Exhibit 3.4b
AVPRESENTATIONS, INC.
(A Georgia Corporation)
AMENDED & RESTATED
BYLAWS
Adopted January 31, 2000
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TABLE OF CONTENTS
Page
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ARTICLE ONE OFFICES AND AGENT.................................................1
Section 1.1 Registered Office and Agent..................................2
Section 1.2 Other Offices................................................2
ARTICLE TWO SHAREHOLDERS' MEETINGS............................................2
Section 2.1 Place of Meetings............................................2
Section 2.2 Annual Meetings..............................................2
Section 2.3 Substitute Annual Meeting....................................2
Section 2.4 Special Meetings.............................................2
Section 2.5 Notice of Meetings...........................................3
Section 2.6 Quorum.......................................................3
Section 2.7 Voting of Shares.............................................3
Section 2.8 Proxies......................................................3
Section 2.9 Presiding Officer............................................4
Section 2.10 Adjournments.................................................4
Section 2.11 Action of Shareholders Without a Meeting.....................4
ARTICLE THREE BOARD OF DIRECTORS..............................................4
Section 3.1 General Powers...............................................4
Section 3.2 Number, Election and Term of Office..........................5
Section 3.3 Removal......................................................5
Section 3.4 Vacancies....................................................5
Section 3.5 Compensation.................................................5
Section 3.6 Committees of the Board of Directors.........................5
ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS...............................5
Section 4.1 Regular Meetings.............................................6
Section 4.2 Special Meetings.............................................6
Section 4.3 Place of Meetings............................................6
Section 4.4 Notice of Meetings...........................................6
Section 4.5 Quorum.......................................................6
Section 4.6 Vote Required for Action.....................................6
Section 4.7 Participation by Conference -Telephone.......................6
Section 4.8 Action by Directors Without a Meeting........................7
Section 4.9 Adjournments.................................................7
ARTICLE FIVE NOTICE AND WAIVER................................................7
Section 5.1 Procedure....................................................7
Section 5.2 Waiver.......................................................7
ARTICLE SIX OFFICERS..........................................................8
Section 6.1 Number.......................................................8
Section 6.2 Election and Term............................................8
Section 6.3 Compensation.................................................8
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Section 6.4 Removal......................................................8
Section 6.5 Chairman of the Board........................................8
Section 6.6 President....................................................8
Section 6.7 Vice Presidents..............................................8
Section 6.8 Secretary....................................................9
Section 6.9 Treasurer....................................................9
Section 6.10 Assistant Secretary and Assistant Treasurer..................9
Section 6.11 Bonds........................................................9
Section 6.12 Reimbursement of Officers....................................9
ARTICLE SEVEN DIVIDENDS......................................................10
Section 7.1 Time and Conditions of Declaration..........................10
Section 7.2 Reserves....................................................10
Section 7.3 Share Dividends-Treasury Shares.............................10
Section 7.4 Share Dividends-Unissued Shares.............................10
Section 7.5 Share Splits................................................10
ARTICLE EIGHT SHARES.........................................................10
Section 8.1 Authorization and Issuance of Shares........................10
Section 8.2 Share Certificates..........................................11
Section 8.3 Rights of Corporation with Respect to Registered Owners.....11
Section 8.4 Transfers of Shares.........................................11
Section 8.5 Duty of Corporation to Register Transfer....................11
Section 8.6 Lost, Stolen or Destroyed Certificates......................12
Section 8.7 Fixing of Record Date.......................................12
Section 8.8 Record Date if None Fixed...................................12
ARTICLE NINE INDEMNIFICATION.................................................12
Section 9.1 Indemnification.............................................12
ARTICLE TEN MISCELLANEOUS....................................................13
Section 10.1 Inspection of Books and Records.............................13
Section 10.2 Fiscal Year.................................................14
Section 10.3 Seal........................................................14
Section 10.4 Annual Statements...........................................14
ARTICLE ELEVEN AMENDMENTS....................................................14
Section 11.1 Power to Amend Bylaws.......................................14
Section 11.2 Conditions..................................................14
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ARTICLE ONE
OFFICES AND AGENT
Section 1.1 Registered Office and Agent. The corporation shall
maintain a registered office and shall have a registered agent whose business
office is identical with such registered office.
Section 1.2 Other Offices. In addition to its registered office, the
corporation may have offices at such other place or places, within or without
the State of Georgia, as the Board of Directors may from time to time appoint or
as the business of the corporation may require or make desirable.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
Section 2.1 Place of Meetings. Meetings of the shareholders may be
held at any place within or without the State of Georgia as set forth in the
notice thereof or in the event of a meting held pursuant to waiver of notice, as
set forth in the waiver, or if no place is so specified, at the registered
office of the corporation.
Section 2.2 Annual Meetings. The annual meting of shareholders shall
be held on the second Tuesday in May unless that day is a legal holiday, and in
that event on the next succeeding business day, for the purpose of electing
directors and transacting any and all business that may properly come before the
meeting.
Section 2.3 Substitute Annual Meeting. If the annual meeting of
shareholders is not held on the day designated in Section 2.2, any business,
including the election of directors, which might properly have been acted upon
at that meeting may be acted upon at any subsequent shareholders' meeting held
pursuant to these bylaws or held pursuant to a court order requiring a
substitute annual meeting.
Section 2.4 Special Meetings. Special meetings of the shareholders or
a special meeting in lieu of the annual meeting of the shareholders may be
called at any time by the Chairman of the Board of Directors, the President or
the Board of Directors. Special meetings of the shareholders or a special
meeting in lieu of the annual meeting of the shareholders shall be called by the
corporation upon the written request of the holders of twenty-five percent (25%)
or more of all the shares of capital stock of the corporation entitled to vote
in an election of directors.
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Section 2.5 Notice of Meetings. Unless waived as contemplated in
Section 5.2 or by attendance at the meeting, either in person or by proxy, for
any purpose other than to object to the transaction of business, a written or
printed notice of each shareholders' meeting stating the place, day and hour of
the meeting shall be delivered not less than ten (10) days nor more than fifty
(50) days before the date thereof, either personally or by mail, by or at the
director of the Chairman of the Board of Directors, the President, the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. In the case of an annual or substitute
annual meeting, the notice of the meeting need not state the purpose or purposes
of the meeting unless the purpose or purposes constitute a matter which the
Georgia Business Corporation Code requires to be stated in the notice of the
meeting. In the case of a special meeting, the notice of meeting shall state the
purpose or purposes for which the meeting is called.
Section 2.6 Quorum. At all meetings of the shareholders of the
presence, in person or by proxy, of the holders of more than one-half of the
shares outstanding and entitled to vote shall constitute a quorum. If a quorum
is present, a majority of the shares outstanding and entitled to vote which are
represented at any meeting shall determine any matter coming before the meeting
unless a different vote is required by statute, by the articles of incorporation
or by these bylaws. The shareholders at a meeting at which a quorum is once
present may continue to transact business at the meeting or at any adjournment
thereof, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.7 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. Voting on all matters shall be by voice vote or by show
of hands unless any qualified voter, prior to the voting on any matter, demands
vote by ballot, in which case each ballot shall state the name of the
shareholder voting and the number of shares voted by him, and if such ballot be
cast by proxy, it shall also state the name of such proxy.
Section 2.8 Proxies. A shareholder entitled to vote pursuant to
Section 2.7 may vote in person or by proxy executed in writing by the
shareholder or by his attorney in fact. A proxy shall not be valid after eleven
(11) months from the date of its execution, unless a longer period is expressly
stated therein. If the validity of any proxy is questioned it must be submitted
to the secretary of the shareholders' meeting for examination or to a proxy
officer or committee appointed by the person presiding at the meeting. The
secretary of the meeting or, if appointed, the proxy officer or committee, shall
determine the validity or invalidity of any proxy submitted and reference by the
secretary in the minutes of the meeting to the regularity of a proxy shall be
received as prima facie evidence of the facts
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stated for the purpose of establishing the presence of a quorum at such meeting
and for all other purposes.
Section 2.9 Presiding Officer. The Chairman of the Board of Directors,
or in his absence, the President shall serve as the chairman of every
shareholders' meeting unless some other person is elected to serve as chairman
by a majority vote of the shares represented at the meeting. The chairman shall
appoint such persons as he deems required to assist with the meeting.
Section 2.10 Adjournments. When a quorum is once present to organize a
meeting, any meeting of the shareholders may be adjourned by the holders of a
majority of the voting shares represented at the meeting to reconvene at a
specific time and place notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. It shall not be necessary to give any notice of the
reconvened meeting or of the business to be transacted if the time and place of
the reconvened meeting are announced at the meeting which was adjourned. At any
such reconvened meeting, any business may be transacted which could have been
transacted at the meeting which was adjourned.
Section 2.11 Action of Shareholders Without a Meeting. Except as
limited by the Georgia Business Corporation Code or the Articles of
Incorporation, any action required by the Georgia Business Corporation Code to
be taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if written consent,
setting forth the action so taken, shall be signed by persons who would be
entitled to vote at a meeting those shares having voting power to cast not less
than the minimum number (or numbers, in the case of voting by classes) of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote were present and voted. Notice shall be given within
ten days of the taking of corporate action without a meeting by less than
unanimous written consent to those shareholders on the record date whose shares
were not represented on the written consent. Upon filing with the officer of the
corporation having custody of its books and records, such consent shall have the
same force and effect as a vote of the shareholders at a special meeting called
for the purpose of considering the action authorized.
ARTICLE THREE
BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the
corporation shall be managed by the Board of Directors. In addition to the
powers and authority expressly conferred upon it by these bylaws, the Board of
Directors may exercise all such powers of the corporation and do all such lawful
acts and
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things as are not by law, by any legal agreement among shareholders, by the
articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.
Section 3.2 Number, Election and Term of Office. The number of
directors of the corporation shall not be less than Georgia law permits, nor
more than fifteen (15), the precise number to be fixed by resolution of the
shareholders from time to time. Except as provided in Section 3.4, the directors
shall be elected by the affirmative vote of a majority of the shares represented
at the annual meeting of the shareholders. Each director, except in case of
death, resignation, retirement, disqualification, or removal, shall serve until
the next succeeding annual meeting and thereafter until his successor shall have
been elected and qualified.
Section 3.3 Removal. The entire Board of Directors or any individual
director may be removed from office with or without cause by the affirmative
vote of the holders of a majority of the shares entitled to vote at an election
of directors. Removal action may be taken at any shareholders' meeting with
respect to which notice of such purpose has been given, and a removed director's
successor may be elected at the same meeting to serve the unexpired term.
Section 3.4 Vacancies. A vacancy occurring in the Board of Directors,
except by reason of removal of a director, may be filled for the unexpired term,
and until the shareholders shall have elected a successor, by the affirmative
vote of a majority of the directors remaining in office though less than a
quorum of the Board of Directors.
Section 3.5 Compensation. Directors may receive such compensation for
their services as directors as may from time to time be fixed by vote of the
Board of Directors or the shareholders. A director may also serve the
corporation in a capacity other than that of director and receive compensation,
as determined by the Board of Directors, for services rendered in such other
capacity.
Section 3.6 Committees of the Board of Directors. The Board of
Directors by resolution adopted by a majority of the full Board of Directors may
designate from among its members an executive committee and one or more other
committees, each consisting of two or more directors. Except as prohibited by
law, each committee shall have the authority set forth in the resolution
establishing such committee.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
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Section 4.1 Regular Meetings. Regular meetings of the Board of
Directors shall be held immediately after the annual meeting of shareholders or
any meeting held in lieu thereof. In addition, the Board of Directors may
schedule other meetings to occur at regular intervals throughout the year.
Section 4.2 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board of
Directors, or in his absence, by the President, or by any two directors in
office at that time.
Section 4.3 Place of Meetings. Directors may hold their meetings at
any place within or without the State of Georgia as the Board of Directors may
from time to time establish for regular meetings or as set forth in the notice
of special meetings or, in the event of a meeting held pursuant to waiver of
notice, as set forth in the waiver.
Section 4.4 Notice of Meetings. No notice shall be required for any
regularly scheduled meeting of the directors of the corporation. Unless waived
as contemplated in Section 5.2, the Chairman of the Board of Directors or the
Secretary of the corporation or any director thereof shall give notice to each
director of each special meeting stating the time, place and purposes of the
meeting. Such notice shall be given by mailing a notice of the meeting at least
five (5) days before the date of the meeting, or by telephone, telegram,
cablegram or personal delivery at least two (2) days before the date of the
meeting. Notice shall be deemed to have been given by telegram or cablegram at
the time notice is filed with the transmitting agency. Attendance by a director
at a meeting shall constitute waiver of notice of such meeting, except where a
director attends a meeting or the express purpose of objecting to the
transaction of business because the meeting is not lawfully called.
Section 4.5 Quorum. At meetings of the Board of Directors, more than
one-half of the directors then in office shall be necessary to constitute a
quorum for the transaction of business. In no case shall less than one-third of
the total number of directors then in office nor less than two directors
constitute a quorum, except that when the Board of Directors consists of only
one director, then one director shall constitute a quorum.
Section 4.6 Vote Required for Action. Except as otherwise provided in
these bylaws or by law, the act of a majority of the directors present at a
meeting at which a quorum is present at the time shall be the act of the Board
of Directors.
Section 4.7 Participation by Conference -Telephone. Members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment through which
all
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persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.7 shall constitute presence in person at such
meeting.
Section 4.8 Action by Directors Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors or any action
which may be taken at a meeting of a committee of directors may be taken without
a meeting if a written consent thereto shall be signed by all the directors, or
all the members of the committee, as the case may be, and if such written
consent is filed with the minutes of the proceedings of the Board or the
committee. Such consent shall have the same force and effect as a unanimous vote
of the Board of Directors or the committee.
Section 4.9 Adjournments. A meeting of the Board of Directors, whether
or not a quorum is present, may be adjourned by a majority of the directors
present to reconvene at a specific time and place. It shall not be necessary to
give notice of the reconvened meeting or of the business to be transacted, other
than by announcement at the meeting which was adjourned. At any such reconvened
meeting at which a quorum is present, any business may be transacted which could
have been transacted at the meeting which was adjourned.
ARTICLE FIVE
NOTICE AND WAIVER
Section 5.1 Procedure. Whenever these bylaws require notice to be
given to any shareholder or director, the notice shall be given as prescribed in
Sections 2.5 or 4.4 for any shareholder or director respectively. Whenever
notice is given to a shareholder or director by mail, the notice shall be sent
first class mail by depositing the same in a post office or letter box in a
postage prepaid sealed envelope addressed to the shareholder or director at his
address as it appears on the books of the corporation, and such notice shall be
deemed to have been given at the time the same is deposited in the United States
mail.
Section 5.2 Waiver. Except as limited by the Georgia Business
Corporation Code, whenever any notice is required to be given to any shareholder
or director by law, by the articles of incorporation or by these bylaws, a
waiver thereof in writing signed by the director or shareholder entitled to such
notice or by the proxy of such shareholder, whether before or after the meeting
to which the waiver pertains, shall be deemed equivalent thereto.
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ARTICLE SIX
OFFICERS
Section 6.1 Number. The executive officers of the corporation shall
consist of a Chairman of the Board of Directors, a President, one or more Vice
Presidents as determined or designated by the Board of Directors, a Secretary
and a Treasurer. The Board of Directors shall from time to time create and
establish the duties of such other officers and elect or provide for the
appointment of such other officers or assistant officers as it deems necessary
for the efficient management of the corporation, but the corporation shall not
be required to have at any time any officers other than a President, Secretary
and Treasurer. Any two or more offices may be held by the same person, except
the offices of President and Secretary.
Section 6.2 Election and Term. All officers shall be elected by the
Board of Directors and shall serve at the will of the Board of Directors and
until their successors have been elected and have qualified or until their
earlier death, resignation, removal, retirement or disqualification.
Section 6.3 Compensation. The compensation of all executive officers
of the corporation shall be fixed by the Board of Directors.
Section 6.4 Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby.
Section 6.5 Chairman of the Board. The Chairman of the Board of
Directors shall call meetings of the shareholders, the Board of Directors and
the Executive Committee to order and shall act as chairman of such meetings. The
Chairman of the Board shall perform such other duties as the directors may
direct from time to time.
Section 6.6 President. The President shall be the chief executive
officer of the corporation and shall have general supervision of the business of
the corporation. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall perform such other duties
as may from time to time be delegated to him by the Board of Directors.
Section 6.7 Vice Presidents. The Vice President shall, in the absence
or disability of the President, or at the direction of the President, perform
the duties and exercise the powers of the President. If the corporation has more
than one Vice President the one designated by the Board of Directors shall act
in lieu of the President. Vice Presidents shall perform whatever duties and have
whatever powers the Board of Directors may from time to time assign.
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Section 6.8 Secretary. The Secretary shall keep accurate records of
the acts and proceedings of all meetings of shareholders, directors and
committees of directors. He shall have authority to give all notices required by
law or these bylaws. He shall be responsible for the custody of the corporate
books, records, contracts and other documents. The Secretary may affix the
corporate seal to any lawfully executed documents requiring it and shall sign
such instruments as may require his signature. The Secretary shall perform
whatever additional duties and have whatever additional powers the Board of
Directors may from time to time assign him.
Section 6.9 Treasurer. The Treasurer shall be responsible for the
custody of all funds and securities belonging to the corporation and for the
receipt, deposit or disbursement of such funds and securities under the
direction of the Board of Directors. The Treasurer shall cause full and true
accounts of all receipts and disbursements to be maintained and shall make such
reports of the same to the Board of Directors and President upon request. The
Treasurer shall perform all duties as may be assigned to him from time to time
by the Board of Directors.
Section 6.10 Assistant Secretary and Assistant Treasurer. The
Assistant Secretary and Assistant Treasurer 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 Board of Directors. Specifically, the
Assistant Secretary may affix the corporate seal to all necessary documents and
attest the signature of any officer of the corporation.
Section 6.11 Bonds. The Board of Directors may by resolution require
any or all of the officers, agents or employees of the corporation to give bonds
to the corporation, with sufficient surety or 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.
Section 6.12 Reimbursement of Officers. Any payments made to an
officer of the corporation such as salary, commission, bonus, interest or rent,
or entertainment expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the corporation to the full extent of such
disallowance. It shall be the duty of the Board of Directors to enforce payment
of each such amount disallowed. In lieu of payment by the officer, subject to
the determination of the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
corporation has been recovered.
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ARTICLE SEVEN
DIVIDENDS
Section 7.1 Time and Conditions of Declaration. Dividends upon the
outstanding shares of the corporation may be declared by the Board of Directors
at any regular or special meeting and paid in cash or property only out of the
unreserved and unrestricted earned surplus of the corporation, or out of the
unreserved and unrestricted net earnings of the current fiscal year, computed to
the date of declaration of the dividend, or the next preceding fiscal year.
Section 7.2 Reserves. Before the payment of any dividend or the making
of any distribution of profit, there shall be set aside out of the earned
surplus or current net earnings of the corporation such sums as the Board of
Directors from time to time in its absolute discretion deems proper as a reserve
fund to meet contingencies, to pay and discharge indebtedness, or to fulfill
other purposes which the Board of Directors shall deem to be in the best
interest of the corporation.
Section 7.3 Share Dividends-Treasury Shares. Dividends may be declared
by the Board of Directors and paid in the shares of the corporation out of any
treasury shares that have been reacquired out of the surplus of the corporation.
Section 7.4 Share Dividends-Unissued Shares. Dividends may be declared
by the Board of Directors and paid in the authorized but unissued shares of the
corporation out of any unreserved and unrestricted surplus of the corporation;
provided that such shares shall be issued at not less than the par value
thereof, and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus at least equal to the aggregate par value
of the shares to be issued as a dividend.
Section 7.5 Share Splits. A split or division of the issued shares of
any class into a greater number of shares of the same class without increasing
the stated capital of the corporation shall not be construed to be a share
dividend within the meaning of this Article.
ARTICLE EIGHT
SHARES
Section 8.1 Authorization and Issuance of Shares. The par value and
the maximum number of shares of any class of the corporation which may be issued
and outstanding shall be set forth from time to time in the articles of
incorporation of the corporation. The Board of Directors may increase or
decrease the number of
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issued and outstanding shares of the corporation within the maximum authorized
by the articles of incorporation and the minimum requirements of the articles of
incorporation or Georgia law.
Section 8.2 Share Certificates. The interest of each shareholder in
the corporation shall be evidenced by a certificate or certificates representing
shares of the corporation which shall be in such form as the Board of Directors
may from time to time adopt in accordance with Georgia law. Share certificates
shall be consecutively numbered, shall be in registered form, and shall indicate
the date of issue and all such information shall be entered on the corporation's
books. Each certificate shall be signed by the President or a Vice President and
the Secretary or an Assistant Secretary and shall be sealed with the seal of the
corporation or a facsimile thereof; provided, however, that where such
certificate is signed by a transfer agent, or registered by a registrar, the
signatures of such officers may be facsimiles. In case any officer or officers
who shall have signed or whose facsimile signatures shall have been placed upon
a share certificate shall have ceased for any reason to be such officer or
officers of the corporation before such certificate is issued, such certificate
may be issued by the corporation with the same effect as if the person or
persons who signed such certificate or whose facsimile signatures shall have
been used thereon had not ceased to be such officer or officers.
Section 8.3 Rights of Corporation with Respect to Registered Owners.
Prior to due presentation for transfer of registration of its shares, the
corporation may treat the registered owner of the shares as the person
exclusively entitled to vote such shares, to receive any dividend or other
distribution with respect to such shares, and for all other purposes; and the
corporation shall not be bound to recognize any equitable or other claim to 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.
Section 8.4 Transfers of Shares. Transfers of shares shall be made
upon the transfer books of the corporation, kept at the office of the transfer
agent designated to transfer the shares, only upon direction of the person named
in the certificate, or by an attorney lawfully constituted in writing; and
before a new certificate is issued, the old certificate shall be surrendered for
cancellation or, in the case of a certificate alleged to have been lost, stolen,
or destroyed, the provisions of Section 8.6 of these bylaws shall have been
complied with.
Section 8.5 Duty of Corporation to Register Transfer. Notwithstanding
any of the provisions of Section 8.4 of these bylaws, the corporation is under a
duty to register the transfer of its shares only if:
(a) the share certificate is endorsed by the appropriate person or
persons; and
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(b) reasonable assurance is given that the endorsements are genuine
and effective; and
(c) the corporation has no duty to inquire into adverse claims or has
discharged any such duty; and
(d) any applicable law relating to the collection of taxes has been
complied with; and
(e) the transfer is in fact rightful or is to be bona fide purchaser.
Section 8.6 Lost, Stolen or Destroyed Certificates. Any person
claiming a share certificate to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the
corporation a bond of indemnity in form and amount, and with one or more
sureties satisfactory to the Board of Directors, as the Board of Directors may
require, whereupon an appropriate new certificate may be issued in lieu of the
one alleged to have been lost, stolen or destroyed.
Section 8.7 Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date, such date to be
not more than fifty (50) days (and, in the case of a shareholders' meeting, not
less than ten [10] days) prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.
Section 8.8 Record Date if None Fixed. If no record date is fixed, as
provided in Section 8.7 of these bylaws, then the record date for any
determination of shareholders which may be proper or required by law shall be
the date on which notice is mailed, in the case of a shareholders' meeting; the
date on which the Board of Directors adopts a resolution declaring a dividend,
in the case of a payment of a dividend; and the date on which any other action,
the consummation of which requires a determination of shareholders, is to be
taken.
ARTICLE NINE
INDEMNIFICATION
Section 9.1 Indemnification. Each person who is or was a director,
officer, employee or agent of the corporation, and each person who at its
request is serving or has served as a director, officer, employee or agent of
another
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corporation, partnership, joint venture, trust or other enterprise (hereinafter
referred to individually as the "Indemnitee") shall be indemnified by the
corporation to the full extent set forth in Sections 14-2-156(a) through (e) of
the Georgia Business Corporation Code against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding in which the Indemnitee may be involved by reason of his
being or having been a director, officer, employee or agent of the corporation
or of such other enterprise. Such indemnification shall be made only in
accordance with the laws of the State of Georgia and subject to the conditions
prescribed therein, including without limitation, any condition that the
Indemnitee have met applicable standards of conduct. The indemnification
provided by these bylaws shall not be deemed exclusive of any other rights, in
respect to indemnification or otherwise, to which those seeking indemnification
may be entitled under any bylaw or shareholder resolution meeting the
qualifications set forth in Section 14-2-156(f) of the Georgia Business
Corporation Code, and the indemnification provided for herein shall continue as
to the heirs, executors, and administrators of any Indemnitee. The corporation
may purchase and maintain insurance on behalf of any Indemnitee against any
liability asserted against him whether or not the corporation would have the
power to indemnify the Indemnitee against such liability under the laws of the
State of Georgia. If any expenses or other amounts are paid by way of
indemnification, other than by court order, by shareholder action, or by an
insurance carrier, the corporation shall provide notice of such payment to the
shareholders in accordance with the provisions of the laws of the State of
Georgia. For purposes of this Section, references to "the corporation" shall
include, in addition to the surviving or new corporation, any merging or
consolidating corporation (including any merging or consolidating corporation of
a merging or consolidating corporation) absorbed in a merger or consolidation so
that any person who is or was a director, officer, employee or agent of such
merging or consolidating corporation, or is or was serving at the request of
such merging or consolidating corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.
ARTICLE TEN
MISCELLANEOUS
Section 10.1 Inspection of Books and Records. The Board of Directors
shall have power to determine which accounts, books and records of the
corporation shall be opened to the inspection of shareholders, except such as
may by law be
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specifically open to inspection, and shall have power to fix reasonable rules
and regulations not in conflict with the applicable law for the inspection of
accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection.
Section 10.2 Fiscal Year. The Board of Directors is authorized to fix
the fiscal year of the corporation and to change the same from time to time as
it deems appropriate.
Section 10.3 Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time determine.
Section 10.4 Annual Statements. Not later than four (4) months after
the close of each fiscal year, and in any case prior to the next annual meeting
of shareholders, the corporation shall prepare (a) a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and (b) a profit and loss statement showing the results of its
operations during its fiscal year. Upon receipt of written request, the
corporation promptly shall mail to any shareholder of record a copy of the most
recent such balance sheet and profit and loss statement.
ARTICLE ELEVEN
AMENDMENTS
Section 11.1 Power to Amend Bylaws. The Board of Directors shall have
power to alter, amend or repeal these bylaws or adopt new bylaws, but any bylaws
adopted by the Board of Directors may be altered, amended or repealed, and new
bylaws adopted, by the shareholders. The shareholders may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by the
Board of Directors.
Section 11.2 Conditions. Action taken by the shareholders with respect
to bylaws shall be taken by an affirmative vote of a majority of all shares
entitled to elect directors, and action by the Board of Directors with respect
to bylaws shall be taken by an affirmative vote of a majority of all directors
then holding office.
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