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EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
METRO INFORMATION SERVICES, INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
1.1 ANNUAL MEETING. The annual meeting of the shareholders for
the election of directors and the transaction of such other business as may
properly come before it shall be held at the principal office of METRO
INFORMATION SERVICES, INC. (the "Corporation") in the City of Virginia Beach,
Commonwealth of Virginia, or at such place within or without the Commonwealth of
Virginia as shall be set forth in the notice of annual meeting. The meeting
shall be held on the second Tuesday of June of each and every year, at 2:30 p.m.
or at such other date and time as is designated in the notice of annual meeting.
The Secretary of the Corporation (the "Secretary") shall give the notice of
annual meeting, which shall include the place, date and hour of the meeting.
Such notice shall be given, either personally or by mail, not less than ten (10)
nor more than sixty (60) days before the meeting date. If mailed, the notice
shall be addressed to the shareholder at the shareholder's address as it appears
on the Corporation's record of shareholders, unless the shareholder shall have
filed with the Secretary a written request that notices intended for the
shareholder are to be mailed to a different address. Notice of annual meetings
may be waived by a shareholder by submitting a signed waiver to the Secretary
either before or after the meeting, or by attendance at the meeting.
1.2 SPECIAL MEETING. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by a majority of the
directors or by the President of the Corporation (the "President"). The written
notice of a special shareholders' meeting shall be given not less than ten (10)
nor more than sixty (60) days before the date set for the meeting, and shall
state the place within or without the Commonwealth of Virginia where the meeting
will be held, the date and hour of the meeting, the purpose or purposes for
which it is called, and the name of the person by whom or at whose direction the
meeting is called. The notice shall be given to each shareholder of record in
the same manner as the notice of the annual meeting; provided, however, that
such notice, if mailed, shall be sent certified mail, return receipt requested.
No business other than that specified in the notice shall be transacted at any
such special meeting. Notice of a special shareholders' meeting may be waived by
the shareholder submitting a signed waiver to the Secretary or by attendance at
the meeting.
1.3 QUORUM. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares entitled to vote shall
constitute a quorum for the transaction of business at all meetings of
shareholders. If a quorum does not exist, less than a quorum may adjourn the
meeting to a future date at which a quorum shall be present or represented. At
such adjourned meeting, any business may be transacted which might have been
transacted at the meeting as originally called.
1.4 RECORD DATE. The Board of Directors (the "Board") may fix
in advance the record date for the determination of which shareholders are
entitled to notice of a meeting, or for any other purposes requiring such a
determination. The record date may not be more than seventy (70) days before the
meeting or action. A determination of which shareholders are entitled to notice
of, or to vote at, a shareholders' meeting is effective for any adjournment of
the shareholders' meeting, unless the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original
shareholders' meeting. In such case, a new record date must be fixed, and notice
must be given to all persons who are shareholders as of the new record date.
1.5 VOTING. A shareholder entitled to vote at a meeting may
vote in person or by proxy. Except as otherwise provided by the Virginia Stock
Corporation Act (the "Act") or the Articles of Incorporation of the Corporation,
as they may be from time to time amended, modified, supplemented or restated
(the "Articles"), every
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shareholder shall be entitled to one vote for each share standing in the
shareholder's name on the Corporation's record of shareholders. Except as
otherwise provided by these Bylaws, the Articles or the Act, the affirmative
vote of a majority of the shares represented at the meeting and entitled to vote
shall be the act of the shareholders.
1.6 PROXIES. Every proxy must be dated and signed by the
shareholder or by the shareholder's attorney-in-fact. No proxy shall be valid
after the expiration of eleven (11) months from the date of its execution,
unless otherwise provided therein. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except where an irrevocable proxy is
permitted by statute and is granted by the shareholder.
1.7 CONSENTS. Actions required or permitted by the Act, the
Articles or these Bylaws, to be taken at a shareholder meeting may be taken
without a meeting if one or more written consents are signed by all the
shareholders entitled to vote on the action and such consents are delivered to
the Secretary.
ARTICLE II
DIRECTORS
2.1 NUMBER AND QUALIFICATIONS. The Board shall consist of at
least one (1) member but not more than eleven (11) members as such number may be
determined, from time to time, by the Board. The maximum number of directors may
be increased or decreased by an amendment to the Bylaws adopted by the
shareholders. Directors need not be shareholders of the Corporation.
2.2 MANNER OF ELECTION. Unless the provisions of Section 2.4
below apply, each director shall be elected by a plurality vote of the
shareholders at the annual meeting of shareholders.
2.3 TERM OF OFFICE. Unless the provisions of Section 2.4 below
apply, the term of office of each director shall be the longer of one (1) year
from the annual meeting of the shareholders at which the director was elected
and until the director's successor has been duly elected and has qualified.
2.4 STAGGERED BOARD. Beginning with the first meeting of
shareholders at which three or more directors are to be elected and thereafter
so long as the Corporation has three or more directors, the members of the Board
shall be divided into three classes, Class 1, Class 2 and Class 3, as nearly
equal in number as possible. In that event, the terms of the directors in Class
1 shall expire at the first annual shareholders' meeting after their election,
the terms of Class 2 directors shall expire at the second annual shareholders'
meeting following their election and the terms of the Class 3 directors shall
expire at the third annual shareholders' meeting after their election. At each
annual shareholders' meeting after the first elections of the Class 1, Class 2
and Class 3 directors, as the case may be, directors shall be chosen for a term
of three (3) years. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be apportioned among the
classes by the Board as to make all classes as nearly equal in number as
possible.
2.5 DUTIES AND POWERS. The Board shall control and manage the
affairs and business of the Corporation. The directors may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper, but which are not inconsistent with the
Act, the Articles or these Bylaws. The Board may elect a chairperson who shall
preside at all meetings of the Board.
2.6 MEETINGS. The Board shall meet for the election or
appointment of officers and for the transaction of any other business as soon as
practicable after the adjournment of the annual meeting of the shareholders.
Other regular meetings of the Board shall be held at such times as the Board may
from time to time determine. Special meetings of the Board may be called by the
President at any time. On the written request of any two directors, the
President shall call a special meeting to be held not more than seven (7) days
after the receipt of such request.
2.7 NOTICE OF MEETINGS. No notice need be given of any regular
meeting of the Board. The
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Secretary shall serve notice of special meetings on each director in person or
by certified mail, return receipt requested, addressed to the director at the
director's last known post office address, or by facsimile, or personal
delivery, at least twenty-four (24) hours before the date of such meeting,
specifying the time and place of the meeting and the business to be transacted.
At any meeting at which all of the directors shall be present, although held
without notice, any business may be transacted which might have been transacted
if the meeting had been duly called.
2.8 PLACE OF MEETING. The Board may hold its meeting within or
without the Commonwealth of Virginia, at such place as may be designated in the
notice of the meeting.
2.9 QUORUM. At any meeting of the Board, the presence of a
majority of the Board shall constitute a quorum for the transaction of business.
Should a quorum not be present, a lesser number may adjourn the meeting to some
further time, not more than seven (7) days later.
2.10 VOTING. At all meetings of the Board, each director shall
have one vote irrespective of the number of shares that the director may hold.
If a quorum is present for a Board meeting, the vote of a majority of the Board,
except as otherwise provided by the Act or the Articles, shall be the act of the
Board.
2.11 COMPENSATION. Each director shall be entitled to receive
for attendance at each meeting of the Board, or of any duly constituted
committee of the Board, such fee as is fixed by the Board.
2.12 VACANCIES. Any vacancy occurring in the Board by death,
resignation or otherwise shall be filled promptly by a majority vote of the
remaining directors at a special meeting which shall be called for that purpose
within thirty (30) days after the occurrence of the vacancy. The director thus
chosen (the "newly-elected director") shall hold office for the unexpired term
of the newly-elected director's predecessor and until the election and
qualification of the newly-elected director's successor.
2.13 RESIGNATION. Any director may resign at any time by
delivering written notice to the Board, the President or the Secretary. A
resignation is effective on delivery of the notice.
2.14 REMOVAL. Any director whose term has not expired may be
removed by the shareholders only at the annual meeting of shareholders. Removal
of a director by the shareholders shall require a two-thirds vote of the
outstanding shares entitled to vote. The Board may remove any director at any
time, provided no less than two-thirds of the Board votes in favor of the
director's removal.
2.15 COMMITTEES. At any time the number of members of the
Board is three or greater, the Board may establish one or more committees and
appoint members of the Board to serve on them. Each committee shall have two or
more members and shall serve at the pleasure of the Board. The creation of a
committee and the appointment of members to it shall be approved by a majority
of all the directors in office when the action is taken or such greater number
of directors if now or hereafter required by the Articles of Incorporation. The
Board shall establish, from time to time, the duties and responsibilities of
each committee it establishes and, to the extent permitted by law, each
committee, to the extent duties and responsibilities are so delegated to it by
the Board, may exercise the authority of the Board. No person who is not a
member of the Board shall serve on any committee. The provisions of Sections
2.6, 2.7, 2.8, 2.9 and 2.10, which govern meetings, notice of meetings, place of
meeting, quorum and voting of the Board shall apply to meetings of committees.
ARTICLE III
OFFICERS
3.1 OFFICERS AND QUALIFICATIONS. The officers of the
Corporation shall consist of a President and a Secretary. Other officers of the
Corporation may include one (1) or more Vice Presidents, a Treasurer, one (1) or
more assistant secretaries, and such other officers as the Board may appoint.
Vice Presidents may be classified by the Board as Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents-Business Development, Vice Presidents,
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Assistant Vice Presidents or any other designation as the Board shall determine.
The same individual may simultaneously hold more than one (1) office.
3.2 ELECTION. All officers of the Corporation shall be elected
either annually by the Board at its meeting held immediately after the annual
meeting of shareholders or at a meeting of the Board specially called for that
purpose.
3.3 TERM OF OFFICE. All officers shall hold office until their
successors have been duly elected and qualified, or until removed as provided
herein.
3.4 REMOVAL OF OFFICERS. Any officer may be removed with or
without cause by the vote of a majority of the Board.
3.5 DUTIES OF OFFICERS. The duties and powers of the officers
of the Corporation shall be as follows and as shall hereafter be set by
resolution of the Board:
PRESIDENT
A. The President shall preside at all meetings of the
Board, unless the Board has elected a Chairperson, and at all meetings of the
shareholders.
B. The President shall present at each annual meeting
of the shareholders and directors a report of the condition of the business of
the Corporation.
C. The President shall cause to be called regular and
special meetings of the shareholders and directors as required by the Act and
these Bylaws.
D. The President shall, subject to the approval of
the Board, appoint, discharge, and fix the compensation of all employees and
agents of the Corporation other than the duly elected officers.
E. The President has authority to sign and execute,
in the name of the Corporation, all contracts, and all notes, drafts, or other
orders for the payment of money.
F. The President shall sign all certificates
representing shares.
G. The President shall cause all books, reports,
statements and certificates to be properly kept and filed as required by the
Act.
H. The President shall enforce these Bylaws and
perform all duties incident to the President's office as required by the Act.
Generally, he shall supervise and control the business and affairs of the
Corporation.
I. The President shall, in the absence of any
officer, perform any absent officer's duties as set forth in these Bylaws.
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VICE PRESIDENT
Vice Presidents shall perform such duties and functions as the
Board may, from time to time, prescribe. Unless otherwise determined by the
Board, during the absence or incapacity of the President, Vice Presidents in the
following order: Executive Vice President, Senior Vice President, Vice President
- Business Development, Vice President and Assistant Vice President, shall
perform the duties of the President. When acting on behalf of the President,
such Vice President shall have all of the powers and be subject to all of the
responsibilities of the office of President.
SECRETARY
A. The Secretary shall keep the minutes of the
meetings of the Board and of the shareholders in appropriate books. The
Secretary shall also keep a record of all actions taken, with or without a
meeting, by the shareholders, Board or any committee of the Board.
B. The Secretary shall attend to the giving of notice
of special meetings of the Board and of all the meetings of the shareholders of
the Corporation.
C. The Secretary shall be custodian of the records
and seal of the Corporation and shall affix the seal to the certificates
representing shares and other corporate papers when required.
D. The Secretary shall keep a record of the
shareholders containing the names of all shareholders, their places of
residence, the number and class of shares held by each and the dates when each
shareholder became an owner of record. The Secretary shall keep a record of all
written communications to shareholders generally within the past three (3)
years.
E. The Secretary shall keep all records open for
inspection, daily during the usual business hours, within the limits prescribed
by the Act. At the request of the person entitled to an inspection thereof, the
Secretary shall prepare and make available a current list of the officers and
directors of the Corporation and their business addresses.
F. The Secretary shall sign all certificates
representing shares and affix the corporate seal.
G. The Secretary shall attend to all correspondence
and present to the Board at its meeting all official communications received by
him.
H. The Secretary shall perform all the duties
incident to the office of Secretary.
TREASURER
A. The Treasurer shall have the care and custody of
and be responsible for all the funds and securities of the Corporation, and
shall deposit funds and securities in the name of the Corporation in such banks
or safe deposit companies as the Board may designate.
B. The Treasurer has authority to make, sign, and
endorse, in the name of the Corporation, all checks, drafts, notes, and other
orders for the payment of money, and pay out and dispose of such under the
direction of the President or the Board.
C. The Treasurer shall keep at the principal office
of the Corporation accurate books of account of all its business and
transactions and shall at all reasonable hours exhibit books and accounts to any
director on application at the office of the Corporation during business hours.
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D. The Treasurer shall render a report of the
condition of the finances of the Corporation at each regular meeting of the
Board and at such other times as shall be required of him, and the Treasurer
shall make a full financial report at the annual meeting of the shareholders.
E. The Treasurer shall further perform all duties
incident to the office of Treasurer of the Corporation.
F. If required by the Board, the Treasurer shall give
such bond as it shall determine appropriate for the faithful performance of the
Treasurer's duties.
OTHER OFFICERS
Other officers shall perform such duties and have such powers
as may be assigned to them by the Board.
3.6 VACANCIES. All vacancies in any officer's office shall be
filled promptly by the Board, either at regular meetings or at a meeting
specially called for that purpose.
3.7 COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be fixed by the Board.
3.8 REIMBURSEMENT OF COMPENSATION OF OFFICERS. Any payments
made to an officer of the Corporation such as salary, commission, bonus,
interest, rent or entertainment expense incurred by the officer, 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 directors, as a Board,
to enforce payment of each amount disallowed. In lieu of payment by the officer,
subject to the determination of the directors, proportionate amounts may be
withheld from the officer's future compensation payments until the amount owed
to the Corporation has been recovered.
ARTICLE IV
SEAL
The seal of the Corporation shall be as follows:
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ARTICLE V
SHARES
5.1 CERTIFICATES. The shares of the Corporation shall be
represented by certificates prepared by the Board and signed by (or facsimile
signature thereof) the President and the Secretary and sealed with the seal of
the Corporation. The certificates shall be numbered consecutively and in the
order in which they are issued, and a record shall be maintained of the name of
the person to whom the shares represented by each such certificate is issued,
and the number and class or series of such shares, and the date of issue. Each
certificate shall state the registered holder's name, the number and class of
shares represented, the date of issue and the par value (if any) of such shares.
5.2 SUBSCRIPTIONS. Subscriptions to the shares shall be paid
at such times and in such installments as the Board may determine. If default
shall be made in the payment of any installment as required by such resolution,
the Board may, in the manner prescribed by the Act, declare the shares and all
previous payments thereon forfeited for the use of the Corporation.
5.3 TRANSFER OF SHARES. The shares of the Corporation shall be
assignable and transferable only on the books and records of the Corporation and
by the registered owner, or by the registered owner's duly authorized attorney,
on surrender of the certificate duly and properly endorsed with proper evidence
of authority to transfer. The Corporation shall issue a new certificate for the
shares surrendered to the person or persons entitled to receive such shares.
5.4 RETURN CERTIFICATES. All certificates for shares changed
or returned to the Corporation for transfer shall be marked by the Secretary
"Cancelled," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of their
issue. The returned certificate may be inserted in the certificate book.
ARTICLE VI
DISTRIBUTIONS
The Board, at any regular or special meeting, may authorize
and make distributions to its shareholders; provided, however, no distribution
may be made to the extent not permitted by the Act.
ARTICLE VII
BILLS, NOTES, ETC.
All bills payable, notes, checks, drafts, warrants, or other
negotiable instruments of the Corporation shall be made in the name of the
Corporation, and shall be signed by the President, Treasurer or Secretary, or by
such officer or officers as the Board shall from time to time by resolution
direct. No officer or agent of the Corporation, either singly or jointly with
others, shall have the power to make any bill payable, note, check, draft,
warrant or other negotiable instrument, or endorse the same in the name of the
Corporation, or contract or cause to be contracted any debt of liability in the
name and on behalf of the Corporation, except as herein expressly prescribed and
provided.
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ARTICLE VIII
OFFICES
The principal office of the Corporation shall be located in
the City of Virginia Beach, Commonwealth of Virginia. The Board may change the
location of the principal office of the Corporation and may, from time to time,
designate other offices within or without the state as the business of the
Corporation may require.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended, repealed or added to by
the affirmative vote of a majority of the shareholders entitled to vote in the
election of any director at an annual meeting or a special meeting called for
that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meeting at the shareholder's last
known post office address at least ten (10) days before the date of such annual
or special meeting. The notice shall state the alterations, amendments,
additions or changes which are proposed to be made in such Bylaws. Only such
changes shall be made as have been specified in the notice. The Bylaws may also
be altered, amended or repealed, or new Bylaws adopted by a majority of the
entire Board at a regular or special meeting of the Board. However, any Bylaws
adopted by the Board may be altered, amended or repealed by the shareholders.
ARTICLE X
WAIVER OF NOTICE
Whenever, under the provisions of these Bylaws or the Act, any
shareholder or director is entitled to notice of any regular or special meeting
or of any action to be taken by the Corporation, such meeting may be held or
such action may be taken without the giving of such notice, provided every
shareholder or director entitled to such notice waives the notice requirement in
a signed writing delivered to the Secretary.
I hereby certify that this is a true and correct copy of the
Bylaws of METRO INFORMATION SERVICES, INC. adopted by the Board on the 13th day
of June, 2000.
METRO INFORMATION SERVICES, INC.
By /s/ ROBERT J. EVELEIGH
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Robert J. Eveleigh
Secretary
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