BYLAWS
OF
SOUTH STREET VENTURES VII, INC.,
A North Carolina Corporation
ARTICLE ONE
REGISTERED OFFICE AND SEAL
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1.01 Registered Agent. The registered agent of Interactive Games, Inc., a
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North Carolina corporation (the "Corporation"), shall be the person or entity
most currently named in the original Articles of Incorporation or the
Corporation (the "Articles of Incorporation"), any Amended or Amended and
Restated Articles of Incorporation, or any Statement of Designation of
Registered Agent. The Board of Directors of the Corporation (the "Board") may
designate such other registered agent from time to time as is in accordance with
the provisions of law.
1.02 Registered Office. The registered office of the Corporation (which
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office need not be a place of business of the Corporation) is the most currently
named registered office in the original Articles of Incorporation or the
Corporation (the "Articles of Incorporation"), any Amended or Amended and
Restated Articles of Incorporation, or any Statement of Designation of
Registered Office. The Board of Directors of the Corporation (the "Board") may
designate such other registered office from time to time as is in accordance
with the provisions of law.
ARTICLE TWO
SHAREHOLDERS AND SHAREHOLDER MEETINGS
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2.01 Place of Meetings. All meetings of the shareholders of the
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Corporation (the "Shareholders") will be held at the principal office of the
Corporation, or any other place in or outside North Carolina, as may be
designated for that purpose from time to time by the Board.
2.02 Time of the Annual Meeting. Each annual meeting of the Shareholders
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for the election of directors to succeed those whose terms are then expiring and
for the transaction of other business brought before the meeting will be held on
such date and at such time as the Board may designate or fix or set forth in the
final notice of such meeting.
2.03 Special Meetings. Special meetings of the Shareholders may be called
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at any time by the President, by the Board or by one or more Shareholders
holding, in the aggregate, not less than one-tenth (1/10th) of all the shares
entitled to vote at the proposed special meeting. Only business described in the
meeting notice (or waiver thereof) may be conducted at a special meeting of
Shareholders.
2.04 Notice of Meeting. Notice of any Shareholder meeting, stating the
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place, day and hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called must be given in writing to
each Shareholder entitled to vote at the meeting at least ten (10) but not more
than sixty (60) days before the date of the meeting, either personally or by
mail or other means of written communication, addressed to each Shareholder at
such Shareholder's address appearing on the share transfer records of the
Corporation or given by such Shareholder to the Corporation for the purpose of
notice. Notice that a meeting has been adjourned to be reconvened is not
necessary unless the meeting is adjourned for thirty (30) days or more, in which
case notice of the reconvened meeting must be given as in the case of any
special meeting. 7.02 Inspection of Books and Records. The books and records of
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the Corporation will be available for inspection by the Shareholders from time
to time and to the extent expressly required by statute, unless waived. The
directors may examine such books and records at all reasonable times.
2.05 Closing Share Transfer Records. The Board may close share transfer
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records in their discretion for a period not exceeding sixty (60) days preceding
any Shareholder meeting, annual or special, or the day appointed for the payment
of a dividend and may fix the date for shareholders of record as set forth in
Section 7.04 hereof.
2.06 Fixing Date for Shareholders of Record
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(a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjustment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action.
(b) If no record date is fixed:
(1) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.
(2) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.
(3) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(c) A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
2.07 Voting Securities Held By The Corporation. Unless otherwise
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ordered by the Board of Directors, the President shall have full power and
authority on behalf of the Corporation (a) to attend and to vote at any meeting
of security holders of other corporations in which the Corporation may hold
securities; (b) to execute any proxy for such meeting on behalf of the
Corporation; or (c) to execute a written action in lieu of a meeting of such
other corporation on behalf of the Corporation. At such meeting, by such proxy
or by such writing in lieu of meeting, the President shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities that the Corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.
2.08 Purchase and Sale of Sale of Securities. Unless otherwise ordered
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by the Board of Directors, the President shall have power and authority on
behalf of the Corporation to purchase, sell, transfer or encumber any and all
securities of any other corporation owned by the Corporation and may execute and
deliver such documents as may be necessary to effectuate such purchase, sale,
transfer or encumbrance. The Board of Directors may, from time to time, confer
like powers upon any other person or persons.
2.09 Share Transfer Records. The Corporation will keep at its principal
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office, or at the office of the transfer agent, if any, a share transfer record,
showing the names and addresses of the past and current Shareholders, the number
and classes of shares held by each Shareholder, the number and date of each
certificate issued for shares, and the number and cancellation date of each
certificate surrendered for cancellation. The share transfer records may be in
written form or in any other form capable of being converted into written form
within a reasonable time.
2.10 Quorum. Unless otherwise required by law or provided in the Articles
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of Incorporation, Shareholders holding a majority of the Corporation's voting
shares, represented in person or by proxy will constitute a quorum at any
Shareholder meeting.
2.11 Organization. At each meeting of the stockholders, the Chairman of
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the Board or in his absence the President or in his absence the chairman chosen
by a majority in voting interest of the stockholders present in person or proxy
and entitled to vote shall act as chairman; and the Secretary of the Corporation
or in his absence an Assistant Secretary or in his absence any person whom the
chairman of the meeting shall appoint shall act as secretary of the meeting.
2.12 Order of Business. The order of business at all meetings of the
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stockholders shall be determined by the Chairman of the meeting.
2.13 Voting. When a quorum is present at a Shareholder meeting, the vote
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of Shareholders holding the majority of the shares having voting power and
present in person or by proxy will determine any questions brought before the
meeting, unless the question is one on which a higher vote is required by law,
the Articles of Incorporation, or these Bylaws, in which case such higher vote
will be required. Only persons in whose names shares appear on the share
transfer records of the Corporation on the record date as set in advance by the
Board and set forth in the notice of a meeting will be entitled to vote at the
meeting, such date, in any case, to be not more than 60 days, nor less than 10
days prior to the date on which the meeting shall occur. Each Shareholder so
entitled to vote in an election of directors may cast one vote for each
director's position for each share of stock of the Corporation of which such
Shareholder is the record owner. In any election of directors, the candidates
receiving the highest number of votes up to the number of directors to be
elected will be elected.
2.14 Voting by Voice or Written Ballot. All voting, including on the
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election of directors, but excepting where otherwise required by law, may be by
a voice vote; provided, however, that upon demand therefore by a Shareholder
entitled to vote or his or her proxy, a stock vote shall be taken. Every stock
vote shall be taken by ballot, each of which shall state the name of the
Shareholder or proxy voting and such other information as may be required under
the procedure established for the meeting. Every vote taken by ballot shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.
The Corporation may, and to the extent required by law, shall, in advance of any
meeting of Shareholders, appoint one or more inspectors to act at the meeting
and make a written report thereof. The corporation may designate one or more
persons as an alternate inspector to replace any inspector who fails to act. If
no inspector or alternate is able to act at a meeting of Shareholders, the
person presiding at the meeting may, and to the extent required by law, shall,
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath to
faithfully execute the duties of inspector with strict impartiality and
according to the best of his or her ability.
2.15 Proxies. Each Shareholder of record entitled to vote at a meeting of
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Shareholders may vote in person or may authorize any other person or persons to
vote or act for him or her by written proxy executed by the shareholder or his
authorized agent or by a transmission permitted by law and delivered to the
Secretary of the Corporation. No Shareholder may authorize more than one proxy
for his shares and no proxy shall be valid bearing a date more than 11 months
prior to said meeting.
2.16 Consent of Absentees. No defect in the calling or notice of a
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Shareholder meeting will affect the validity of any action at the meeting, if a
quorum is present, and if either before or after the meeting, each Shareholder
not present in person or by proxy or present only for the purpose of objecting
to the failure to properly give notice for the meeting signs a written waiver of
notice, consents to the holding of the meeting, or approves the minutes thereof,
and such waiver, consent or approval is filed with the Corporation's records or
made a part of the minutes of the meeting.
2.17 Conduct of Meetings. The Chief Executive Officer, or in his or her
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absence, a chairman chosen by a majority of the Board, will act as chairman of
the meeting. The chairman will determine the order of business and procedures
for the conduct of the meeting. The Secretary of the Corporation, or in the
Secretary's absence, the person selected by the chairman of the meeting will act
as secretary of the Shareholder meeting.
2.18 Adjournment of Meetings, Those present at a meeting (or if a
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quorum is not present) may vote to adjourn the meeting to such day as they
shall agree upon by majority vote. Notice of any adjourned meeting need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken. At adjourned meetings at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If a quorum is present, the stockholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.19 Inspectors At each meeting of the stockholders, the chairman of such
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meeting may appoint one or more inspectors of election. Each inspector of
election so appointed shall first subscribe an oath or affirmation to execute
the duties of an inspector of election at such meeting with strict impartiality
and according to the best of his ability. Such inspectors of election, if any,
shall take charge of the ballots at such meeting and after the balloting thereat
on any question shall count the ballots cast thereon and shall make a report in
writing to the Secretary of such meeting of the results thereof. An inspector of
election need not be a stockholder of the Corporation, and any officer or
employee of the Corporation may be an inspector of election on any question
other than a vote for or against his election to any position with the
corporation or on any other question in which he may be directly interested.
2.20 Written Action. Any action that may be taken at a meeting of the
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stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the actions so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be required to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
2.21 Shareholder Proposals. Except as otherwise provided by law, no
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proposal or matter shall be considered or acted upon at any meeting of
shareholders which has not been submitted to and approved by the Board of
Directors. Shareholders requesting action at a shareholder's meeting shall
submit any such request to the Board at least ten days prior to the regularly
scheduled meeting of the Board of Directors next preceeding the shareholder
meeting.
2.22 Waivers of Shareholder Rights. The Corporation shall be deemed to
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have obtained from each shareholder or shareholders a waiver of inspection
rights arising under the North Carolina Business Corporation Act to the fullest
extent permitted by law. The Board of Directors is permitted to insert such
waiver or waivers by reference into any Shareholder Agreement, shareholder
notice, minutes of shareholder meeting, shareholder certificate, shareholder
policy or similar undertaking.
ARTICLE THREE
DIRECTORS
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3.01 Number, Term and Qualification of Directors. The Board shall consist
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of seven (7) directors. The directors will be elected annually by the
Shareholders entitled to vote. Each director will hold office until such
director's successor is elected, or until such director dies, resigns, or is
removed from office, and may serve successive terms in office. Directors need
not be Shareholders or North Carolina residents.
Unless otherwise provided in the Articles of Incorporation, the number of
directors may be increased or decreased from time to time by resolution of a
majority of the directors, but no decrease will have the effect of shortening
the term of any incumbent director. Any directorship to be filled by reason of
an increase in the number of directors will be filled by the Board for a term of
office continuing only until the next annual Shareholder meeting; provided that
the Board of Directors may not fill more than two such directorships during the
period between any two successive annual Shareholder meetings.
3.02 Powers. The directors may act only as a board, and an individual
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director has no authority to act alone or together with other directors unless
acting as the Board, unless otherwise provided by these Bylaws or resolution of
the Board.
3.03 Chairman of the Board of Directors. The Board will elect a Chairman
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from among the directors at its meeting held immediately following each annual
Shareholder meeting. The Chairman will serve until the successor Chairman is
duly elected, will preside at all meetings of the Board and will perform such
other duties as may be prescribed from time to time by the Board or these
Bylaws.
3.04 Vacancies A vacancy on the Board resulting from an increase in the
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size of the Board or the death, resignation or removal of a director will be
filled by written consent of Shareholders holding a majority of the outstanding
shares entitled to vote, and if no written consent is obtained, then by a
majority of the remaining directors, even if they constitute less than a quorum
of the Board. A director elected to fill a vacancy will be elected for the
unexpired term of the predecessor director.
3.05 Removal of Directors. The entire Board or any individual director may
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be removed from office with or without cause by a vote of Shareholders holding a
majority of the outstanding shares entitled to vote at any Shareholder meeting
called expressly for that purpose: provided, however, in the event the
Corporation has cumulative voting, if less than the entire Board is to be
removed, no director may be removed if the votes cast against such removal would
be sufficient to elect such director if then cumulatively voted at an election
of the entire Board, or if the Corporation has classes of directors, at an
election of the class of directors of which such director is a part. New
directors may be elected at the meeting for the unexpired term of directors so
removed.
3.06 Place of Meetings. All meetings of the Board will be held at the
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principal office of the Corporation or at such other place in or outside North
Carolina as may be designated from time to time by resolution of the Board or by
written consent of all of the directors.
3.07 Regular Meetings. Regular meetings of the Board will be held, without
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call or notice, immediately following each annual Shareholder meeting, and at
such other times as the Board may determine.
3.08 Special Meetings - Call and Notice. Special meetings of the Board may
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be called at any time by any director or the President. Notice of any special
meeting of the Board shall be given to each director by the Secretary or by the
officer or director(s) calling the meeting. Notice shall be duly given to each
director by (i) giving notice to such director in person or by telephone,
electronic transmission or voice message system at least twenty-four (24) hours
in advance of the meeting, (ii) sending a facsimile, or delivering written
notice by hand, to his last known business or home address at least twenty-four
(24) hours in advance of the meeting, or (iii) mailing written notice to his
last known business or home address at least three (3) days in advance of the
meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.
3.09 Quorum. Prior to the first annual Shareholder meeting, a majority of
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the number of directors set forth in the Articles of Incorporation will
constitute a quorum at a Board meeting. Following the first annual Shareholder
meeting a majority of the number of directors fixed by, or in the manner
provided in, the Articles of Incorporation or these Bylaws will constitute a
quorum at the Board meeting.
3.10 Action by the Board. The act of the majority of the directors present
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at a Board meeting at which a quorum is present is the act of the Board, unless
the act of a greater number is required by law; provided, however, that a
majority of the directors present at any Board meeting may adjourn until the
time fixed for the next meeting of the Board.
3.11 Director Dissent. A director who is present at a Board meeting at
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which action on any corporate matter is taken and who does not vote in favor of
such action will be presumed to have assented to the action unless: (i) such
director's dissent is entered in the minutes of the meeting; (ii) such director
files a written dissent to such action with the secretary of the meeting before
adjournment of the meeting; or (iii) such director delivers a written dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting.
3.12 Committees. The Board may designate one or more committees, each
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consisting of one or more directors and delegate to such committees such powers
and authority as the Board may determine, to the extent permitted by law. A
member of a committee may be removed by the Board if in its sole judgment the
best interests of the Corporation will be served by such removal.
3.13 Compensation. Directors may be paid such compensation for their
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services, fees for attendance at meetings and reimbursement for expenses as may
be determined by the Board from time to time. A director may also serve the
Corporation as an officer, agent, employee, or otherwise and receive
compensation for such service.
3.14 Telephonic Attendance. Directors may participate in any meeting
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of the Board of Directors, or of any duly constituted committee thereof, by
means of a conference telephone conversation or other comparable communication
technique whereby all persons participating in the meeting can hear and
communicate to each other. For the purposes of establishing a quorum and taking
any action at the meeting, such directors participating pursuant to this Section
3.14 shall be deemed present in person at the meeting; and the place of the
meeting shall be the place of origination of the conference telephone
conversation or other comparable communication technique.
ARTICLE FOUR
OFFICERS
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4.01 Title and Appointment. The officers of the Corporation are Chief
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Executive Officer, President, Vice President, Secretary, Treasurer and such
other officers and assistants as the Board from time to time may determine. Each
officer will be elected by the Board, which will fix compensation (if any) and
tenure of such officer; provided, however, that each officer will hold office
until the earlier of (i) the due election of such officer's successor, and (ii)
such officer's death, resignation or removal from office.
4.02 Vacancies. If an office becomes vacant by reason of an officer's
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death, resignation, removal or otherwise, the Board shall elect a successor to
such office.
4.03 President. The President is subject to the control of the Board, has
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general supervision, direction and control over the business and affairs of the
Corporation, has the general powers and duties of management usually vested in
the office of president of a corporation and has such other powers and duties as
may be conferred by the Board or these Bylaws.
4.04 Vice President. Each Vice President will have such powers and perform
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such duties as from time to time may be prescribed by the Board or these Bylaws.
The Vice President designated by the Board will perform the duties of the
President in the absence or disability of the President, and when so acting will
have this power of, and be subject to all restrictions on, the President.
4.05 Secretary. The Secretary will:
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(1) Sign each certificate representing shares of the Corporation.
(2) Attest and keep at the principal office of the Corporation the
original or a copy of these Bylaws and all duly adopted amendments and
restatements hereof.
(3) Keep at the principal office of the Corporation or such other place as
the Board designates, a book or (i) the minutes of each meeting of the
Shareholders or the Board or any committee thereof, including the names of those
present at such meeting or, in the case of a Shareholder meeting, the-number of
shares represented at such meeting, and all proceedings of such meeting, (ii)
all notices given and waiver signed of such meeting, (iii) all requests for
special meetings of the Shareholders or the Board or any committee thereof, (iv)
all written dissents of directors to actions by the Board, and (v) all unanimous
written consents of the directors or Shareholders of the Corporation.
(4) Keep at the principal office of the Corporation or such other place as
the Board designates, a share transfer record or duplicate share transfer
records as described in Article 6.04 below.
(5) Keep at the registered office of the Corporation or such other place
as the Board of Directors designates, all other records of the Corporation.
(6) Sign or attest such documents or the Corporation as may be required by
law or as necessary to carry out the business of the Corporation, and keep the
corporate seal and affix it to such instruments as may be necessary or proper.
(7) See that all notices are duly given in accordance with the provisions
of these Bylaws and as required by law.
(8) Properly keep and file all books, reports, statements, certificates,
and other documents and records required by law.
(9) Attend and serve as secretary at the meetings of the Board and of the
Shareholders.
(10) In general, perform all duties incident to the office of Secretary,
and such other duties from time to time assigned to the Secretary by the Board.
4.06 Chief Executive Officer. The Chief Executive Officer is subject to
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the control of the Board, has general supervision, direction and control over
the business and affairs of the Corporation, has the general powers and duties
of management usually vested in the office of president of a corporation and has
such other powers and duties as may be conferred by the Board or these Bylaws.
The Chief Executive authority and duties include, without limitation:
(1) Presiding at meeting of the Shareholders.
(2) Signing certificates representing shares of stock of the Corporation.
(3) Executing in the Corporation's name deeds, conveyances, notices,
leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds,
debentures, contracts, agreements and other documents and instruments.
(4) Appointing, employing, removing, discharging and prescribing the
duties and fixing the compensation of agents and employees of the Corporation
and directing and managing the officers, agents and employees of the
Corporation.
4.07 Treasurer. The Treasurer, if any, will:
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(1) Have custody of the Corporation's funds and securities, keep full and
accurate accounts of receipts and disbursements of the Corporation and deposit
all moneys and other valuables in the name and to the credit of the Corporation
in depositories designated by the Board.
(2) Disburse the funds of the Corporation as ordered by the Board, and
prepare such financial statements as it directs.
(3) If required by the Board, give the Corporation a bond (in such form,
for such sum, and from such surety or sureties as are satisfactory to the Board)
for the faithful performance of the duties of such office.
(4) In general, perform all duties incident to the office of Treasurer and
such other duties from time to time assigned to the Treasurer by the Board or
the President.
4.08 Contracts and Documents. Except as otherwise directed by the Board of
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Directors, all contracts, deeds, promissory notes, checks, drafts, or other
instruments calling for the payment of money shall be signed by the President or
a Vice President and, if a second signature is required, the Secretary or
Treasurer.
ARTICLE FIVE
ISSUANCE AND TRANSFER OF SHARES
5.01 Issuance of Shares. Authorized shares of the stock of the Corporation
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will be issued for such consideration (but not less than par value) and to such
persons as the Board determines from time to time. No share may be issued until
the full consideration therefore has been paid.
5.02 Payment for Shares. Consideration for the issuance of shares may
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consist of any tangible or intangible benefit to the Corporation or other
property of any kind or nature, including cash, promissory notes, services
performed, contracts for services to be performed, other securities of the
Corporation, or securities of any other corporation, domestic or foreign, or
entity. In the absence of fraud in the transaction, the judgment of the Board of
the value of consideration received will be conclusive. When consideration for a
share, fixed as provided by law, has been accepted by the Corporation, such
share will be deemed issued, fully paid and non-assessable. The consideration
received and accepted for each share will be allocated by the Board, in
accordance with law, to the Corporation's stated capital and surplus.
5.03 Ownership Collateral Transfer. The Corporation will regard the person
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in whose name a share of stock is registered in the Corporation's share transfer
records as the owner thereof for the purposes of voting, distributions, notices,
transfer, exercising rights of dissent, exercising or waiving any preemptive
rights, entering into agreements restricting the transfer of shares, creating
voting trusts or voting agreements, or giving proxies, with respect to such
share. Notwithstanding the foregoing, upon receipt by the Secretary or by the
Corporation's transfer agent, if any, of written notice from a transferor or
transferee that shares have been transferred collaterally to the transferee and
not absolutely, the Secretary of the Corporation or its transfer agent, if any,
will note such fact in the Corporation's books and the collateral transferee
will be entitled to the rights of a collateral transferee, but not the rights of
an owner.
5.04 Share Certificates. Each issued and outstanding share of stock of the
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Corporation will be represented by a certificate in a form consistent with the
requirements of law, the Articles of Incorporation and these Bylaws, as approved
by the Board. Certificates will be consecutively numbered and registered in the
Corporation's share transfer records as they are issued. Each certificate will
be signed by the Chief Executive Officer and the Secretary, either manually or
by facsimile if the certificate is countersigned by a transfer agent or
registered by a registrar, which is neither the Corporation nor any employee of
the Corporation. Each certificate will contain on its face or back such
recitations or references as may be required by law, the Articles of
Incorporation or these Bylaws.
5.05 Lost and Replacement Certificates. The Board of Directors may direct
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and authorize any officer of the Corporation to issue replacement certificates
upon such terms and conditions as the Board may see fit. Lost or destroyed
certificates may be replaced upon receipt of a suitable affidavit from the
person claiming such loss or destruction. The Board may adopt policies requiring
the person seeking the new certificate to post bond, indemnity or other
guarantee. In addition, the Board may defer the policies for replacement of such
lost and destroyed certificates to the Corporation's transfer agent or
registrar. A certificate for an issued and outstanding share will not be issued
until the previously issued certificate representing such share has been
surrendered and cancelled, except in the case of lost or destroyed certificates.
5.06 Transfer of Shares. Shares of the stock of the Corporation may be
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transferred in accordance with the North Carolina Business Corporation Act.
Nothing in this section expands or enhances the right to transfer, or overrides
or modifies any limitations on the right to transfer, any share of stock which
may be imposed by law, the terms of any registration of such share, or any
contract.
5.07 Signatures. Whenever any certificate is countersigned by a transfer
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agent or by a registrar other than the Corporation or its employee, then the
signatures of the officers or agents of the Corporation may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed on any such certificate shall cease to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation as though the person who signed such certificate or
whose facsimile signature or signatures had been placed thereon were such
officer, transfer agent or registrar at the date of issue.
ARTICLE SIX
BOOKS AND RECORDS, AUDIT, FISCAL YEAR, LEGAL COUNSEL
6.01 Books and Records. The Board of Directors of the Corporation shall
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cause to be kept: (a) a share ledger which shall be a charge of an officer
designated by the Board of Directors; (b) records of all proceedings of
stockholders and directors; and (c) such other records and books of account as
shall be necessary and appropriate to the conduct of the corporate business. The
Corporation's books will be kept under such method of accounting as established
from time to time by the Board. Financial statements and reports will be
prepared on a regular basis working from the Corporation's books as directed by
the Board.
6.02 Audit. The Board of Directors shall cause the records and books of
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account of the Corporation to be audited at least once in each fiscal year and
at such other times as it may deem necessary or appropriate.
6.03 Annual Report. The Board of Directors shall cause to be filed with
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the North Carolina Secretary of State in each year the annual report required by
law.
6.04 Fiscal Year. The fiscal year of the Corporation shall end on
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December 31 of each year or as otherwise established from time to time by the
Board.
6.05 Audit Committee. The Board shall be empowered to appoint an Audit
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Committee empowered to undertake all acts reasonably required for compliance
with the requirements of the Sarbanes Oxley Act.
ARTICLE SEVEN
MISCELLANEOUS PROVISIONS
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7.01 Authority to Execute Documents and Instruments. The Board, except as
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otherwise provided in these Bylaws, may authorize any director, officer,
employee or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and, unless so authorized
(including authorization by other provisions of these Bylaws), no director,
officer, agent, or employee has any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.
7.02 Relation to Articles of Incorporation. These Bylaws are subject to,
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and governed and controlled by and in the following order, applicable law and
the Articles of Incorporation.
7.03 Action Without a Meeting. Any action permitted or required to be
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taken at a meeting of the Shareholders or the Board or any committee there of
may be taken without a meeting if a consent in writing, setting forth the action
taken is signed by all the Shareholders or member of the Board or committee, as
the case may be. Such consent will have the same force and effect as a unanimous
vote at a meeting and may be stated as such in any document or instrument filed
with the Secretary of State, and the execution of such consent will constitute
attendance or presence in person at a meeting of Shareholders, the Board or
committee, as the case may be.
7.04 Telephone Conference Meeting. Subject to the requirements of law, the
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Shareholders and the Board of Directors and any committee thereof may
participate in and hold a meeting by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in such a meeting will constitute attendance
and presence in person at such meeting, except where a person participates in
the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
7.05 Indemnification. To the fullest extent permitted by the North
Carolina Business Corporation Act, as it exists or may hereafter be amended, no
person who is serving or who has served as a director of the Corporation shall
be personally liable to the Corporation or any of its shareholders for monetary
damages for breach of duty as a director. No amendment or repeal of this
article, nor the adoption of any provision inconsistent with this article shall
eliminate or reduce the protections granted herein with respect to any matter
that occurred prior to such amendment, repeal, or adoption. The personal
liability of each director and other persons serving the same purposes under
North Carolina General Statute 55-8-01, whether by or in the right of the
Corporation or otherwise for monetary damages by breach of any duty as a
director shall be indemnified to the fullest extent permitted by Article 8, Part
5 of the North Carolina Business Corporations Act, 55-8-50, et. seq., as
amended.
ARTICLE EIGHT
AMENDMENT OF BYLAWS
8.01 Amendment of Bylaws. The Board has the power to alter, amend or
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repeal these Bylaws or adopt new bylaws, subject to amendment, repeal or
adoption of new bylaws by action of the Shareholders and unless the Shareholders
in so amending, repealing or adopting a new bylaw expressly provide that the
board may not amend or repeal that bylaw. The Board may exercise this power at
any regular or special meeting and without any notice having been contained in
the notice or waiver of notice of such meeting. Unless the Corporation's
Articles of Incorporation or a bylaw adopted by the Shareholders provides
otherwise as to all or some portion of these Bylaws, the Corporation's
Shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may
also be amended by the Board.