the full extent permitted by law. The Corporation
is entitled to reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has reasonable basis for doubt about the validity of the signature on it
or about the signatory's authority to sign for the shareholder.
2.6.3. Action on a Matter
If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by the Articles of Incorporation
or by law. If the Articles of Incorporation or law provides for voting by a
single voting group on a matter, action on that matter is taken when voted upon
by that voting group as provided in this Section 2.6 or by law. If the Articles
of Incorporation or law provides for voting by two or more voting groups on a
matter, action on that matter is taken only when voted upon by each of those
voting groups counted separately as provided in this Section 2.6 or by law.
Action may be taken by one voting group on a matter even though no action is
taken by another voting group entitled to vote on the matter.
2.6.4. Election of Directors
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Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
2.7. Proxies
2.7.1. Terms
A shareholder may vote his or her shares in person or by proxy. An
appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes. An appointment is valid for 11
months unless a longer period is expressly provided in the appointment form. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest. An irrevocable appointment is revoked when the interest with
which it is coupled is extinguished. The death or incapacity of the shareholder
appointing a proxy does not affect the right of the Corporation to accept the
proxy's authority unless notice of the death or incapacity is received by the
Secretary or other officer or agent authorized to tabulate votes before the
proxy exercises such proxy's authority under the appointment. Subject to any
express limitation on the proxy's authority appearing on the face of the
appointment form and other limitations provided by law, the Corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment. Any fiduciary who is entitled to vote any shares may
vote such shares by proxy.
2.7.2. Means to Grant Authority
Without limiting the manner in which a shareholder may authorize
another person or persons to act for such shareholder as proxy pursuant to this
Section, the following shall constitute a valid means by which a shareholder may
grant such authority:
A shareholder may execute a writing authorizing another person or
persons to act for such shareholder as proxy. Execution may be accomplished by
the shareholder or such shareholder's authorized officer, director, employee or
agent signing such writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature.
A shareholder may authorize another person or persons to act for
such shareholder as proxy by transmitting or authorizing the transmission of a
telegram, cablegram or other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which the inspectors of election can
determine that the telegram, cablegram or other electronic transmission was
authorized by the shareholder. If it is determined that such telegrams,
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cablegrams or other electronic transmissions are valid, the inspectors, or if
there are no inspectors, such other persons making that determination, shall
specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission created pursuant to this subsection may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.
2.8. Fixing Record Date
The Board of Directors may fix a future date as the record date for
one or more voting groups in order to make a determination of shareholders for
any purpose. The record date may not be more than 70 days before the meeting or
action requiring a determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a shareholder meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
2.9. Conduct of Meetings
The Chairperson shall preside over all meetings of the shareholders
as chairperson of the meeting. If the Chairperson is not present, the President,
or if the President is not present, the Vice President, if any (or if there be
more than one, the Vice Presidents in the order determined by the Board of
Directors, or if not so determined, in the order of their election), or if there
is no Vice President, the Treasurer, shall preside. If none of such officers is
present, a chairperson shall be elected by the meeting. The Secretary of the
Corporation shall act as secretary of all the meetings if the Secretary is
present. If the Secretary is not present, the chairperson shall appoint a
secretary of the meeting. The chairperson of the meeting may appoint one or more
inspectors of election to determine the qualification of voters, the validity of
proxies, and the results of ballots.
2.10. Action Without Meeting
2.10.1. Consent
Action required or permitted to be taken at a shareholder meeting
may be taken without a meeting and without action by the Board of Directors if
the action is taken by all the shareholders entitled to vote on the action. The
action shall be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Secretary of the Corporation for inclusion in the minutes or
filing with the corporate records. Any action taken by unanimous written consent
shall be effective according to its terms when all
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consents are in possession of the Corporation. A shareholder may withdraw
consent only by delivering a written notice of withdrawal to the Corporation
prior to the time that all consents are in the possession of the Corporation.
Action taken under this Section is effective as of the date specified therein
provided the consent states the date of execution by each shareholder.
2.10.2. Record Date
If not otherwise determined as specified in Section 2.8 of these
Bylaws or by law, the record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder signs the consent
under Section 2.10.1 of these Bylaws.
2.10.3. Effect
A consent meeting the requirements of this Section 2.10 has the
effect of a unanimous vote of voting shareholders and may be described as such
in any document filed with the Virginia State Corporation Commission.
2.10.4. Notice
If notice of proposed action is required by law to be given to
nonvoting shareholders and the action is to be taken by unanimous consent of the
voting shareholders, the Corporation shall give its nonvoting shareholders
written notice of the proposed action at least 10 days before the action is
taken. The notice shall contain or be accompanied by the same material that by
law would have been required to be sent to nonvoting shareholders in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.
2.11. Shareholder List for Meeting
The officer or agent having charge of the share transfer books of
the Corporation shall make, at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the number of shares
held by each. The list shall be arranged by voting group and within each voting
group by class or series of shares. For a period of 10 days prior to the
meeting, the list of shareholders shall be kept on file at the registered office
of the Corporation or at its principal office or at the office of its transfer
agent or registrar and shall be subject to inspection by any shareholder at any
time during usual business hours.
Such list shall be produced and kept open at the time and place of
the meeting. The original share transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
If the requirements of this Section have not been substantially
complied
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with, the meeting shall, on the demand of any shareholder in person or by proxy,
be adjourned until the requirements are complied with. Refusal or failure to
prepare or make available the shareholder list does not affect the validity of
action taken at the meeting prior to the making of any such demand, but any
action taken by the shareholders after the making of any such demand shall be
invalid and of no effect.
3. DIRECTORS
3.1. Powers
All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation managed under the direction
of, the Board of Directors, subject to any limitation set forth in the Articles
of Incorporation.
3.2. Number of Directors
The Board of Directors shall consist of not less than one (1) nor
more than ten (10) directors, as a majority of the Board of Directors shall
determine from time to time.
3.3. Election and Term of Office
3.3.1. Election of Directors
Except as provided in Section 3.4 of these Bylaws, directors shall
be elected at the annual shareholders meeting.
3.3.2. Term of Office
Each director shall hold office until such director's term expires
or until such director's earlier death, resignation or removal. Despite the
expiration of a director's term, such director continues to serve until such
director's successor is elected and qualifies or until there is a decrease in
the number of directors. A decrease in the number of directors does not shorten
an incumbent director's term. The terms of the directors expire at the next
annual shareholders meeting following their election.
3.3.3. Consent
No individual shall be named or elected as a director without such
individual's prior consent.
3.4. Vacancies
Unless the Articles of Incorporation provide otherwise, if a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number
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of directors, (1) the shareholders may fill the vacancy, (2) the Board of
Directors may fill the vacancy, or (3) if the directors remaining in office
constitute fewer than a quorum, they may fill the vacancy by the affirmative
vote of a majority of directors remaining in office. Unless the Articles of
Incorporation provide otherwise, if the vacant office was held by a director
elected by a voting group of shareholders, only the holders of that voting group
are entitled to vote to fill the vacancy if it is to be filled by the
shareholders. A vacancy that will occur at a specific later date may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs.
3.5. Resignation and Removal of Directors
3.5.1. Resignation
A director may resign at any time by delivering written notice to
the Board of Directors, the Chairperson, the President, or the Secretary. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.
3.5.2. Removal
The shareholders may remove one or more directors with or without
cause, unless the Articles of Incorporation provide that directors may be
removed only with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove such director. Unless the Articles of Incorporation require a
greater vote, a director may be removed if the number of votes cast to remove
such director constitutes a majority of the votes entitled to be cast at an
election of directors of the voting group or voting groups by which such
director was elected. A director may be removed by the shareholders only at a
meeting called for the purpose of removing such director and the meeting notice
must state that the purpose, or one of the purposes of the meeting, is the
removal of the director.
3.6. Place of Meetings
The Board of Directors may hold regular or special meetings in or
out of the Commonwealth of Virginia.
3.7. Regular Meetings
Unless the Articles of Incorporation provide otherwise, regular
meetings of the Board of Directors may be held, without notice of the date,
time, place, or purpose of the meeting, as may be designated from time to time
by resolution of the Board.
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3.8. Special Meetings -- Call and Notice
Special meetings of the Board of Directors may be called at any time
by the Chairperson, or if the Chairperson is absent or unable or refuses to act,
by the President or Secretary, or by directors constituting at least one-third
of the full Board of Directors. Written notice of any special meeting shall be
given to each director at least one day prior thereto either personally or by
telegram, or at least five days prior thereto by mail, addressed to such
director at the director's address as it appears in the records of the
Corporation. Such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid, or when delivered
to the telegraph company if sent by telegram. The notice need not describe the
purpose of the special meeting unless required by the Articles of Incorporation.
3.9. Meetings by Telephone
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may 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.
3.10. Quorum; Vote
Unless the Articles of Incorporation require a greater number for
the transaction of all business or any particular business, a quorum of a Board
of Directors consists of a majority of the number of directors in office
immediately before the meeting begins. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
Board of Directors unless the Articles of Incorporation require the vote of a
greater number of directors.
3.11. Presumption of Assent
A director who is present at a meeting of the Board of Directors or
a committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless (i) such director objects at the
beginning of the meeting, or promptly upon such director's arrival, to holding
it or to transacting specified business at the meeting, or (ii) such director
votes against, or abstains from, the action taken.
3.12. Board Action Without a Meeting
Unless the Articles of Incorporation provide otherwise, action
required or permitted by law to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board. The
action shall be
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evidenced by one or more written consents stating the action taken, signed by
each director either before or after the action taken, and included in the
minutes or filed with the corporate records reflecting the action taken. Action
taken under this Section 3.12 is effective when the last director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director. A consent signed under
this Section 3.12 has the effect of a meeting vote and may be described as such
in any document.
3.13. Compensation
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may fix the compensation of directors and members of committees and
may provide for reimbursements for expenses. No such compensation shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
4. COMMITTEES
4.1. Creation of Committees
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may create one or more committees and appoint members of the Board of
Directors to serve on them. Each committee may have two or more members, who
serve at the pleasure of the Board of Directors. The creation of a committee and
appointment of members to it shall be approved by a majority of all the
directors in office when the action is taken. The same rules that govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board of Directors apply to committees and their
members as well.
4.2. Committee Authority
To the extent specified by the Board of Directors or in the Articles
of Incorporation, each committee may exercise the authority of the Board of
Directors, except that a committee may not: (i) approve or recommend to
shareholders action that is required by law to be approved by shareholders; (ii)
fill vacancies on the Board or on any of its committees; (iii) amend the
Articles of Incorporation; (iv) adopt, amend, or repeal these Bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi) authorize or
approve a distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee, or a senior
executive officer of the Corporation, to do so within limits specifically
prescribed by the Board of Directors.
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5. OFFICERS
5.1. Required Officers
The Corporation shall have a President and a Secretary and such
other officers as are appointed by the Board of Directors, including one or more
Vice Presidents, Assistant Secretaries or Assistant Treasurers, who shall,
unless these Bylaws otherwise provide, perform the duties prescribed by the
Board of Directors or by direction of an officer authorized by the Board of
Directors to prescribe the duties of other officers. The same individual may
simultaneously hold more than one office.
5.2. Election and Term of Office
Each officer of the Corporation shall be elected by the Board of
Directors and shall serve until such officer's successor is elected, qualifies,
or until such officer's earlier death, resignation or removal. The Secretary and
Treasurer shall have the authority to appoint one or more Assistant Secretaries
or Assistant Treasurers, respectively. Election or appointment of an officer
shall not of itself create any contractual rights.
5.3. Resignation and Removal of Officers
An officer may resign at any time by delivering notice to the
Corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the Corporation accepts the future date, the Corporation may fill
the pending vacancy before the effective date if the successor does not take
office until the effective date. The Board of Directors may remove any officer
or assistant officer at any time with or without cause and any officer or
assistant officer, if appointed by another officer, may likewise be removed by
such officer. Removal of an officer shall not affect any such officer's contract
rights, if any, with the Corporation, nor shall the resignation of an officer
affect the Corporation's contract rights, if any, with such officer.
5.4. Duties and Powers
5.4.1. Chairperson
The Chairperson shall be the presiding officer of the Corporation
and shall have such other authority and duties as the Board of Directors may
from time to time prescribe.
5.4.2. President
The President shall be the chief executive officer of the
Corporation. The President shall have the responsibility for general and active
management and
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supervision of the activities of the Corporation, for ensuring that all orders
and resolutions of the Board of Directors are carried into effect, for
performing all other duties which are incidental to the office of President, and
for performing such other duties as the Board of Directors may from time to time
prescribe. The President shall have authority to enter into contracts on behalf
of the Corporation.
5.4.3. Vice President
The Vice President (or if there be more than one, the Vice
Presidents in the order determined by the Board of Directors, or if not so
determined, in the order of their election) shall have the responsibility for
performing the duties and exercising the powers of the President in the absence
or disability of the President, and shall have the responsibility for performing
such other duties and shall have such other powers as the Board or the President
may from time to time prescribe.
5.4.4. Secretary
The Secretary shall have the responsibility for preparing and
maintaining custody of minutes of director and shareholder meetings, for
authenticating records of the Corporation, for issuing proper notices of all
meetings, for maintaining the share transfer books, for performing all other
duties which are incident to the office of Secretary, and for performing such
other duties as prescribed by the Board of Directors or the President. The
Secretary shall have custody of the corporate seal of the Corporation, and the
Secretary, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by the
signature of the Secretary or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by such officer's signature.
The Secretary may also attest all instruments signed by the President or any
Vice President.
5.4.5. Assistant Secretary
The Assistant Secretary or Assistant Secretaries shall have the
authority to affix the corporate seal to any instrument requiring it, and when
so affixed it may be attested by the signature of the Assistant Secretary. The
Assistant Secretary or Assistant Secretaries may also attest all instruments
signed by the President or any Vice President. The Assistant Secretary or
Assistant Secretaries shall have no authority, express or implied, except as
provided in these Bylaws.
5.4.6. Treasurer
The Treasurer shall have the responsibility for collecting all
moneys due the Corporation and for maintaining custody of the funds of the
Corporation and for placing the same in such depositories in the name and to the
credit of the Corporation as may be approved by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as ordered by the Board of
Directors, shall keep accurate accounts of all receipts and disbursements, and
shall render to the President (and to the Board of
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Directors, when the Board of Directors so requires) an account of all
transactions and of the financial condition of the Corporation. The Treasurer
shall, at the discretion of the Board of Directors, furnish a satisfactory bond
in such sum as the Board of Directors shall prescribe. The Treasurer shall
perform such other duties as the Board of Directors or the President may from
time to time prescribe.
5.4.7. Assistant Treasurer
The Assistant Treasurer shall, in the absence or disability of the
Treasurer, have the responsibility for performing the duties and exercising the
powers of the Treasurer, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
5.5. Compensation of Officers
The Board of Directors may fix the compensation of officers and
provide for reimbursement of expenses.
6. SHARE PROVISIONS
6.1. Subscription for Shares Before Incorporation
A subscription for shares entered into before incorporation is
irrevocable for 6 months unless the subscription agreement provides otherwise or
all the subscribers agree to revocation. Shares issued pursuant to subscriptions
entered into before incorporation are fully paid and nonassessable when the
Corporation receives the consideration specified in the subscription agreement.
6.2. Issuance of Shares
Any issuance of shares must be authorized by the Board of Directors.
Shares may be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Corporation. A good faith determination by the Board of Directors that
the consideration received or to be received for the shares to be issued is
adequate is conclusive insofar as the adequacy of consideration relates to
whether the shares are validly issued, fully paid and nonassessable. When the
Board of Directors has made such a determination and the Corporation has
received the consideration, the shares issued therefor are fully paid and
nonassessable. Where it cannot be determined that outstanding shares are fully
paid and nonassessable, there shall be a conclusive presumption that such shares
are fully paid and nonassessable if the Board of Directors makes a good faith
determination that there is no substantial evidence that the full consideration
for such shares has not been paid.
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6.3. Liability for Shares Issued before Payment
A purchaser of shares from the Corporation is not liable to the
Corporation with respect to the shares except to pay the consideration for which
the shares were authorized to be issued as provided in Section 6.2 or specified
in the subscription agreement under Section 6.1 of these Bylaws.
6.4. Certificates Evidencing Shares
Shares may but need not be represented by certificates. Each share
certificate shall state on its face (i) the name of the Corporation and that the
Corporation is organized under the law of the Commonwealth of Virginia, (ii) the
name of the person to whom issued, and (iii) the number and class of shares and
the designation of the series, if any, that the certificate represents. If the
Corporation is authorized to issue different classes of shares or different
series within a class, the designations, relative rights, preferences, and
limitations applicable to each class and the variations in rights, preferences,
and limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate for shares of such class or series.
Alternatively, each certificate may state conspicuously on its front or back
that the Corporation will furnish the shareholder this information on request in
writing and without charge. Each share certificate shall be signed (i) by the
Chairperson, if any, or the President or a Vice President and by the Secretary
or Assistant Secretary or Treasurer or Assistant Treasurer or (ii) by the Board
of Directors, and each such share certificate may bear the corporate seal or its
facsimile. Any or all of the signatures on the certificates may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon 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 same effect as if he or she were such
officer, transfer agent or registrar on the date of issue.
6.5. Shares without Certificates
Unless the Articles of Incorporation provide otherwise, the Board of
Directors may authorize the issue of some or all of the shares of any or all of
its classes or series without certificates. Within a reasonable time after the
issue or transfer of shares without certificates, the Corporation shall send the
shareholder a written statement of the information required on certificates by
law and by Section 6.4 of these Bylaws.
6.6. Lost Certificates
The Board of Directors or the President may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit
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of that fact by the person claiming the certificates for shares to have been
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or such owner's legal representative (1) to
advertise the same in such manner as it shall require and/or (2) to give the
Corporation a bond in such sum as it may direct as indemnity or otherwise to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.
6.7. Shareholders of Record
The Corporation shall be entitled to recognize the exclusive right
of a person or entity shown by the records of the Corporation to be the owner of
shares of its outstanding capital stock, to vote such shares, to receive
dividends and notifications, and to exercise all the rights and powers of an
owner; and the Corporation shall not be bound to recognize any equitable or
other claim or interest in such shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by law.
6.8. Distributions to Shareholders
The Board of Directors may authorize and the Corporation may make
distributions to its shareholders, subject to restrictions in the Articles of
Incorporation and the limitations in this Section 6.8. If the Board of Directors
does not fix the record date for determining shareholders entitled to a
distribution, other than one involving a repurchase or reacquisition of shares,
it is the date the Board of Directors authorizes the distribution. No
distribution may be made if, after giving it effect (i) the Corporation would
not be able to pay its debts as they become due in the usual course of business;
or (ii) the Corporation's total assets would be less than the sum of its total
liabilities plus (unless the Articles of Incorporation permit otherwise) the
amount that would be needed, if the Corporation were to be dissolved at the time
of the distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution. The Board of Directors may base a determination that a
distribution is not prohibited under this Section 6.8 either on financial
statements prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation or other method that is
reasonable in the circumstances.
7. MISCELLANEOUS
7.1. Corporate Records
The Corporation shall keep as permanent records minutes of all
meetings of the shareholders and the Board of Directors, a record of all actions
taken by the
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shareholders or the Board of Directors without a meeting and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation. The Corporation shall maintain
appropriate accounting records. The Corporation or its agent shall maintain a
record of the shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class and
series, if any, of shares showing the number and class and series, if any, of
shares held by each. The Corporation shall keep a copy of those records required
by law.
7.2. Financial Statements for Shareholders
If requested in writing by any shareholder, the Corporation shall
furnish the shareholder with the financial statements for the most recent fiscal
year, which may be consolidated or combined statements of the Corporation and
one or more of its subsidiaries, as appropriate, that include a balance sheet as
of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the Corporation on the basis of generally accepted
accounting principles, the annual financial statements must also be prepared on
that basis.
If the annual financial statements are reported on by a public
accountant, such report must accompany them. If the annual financial statements
are not reported on by a public accountant, the President or the person
responsible for the Corporation's accounting records shall provide the
shareholders with a statement of the basis of accounting used in preparation of
the annual financial statements and a description of any respects in which the
statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.
7.3. Corporate Seal
The seal of the Corporation shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words "Corporate Seal"
and "Virginia," and shall be in such form as shall be approved from time to time
by the Board of Directors. The seal, or a facsimile of it, may be used by
impressing or affixing it or in any other manner reproducing it.
7.4. Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of
the Board of Directors.
7.5. Checks, Notes and Drafts
Checks, notes, drafts, and other orders for the payment of money
shall be
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signed by such person or persons as the Board of Directors may from time to time
designate. The signature of any such person or persons may be a facsimile when
authorized by the Board of Directors.
7.6. Waiver of Notice
7.6.1. By Shareholder
A shareholder may waive any notice required by law, the Articles of
Incorporation or these Bylaws before or after the date and time of the meeting
that is the subject of such notice. The waiver shall be in writing, signed by
the shareholder entitled to the notice, and delivered to the Secretary for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting (i) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (ii)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
7.6.2. By Director
A director may waive any notice required by law, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice, and such waiver shall be equivalent to the giving of such notice. Except
as provided in this Section 7.6.2, the waiver shall be in writing, signed by the
director entitled to the notice, and filed with the minutes or corporate
records. A director's attendance at or participation in a meeting waives any
required notice to such director of the meeting unless the director at the
beginning of the meeting or promptly upon such director's arrival 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.
8. AMENDMENT OF BYLAWS
Unless proscribed by the Articles of Incorporation, these Bylaws may
be amended or altered at any meeting of the Board of Directors by affirmative
vote of a majority of the number of Directors fixed by or pursuant to these
Bylaws. The shareholders entitled to vote in respect of the election of
Directors, however, shall have the power to amend or repeal any Bylaws and to
enact Bylaws which, if expressly so provided, may not be amended or repealed by
the Board of Directors.
Adopted by the Board of Directors on
January 12, 2000
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By: /s/ Raymond Schilling
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Raymond Schilling
Secretary
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