SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 3,
1998
Williams Industries, Incorporated
(Exact name of registrant as specified in its charter)
Virginia 0-8190 54-0899518
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) identification No.)
incorporation)
2849 Meadow View Road, Falls Church, Virginia 22042
(Address of principal executive offices) (Zip Code)
(703) 560-5196
(Registrant's telephone number, including area code)
Not Applicable
(Former names or former address if changes since last report)
Item 5. Other Events.
This filing is made to report the adoption by the Board of
Directors of Amended and Restated By-Laws of the Corporation,
which revised document is filed in its entirety by Exhibit
hereto.
ITEM 7. Exhibits
EX 3 By-Laws
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
WILLIAMS INDUSTRIES, INCORPORATED
Date: September 4, 1998 /s/ Frank E. Williams, III
By: Frank E. Williams, III
President
BY-LAWS
OF
WILLIAMS INDUSTRIES, INCORPORATED
ARTICLE I. OFFICES
The principal office of the corporation in the Commonwealth
of Virginia shall be located in the County of Fairfax. The
corporation may have such other offices, either within or
without
the Commonwealth of Virginia, as the Board of Directors may
designate or as the business of the corporation may require from
time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held in the month of November at a date,
hour and place to be fixed by the Board of Directors. The
annual
meeting shall be so held for the purpose of electing Directors
and
for the transaction of such other business as may come before
the
meeting. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the
shareholders,
or at any adjournment thereof, the Board of Directors shall
cause
the election to be held at a special meeting of the shareholders
as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called only by the Chairman, Vice
Chairman, President or by the Board of Directors.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the Commonwealth
of
Virginia unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called
by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any
place, either within or without the Commonwealth of Virginia,
unless otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall
be
the principal office of the corporation in the Commonwealth of
Virginia.
SECTION 4. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of special
meeting, the purpose or purposes for which the meeting is
called,
shall unless otherwise prescribed by statute, be delivered not
less than ten nor more than sixty days before the date of the
meeting, either personally, by facsimile transmission or by
mail,
by or at the direction of the Chairman, or the Secretary, or the
officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited, postage prepaid,
in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the
Corporation.
SECTION 5. Closing of Transfer Books or 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 shareholders 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
of the corporation may provide that the stock transfer books
shall
be closed for a stated period but not to exceed, in any case,
seventy days. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any
case
to be not more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders,
is to be taken. If the stock transfer books are not closed and
no
record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders,
or
shareholders entitled to receive payment of a dividend, the
date
on which notice of the meeting is mailed or the date on which
the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders
has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge
of the stock transfer books for shares of the corporation shall
make a complete list of the shareholders entitled to vote at
each
meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting
for the purpose thereof.
SECTION 7. Quorum. A majority of the outstanding shares
of
the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If
less than a majority of the outstanding shares are represented
at
a meeting, a majority of the shares so represented may adjourn
the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been
transacted at the meeting as originally noticed. The
shareholders
present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by
shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation
before
or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
SECTION 9. Voting of Shares. Subject to the provisions
of
Section 12 of this Article II, each outstanding share entitled
to
vote shall be entitled to one vote upon each matter submitted to
a
vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the By-Laws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares
standing
in the name of a trustee may be voted by him, either in person
or
by proxy, but no trustee shall be entitled to vote shares held
by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be
entitled
to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall
not be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding
shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to
vote
with respect to the subject matter thereof.
SECTION 12. Voting for Board of Directors. At each
election
for Directors every shareholder entitled to vote at such
election
shall have the right to vote, in person or by proxy, the number
of
shares owned by him for as many persons as there are Directors
to
be elected and for whose election he has a right to vote, or to
cumulate his votes by giving one candidate as many votes as the
number of such Directors multiplied by the number of his shares
shall equal, or by distributing such votes on the same principle
among any number of candidates.
SECTION 13. Shareholder Business. To be properly brought
before a meeting of shareholders, business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise
properly
brought before the meeting by or at the direction of the Board
of
Directors or as required by applicable law or regulation, or (c)
otherwise properly brought before an annual meeting by a
shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by
a
shareholder, the shareholder must have given timely notice
thereof
in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be given, either by personal delivery
or
by United States registered or certified mail, postage prepaid,
to
the Secretary of the Corporation not later than sixty days prior
to the date of the anniversary of the immediately preceding
annual
meeting. A shareholder's notice to the Secretary shall set
forth
as to each matter the shareholder proposes to bring before the
annual meeting: (i) a brief description of the business desired
to
be brought before the annual meeting, including the complete
text
of any resolutions to be presented at the annual meeting, with
respect to such business, and the reasons for conducting such
business at the meeting, (ii) the name and address of record of
the shareholder proposing such business, (iii) the number of
shares of the Corporation that are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder
in
such business. In the event that a shareholder attempts to
bring
business before an annual meeting without complying with the
foregoing procedure, the chairman of the meeting may declare to
the meeting that the business is out of order and not properly
brought before the meeting and, if he shall so declare, such
business shall not be transacted.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
the
corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number
of
directors of the corporation shall be not more than nine (9) nor
fewer than three (3). Within such range, the Board of Directors
shall fix the number of directors to stand for each annual
election by resolution adopted more than twenty-one days before
the date of the annual meeting. No person shall serve as a
director if such nominee will reach the age of seventy five
during
his term of office. Each director shall hold office until the
next annual meeting of shareholders and until his successor
shall
have been elected and qualified. Nominations for the election
of
directors shall be made by the Board of Directors or by any
shareholder entitled to vote in elections of directors.
However,
any shareholder entitled to vote in elections of directors may
nominate one or more persons for election as directors at an
annual meeting only if written notice of such shareholder's
intent
to make such nomination has been given, either by personal
delivery or by United States registered or certified mail,
postage
prepaid, to the Secretary of the Corporation not later than
sixty
days prior to the date of the anniversary of the immediately
preceding annual meeting. Each notice shall set forth: (i) the
name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (ii) a
representation that the shareholder is a holder of record of
shares of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate
the person or persons specified in the notice, (iii) a
description
of all arrangements, understandings, or relationships between
the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder, and (iv) such
other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities
and
Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors, and shall include a
consent signed by each such nominee to serve as a director of
the
Corporation if so elected. The chairman of the meeting may rule
out of order and refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
SECTION 3. Regular Meetings. A regular meeting of the
Board
of Directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting
of
shareholders. The Board of Directors may provide, by
resolution,
the time and place for the holding of additional regular
meetings
without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board
of Directors may be called by or at the request of the Chairman,
the Vice Chairman, the President or any two Directors. The
person
or persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting of
the
Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be
given at least two (2) days previously thereto by written notice
delivered personally, transmitted by facsimile or mailed to each
director at his business address, or by telegram. If mailed,
such
notice shall be deemed to be delivered when received. If notice
be given by telegram, such notice shall be deemed to be
delivered
when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of
such
meeting, except where a director attends a meeting for the
express
purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors
serving pursuant to Section 2 or Section 9 of this Article III
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority
is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of
the
directors present at a meeting at which a quorum is present
shall
be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may
be
taken by the Board of Directors at a meeting may be taken
without
a meeting if a consent in writing, setting forth the action so
to
be taken, shall be signed before such action by all of the
Directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board
of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board
of
Directors, unless otherwise provided by law. A director elected
to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason
of
an increase in the number of directors may be filled by election
by the Board of Directors for a term of office continuing only
until the next election of Directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as director or a fixed sum for attendance
at
each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 11. Presumption of Assent. A director of the
corporation who is present at a meeting of the Board of
Directors
at which action on any corporate matter is taken shall be
presumed
to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file
his
written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall
forward such dissent by certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
ARTICLE IV. OFFICERS
SECTION 1. Number. The Officers of this company shall
consist of a Chairman, a President, a Secretary, a Treasurer and
such other officers, agents, representatives and employees as
shall from time to time be chosen and appointed by the Board of
Directors, including but not limited to a Vice Chairman, Vice
President(s), Assistant Treasurer(s), and/or Assistant
Secretary(ies). The same person may hold more than one office
if
so appointed by the Board of Directors and allowed by applicable
law.
SECTION 2. Election and Term of Office. The officers of
the
corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of
the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified
or
until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed
by
the Board of Directors whenever in its judgment, the best
interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any,
of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be
filled by the Board of Directors for the unexpired portion of
the
term. In the event that the office of Assistant to the Office
in
question is filled, the incumbent (or the senior incumbent in
the
event more than one assistant has been elected) shall in such
event become the Acting Officer, subject to the direction of the
Chairman, Vice Chairman, and President, until the next meeting
of
the Board of Directors.
SECTION 5. Chairman. The Chairman shall perform all
duties
appropriate to that office and shall exercise general
supervisory
authority over the affairs of the corporation subject to the
advice and direction of the Board of Directors. The Chairman
shall preside at all meetings of the Board of Directors or
shareholders. The Chairman may sign, together with the
Secretary
or any other proper official of the Company thereunto authorized
by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other
instruments, except in cases where the law requires such
instruments to be otherwise signed or executed.
SECTION 6. Vice Chairman. In the absence of the Chairman,
the Vice Chairman shall preside at the meetings of the Directors
or shareholders. The Vice Chairman shall perform such other
duties as delegated by the Chairman or specified by the Board of
Directors from time to time.
SECTION 7. President. The President shall be the chief
executive and operating officer of the corporation, and shall
have
general charge and control over the day-to-day affairs of the
corporation, subject to the advice and direction of the
Chairman,
the Vice Chairman, and the Board of Directors, and in general
shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors
from time to time. The President may sign contracts on behalf
of
the company, or other instruments which the Board of Directors
has
authorized to be executed, except in cases where the law
requires
such instruments to be otherwise signed or executed. In the
event
of the absence of the Chairman and either the absence or the
vacancy of the office of Vice Chairman, the President shall
preside at meetings of the Board of Directors and of the
Shareholders.
SECTION 8. Vice-President. In the absence of the
President
or in the event of his death, disability or refusal to act, the
Vice-President shall perform the duties of the President, and
when
so acting, shall have all the powers of and be subject to all
the
restrictions upon the President. The Vice-President shall
perform
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 9. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board
of
Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed
to
all documents the execution of which on behalf of the
corporation
under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the
President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of
the
Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform
all
duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the President or
by
the Board of Directors.
SECTION 10. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for
moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of
Article
V of these By-Laws; and c) in general perform all of the duties
incident to the office of Treasurer and such other duties as
from
time to time may be assigned to him by the President or by the
Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board
of Directors shall determine.
SECTION 11. Other Officers. Such other Officers as the
Board of Directors may from time to time elect shall perform
such
duties as are normally incident to their office or designated by
the Board of Directors.
SECTION 12. Salaries. The salaries of the officers shall
be
fixed from time to time by the Board of Directors, and no
officer
shall be prevented from receiving such salary by reason of the
fact that he is also a director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and
on behalf of the Corporation, and such authority may be general
or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf
of
the Corporation and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to
specific
instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other
depositaries as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates
representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such
certificates
shall be signed by the Chairman or the President and by the
Secretary, or by such other officers authorized by law and by
the
Board of Directors so to do, and sealed with the corporate
seal.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to
whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate
shall be issued until the former certificate for a like number
of
shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may
be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of
the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate
for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to
be
the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of August and end on the 31st day of July in each succeeding
year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and
the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
articles of incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the state of incorporation and the
words, "Corporate Seal".
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation of under the
provisions of the Virginia Stock Corporation Act, a waiver
thereof
in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall
be
deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended, or repealed and new
By-Laws may be adopted by the Board of Directors at any regular
or
special meeting of the Board of Directors.
ARTICLE XII. EXECUTIVE COMMITTEE
The Directors of the Corporation may hereafter establish an
Executive Committee consisting of three members of the Board of
Directors, who shall have all the authority of the Board of
Directors when the Board of Directors is not in session, except
the power to amend the Articles of Incorporation or to adopt a
merger or consolidation. The Executive Committee shall report
all
of its actions to the Board of Directors. Meetings of the
Executive Committee shall be called by the Secretary of the
Corporation, from time to time, at the direction and upon the
request of the President or any two members of the Executive
Committee. Notice of such meetings shall in each instance be
given each member of the Committee at his last known business
address at least two days before the meeting, either orally or
in
writing, delivered personally or by mail, facsimile, telegraph
or
telephone. A regular meeting of the Executive Committee shall
be
held without other notice than this By-Law. The Board of
Directors may provide, by resolution, the time and place for the
holding of regular meetings of the Executive Committee and for
holding of additional regular meetings without other notice than
such resolution.
ARTICLE XIII. LIMITATION ON LIABILITY/INDEMNITY
Each Director and Officer of the Corporation shall be
subject
to the limitations on liability and shall be indemnified by the
Corporation to the full extent and in the manner permitted by
Section 13.1-692.2 and Sections 13.1-696 thru 13.1-704 of the
Code
of Virginia (1950), as amended. The remaining provisions of
this
ARTICLE XIII shall be deemed to be, and shall be construed, in
furtherance of the foregoing and not by way of limitation.
No past or present Director or officer of the Corporation
shall be personally liable to the Corporation or its
shareholders
for monetary damages related to his or her having served as a
Director or officer of the Corporation; provided, however, that
the foregoing clause shall not apply to his or her liability for
willful misconduct, knowing violation of a criminal law or of
any
federal or state securities law, including, without limitation,
any claim of unlawful insider trading or manipulation of the
market for any security.
The Corporation shall indemnify against any loss or
liability, including without limitation court costs and
attorney's
fees, to the fullest extent permitted by law, any person made or
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, by reason of the
fact that he or she, his or her testator or intestate is or was
a
Director or officer of the Corporation or any predecessor of the
Corporation, or serves or served any other enterprise as a
Director, officer, employee or agent at the request of the
Corporation or any predecessor of the Corporation; provided,
however, that the foregoing indemnification shall not apply to
willful misconduct or to a knowing violation of criminal law.
The
indemnification provided by this Paragraph shall apply to
actions
or proceedings brought by any party, including the Corporation
or
its shareholders. The Board of Directors shall have power to
pay
advances and reimbursements of expenses to any person seeking
indemnification pursuant to this Article.
The Corporation may purchase and maintain insurance on
behalf
of any person who is or was a Director, officer, employee or
agent, or is or was serving at the request of the Corporation as
a
Director, officer, employee or agent of another enterprise,
against any liability asserted against him or her or incurred by
him or her in any such capacity.
