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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PB FINANCIAL SERVICES CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 58-2466560
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(State of incorporation or organization) (I.R.S. employer
identification no.)
9570 Medlock Bridge Road
Duluth, Georgia 30097
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(Address of principal executive offices) (zip code)
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If this form relates to the registration of a class of If this form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instructions A(c)(1) please simultaneously with the effectiveness of a concurrent
check the following box. [ ] registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check
the following box. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, $5.00 par value None
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This Registration Statement contains a total of 29 pages.
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
PB Financial's authorized capital stock consists of 10,000,000 shares
of $5.00 par value common stock. The holders of the PB Financial common stock
have unlimited voting rights and are entitled to one vote per share for all
purposes. Holders of PB Financial common stock are entitled to any dividends as
may be declared by the Board of Directors of PB Financial in compliance with the
provisions of the Georgia Business Corporation Code and the regulations of the
appropriate regulatory authorities, and to receive the net assets of the
corporation upon dissolution. The PB Financial common stock does not have any
preemptive rights with respect to acquiring additional shares of PB Financial
common stock, and the shares are not subject to any conversion, redemption or
sinking fund provisions. The outstanding shares of PB Financial common stock are
fully-paid and nonassessable. PB Financial common stock does not have cumulative
voting rights in the election of PB Financial directors.
Item 2. EXHIBITS
The following exhibits are filed as part of the Registration Statement.
2(a) Articles of Incorporation.
2(b) Bylaws.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE PB FINANCIAL SERVICES CORPORATION
Dated: July 15, 1999 By: /s/ Monty G. Watson
---------------------------------
Monty G. Watson
President
3
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE PB FINANCIAL SERVICES CORPORATION
1.
The name of the Corporation is: "The PB Financial Services
Corporation."
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The object of the Corporation is pecuniary gain and profit, and the
Corporation is formed for the purpose of becoming and operating as a bank
holding company and engaging in such related and permissible activities in
connection therewith as the Board of Directors may from time to time specify by
resolution.
4.
The Corporation shall have the authority to issue ten million
(10,000,000) shares of common stock (the "Common Stock"), $5.00 par value.
<PAGE> 2
5.
The initial registered office of the Corporation shall be at 9570
Medlock Bridge Road, Duluth, Fulton County, Georgia 30096. The initial
registered agent of the Corporation at such address shall be Monty G. Watson.
6.
The mailing address of the initial principal office of the corporation
is P.O. Box 933, Duluth, Georgia 30096.
7.
The Board of Directors shall have the right to adopt, amend or repeal
the bylaws of the Corporation by the affirmative vote of a majority of all
directors then in office, and the shareholders shall have such right by the
affirmative vote of a majority of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors.
8.
(a) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed without cause only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
(b) At any shareholders' meeting with respect to which notice of such
purpose has been given, the entire Board of Directors or any individual director
may be removed with cause only by the affirmative vote of the holders of at
least a majority of the issued and outstanding shares of the Corporation
entitled to vote in an election of directors.
<PAGE> 3
(c) For purposes of this Article 8, a director of the Corporation may
be removed for cause if (i) the director has been convicted of a felony; (ii)
any bank regulatory authority having jurisdiction over the Corporation requests
or demands the removal; or (iii) at least two-thirds (2/3) of the directors of
the Corporation then in office, excluding the director to be removed, determine
that the director's conduct has been inimical to the best interests of the
Corporation.
9.
The initial Board of Directors of the Corporation shall consist of
eleven (11) members who shall be and whose addresses are:
Robert D. Cheeley 435 Old Homestead Trail
Duluth, Georgia 30097
Daniel B. Cowart 4607 Armley Court
Norcross, Georgia 30092
Paul D. Donaldson 2140 Arbor Chase
Cumming, Georgia 30041
Charles Douglas 350 Royal Birkdale Court
Duluth, Georgia 30136
Dexter R. Floyd 5762 Revington Drive
Duluth, Georgia 30136
J. Edwin Howard 6569 Pleasantdale Road
Doraville, Georgia 30340
John J. Howard 2586 Green Valley Drive
Norcross, Georgia 30071
J. Stephen Hurst 1260 Old Woodbine Road
Atlanta, Georgia 30308
Charles A. Machemehl, III 130 Vintage Club Court
Duluth, Georgia 30097
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J. Paul Maggard 100 Downing Street
Alpharetta, Georgia 30202
Monty G. Watson 305 Parian Run
Duluth, Georgia 30097
10.
(a) A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages, for breach of any duty as
a director, except for liability for:
(i) any appropriation, in violation of his
or her duties, of any business opportunity of the
Corporation;
(ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing
violation of law;
(iii) the types of liability set forth in
Section 14-2-832 of the Georgia Business Corporation
Code dealing with unlawful distributions of corporate
assets to shareholders; or
(iv) any transaction from which the
director derived an improper material tangible
personal benefit.
(b) Any repeal or modification of this Article by the shareholders of
the Corporation shall be prospective only and shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
11.
Any action required by law or by the Bylaws of the Corporation to be
taken at a meeting of the shareholders of the Corporation, and any action which
may be taken at such a meeting, may be taken without a meeting, if written
consent, setting forth the action so taken, is signed by persons entitled to
vote at a meeting those shares having sufficient voting power to cast not less
than the
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minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote were present and voted. Notice
of such action without a meeting by less than unanimous written consent shall be
given within ten (10) days after taking such action to those shareholders of
record on the date when the written consent is first executed and whose shares
were not represented on the written consent.
12.
(a) Approval of any merger or share exchange of the Corporation with or
into any other corporation, or any sale, lease, exchange or other disposition of
substantially all of the assets of the Corporation to any other corporation,
person or other entity, shall require either:
(i) the affirmative vote of two-thirds
(2/3) of the directors of the Corporation then in
office and the affirmative vote of a majority of the
issued and outstanding shares of the corporation
entitled to vote; or
(ii) the affirmative vote of a majority of
the directors of the Corporation then in office and
the affirmative vote of the holders of at least
two-thirds (2/3) of the issued and outstanding shares
of the Corporation entitled to vote.
(b) The Board of Directors shall have the power to determine for the
purposes of this Article 13, on the basis of information known to the
Corporation, whether any sale, lease or exchange or other disposition of part of
the assets of the Corporation involves substantially all of the assets of the
Corporation.
(c) Unless two-thirds (2/3) of the directors then in office shall
approve the proposed change, this Article 13 may be amended or rescinded only by
the affirmative vote of the holders of at least two-thirds (2/3) of the issued
and outstanding shares of the Corporation entitled to vote thereon,
<PAGE> 6
at any regular or special meeting of the shareholders, and notice of the
proposed change must be contained in the notice of the meeting.
13.
Should any provision of these Articles of Incorporation, or any clause
hereof, be held to be invalid, illegal or unenforceable, in whole or in part,
the remaining provisions and clauses of these Articles of Incorporation shall
remain valid and fully enforceable.
14.
The name and address of the incorporator of the Corporation is:
Monty G. Watson
5717 Fairley Hall Court
Norcross, Georgia 30092
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IN WITNESS WHEREOF, the undersigned has caused these Amended and
Restated Articles of Incorporation to be executed, this 28th day of May, 1999.
THE PB FINANCIAL SERVICES CORPORATION
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Monty G. Watson
President
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BYLAWS
THE PB FINANCIAL SERVICES CORPORATION
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BYLAWS
THE PB FINANCIAL SERVICES CORPORATION
INDEX
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PAGE
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ARTICLE ONE - OFFICES....................................................................................... 1
ARTICLE TWO - SHAREHOLDERS' MEETINGS........................................................................ 1
2.1 Annual Meeting
2.2 Special Meetings.............................................................................. 1
2.3 Place......................................................................................... 1
2.4 Notice........................................................................................ 1
2.5 Quorum........................................................................................ 2
2.6 Proxies; Required Vote........................................................................ 2
2.7 Presiding Officer and Secretary ............................................................... 2
2.8 Shareholder List .............................................................................. 2
2.9 Action in Lieu of Meeting .................................................................... 2
ARTICLE THREE - DIRECTORS .................................................................................. 2
3.1 Management ................................................................................... 2
3.2 Number of Directors .......................................................................... 3
3.3 Vacancies ................................................................................... 3
3.4 Election of Directors ........................................................................ 3
3.5 Removal ...................................................................................... 3
3.6 Resignation .................................................................................. 3
3.7 Compensation ................................................................................. 3
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3.8 Honorary and Advisory Directors .............................................................. 3
ARTICLE FOUR - COMMITTEES .................................................................................. 4
4.1 Executive Committee .......................................................................... 4
4.2 Other Committees ............................................................................. 5
4.3 Removal ...................................................................................... 5
ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS .......................................................... 5
5.1 Time and Place ............................................................................... 5
5.2 Regular Meetings ............................................................................. 5
5.3 Special Meetings ............................................................................. 5
5.4 Content and Waiver of Notice ................................................................. 6
5.5 Quorum; Participation by Telephone ........................................................... 6
5.6 Action in Lieu of Meeting .................................................................... 6
5.7 Interested Directors and Officers ............................................................ 6
ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES ............................................................... 7
6.1 General Provisions ........................................................................... 7
6.2 Powers and Duties of the Chairman of the Board and the President.............................. 7
6.3 Powers and Duties of Vice Presidents ......................................................... 8
6.4 Powers and Duties of the Secretary ........................................................... 8
6.5 Powers and Duties of the Treasurer ............................................................ 8
6.6 Appointment, Powers and Duties of Assistant Secretaries ...................................... 8
6.7 Appointment, Powers and Duties of Assistant Treasurers ....................................... 9
6.8 Delegation of Duties ......................................................................... 9
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ARTICLE SEVEN - CAPITAL STOCK ............................................................................... 9
7.1 Certificates ................................................................................. 9
7.2 Shareholder List ............................................................................ 10
7.3 Transfer of Shares .......................................................................... 10
7.4 Record Dates ................................................................................ 10
7.5 Registered Owner ............................................................................ 10
7.6 Transfer Agent and Registrars ............................................................... 10
7.7 Lost Certificates .......................................................................... 10
7.8 Fractional Shares or Scrip .................................................................. 11
ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS ............................................... 11
8.1 Inspection of Books and Records ............................................................. 11
8.2 Seal ........................................................................................ 12
8.3 Annual Statements ........................................................................... 12
ARTICLE NINE - INDEMNIFICATION ............................................................................ 12
9.1 Authority to Indemnify ...................................................................... 12
9.2 Mandatory Indemnification ................................................................... 12
9.3 Advances for Expenses ....................................................................... 13
9.4 Court-ordered Indemnification and Advances for Expenses ..................................... 13
9.5 Determination of Indemnification ............................................................ 13
9.6 Authorization of Indemnification ............................................................ 14
9.7 Other Rights ............................................................................... 14
9.8 Insurance ................................................................................... 14
9.9 Continuation of Expenses .................................................................... 14
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ARTICLE TEN - NOTICES: WAIVERS OF NOTICE ................................................................. 14
10.1 Notices .................................................................................... 14
10.2 Waivers of Notice .......................................................................... 15
ARTICLE ELEVEN - EMERGENCY POWERS ......................................................................... 15
11.1 Bylaws ..................................................................................... 15
11.2 Lines of Succession ........................................................................ 15
11.3 Head Office ................................................................................ 15
11.4 Period of Effectiveness ................................................................... 15
11.5 Notices .................................................................................... 15
11.6 Officers as Directors Pro Tempore .......................................................... 16
11.7 Liability of Officers, Directors and Agents ................................................ 16
ARTICLE TWELVE - CHECKS, NOTES, DRAFTS, ETC. .............................................................. 16
ARTICLE THIRTEEN - AMENDMENTS ............................................................................. 16
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BYLAWS
OF
THE PB FINANCIAL SERVICES CORPORATION
ARTICLE ONE
OFFICES
The corporation shall at all times maintain its principal office in
Duluth, Georgia, its registered office in the State of Georgia and its
registered agent at that address, but it may have other offices located within
or outside the State of Georgia as the Board of Directors may determine.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
2.1 Annual Meeting. A meeting of shareholders of the corporation shall
be held annually, within six (6) months after the end of each fiscal year of the
corporation. The annual meeting shall be held at such time and place and on such
date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the corporation's Board of Directors, its President, and
by the corporation upon the written request of any one or more shareholders,
owning an aggregate of not less than twenty-five percent of the outstanding
capital stock of the corporation. Special meetings shall be held at such a time
and place and on such date as shall be specified in the notice of the meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders meetings stating
place, day and hour of the meeting shall be given in writing not less than ten
nor more than sixty days before the date of the meeting, either mailed to the
last known address or personally given to each shareholder. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called. The notice of any meeting at which amendments to or
restatements of the articles of incorporation, merger or share exchange of the
corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further comply
with all requirements of law. Notice of a meeting may be waived by an instrument
in writing executed before or after the meeting. The waiver need not specify the
purpose of the meeting or the business transacted, unless one of the purposes of
the meeting concerns a plan of merger or share exchange, in which event the
waiver shall comply with the further requirements of law concerning such
waivers. Attendance at such meeting in person or by proxy shall constitute a
waiver of notice thereof.
<PAGE> 7
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at the
meeting and entitled to vote. A lesser number may adjourn from day to day, and
shall announce the time and place to which the meeting is adjourned.
2.6 Proxies; Required Vote. At every meeting of the shareholders,
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his or her name on
the books of the corporation. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the Articles of Incorporation or by these bylaws.
2.7 Presiding Officer and Secretary. At every meeting of shareholders,
the Chairman or the President, or, if such officers shall not be present, then
the person appointed by one of them shall preside. The Secretary or an Assistant
Secretary, or if such officers shall not be present, the appointee of the
presiding officer of the meeting, shall act as secretary of the meeting.
2.8 Shareholder List. The officer or agent having charge of the stock
transfer books of the corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholders, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder. If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.
2.9 Action in Lieu of Meeting. Any action to be taken at a meeting of
the shareholders of the corporation, or any action that 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 those persons who
would be entitled to vote at a meeting those shares having voting power to cast
not less than the minimum number (or numbers, in the case of voting by class) of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote were present and voted.
ARTICLE THREE
DIRECTORS
3.1 Management. Subject to these bylaws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the corporation shall be vested in the Board of Directors, which
shall have and may exercise all of the powers that may be exercised or performed
by the corporation.
3.2 Number of Directors. The Board of Directors shall consist of not
less than five (5) nor more than twenty-five (25) members. The number of
Directors may be fixed or changed from time to time, within the minimum and
maximum, by the shareholders by the affirmative vote of two-thirds (66-2/3%) of
the issued and outstanding shares of the corporation entitled to vote in an
election of Directors, or by the Board of Directors by the affirmative vote of
two-thirds (66-2/3%) of all Directors then in office.
<PAGE> 8
3.3 Vacancies. The Directors, even though less than a quorum, may fill
any vacancy on the Board of Directors, including a vacancy created by an
increase in the number of Directors. Such appointment by the Directors shall
continue until the expiration of the term of the Director whose place has become
vacant, or, in the case of an increase in the number of Directors, until the
next meeting of the shareholders.
3.4 Election of Directors. The Board of Directors shall be elected
annually for a one-year term, and each Director shall serve until the election
and qualification of his or her successor or until his or her earlier
resignation, death or removal from office.
3.5 Removal. Any Director may be removed from office, at a meeting with
respect to which notice of such purpose is given, with cause, only upon the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the corporation. Any Director may be removed from office, at a meeting
with respect to which notice of such purpose is given, without cause, only upon
the affirmative vote of two-thirds of the holders of a majority of the issued
and outstanding shares of the corporation.
3.6 Resignation. Any Director may resign at any time either orally at
any meeting of the Board of Directors or by so advising the Chairman of the
Board or the President or by giving written notice to the corporation. A
Director who resigns may postpone the effectiveness of his or her resignation to
a future date or upon the occurrence of a future event specified in a written
tender of resignation. If no time of effectiveness is specified therein, a
resignation shall be effective upon tender. A vacancy shall be deemed to exist
at the time a resignation is tendered, and the Board of Directors or the
shareholders may, then or thereafter, elect a successor to take office when the
resignation by its terms becomes effective.
3.7 Compensation. Directors may be allowed such compensation for their
services as Directors as may from time to time be fixed by resolution of the
Board of Directors.
3.8 Honorary and Advisory Directors. When a Director of the corporation
retires under the retirement policies of the corporation as established from
time to time by the Board of Directors, such Director automatically shall become
an Honorary Director of the corporation following his or her retirement. The
Board of Directors of the corporation also may appoint any individual an
Honorary Director, Director Emeritus, or member of any advisory board
established by the Board of Directors. Any individual automatically becoming an
Honorary Director or appointed an Honorary Director, Director Emeritus, or
member of an advisory board as provided by this Section 3.8 may be compensated
as provided in Section 3.7, but such individual may not vote at any meeting of
the Board of Directors or be counted in determining a quorum as provided in
Section 5.5 and shall not have any responsibility or be subject to any liability
imposed upon a Director, or otherwise be deemed a Director.
ARTICLE FOUR
COMMITTEES
4.1 Executive Committee. (a) The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee
consisting of one or more Directors. Each Executive Committee member shall hold
office until the first meeting of the Board of Directors
<PAGE> 9
after the annual meeting of shareholders and until the member's successor is
elected and qualified, or until the member's death, resignation or removal, or
until the member shall cease to be a Director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (i) the amendment of the Articles of Incorporation or
bylaws of the corporation; (ii) the adoption of a plan of merger or
consolidation; (iii) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the corporation; or (iv) a
voluntary dissolution of the corporation or the revocation of any such voluntary
dissolution.
(c) The Executive Committee shall meet from time to time on
call of the Chairman of the Board or the President or of any two or more members
of the Executive Committee. Meetings of the Executive Committee may be held at
such place or places, within or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedure, including provision for notice of its meetings. It shall
keep a record of its proceedings and shall report these proceedings to the Board
of Directors at the meeting thereof held next after they have been taken, and
all such proceedings shall be subject to revision or alteration by the Board of
Directors except to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.
(d) The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and by the
corporation in which officers or Directors of the corporation are interested
shall require the affirmative vote of a majority of the disinterested members of
the Executive Committee at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.
(e) Members of the Executive Committee may participate in
committee proceedings by means of conference telephone or similar communications
equipment by means of which all persons participating in the proceedings can
hear each other, and such participation shall constitute presence in person at
such proceedings.
(f) The Board of Directors, by resolution adopted in
accordance with paragraph (a) of this section, may designate one or more
Directors as alternate members of the Executive Committee who may act in the
place and stead of any absent member or members at any meeting of said
committee.
4.2 Other Committees. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate one or more additional committees,
each committee to consist of one or more of the Directors of the corporation,
which shall have such name or names and shall have and may exercise such powers
of the Board of Directors, except the powers denied to the Executive Committee,
as may be determined from time to time by the Board of Directors. Such
committees shall provide for their own rules of procedure, subject to the same
restrictions thereon as provided above for the Executive Committee.
<PAGE> 10
4.3 Removal. The Board of Directors shall have power at any time to
remove any member of any committee, with or without cause, and to fill vacancies
in and to dissolve any such committee.
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Time and Place. Meetings of the Board of Directors may be held at
any place either within or without the State of Georgia.
5.2 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Georgia, as shall be determined by the Board of Directors from time to time.
5.3 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on not less than one day's
notice by mail, telegram, cablegram, personal delivery or telephone to each
Director and shall be called by the Chairman of the Board or the President in
like manner and on like notice on the written request of any two or more
Directors. Any such special meeting shall be held at such time and place, within
or without the State of Georgia, as shall be stated in the notice of the
meeting.
5.4 Content and Waiver of Notice. No notice of any meeting of the Board
of Directors need state the purposes thereof. Notice of any meeting may be
waived by an instrument in writing executed before or after the meeting.
Attendance in person at any such meeting shall constitute a waiver of notice
thereof unless the director at the beginning of the meeting (or promptly upon
his or her arrival) objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.
5.5 Quorum; Participation by Telephone. At all meetings of the Board of
Directors, the presence of a majority of the authorized number of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business. Directors may participate in any meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by means of such communications equipment shall constitute the presence in
person at such meeting. Except as may be otherwise specifically provided by law,
the Articles of Incorporation or these bylaws, all resolutions adopted and all
business transacted by the Board of Directors shall require the affirmative vote
of a majority of the Directors present at the meeting. In the absence of a
quorum, a majority of the Directors present at any meeting may adjourn the
meeting from time to time until a quorum is present. Notice of any adjourned
meeting need only be given by announcement at the meeting at which the
adjournment is taken.
5.6 Action in Lieu of Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board of
Directors and upon compliance with any further requirements of law pertaining to
such consents.
5.7 Interested Directors and Officers. An interested Director or
officer is one who is a party to a contract or transaction with the corporation
or who is an officer or Director of, or has a financial
<PAGE> 11
interest in, another corporation, partnership or association which is a party to
a contract or transaction with the corporation. Contracts and transactions
between the corporation and one or more interested Directors or officers shall
not be void or voidable solely because of the involvement or vote of such
interested persons as long as (a) the contract or transaction is approved in
good faith by the Board of Directors or appropriate committee by the affirmative
vote of a majority of disinterested Directors, even if the disinterested
Directors be less than a quorum, at a meeting of the Board or committee at which
the material facts as to the interested person or persons and the contract or
transaction are disclosed or known to the Board or committee prior to the vote;
or (b) the contract or transaction is approved in good faith by the shareholders
after the material facts as to the interested person or persons and the contract
or transaction have been disclosed to them; or (c) the contract or transaction
is fair as to the corporation as of the time it is authorized, approved or
ratified by the Board, committee or shareholders. Interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board or
committee which authorizes the contract or transaction.
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 General Provisions. The officers of the corporation shall be a
President and a Secretary, and may include a Treasurer, Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. The officers shall be elected by the Board of Directors at
the first meeting of the Board of Directors after the annual meeting of the
shareholders in each year or shall be appointed as provided in these bylaws. The
Board of Directors may elect other officers, agents and employees, who shall
have such authority and perform such duties as may be prescribed by the Board of
Directors. All officers shall hold office until the meeting of the Board of
Directors following the next annual meeting of the shareholders after their
election or appointment and until their successors shall have been elected or
appointed and shall have qualified. Any two or more offices may be held by the
same person. Any officer, agent or employee of the corporation may be removed by
the Board of Directors with or without cause. Removal without cause shall be
without prejudice to such person's contract rights, if any, but the election or
appointment of any person as an officer, agent or employee of the corporation
shall not of itself create contract rights. The compensation of officers, agents
and employees elected by the Board of Directors shall be fixed by the Board of
Directors or by a committee thereof, and this power may also be delegated to any
officer, agent or employee as to persons under his or her direction or control.
The Board of Directors may require any officer, agent or employee to give
security for the faithful performance of his or her duties.
6.2 Powers and Duties of the Chairman of the Board and the President.
The powers and duties of the Chairman of the Board and the President, subject to
the supervision and control of the Board of Directors, shall be those usually
appertaining to their respective offices and whatever other powers and duties
are prescribed by these bylaws or by the Board of Directors.
(a) The Chairman of the Board shall preside at all meetings of
the Board of Directors and at all meetings of the shareholders. The Chairman of
the Board shall perform such other duties as the Board of Directors may from
time to time direct, but shall not participate in any major policy-making
functions of the corporation other than in his or her capacity as a director.
The Vice-Chairman shall act as Chairman of the Board of Directors unless another
director is elected Chairman.
<PAGE> 12
(b) The President shall, unless otherwise provided by the
Board of Directors, be the chief executive officer of the corporation. The
President shall have general charge of the business and affairs of the
corporation and shall keep the Board of Directors fully advised. The President
shall employ and discharge employees and agents of the corporation, except such
as shall be elected by the Board of Directors, and he or she may delegate these
powers. The President shall have such powers and perform such duties as
generally pertain to the office of the President, as well as such further powers
and duties as may be prescribed by the Board of Directors. The President may
vote the shares or other securities of any other domestic or foreign corporation
of any type or kind which may at any time be owned by the corporation, may
execute any shareholders' or other consents in respect thereof and may in his or
her discretion delegate such powers by executing proxies, or otherwise, on
behalf of the corporation. The Board of Directors, by resolution from time to
time, may confer like powers upon any other person or persons.
6.3 Powers and Duties of Vice Presidents. Each Vice President shall
have such powers and perform such duties as the Board of Directors or the
President may prescribe and shall perform such other duties as may be prescribed
by these bylaws. In the absence or inability to act of the President, unless the
Board of Directors shall otherwise provide, the Vice President who has served in
that capacity for the longest time and who shall be present and able to act,
shall perform all duties and may exercise any of the powers of the President.
The performance of any such duty by a Vice President shall be conclusive
evidence of his or her power to act.
6.4 Powers and Duties of the Secretary. The Secretary shall have charge
of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he or she is
present. Except as otherwise provided by these bylaws, the Secretary shall
attend to the giving of all notices to shareholders and Directors. He or she
shall have charge of the seal of the corporation, shall attend to its use on all
documents the execution of which on behalf of the corporation under its seal is
duly authorized and shall attest the same by his or her signature whenever
required. The Secretary shall have charge of the record of shareholders of the
corporation, of all written requests by shareholders that notices be mailed to
them at an address other than their addresses on the record of shareholders, and
of such other books and papers as the Board of Directors may direct. Subject to
the control of the Board of Directors, the Secretary shall have all such powers
and duties as generally are incident to the position of Secretary or as may be
assigned to the Secretary by the President or the Board of Directors.
6.5 Powers and Duties of the Treasurer. The Treasurer shall have charge
of all funds and securities of the corporation, shall endorse the same for
deposit or collection when necessary and deposit the same to the credit of the
corporation in such banks or depositaries as the Board of Directors may
authorize. The Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the corporation and may sign all receipts and
all commercial documents requiring endorsements for or on behalf of the
corporation and may sign all receipts and vouchers for payments made to the
corporation. The Treasurer shall have all such powers and duties as generally
are incident to the position of Treasurer or as may be assigned to the Treasurer
by the President or by the Board of Directors.
6.6 Appointment, Powers and Duties of Assistant Secretaries. Assistant
Secretaries may be appointed by the President or elected by the Board of
Directors. In the absence or inability of the Secretary to act, any Assistant
Secretary may perform all the duties and exercise all the powers of the
Secretary. The performance of any such duty shall be conclusive evidence of the
Assistant
<PAGE> 13
Secretary's power to act. An Assistant Secretary shall also perform such other
duties as the Secretary or the Board of Directors may assign to him or her.
6.7 Appointment, Powers and Duties of Assistant Treasurers. Assistant
Treasurers may be appointed by the President or elected by the Board of
Directors. In the absence or inability of the Treasurer to act, an Assistant
Treasurer may perform all the duties and exercise all the powers of the
Treasurer. The performance of any such duty shall be conclusive evidence of the
Assistant Treasurer's power to act. An Assistant Treasurer shall also perform
such other duties as the Treasurer or the Board of Directors may assign to him
or her.
6.8 Delegation of Duties. In case of the absence of any officer of the
corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer or
elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer. In such latter event such
new officer shall serve until the next annual election of officers.
ARTICLE SEVEN
CAPITAL STOCK
7.1 Certificates. (a) The interest of each shareholder shall be
evidenced by a certificate or certificates representing shares of the
corporation which shall be in such form as the Board of Directors may from time
to time adopt and shall be numbered and shall be entered in the books of the
corporation as they are issued. Each certificate representing shares shall set
forth upon the face thereof the following:
(i) the name of this corporation;
(ii) that the corporation is organized under the
laws of the State of Georgia;
(iii) the name or names of the person or persons to
whom the certificate is issued;
(iv) the number and class of shares, and the
designation of the series, if any, which the certificate represents; and
(v) if any shares represented by the certificate
are nonvoting shares, a statement or notation to that effect; and, if the shares
represented by the certificate are subordinate to shares of any other class or
series with respect to dividends or amounts payable on liquidation, the
certificate shall further set forth on either the face or back thereof a clear
and concise statement to that effect.
(b) Each certificate shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary and may be sealed
with the seal of the corporation or a facsimile thereof. If a certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or an employee of the corporation, the signature of any such
officer of the corporation may be a facsimile. In case any officer or officers
who shall have signed, or whose
<PAGE> 14
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signatures shall have
been used thereon had not ceased to be such officer or officers.
7.2 Shareholder List. The corporation shall keep or cause to be kept a
record of the shareholders of the corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes or series of stock,
if any, the names of the shareholders entitled to vote, with the address of and
the number of shares held by each. Said record shall be presented and kept open
at all meetings of the shareholders.
7.3 Transfer of Shares. Transfers of stock shall be made on the books
of the corporation only by the person named in the certificate, or by power of
attorney lawfully constituted in writing, and upon surrender of the certificate,
or in the case of a certificate alleged to have been lost, stolen or destroyed,
upon compliance with the provisions of Section 7.7 of these bylaws.
7.4 Record Dates. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy days and,
in case of a meeting of shareholders, not less than ten days, prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.
7.5 Registered Owner. The corporation shall be entitled to treat the
holder of record of any share of stock of the corporation as the person entitled
to vote such share, to receive any dividend or other distribution with respect
to such share, and for all other purposes and accordingly shall not be bound to
recognize any equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
7.6 Transfer Agent and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars and may require each
stock certificate to bear the signature or signatures of a transfer agent or a
registrar or both.
7.7 Lost Certificates. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall make an affidavit or affirmation of the fact in
such manner as the Board of Directors may require and, if the Directors so
require, shall give the corporation a bond of indemnity in form and amount and
with one or more sureties satisfactory to the Board of Directors, whereupon an
appropriate new certificate may be issued in lieu of the certificate alleged to
have been lost, stolen or destroyed.
7.8 Fractional Shares or Scrip. The corporation may, when and if
authorized so to do by its Board of Directors, issue certificates for fractional
shares or scrip in order to effect share transfers, share distributions or
reclassifications, mergers, consolidations or reorganizations. Holders of
fractional shares shall be entitled, in proportion to their fractional holdings,
to exercise voting rights, receive dividends and participate in any of the
assets of the corporation in the event of liquidation.
<PAGE> 15
Holders of scrip shall not, unless expressly authorized by the Board of
Directors, be entitled to exercise any rights of a shareholder of the
corporation, including voting rights, dividend rights or the right to
participate in any assets of the corporation in the event of liquidation. In
lieu of issuing fractional shares or scrip, the corporation may pay in cash the
fair value of fractional interests as determined by the Board of Directors; and
the Board of Directors may adopt resolutions regarding rights with respect to
fractional shares or scrip as it may deem appropriate, including without
limitation the right for persons entitled to receive fractional shares to sell
such fractional shares or purchase such additional fractional shares as may be
needed to acquire one full share, or sell such fractional shares or scrip for
the account of such persons.
ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 Inspection of Books and Records. (a) Any person who shall be the
holder of record of, or authorized in writing by the holders of record of, at
least two (2%) percent of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine in person or by agent or attorney, at any reasonable time or
times, for any proper purpose, the books and records of account, minutes and
record of shareholders and to make extracts therefrom.
(b) A shareholder may inspect and copy the records described
in the immediately preceding paragraph only if (i) his or her demand is made in
good faith and for a proper purpose that is reasonably relevant to his or her
legitimate interest as a shareholder; (ii) the shareholder describes with
reasonable particularity his or her purpose and the records he or she desires to
inspect; (iii) the records are directly connected with the stated purpose; and
(iv) the records are to be used only for that purpose.
(c) If the Secretary or a majority of the corporation's Board of
Directors or Executive Committee members find that the request is proper, the
Secretary shall promptly notify the shareholder of the time and place at which
the inspection may be conducted.
(d) If said request is found by the Secretary, the Board of
Directors or the Executive Committee to be improper, the Secretary shall so
notify the requesting shareholder on or prior to the date on which the
shareholder requested to conduct the inspection. The Secretary shall specify in
said notice the basis for the rejection of the shareholder's request.
(e) The Secretary, the Board of Directors and the Executive Committee
shall at all times be entitled to rely on the corporate records in making any
determination hereunder.
8.2 Seal. The corporate seal shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the corporation followed by the
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the
corporation.
8.3 Annual Statements. Not later than four months after the close of
each fiscal year, and in any case prior to the next annual meeting of
shareholders, the corporation shall prepare:
<PAGE> 16
(a) A balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year, and
(b) A profit and loss statement showing the results of its operations
during its fiscal year. Upon written request, the corporation promptly shall
mail to any shareholder of record a copy of its most recent balance sheet and
profit and loss statement.
ARTICLE NINE
INDEMNIFICATION
9.1 Authority to Indemnify. The corporation shall indemnify or obligate
itself to indemnify an individual made a party to a proceeding because he or she
is or was a director, officer, employee or agent of the corporation (or was
serving at the request of the corporation as a director, officer or employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise) for reasonable expenses, judgments, fines, penalties and amounts
paid in settlement (including attorneys' fees), incurred in connection with the
proceeding if the individual acted in manner he or she believed in good faith to
be in or not opposed to the best interests of the corporation and, in the case
of any criminal proceeding, he or she had no reasonable cause to believe his or
her conduct was unlawful. The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
is not, of itself, determinative that the director, officer, employee or agent
did not meet the standard of conduct set forth above. Indemnification permitted
under this action in connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in connection with the
proceeding.
9.2 Mandatory Indemnification. The extent that a director, officer,
employee or agent of the corporation has been successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party, or
in defense of any claim, issue, or matter therein , because he or she is or was
a director, officer, employee or agent of the corporation, the corporation shall
indemnify the director, employee or agent against reasonable expenses incurred
by him or her in connection therewith.
9.3 Advance for Expenses. The corporation shall pay for or reimburse
the reasonable expenses incurred by a director, officer, employee or agent of
the corporation who is a party to a proceeding in advance of final disposition
of the proceeding if (a) he or she furnishes the corporation written affirmation
of his or her good faith belief that he or she has met the standard of conduct
set forth in Section 9.1 of this section, and (b) he or she furnishes the
corporation a written undertaking, executed personally or on his or her behalf,
to repay any advances if it is ultimately determined that he or she is not
entitled to indemnification. The undertaking required by this section must be an
unlimited general obligation but need not be secured and may be accepted without
reference to financial ability to make repayment.
9.4 Court-ordered Indemnification and Advances for Expenses. A
director, officer, employee or agent of the corporation who is a party to a
proceeding may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction.
9.5 Determination of Indemnification. Except as provided in Section 9.2
and except as may be ordered by the court, the corporation may not indemnify a
director, officer, employee or agent
<PAGE> 17
under Section 9.1 unless authorized thereunder and a determination has been made
in the specific case that indemnification of the director, officer, employee or
agent is permissible in the circumstances because he or she has met the standard
of conduct set forth in Section 9.1. The determination shall be made:
(a) By the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceedings;
(b) If a quorum cannot be obtained, by majority vote of a committee
duly designated by the board of directors (in which designation directors who
are parties may participate), consisting solely of two or more directors not at
the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the board of directors or its committee in the
manner prescribed in paragraph (a) or (b) of this section; or
(ii) If a quorum of the board of directors cannot be obtained and a
committee cannot be designated, selected by majority vote of the full board of
directors (in which selection directors who are parties may participate); or
(d) By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not be voted on
the determination.
9.6 Authorization of Indemnification. Authorization of indemnification
or an obligation to indemnify and evaluation as the reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subsection (c) of Section 9.5 to select
counsel.
9.7 Other Rights. The indemnification and advancement of expenses
provided by or granted pursuant to this Article Nine shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, resolution, agreement or contract either specifically or in
general terms approved by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon taken at a meeting the notice of which
specified that such bylaw, resolution or agreement would be placed before the
stockholders, both as to action by a director, trustee, officer, employee or
agent in his or her official capacity and as to action in another capacity while
holding such office or position; except that no such other rights, in respect to
indemnification or otherwise, may be provided or granted to a director, trustee,
officer, employee, or agent pursuant to this Section 9.7 by the corporation for
liability for (a) any appropriation, in violation of his or her duties, of any
business opportunity of the corporation; (b) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (c) the
types of liability set forth in Section 14-2-832 of the Georgia Business
Corporation Code dealing with illegal or unauthorized distributions of corporate
assets, whether as dividends or in liquidation of the corporation or otherwise;
or (d) any transaction from which the director derived an improper material
tangible personal benefit.
9.8 Insurance. The corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the corporation or who, while a
<PAGE> 18
director, officer, employee, or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise against
liability asserted against or incurred by him or her in that capacity or arising
from his or her status as a director, officer, employee, or agent whether or not
the corporation would have power to indemnify him or her against the same
liability under this Article Nine.
9.9 Continuation of Expenses. The indemnification and advancement of
expenses provided by or granted pursuant to this Article Nine shall continue as
to a person who has ceased to be a director, trustee, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
ARTICLE TEN
NOTICES: WAIVERS OF NOTICE
10.1 Notices. Except as otherwise specifically provided in these
bylaws, whenever under the provisions of these bylaws notice is required to be
given to any shareholder, Director or officer, it shall not be construed to mean
personal notice, but such notice may be given by personal notice, by telegram or
cablegram, or by mail by depositing the same in the post office or letter box in
a postage prepaid sealed wrapper, addressed to such shareholder, Director or
officer at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus sent
or mailed.
10.2 Waivers of Notice. Except as otherwise provided in these bylaws,
when any notice is required to be given by law, by the Articles of Incorporation
or by these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. In the case of a shareholder, such waiver of notice may be
signed by the shareholder's attorney or proxy duly appointed in writing.
ARTICLE ELEVEN
EMERGENCY POWERS
11.1 Bylaws. The Board of Directors may adopt emergency bylaws, subject
to repeal or change by action of the shareholders, which shall, notwithstanding
any provision of law, the Articles of Incorporation or these Bylaws, be
operative during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meeting of its Board of
Directors or its shareholders, or during any nuclear or atomic disaster, or
during the existence of any catastrophe, or other similar emergency condition,
as a result of which a quorum of the Board of Directors or a standing committee
thereof cannot readily be convened for action. The emergency bylaws may make any
provision that may be practical and necessary for the circumstances of the
emergency.
11.2 Lines of Succession. The Board of Directors, either before or
during any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.
<PAGE> 19
11.3 Head Office. The Board of Directors, either before or during any
such emergency, may (effective during the emergency) change the head office or
designate several alternative head offices or regional offices, or authorize the
officers to do so.
11.4 Period of Effectiveness. To the extent not inconsistent with any
emergency bylaws so adopted, these bylaws shall remain in effect during any such
emergency and upon its termination, the emergency bylaws shall cease to be
operative.
11.5 Notices. Unless otherwise provided in emergency bylaws, notice of
any meeting of the Board of Directors during any such emergency may be given
only to such of the Directors as it may be feasible to reach at the time, and by
such means as may be feasible at the time, including publication, radio or
television.
11.6 Officers as Directors Pro Tempore. To the extent required to
constitute a quorum at any meeting of the Board of Directors during any such
emergency, the officers of the corporation who are present shall, unless
otherwise provided in emergency bylaws, be deemed, in order of rank and within
the same rank in order of seniority, Directors for such meeting.
11.7 Liability of Officers, Directors and Agents. No officer, Director,
agent or employee acting in accordance with any emergency bylaw shall be liable
except for willful misconduct. No officer, Director, agent or employee shall be
liable for any action taken by him or her in good faith in such an emergency in
furtherance of the ordinary business affairs of the corporation even though not
authorized by the bylaws then in effect.
ARTICLE TWELVE
CHECKS, NOTES, DRAFTS, ETC.
Checks, notes, drafts, acceptances, bills of exchange and other orders
or obligations for the payment of money shall be signed by such officer or
officers or person or persons as the Board of Directors by resolution shall from
time to time designate.
ARTICLE THIRTEEN
AMENDMENTS
The bylaws of the corporation may be altered or amended and new bylaws
may be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that, if such action is to be taken
at a meeting of the shareholders, notice of the general nature of the proposed
change in the bylaws shall be given in the notice of meeting. The shareholders
may provide by resolution that any bylaw provision repealed, amended, adopted,
or altered by them may not be repealed, amended, adopted or altered by the Board
of Directors. Except as otherwise provided in the Articles of Incorporation,
action by the shareholders with respect to bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect Directors, and
action by the Board of Directors with respect to bylaws shall be taken by an
affirmative vote of a majority of all Directors then holding office.
